**SECURITIES
      PURCHASE AGREEMENT**




SECURITIES
      PURCHASE AGREEMENT (this “ **Agreement** ”),
      dated
      as of March 21, 2006, by and among Clickable Enterprises, Inc. a Delaware
      corporation, with headquarters located at 711 South Columbus Avenue, Mount
      Vernon, New York 10550 (the “ **Company** ”),
      and
      each of the purchasers set forth on the signature pages hereto (the
“ **Buyers** ”).




**WHEREAS:**




**A.**  The
      Company and the Buyers are executing and delivering this Agreement in reliance
      upon the exemption from securities registration afforded by the rules and
      regulations as promulgated by the United States Securities and Exchange
      Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933
      Act”);




**B.**  Buyers
      desire to purchase and the Company desires to issue and sell, upon the terms
      and
      conditions set forth in this Agreement (i) 6% convertible debentures of the
      Company, in the form attached hereto as **Exhibit
      “A”** ,
      in the
      aggregate principal amount of One Million Dollars ($1,000,000) (together with
      any debenture(s) issued in replacement thereof or as a dividend thereon or
      otherwise with respect thereto in accordance with the terms thereof, the
“ **Debentures** ”),
      convertible into shares of common stock, par value $.001 per share, of the
      Company (the “ **Common
      Stock** ”),
      upon
      the terms and subject to the limitations and conditions set forth in such
      Debentures and (ii) warrants, in the form attached hereto as **Exhibit
      “B”** ,
      to
      purchase 4,000,000 shares of Common Stock (the **“Warrants”** ).




**C.**  Each
      Buyer wishes to purchase, upon the terms and conditions stated in this
      Agreement, such principal amount of Debentures and number of Warrants as is
      set
      forth immediately below its name on the signature pages hereto; and




**D.**  Contemporaneous
      with the execution and delivery of this Agreement, the parties hereto are
      executing and delivering a Registration Rights Agreement, in the form attached
      hereto as **Exhibit
      “C”** (the
“ **Registration
      Rights Agreement** ”),
      pursuant to which the Company has agreed to provide certain registration rights
      under the 1933 Act and the rules and regulations promulgated thereunder, and
      applicable state securities laws.




**NOW
      THEREFORE** ,
      the
      Company and each of the Buyers severally (and not jointly) hereby agree as
      follows:




**1.**  **PURCHASE
      AND SALE OF DEBENTURES AND WARRANTS** .




**a.**  **Purchase
      of Debentures and Warrants** .
      On the
      Closing Date (as defined below), the Company shall issue and sell to each Buyer
      and each Buyer severally agrees to purchase from the Company such principal
      amount of Debentures and number of Warrants as is set forth immediately below
      such Buyer’s name on the signature pages hereto.




**b.**  **Form
      of Payment** .
      On the
      Closing Date (as defined below), (i) each Buyer shall pay the purchase price
      for
      the Debentures and the Warrants to be issued and sold to it at the Closing
      (as
      defined below) (the “ **Purchase
      Price** ”)
      by
      wire transfer of immediately available funds to the Company, in accordance
      with
      the Company’s written wiring instructions, against delivery of the Debentures in
      the principal amount equal to the Purchase Price and the number of Warrants
      as
      is set forth immediately below such Buyer’s name on the signature pages hereto,
      and (ii) the Company shall deliver such Debentures and Warrants duly executed
      on
      behalf of the Company, to such Buyer, against delivery of such Purchase Price.







**c.**  **Closing
      Date** .
      Subject
      to the satisfaction (or written waiver) of the conditions thereto set forth
      in
      Section 6 and Section 7 below, the date and time of the issuance and sale of
      the
      Debentures and the Warrants pursuant to this Agreement (the “ **Closing
      Date** ”)
      shall
      be 12:00 noon, Eastern Standard Time on March 21, 2006, or such other mutually
      agreed upon time. The closing of the transactions contemplated by this Agreement
      (the “ **Closing** ”)
      shall
      occur on the Closing Date at such location as may be agreed to by the
      parties.




