STOCK PURCHASE
AGREEMENT

     

    THIS STOCK PURCHASE AGREEMENT (the
“Agreement”) is made as of March 31, 2010 (the
“Execution
Date”), by and among
CALEDONIA CAPITAL
CORPORATION, a Delaware
corporation (the “Purchaser”), and STEELCLOUD,
INC., a Virginia
corporation (the “Company”)).

    


    RECITALS

     

    WHEREAS, the Company desires to sell to
Purchaser and Purchaser desires to acquire from the Company certain shares of
Common Stock in the Company.

    


    NOW,
THEREFORE, in consideration
of the premises and of the mutual representations, warranties and
covenants herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

    


    1.           SALE
OF SHARES AND PURCHASE PRICE.

    


    a.    Transfer of
Shares. At the Closing (as
defined in Section 2), the Company shall deliver or cause to be delivered to the
Purchaser duly executed original certificate(s) representing 2,000,000 fully
paid and non -assessable shares (the “Shares”) of the Company’s Common Stock,
par value $0.001 per share (the “Common Stock”), free and clear of any and all
liens, encumbrances, charges or claims.

    


    b.    Purchase
Price and Payment. In
consideration of the sale by the Company to Purchaser of the Shares and in
reliance upon the representations, warranties and covenants of the Company
herein contained and subject to the satisfaction of all of the conditions
contained herein, Purchaser agrees to pay the Company Two Hundred Thousand and
No/100 Dollars ($200,000) (the “Purchase
Price”) for the Shares at
the Closing by good check or by wire transfer of immediately available
funds.

    


    2.           Closing.

    


    a.    Location,
Date and Time. The closing
of the purchase and sale of the Shares and the other transactions contemplated
by this Agreement (the “Closing”) will take place at the offices of the
Company, 20110 Ashbrook Place, Ashbrook, VA 20147, on or before March 31, 2010,
or such other date and location as the parties may mutually agree (the
“Closing Date”).

     

    b.    Items
Delivered by the Company.
At the Closing, and as a condition to the Purchaser’s obligations hereunder, and
subject to the terms and conditions hereof, the Company shall deliver the
following to Purchaser:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              i.

            	
              certificates representing the
      Shares;

            


    

    


    
      ii.    a  certificate  of  the  Secretary
of the  Company  which  shall  certify
the names of the officers of the Company
authorized to sign this Agreement and the other documents, instruments or
certificates to be delivered pursuant to this Agreement by the Company or any
its officers, together with the true signatures of such
officers;

    

    


    iii.    resolution(s) duly
adopted by the Company’s Board of Directors and/or shareholders evidencing the
appointment of Edward M. Murchie as a member of the Company’s Board of
Directors;

    


    
      	
               
      

            	
              iv.

            	
              the Warrant;
      and

            


    

    


    
      v.    such other supporting documents and
certificates as Purchaser may reasonably request and as may be
required pursuant to this Agreement.

    

    


    c.    Items
Delivered by the Purchaser.
At the Closing, and as a condition to the Shareholders’ obligations hereunder,
and subject to the terms and condition hereof, the Purchaser shall deliver the
Purchase Price.

    


    d.    Closing
Conditions of Purchaser.
The obligations of Purchaser to consummate the Closing shall be subject to
compliance by the Company with the agreements herein contained and to the
fulfillment to the satisfaction of, or waiver by, Purchaser, as applicable, on
or before and at the Closing Date of the following
conditions:

    


    i. the representations and warranties of
the Company and the Shareholders contained in this Agreement shall be true and
correct; and

    


    ii. the Board of Directors of the
Company shall have taken all action necessary for the purpose of authorizing the
Company to consummate all of the transactions contemplated
hereby.

    


    3.    Representations
and Warranties of the Company: The Company makes the following
representations and warranties to Purchaser:

    


    a.    The Company is duly
organized, validly existing and in good standing under the laws of the
Commonwealth of Virginia and is in good standing and authorized to do business
in each state in which any of its respective activities are conducted. The
Company has all required corporate power and authority to carry on its business
as presently conducted, to enter into and perform this Agreement and the
agreements contemplated hereby to which it is a party and to carry out the
transactions contemplated hereby and thereby. The copies of the Articles of
Incorporation, certified by the Secretary of State Corporation Commission of the
Commonwealth of Virginia, and the Bylaws, certified by the Secretary of the
Company, have been furnished to Purchaser by the Company, are correct and
complete as of the date hereof, and the Company is not in violation of any term
of its Articles of Incorporation or Bylaws.

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    b.    The Board of
Directors of the Company (i) has authorized the signatory below, with full power
and authority to act on behalf of the Company, to execute and enter into this
Agreement, and (ii) has taken all action necessary to authorize the transactions
effected hereby.

     

    c.           Upon  issuance  to  Purchaser,  the  Shares  will  be  fully  paid  and  non-assessable.

    


    4.    Representations
and Warranties of Purchaser. Purchaser represents and warrants to
Shareholder as follows:

    


    a.    Purchaser has the
power to perform all of its duties and obligations under this Agreement and the
transaction documents.

    


    b.    The execution and
delivery of this Agreement and each transaction document, and the performance of
the transactions contemplated hereby and thereby, have been duly authorized and
approved by Purchaser. Purchaser has full power to enter into and perform this
Agreement and each transaction document and the transactions contemplated hereby
and thereby. This Agreement and each transaction document constitutes a valid
and binding agreement of Purchaser in accordance with its
terms.

     

    
      5.    Covenants
and Further Agreements.

    

    


    a.    Issuance of
Warrants. As a further
condition of Purchaser’s agreement to Purchase the Shares from the Company, the
Company hereby agrees to grant to Purchaser the right to purchase from time to
time up to 2,000,000 shares of Common Stock at a purchase price of $0.15 for
each share of Common Stock so purchased, in accordance with the terms of a
certain Common Stock warrant in the form set forth as Exhibit I attached hereto
and made a part hereof (the “Warrant”).

    


    b.    Registration
Rights. The Company does
hereby grant the Purchaser “piggy back” and “demand” registration rights in
accordance with the terms and conditions set forth in Exhibit II attached hereto
and made a part hereof with respect to (i) all Shares issued to Purchaser
pursuant to the terms of this Agreement, (ii) all shares of Common Stock that
may hereafter be acquired by Lender upon exercise of all or any part of (a) that
certain Common Stock Purchase Warrant dated July 1, 2009 granting to Lender the
right to purchase from time to time up to 625,000 shares of Common Stock at a
purchase price of $0.15 for each share of Common Stock so purchased, (b) that
certain Common Stock Purchase Warrant dated November 4, 2009 granting to Lender
the right to purchase from time to time up to 150,000 shares of Common Stock at
an original purchase price of $0.25 for each share of Common Stock so purchased
(which purchase price has been reduced to $0.15 for each share of Common Stock
so purchased pursuant to that certain Loan Modification and Extension Agreement
of even date herewith between Purchaser and Seller), and (c) that certain Common
Stock Purchase Warrant dated November 23, 2009 granting to Lender the right to
purchase from time to time up to 225,000 shares of Common Stock at an original
purchase price of $0.25 for each share of Common Stock so purchased (which
purchase price has been reduced to $0.15 for each share of Common Stock so
purchased pursuant to that certain Loan Modification and Extension Agreement of
even date herewith between Purchaser and Seller), (iii) all shares of Common
Stock that may hereafter be acquired by Purchaser upon exercise of all or any
part of the Warrant issued to Purchaser pursuant to Section 5a hereof, and (iv)
all shares of Common Stock that may hereafter be acquired by Purchaser upon
conversion of (a) that certain Secured Promissory Note dated July 1, 2009 in the
original principal amount of Two Hundred Fifty Thousand and 00/100 Dollars
($250,000.00), and/or (b) that certain Revolving Line of Credit Promissory Note
dated November 3, 2009 in the original principal amount of One Hundred Fifty
Thousand and 00/100 Dollars ($150,000.00).