**2.**  **BUYERS’
      REPRESENTATIONS AND WARRANTIES** .
      Each
      Buyer severally (and not jointly) represents and warrants to the Company solely
      as to such Buyer that:




**a.**  **Investment
      Purpose** .
      As of
      the date hereof, the Buyer is purchasing the Debentures and the shares of Common
      Stock issuable upon conversion of or otherwise pursuant to the Debentures
      (including, without limitation, such additional shares of Common Stock, if
      any,
      as are issuable (i) on account of interest on the Debentures, (ii) as a result
      of the events described in Sections 1.3 and 1.4(g) of the Debentures and Section
      2(c) of the Registration Rights Agreement or (iii) in payment of the Standard
      Liquidated Damages Amount (as defined in Section 2(f) below) pursuant to this
      Agreement, such shares of Common Stock being collectively referred to herein
      as
      the “ **Conversion
      Shares** ”)
      and
      the Warrants and the shares of Common Stock issuable upon exercise thereof
      (the
“ **Warrant
      Shares** ”
and,
      collectively with the Debentures, Warrants and Conversion Shares, the
“ **Securities** ”)
      for
      its own account and not with a present view towards the public sale or
      distribution thereof, except pursuant to sales registered or exempted from
      registration under the 1933 Act; provided , however ,
      that by
      making the representations herein, the Buyer does not agree to hold any of
      the
      Securities for any minimum or other specific term and reserves the right to
      dispose of the Securities at any time in accordance with or pursuant to a
      registration statement or an exemption under the 1933 Act.




**b.**  **Accredited
      Investor Status** .
      The
      Buyer is an “accredited investor” as that term is defined in Rule 501(a) of
      Regulation D (an “ **Accredited
      Investor** ”).




**c.**  **Reliance
      on Exemptions** .
      The
      Buyer understands that the Securities are being offered and sold to it in
      reliance upon specific exemptions from the registration requirements of United
      States federal and state securities laws and that the Company is relying upon
      the truth and accuracy of, and the Buyer’s compliance with, the representations,
      warranties, agreements, acknowledgments and understandings of the Buyer set
      forth herein in order to determine the availability of such exemptions and
      the
      eligibility of the Buyer to acquire the Securities.




**d.**  **Information** .
      The
      Buyer and its advisors, if any, have been, and for so long as the Debentures
      and
      Warrants remain outstanding will continue to be, furnished with all materials
      relating to the business, finances and operations of the Company and materials
      relating to the offer and sale of the Securities which have been requested
      by
      the Buyer or its advisors. The Buyer and its advisors, if any, have been, and
      for so long as the Debentures and Warrants remain outstanding will continue
      to
      be, afforded the opportunity to ask questions of the Company. Notwithstanding
      the foregoing, the Company has not disclosed to the Buyer any material nonpublic
      information and will not disclose such information unless such information
      is
      disclosed to the public prior to or promptly following such disclosure to the
      Buyer. Neither such inquiries nor any other due diligence investigation
      conducted by Buyer or any of its advisors or representatives shall modify,
      amend
      or affect Buyer’s right to rely on the Company’s representations and warranties
      contained in Section 3 below. The Buyer understands that its investment in
      the
      Securities involves a significant degree of risk.


2




**e.**  **Governmental
      Review** .
      The
      Buyer understands that no United States federal or state agency or any other
      government or governmental agency has passed upon or made any recommendation
      or
      endorsement of the Securities.




**f.**  **Transfer
      or Re-sale** .
      The
      Buyer understands that (i) except as provided in the Registration Rights
      Agreement, the sale or re-sale of the Securities has not been and is not being
      registered under the 1933 Act or any applicable state securities laws, and
      the
      Securities may not be transferred unless (a) the Securities are sold pursuant
      to
      an effective registration statement under the 1933 Act, (b) the Buyer shall
      have
      delivered to the Company an opinion of counsel that shall be in form, substance
      and scope customary for opinions of counsel in comparable transactions to the
      effect that the Securities to be sold or transferred may be sold or transferred
      pursuant to an exemption from such registration, which opinion shall be accepted
      by the Company, provided such opinion is issued by Ballard Spahr Andrews &
Ingersoll, LLP or such other law firm as may be reasonably acceptable to the
      Company (“ **Qualifying
      Buyer Counsel** ”)
      (c)
      the Securities are sold or transferred to an “affiliate” (as defined in Rule 144
      promulgated under the 1933 Act (or a successor rule) (“ **Rule
      144** ”))
      of
      the Buyer who agrees to sell or otherwise transfer the Securities only in
      accordance with this Section 2(f) and who is an Accredited Investor, (d) in
      the
      opinion of Qualifying Buyer Counsel, the Securities are sold pursuant to Rule
      144, or (e) the Securities are sold pursuant to Regulation S under the 1933
      Act
      (or a successor rule) (“ **Regulation
      S** ”),
      and
      the Buyer shall have delivered to the Company an opinion of counsel that shall
      be in form, substance and scope customary for opinions of counsel in corporate
      transactions, which opinion shall be accepted by the Company iprovided such
      opinion is issued by Qualifying Buyer Counsel; (ii) any sale of such Securities
      made in reliance on Rule 144 may be made only in accordance with the terms
      of
      said Rule and further, if said Rule is not applicable, any re-sale of such
      Securities under circumstances in which the seller (or the person through whom
      the sale is made) may be deemed to be an underwriter (as that term is defined
      in
      the 1933 Act) may require compliance with some other exemption under the 1933
      Act or the rules and regulations of the SEC thereunder; and (iii) neither the
      Company nor any other person is under any obligation to register such Securities
      under the 1933 Act or any state securities laws or to comply with the terms
      and
      conditions of any exemption thereunder (in each case, other than pursuant to
      the
      Registration Rights Agreement). Notwithstanding the foregoing or anything else
      contained herein to the contrary, the Securities may be pledged as collateral
      in
      connection with a bona  fide margin
      account or other lending arrangement. In the event that the Company does not
      accept the opinion of counsel provided by the Buyer Qualifying Buyer Counsel
      with respect to the transfer of Securities pursuant to an exemption from
      registration, such as Rule 144 or Regulation S, within three (3) business days
      of delivery of the opinion to the Company, the Company shall pay to the Buyer
      liquidated damages of three percent (3%) of the outstanding amount of the
      Debentures per month plus accrued and unpaid interest on the Debentures,
      prorated for partial months, in cash or shares at the option of the Company
      (“ **Standard
      Liquidated Damages Amount** ”).
      If
      the Company elects to pay the Standard Liquidated Damages Amount in shares
      of
      Common Stock, such shares shall be issued at the Conversion Price at the time
      of
      payment.


3




**g.**  **Legends** .
      The
      Buyer understands that the Debentures and the Warrants and, until such time
      as
      the Conversion Shares and Warrant Shares have been registered under the 1933
      Act
      as contemplated by the Registration Rights Agreement or otherwise may be sold
      pursuant to Rule 144 or Regulation S without any restriction as to the number
      of
      securities as of a particular date that can then be immediately sold, the
      Conversion Shares and Warrant Shares may bear a restrictive legend in
      substantially the following form (and a stop-transfer order may be placed
      against transfer of the certificates for such Securities):




“The
      securities represented by this certificate have not been registered under the
      Securities Act of 1933, as amended. The securities may not be sold, transferred
      or assigned in the absence of an effective registration statement for the
      securities under said Act, or an opinion of counsel, in form, substance and
      scope customary for opinions of counsel in comparable transactions, that
      registration is not required under said Act or unless sold pursuant to Rule
      144
      or Regulation S under said Act.”