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    6.    Further
Assurances. Upon the
request of either party from time to time, the Shareholder and the
Purchaser shall execute and
deliver all documents or instruments, make all truthful oaths, testify in any
proceedings and do all other acts that may be reasonably necessary or desirable,
in the opinion of the requesting party, to perfect the title of the Purchaser to
the Shares, and take any and all further action which any party may request from
time to time to carry out the transactions and agreements contemplated by this
Agreement.

    


    10.      
  Miscellaneous
Provisions.

    


    a.    Governing
Law. This Agreement shall
be deemed to be a contract made under, and shall be construed in accordance
with, the laws of the Commonwealth of Virginia, without giving effect to
conflict of laws principles thereof.    

    


    b.    Counterparts. This Agreement may be executed in any
number of counterparts and each will be considered an original, and together
they will constitute one Agreement.

     

    c.    Entire
Agreement. This Agreement
constitutes the entire agreement among the parties in respect to the
transactions contemplated hereby, and supersedes all prior agreements,
arrangements and understandings relating to the subject matter hereof. No
covenant or condition not expressed in this Agreement will affect or be
effective to interpret, change or restrict this Agreement.

    


    d.    Headings. The section headings and subheadings
contained in this Agreement are for convenient reference only, and will not in
any way affect the interpretation of this Agreement.

        


    e.    Binding
Nature. All of the terms,
covenants, representations, warranties and conditions of this Agreement will be
binding upon, and inure to the benefit of and be enforceable by, the parties
hereto and their respective successors, assigns or other legal representatives,
but this Agreement and the rights and obligations hereunder may only be assigned
with the prior written consent of the parties.

        

      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

     

    f.    Expenses. Any other separate legal, accounting
and other professional expenses incurred individually by any Shareholder and
Purchaser in connection with this Agreement and the transactions
contemplated hereby shall be borne individually by the party contracting for
such services, as the case may be. No party will charge or request reimbursement
from the other for any cost of preparing and consummating this Agreement and the
transactions contemplated hereby. Each party also agrees to bear its own
expenses for commissions, finder’s fees, or similar claims in connection with
this transaction and agree to indemnify the other parties against any claims for
the same. The Company shall not be liable or responsible for any costs
associated with consummating the transaction contemplated
hereby.

    


    g.    Survival. If any term or provision of this
Agreement, or the application thereof to any person or circumstances, shall be
invalid or unenforceable to any extent, the remainder of this Agreement or the
application of this Agreement to persons or circumstances other than those
against whom or which such term or provision is invalid or unenforceable shall
not be affected thereby, and each term and provision of this Agreement shall be
valid and enforceable to the fullest extent permissible by
law.

    


    IN WITNESS WHEREOF, Purchaser, Company
and Shareholders have executed this Agreement or caused this Agreement to be
executed, all as of the date and year first above written, by the signatures
below.

     

    
      
        	 
      	
                PURCHASER:

              
	 
      	 
      
	 
      	
                Caledonia Capital
      Corporation

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Edward M.
      Murchie   

              
	 
      	 
      	
                Edward M. Murchie,
      President

              
	 
      	 
      
	 
      	
                COMPANY:

              
	 
      	 
      
	 
      	
                SteelCloud,
      Inc.

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Brian
  Hajost  

              
	 
      	 
      	
                Brian Hajost,
      President

              


      

    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    EXHIBIT I

    


    WARRANT

    


    ATTACHED

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      EXHIBIT
II

      


      Demand and Piggy-Back Registration
Rights

      


      Section 1.
Interpretation
and Definitions. All references to “Sections” in this
Exhibit II are to Sections hereof, and all
references to the term “Act” are
to the Securities Act as defined in the Company’s By-laws. In addition, in this
Exhibit II, the following terms shall have the following
meanings:

      


      “Advice” has the meaning set forth in Section
2.2(d).