The
      legend set forth above shall be removed and the Company shall issue a
      certificate without such legend to the holder of any Security upon which it
      is
      stamped, if, unless otherwise required by applicable state securities laws,
      (a)
      such Security is registered for sale under an effective registration statement
      filed under the 1933 Act (and the Company has received the opinion of Qualifying
      Buyer Counsel that the legend may be removed prior to the sale of such security
      pursuant to the Registration Statement) or otherwise may be sold pursuant to
      Rule 144 or Regulation S without any restriction as to the number of securities
      as of a particular date that can then be immediately sold or the type of
      transaction in which they may be sold, or (b) such holder provides the Company
      with an opinion of counsel from Qualifying buyer Counsel, in form, substance
      and
      scope customary for opinions of counsel in comparable transactions, to the
      effect that a public sale or transfer of such Security may be made without
      registration under the 1933 Act, which opinion shall be accepted by the Company
      so that the sale or transfer is effected or (c) such holder provides the Company
      with reasonable assurances that such Security can be sold pursuant to Rule
      144
      or Regulation S. The Buyer agrees to sell all Securities, including those
      represented by a certificate(s) from which the legend has been removed, in
      compliance with applicable prospectus delivery requirements, if
      any.




**h.**  **Authorization;
      Enforcement** .
      This
      Agreement and the Registration Rights Agreement have been duly and validly
      authorized. This Agreement has been duly executed and delivered on behalf of
      the
      Buyer, and this Agreement constitutes, and upon execution and delivery by the
      Buyer of the Registration Rights Agreement, such agreement will constitute,
      valid and binding agreements of the Buyer enforceable in accordance with their
      terms.


4




**i.**  **Residency** .
      The
      Buyer is a resident of the jurisdiction set forth immediately below such Buyer’s
      name on the signature pages hereto.




**3.**  **REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY** .
      The
      Company represents and warrants to each Buyer that:




**a.**  **Organization
      and Qualification** .
      The
      Company and each of its Subsidiaries (as defined below), if any, is a
      corporation duly organized, validly existing and in good standing under the
      laws
      of the jurisdiction in which it is incorporated, with full power and authority
      (corporate and other) to own, lease, use and operate its properties and to
      carry
      on its business as and where now owned, leased, used, operated and conducted. **Schedule
      3(a)** sets
      forth a list of all of the Subsidiaries of the Company and the jurisdiction
      in
      which each is incorporated. The Company and each of its Subsidiaries is duly
      qualified as a foreign corporation to do business and is in good standing in
      every jurisdiction in which its ownership or use of property or the nature
      of
      the business conducted by it makes such qualification necessary except where
      the
      failure to be so qualified or in good standing would not have a Material Adverse
      Effect. “ **Material
      Adverse Effect** ”
means
      any material adverse effect on the business, operations, assets, financial
      condition or prospects of the Company or its Subsidiaries, if any, taken as
      a
      whole, or on the transactions contemplated hereby or by the agreements or
      instruments to be entered into in connection herewith. “ **Subsidiaries** ”
means
      any corporation or other organization, whether incorporated or unincorporated,
      in which the Company owns, directly or indirectly, any equity or other ownership
      interest.




**b.**  **Authorization;
      Enforcement** .
      (i) The
      Company has all requisite corporate power and authority to enter into and
      perform this Agreement, the Registration Rights Agreement, the Debentures and
      the Warrants and to consummate the transactions contemplated hereby and thereby
      and to issue the Securities, in accordance with the terms hereof and thereof,
      (ii) the execution and delivery of this Agreement, the Registration Rights
      Agreement, the Debentures and the Warrants by the Company and the consummation
      by it of the transactions contemplated hereby and thereby (including without
      limitation, the issuance of the Debentures and the Warrants and the issuance
      and
      reservation for issuance of the Conversion Shares and Warrant Shares issuable
      upon conversion or exercise thereof) have been duly authorized by the Company’s
      Board of Directors and no further consent or authorization of the Company,
      its
      Board of Directors, or its shareholders is required, (iii) this Agreement has
      been duly executed and delivered by the Company by its authorized
      representative, and such authorized representative is the true and official
      representative with authority to sign this Agreement and the other documents
      executed in connection herewith and bind the Company accordingly, and (iv)
      this
      Agreement constitutes, and upon execution and delivery by the Company of the
      Registration Rights Agreement, the Debentures and the Warrants, each of such
      instruments will constitute, a legal, valid and binding obligation of the
      Company enforceable against the Company in accordance with its
      terms.




**c.**  **Capitalization** .
      As of
      the date hereof, the authorized capital stock of the Company consists of (i)
      50,000,000 shares of Common Stock, of which [ ] shares are issued and
      outstanding, no___________ shares are reserved for issuance pursuant to the
      Company’s stock option plans, [ ]no shares are reserved for issuance pursuant to
      securities (other than the Debentures and the Warrants and debentures, warrants
      and convertible preferred stock held by the Buyers or their affiliates)
      exercisable for, or convertible into or exchangeable for shares of Common Stock
      and, [ ] shares are reserved for issuance upon conversion of the Debentures
      and
      exercise of the Warrants; and (ii) 10,000,000 shares of preferred stock,
      1,200 of which have been designated as Series A Convertible Preferred Stock
      and
      are issued and outstanding. All of such outstanding shares of capital stock
      are,
      or upon issuance will be, duly authorized, validly issued, fully paid and
      nonassessable. No shares of capital stock of the Company are subject to
      preemptive rights or any other similar rights of the shareholders of the Company
      or any liens or encumbrances imposed through the actions or failure to act
      of
      the Company. Except as disclosed in **Schedule
      3(c)** ,
      as of
      the effective date of this Agreement, (i) there are no outstanding options,
      warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal,
      agreements, understandings, claims or other commitments or rights of any
      character whatsoever relating to, or securities or rights convertible into
      or
      exchangeable for any shares of capital stock of the Company or any of its
      Subsidiaries, or arrangements by which the Company or any of its Subsidiaries
      is
      or may become bound to issue additional shares of capital stock of the Company
      or any of its Subsidiaries, (ii) there are no agreements or arrangements under
      which the Company or any of its Subsidiaries is obligated to register the sale
      of any of its or their securities under the 1933 Act (except the Registration
      Rights Agreement) and (iii) there are no anti-dilution or price adjustment
      provisions contained in any security issued by the Company (or in any agreement
      providing rights to security holders) that will be triggered by the issuance
      of
      the Debentures, the Warrants, the Conversion Shares or Warrant Shares. The
      Company has furnished to the Buyer true and correct copies of the Company’s
      Articles of Incorporation as in effect on the date hereof (“ **Articles
      of Incorporation** ”),
      the
      Company’s By-laws, as in effect on the date hereof (the “ **By-laws** ”),
      and
      the terms of all securities convertible into or exercisable for Common Stock
      of
      the Company and the material rights of the holders thereof in respect thereto.
      The Company shall provide the Buyer with a written update of this representation
      signed by the Company’s Chief Executive or Chief Financial Officer on behalf of
      the Company as of the Closing Date.


5




**d.**  **Issuance
      of Shares** .
      The
      Conversion Shares and Warrant Shares are duly authorized and reserved for
      issuance and, upon conversion of the Debentures and exercise of the Warrants
      in
      accordance with their respective terms, will be validly issued, fully paid
      and
      non-assessable, and free from all taxes, liens, claims and encumbrances with
      respect to the issue thereof and shall not be subject to preemptive rights
      or
      other similar rights of shareholders of the Company and will not impose personal
      liability upon the holder thereof.




**e.**  **Acknowledgment
      of Dilution** .
      The
      Company understands and acknowledges the potentially dilutive effect to the
      Common Stock upon the issuance of the Conversion Shares and Warrant Shares
      upon
      conversion of the Debenture or exercise of the Warrants. The Company further
      acknowledges that its obligation to issue Conversion Shares and Warrant Shares
      upon conversion of the Debentures or exercise of the Warrants in accordance
      with
      this Agreement, the Debentures and the Warrants is absolute and unconditional
      regardless of the dilutive effect that such issuance may have on the ownership
      interests of other shareholders of the Company.