      


      “Business
Day” means any day other
than (a) a Saturday or Sunday, or (b) a day on which commercial banks are
authorized by law to close in New York, New York.

      


      “Capital
Securities” means shares of
the Company’s capital stock, including all classes and series of common,
ordinary, preferred, voting and nonvoting capital stock.

      


      “Commission” has the meaning set forth in Section
2.1(a)(i)(1).

      


      “Demand Registration” has the meaning set forth in Section
2.1(b).

      


      “Exchange
Act” means the United
States Securities Exchange Act of 1934, as amended.

      


      “Expenses” has the meaning set forth in Section
2.5(a).

      


      “Holders” means Caledonia Capital Corporation, a
Delaware corporation and its permitted transferees.

      


      “Initial
Public Offering” means the
closing of the first public offering of Capital Securities for the Company’s
account under the securities law of any jurisdiction.

      


      “Listed” or “Listing” means the initial listing of the
Common Stock.

      


      “Person” means any individual, firm,
corporation, partnership, company, trust, incorporated or unincorporated
association, joint venture, or other entity of any kind and shall include any
successor (by merger or otherwise) of such entity.

      


      “Piggyback
Registration” has the
meaning set forth in Section 2.1(a)(i).

      


      “Prospectus” means any prospectus contained in a
Registration Statement.

      


      “Registrable
Securities” means the
Common Shares and all securities issued in respect thereof upon any conversion,
stock split, stock dividend, recapitalization or other similar event, but with
respect to any such Registrable Security, only until such time as such
Registrable Security: (a) has been effectively registered under the Act; or (b)
has been sold to the public pursuant to Rule 144 (or any similar provision then
in force) under the Securities Act; or (c) has become eligible for sale in
accordance with Rule 144(k) (or any similar provision then in force) under the
Act.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      “Registration” means any Piggyback Registration or
Demand Registration.

      


      “Registration
Statement” means a
registration statement relating to a Registration on any appropriate form under
the Act.

      


      Section 2.1   
 Registration
Rights.

      


      
        	
                (a)

              	
                Piggyback
      Rights.

              


      

      


      (i)          
If the Company proposes to:
register any Capital Securities with the United States Securities and Exchange
Commission (the “Commission”) under the Act (a “Registration”), the Company will give written notice
to all Holders, at least thirty (30) days prior to the anticipated filing date
of its intention to effect such Registration, which notice will specify the
proposed offering price, the kind and number of securities proposed to be issued
in connection with such registration, the distribution arrangements and such
other information that at the time would be appropriate to include in such
notice, and will, subject to Section 2.1(a)(vi) below, include in such
registration all Registrable Securities with respect to which the Company has
received from the Holders written requests for inclusion therein (the
“Piggyback
Registration”) within
twenty (20) days after delivery of the Company's notice.

      


      (ii)    
      Except as may otherwise be provided in
this Exhibit II, Registrable Securities with respect to which a request for
inclusion in a Registration made in accordance with Section 2.1(a)(i) has been
received will be included by the Company and offered to the public in a
Piggyback Registration pursuant to this Section 2.1 on terms and conditions at
least as favorable as those applicable to the Registration of Capital Securities
to be sold by the Company and by any other person selling under such
Registration.

      


      (iii)       
  Notwithstanding the
foregoing, if at any time after giving written notice of its intention to effect
a Registration and before the effectiveness of any Registration Statement filed
in connection with such Registration, the Company determines for any reason
either not to effect such Registration or to delay such Registration, the
Company may, at its election, by delivery of a written notice to each Holder:
(A) in the case of a determination not to effect such Registration, relieve
itself of its obligation to include the Registrable Securities in connection
with such Registration; or (B) in the case of a determination to delay such
Registration, delay the inclusion of such Registrable Securities for the same
period as the delay in the Registration of such other shares of Capital
Securities.