**f.**  **No
      Conflicts** .
      The
      execution, delivery and performance of this Agreement, the Registration Rights
      Agreement, the Debentures and the Warrants by the Company and the consummation
      by the Company of the transactions contemplated hereby and thereby (including,
      without limitation, the issuance and reservation for issuance of the Conversion
      Shares and Warrant Shares) will not (i) conflict with or result in a violation
      of any provision of the Articles of Incorporation or By-laws or (ii) violate
      or
      conflict with, or result in a breach of any provision of, or constitute a
      default (or an event which with notice or lapse of time or both could become
      a
      default) under, or give to others any rights of termination, amendment,
      acceleration or cancellation of, any agreement, indenture, patent, patent
      license or instrument to which the Company or any of its Subsidiaries is a
      party, or (iii) result in a violation of any law, rule, regulation, order,
      judgment or decree (including federal and state securities laws and regulations
      and regulations of any self-regulatory organizations to which the Company or
      its
      securities are subject) applicable to the Company or any of its Subsidiaries
      or
      by which any property or asset of the Company or any of its Subsidiaries is
      bound or affected (except for such conflicts, defaults, terminations,
      amendments, accelerations, cancellations and violations as would not,
      individually or in the aggregate, have a Material Adverse Effect). Neither
      the
      Company nor any of its Subsidiaries is in violation of its Articles of
      Incorporation, By-laws or other organizational documents and neither the Company
      nor any of its Subsidiaries is in default (and no event has occurred which
      with
      notice or lapse of time or both could put the Company or any of its Subsidiaries
      in default) under, and neither the Company nor any of its Subsidiaries has
      taken
      any action or failed to take any action that would give to others any rights
      of
      termination, amendment, acceleration or cancellation of, any agreement,
      indenture or instrument to which the Company or any of its Subsidiaries is
      a
      party or by which any property or assets of the Company or any of its
      Subsidiaries is bound or affected, except for possible defaults as would not,
      individually or in the aggregate, have a Material Adverse Effect. The businesses
      of the Company and its Subsidiaries, if any, are not being conducted, and shall
      not be conducted so long as a Buyer owns any of the Securities, in violation
      of
      any law, ordinance or regulation of any governmental entity. Except as
      specifically contemplated by this Agreement and as required under the 1933
      Act
      and any applicable state securities laws, the Company is not required to obtain
      any consent, authorization or order of, or make any filing or registration
      with,
      any court, governmental agency, regulatory agency, self regulatory organization
      or stock market or any third party in order for it to execute, deliver or
      perform any of its obligations under this Agreement, the Registration Rights
      Agreement, the Debentures or the Warrants in accordance with the terms hereof
      or
      thereof or to issue and sell the Debentures and Warrants in accordance with
      the
      terms hereof and to issue the Conversion Shares upon conversion of the
      Debentures and the Warrant Shares upon exercise of the Warrants. Except as
      disclosed in **Schedule
      3(f)** ,
      all
      consents, authorizations, orders, filings and registrations which the Company
      is
      required to obtain pursuant to the preceding sentence have been obtained or
      effected on or prior to the date hereof. Subject to the Listing (as defined
      in
      Section 4(n)), Tthe Company is not in violation of the listing requirements
      of
      the Over-the-Counter Bulletin Board (the “ **OTCBB** ”)
      and
      does not reasonably anticipate that the Common Stock will be delisted by the
      OTCBB in the foreseeable future. The Company and its Subsidiaries are unaware
      of
      any facts or circumstances which might give rise to any of the foregoing.