      


      (iv)       
  If a Holder of Registrable
Securities requests inclusion in a Registration pursuant to this Section 2.1(a),
such Holder may at any time at least five (5) Business Days before the effective
date of the Registration Statement relating to such Registration, revoke such
request by delivering written notice of such revocation to the Company (which
notice shall be effective only upon receipt by the Company).

       

      
        
          
          

        

        
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                (b)

              	
                Demand
      Registration.

              


      

      


      (i)         
  If the Company shall receive at any time a written request from the
Holder that the Company file a registration statement under the Securities Act
covering the registration of Registrable Securities, then the Company shall,
subject to the limitations of Section 2.2, use its best efforts to file as soon
as practicable, and in any event within ninety (90) days of the
receipt of such request, a
registration statement under the Securities Act covering all Registrable
Securities which the Holders request in writing to be registered within fifteen
(15) days of the mailing of such notice by the Company (a “Demand
Registration”). A demand
for registration under this Section 2.1(b) will not count as such until it has
become effective and unless the Holder is able to register and sell all of the
Registrable Securities included by such Holder in such registration
statement.

      


      (ii)       
   If the Holder intends
to distribute the Registrable Securities covered by its request by means of an
underwriting, it shall so advise the Company as a part of its request made
pursuant to this Section 2.1(b) and the Company shall include such information
in the written notice referred to in Section 2.1(b)(i). The underwriter will be
selected by the Holder and shall be reasonably acceptable to the Company. In
such event, the right of any Holder to include such Holder’s Registrable
Securities in such registration shall be conditioned upon such Holder’s
participation in such underwriting and the inclusion of such Holder’s
Registrable Securities in the underwriting to the extent provided
herein.

      


      (iii)       
  Notwithstanding the
foregoing, if the Company shall furnish to the Holder requesting a registration
pursuant to this Section 2.1(b) a certificate signed by the Chief Executive
Officer of the Company stating that in the good faith judgment of the Board, it
would be seriously detrimental to the Company and its stockholders or members
for such registration statement to be filed and it is therefore essential to
defer the filing of such registration statement, the Company shall have the
right to defer such filing for a period of not more than ninety (90) days after
receipt of the request of the Initiating Holder; provided, however, that the Company may not utilize this
right more than once in any twelve (12) month period.

      


      Section 2.2   
 Registration
Procedures.

      


      (a)         
With respect to any Registration under the Act, the Company will, subject to
Section 2.1, as expeditiously as practicable:

      


      (i)       
    prepare and file
with the Commission a Registration Statement on an appropriate form, which form
shall be available for the sale of the Registrable Securities in accordance with
the intended method or methods of distribution thereof and use reasonable
efforts to cause such Registration Statement to become
effective;

      


      (ii)       
   use reasonable
efforts to keep such Registration Statement continuously effective and provide
all requisite financial statements for the applicable period; upon the
occurrence of any event that would cause any such Registration Statement or any
Prospectus contained therein (A) to contain a material misstatement or omission
or (B) not to be effective and usable for resale of Registrable Securities
during the period required by this Exhibit II, the Company shall prepare and
file an appropriate amendment to such Registration Statement and supplement to
the Prospectus, in the case of clause (A), correcting any such misstatement or
omission, and, in the case of either clause (A) or (B), use reasonable efforts
to cause such amendment to be declared effective and such Registration Statement
and the related Prospectus to become usable for their intended purpose(s) as
soon as practicable thereafter;

       

      
        
          
          

        

        
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      (iii)         
prepare and file with the
Commission such amendments and post-effective amendments to the Registration
Statement as may be necessary to keep the Registration Statement effective for a
period of at least ninety (90) days or such shorter period as will terminate
when all Registrable Securities covered by
such Registration Statement have been sold and there is no continuing prospectus
delivery requirement, and cause the Prospectus to be supplemented by any
required Prospectus supplement, and to comply with the applicable provisions of
Rules 424 and 430A under the Act in a timely manner;

      


      (iv)         
advise the managing underwriters, if any, and the selling Holders promptly and,
if requested by such persons, to confirm such advice in writing: (A) when the
Prospectus or any Prospectus supplement or post-effective amendment has been
filed, and, with respect to any Registration Statement or any post-effective
amendment thereto, when the same has become effective; (B) of any request by the
Commission for amendments to the Registration Statement or amendments or
supplements to the Prospectus or for additional information relating thereto;
(C) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement under the Act or of the suspension
by any state securities commission of the qualification of the Registrable
Securities for offering or sale in any jurisdiction, or the initiation of any
proceeding for any of the preceding purposes; and (D) of the existence of any
fact or the happening of any event that makes any statement of a material fact
made in the Registration Statement, the Prospectus, any amendment or supplement
thereto, or any document incorporated by reference therein untrue, or that
requires the making of any additions to or changes in the Registration Statement
or the Prospectus in order to make the statements therein not
misleading.

      


      If at any time the Commission shall
issue any stop order suspending the effectiveness of the Registration Statement,
or any state securities commission or other regulatory authority shall issue an
order suspending the qualification or exemption from qualification of the
Registrable Securities under state securities or Blue Sky laws, the Company
shall use reasonable efforts to obtain, as promptly as practicable, the
withdrawal or lifting of such order at the earliest possible
time;

      


      (v)       
   furnish to each
selling Holder of Registrable Securities in such Registration and each of the
managing underwriters, if any, before filing with the Commission, copies of any
Registration Statement or any Prospectus included therein or any amendments or
supplements to any such Registration Statement or Prospectus (including all
documents incorporated by reference), which documents will be subject to the
review of such selling Holder and managing underwriters, if any, for a period of
at least five (5) Business Days before filing, and the Company will not file any
such Registration Statement or Prospectus or any amendment or supplement to any
such Registration Statement or Prospectus (including all such documents
incorporated by reference) to which a selling Holder covered by such
Registration Statement or the managing underwriters, if any, shall reasonably
object within five (5) Business Days after the receipt
thereof;

      


      (vi)       
  make available at
reasonable times for inspection by each selling Holder, any managing underwriter
participating in any disposition pursuant to such Registration Statement, and
any attorney or accountant retained by such selling Holder or any of the
managing underwriters, pertinent financial and other records, pertinent
corporate documents and properties of the Company and cause the Company's
officers, directors and employees to supply information reasonably requested by
any such selling Holder, managing underwriter, attorney or accountant in
connection with such Registration Statement subsequent to the filing thereof and
prior to its effectiveness;

      


      
        
          
          

        

        
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      (vii)       
 if requested by any selling
Holder or the managing underwriters, if any, promptly incorporate in any
Registration Statement or Prospectus, pursuant to a supplement or post-effective
amendment if necessary, such information as such selling Holder and managing
underwriters, if any, may reasonably
request to have included therein relating to the selling Holder, the “Plan of
Distribution” of the Registrable Securities, information with respect to the
amount of Registrable Securities being sold to such managing underwriters, the
purchase price being paid therefor and any other terms of the offering of the
Registrable Securities to be sold in such offering; and make all required
filings of such Prospectus supplement or post-effective amendment as soon as
practicable after the Company is notified of the matters to be incorporated in
such Prospectus supplement or post-effective amendment;

       

      (viii)       
furnish to each selling Holder and
each of the managing underwriters, if any, without charge, one copy of the
Registration Statement, as first filed with the Commission, and of each
amendment thereto, including all documents incorporated by reference
therein);

       

      (ix)       
  deliver to each selling
Holder and each of the managing underwriters, if any, without charge, as many
copies of the Prospectus (including each preliminary prospectus) and any
amendment or supplement thereto as such persons reasonably may request; the
Company hereby consents to the use of the Prospectus and any amendment or
supplement thereto by each of the selling Holders and each of the managing
underwriters, if any, in connection with the offering and the sale of the
Registrable Securities covered by the Prospectus or any amendment or supplement
thereto;

       

      (x)   (A)  enter into customary
agreements (including an underwriting agreement in customary form in the case of
an underwritten offering); (B) make such representations and warranties to the
selling Holders and underwriters, if any, in form, substance and scope as are
customarily made by issuers to underwriters in secondary underwritten offerings;
and (C) upon the reasonable request of any selling Holder or the managing
underwriter, if any, use reasonable efforts to obtain a “comfort” letter, an
opinion or opinions from counsel for the Company in customary form and a
certificate of a principal financial or accounting officer of the Company,
confirming, as of the date thereof, such representations, warranties and other
matters as the selling Holder or managing underwriters, if any, may reasonably
request;

       

      (xi)         
prior to any public offering of
Registrable Securities, cooperate with the selling Holders, the managing
underwriters, if any, and their respective counsel in connection with the
registration and qualification of the Registrable Securities under the
securities or Blue Sky laws of such jurisdictions as the selling Holders or
managing underwriters, if any, may request and do any and all other acts or
things necessary or advisable to enable the disposition in such jurisdictions of
the Registrable Securities covered by the Registration
Statement;

      


      (xii)       
 cooperate with the selling
Holders and the managing underwriters, if any, to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to
be sold and not bearing any restrictive legends; and enable such Registrable
Securities to be in such denominations and registered in such names as the
selling Holders or the managing underwriters, if any, may request at least two
(2) Business Days prior to any sale of Registrable Securities made by such
managing underwriters;

      


      (xiii)       
cause all Registrable Securities
covered by the Registration Statement to be listed on each securities exchange
on which similar securities issued by the Company are then listed if requested
by the Holders of a majority in aggregate amount of Registrable Securities being
offered in the offering or the managing underwriters, if any;
and

       

      
        
           


        

        
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      (xiv)       
provide promptly to each selling Holder, upon request, each document filed with
the Commission pursuant to the requirements of Section 13 and Section 15 of the
Exchange Act during such period as such selling Holder is required to deliver a
prospectus.

      


      (b)         
 The Company may require each selling Holder of Registrable Securities as
to which any Registration is being effected to furnish to the Company such
information regarding the proposed distribution of such securities as the
Company may from time to time reasonably request in writing.

      


      Section 2.3   
 Registration
Expenses.

      


      (a)         
 To the extent not inconsistent with applicable law, all expenses incident
to the Company's performance of or compliance with this Exhibit II will be borne
by the Company regardless of whether a Registration Statement becomes effective,
of the following, if any, incurred in connection with conducting such
Registration): (i) all registration and filing fees and expenses; (ii) all fees
and expenses of the Company’s compliance with applicable securities laws; (iii)
all expenses of printing, messenger and delivery services and telephone; (iv)
all fees and disbursements of counsel for the Company; (v) all listing and
filing fees, if any, in connection with listing the Registrable Securities on a
securities exchange or automated quotation system pursuant to the requirements
of this Exhibit II; (vi) all fees and disbursements of independent certified
public accountants of the Company (including the expenses of any management
review or cold comfort letters); (vii) expenses of printing certificates for the
Registrable Securities in a form eligible for deposit with Depositary Trust
Company; (viii) internal expenses (including all salaries and expenses of the
Company’s officers and employees performing legal or accounting duties); (ix)
securities acts liability insurance (if the Company elects to obtain such
insurance); and (x) the reasonable fees and expenses of any special experts
retained by the Company in connection with such
registration.

       

      Section 2.4 
  Rule
144.

       

      The Company agrees that it will endeavor
to file in a timely manner all reports required to be filed by it pursuant to
the Act and the Exchange Act and will take such further action as any Holder of
Registrable Securities may reasonably request in order that such Holder may
effect sales of its Common Shares pursuant to Rule 144. At any reasonable time
and upon request of any Holder of Registrable Securities, the Company will
furnish all such Holders with such information as may be necessary to enable
such Holders to effect sales of Common Shares pursuant to Rule 144 under the Act
and will deliver to all such Holders a written statement as to whether it has
complied with such requirements.


      
        
           


        

        
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