6




**g.**  **SEC
      Documents; Financial Statements** .
      Except
      as disclosed in **Schedule
      3(g)** ,
      the
      Company has timely filed all reports, schedules, forms, statements and other
      documents required to be filed by it with the SEC pursuant to the reporting
      requirements of the Securities Exchange Act of 1934, as amended (the
“ **1934
      Act** ”)
      (all
      of the foregoing filed prior to the date hereof and all exhibits included
      therein and financial statements and schedules thereto and documents (other
      than
      exhibits to such documents) incorporated by reference therein, being hereinafter
      referred to herein as the “ **SEC
      Documents** ”).
      The
      Company has delivered to each Buyer true and complete copies of the SEC
      Documents, except for such exhibits and incorporated documents. As of their
      respective dates, the SEC Documents complied in all material respects with
      the
      requirements of the 1934 Act and the rules and regulations of the SEC
      promulgated thereunder applicable to the SEC Documents, and none of the SEC
      Documents, at the time they were filed with the SEC, contained any untrue
      statement of a material fact or omitted to state a material fact required to
      be
      stated therein or necessary in order to make the statements therein, in light
      of
      the circumstances under which they were made, not misleading. None of the
      statements made in any such SEC Documents is, or has been, required to be
      amended or updated under applicable law (except for such statements as have
      been
      amended or updated in subsequent filings prior the date hereof). As of their
      respective dates, the financial statements of the Company included in the SEC
      Documents complied as to form in all material respects with applicable
      accounting requirements and the published rules and regulations of the SEC
      with
      respect thereto. Such financial statements have been prepared in accordance
      with
      United States generally accepted accounting principles, consistently applied,
      during the periods involved (except (i) as may be otherwise indicated in such
      financial statements or the notes thereto, or (ii) in the case of unaudited
      interim statements, to the extent they may not include footnotes or may be
      condensed or summary statements) and fairly present in all material respects
      the
      consolidated financial position of the Company and its consolidated Subsidiaries
      as of the dates thereof and the consolidated results of their operations and
      cash flows for the periods then ended (subject, in the case of unaudited
      statements, to normal year-end audit adjustments). Except as set forth in the
      financial statements of the Company included in the SEC Documents, the Company
      has no liabilities, contingent or otherwise, other than (i) liabilities incurred
      in the ordinary course of business subsequent to March 31, 2004 and (ii)
      obligations under contracts and commitments incurred in the ordinary course
      of
      business and not required under generally accepted accounting principles to
      be
      reflected in such financial statements, which, individually or in the aggregate,
      are not material to the financial condition or operating results of the
      Company.


7




**h.**  **Absence
      of Certain Changes** .
      Except
      as set forth on **Schedule
      3(h)** ,
      since
      March 31, 2004, there has been no material adverse change and no material
      adverse development in the assets, liabilities, business, properties,
      operations, financial condition, results of operations or prospects of the
      Company or any of its Subsidiaries.




**i.**  **Absence
      of Litigation** .
      There
      is no action, suit, claim, proceeding, inquiry or investigation before or by
      any
      court, public board, government agency, self-regulatory organization or body
      pending or, to the knowledge of the Company or any of its Subsidiaries,
      threatened against or affecting the Company or any of its Subsidiaries, or
      their
      officers or directors in their capacity as such, that could have a Material
      Adverse Effect. **Schedule
      3(i)** contains
      a complete list and summary description of any pending or threatened proceeding
      against or affecting the Company or any of its Subsidiaries, without regard
      to
      whether it would have a Material Adverse Effect. The Company and its
      Subsidiaries are unaware of any facts or circumstances which might give rise
      to
      any of the foregoing.




**j.**  **Patents,
      Copyrights, etc** .
      The
      Company and each of its Subsidiaries owns or possesses the requisite licenses
      or
      rights to use all patents, patent applications, patent rights, inventions,
      know-how, trade secrets, trademarks, trademark applications, service marks,
      service names, trade names and copyrights (“ **Intellectual
      Property** ”)
      necessary to enable it to conduct its business as now operated (and, except
      as
      set forth in **Schedule
      3(j)** hereof,
      to the best of the Company’s knowledge, as presently contemplated to be operated
      in the future); there is no claim or action by any person pertaining to, or
      proceeding pending, or to the Company’s knowledge threatened, which challenges
      the right of the Company or of a Subsidiary with respect to any Intellectual
      Property necessary to enable it to conduct its business as now operated (and,
      except as set forth in **Schedule
      3(j)** hereof,
      to the best of the Company’s knowledge, as presently contemplated to be operated
      in the future); to the best of the Company’s knowledge, the Company’s or its
      Subsidiaries’ current and intended products, services and processes do not
      infringe on any Intellectual Property or other rights held by any person; and
      the Company is unaware of any facts or circumstances which might give rise
      to
      any of the foregoing. The Company and each of its Subsidiaries have taken
      reasonable security measures to protect the secrecy, confidentiality and value
      of their Intellectual Property.


8




**k.**  **No
      Materially Adverse Contracts, Etc** .
      Neither
      the Company nor any of its Subsidiaries is subject to any charter, corporate
      or
      other legal restriction, or any judgment, decree, order, rule or regulation
      which in the judgment of the Company’s officers has or is expected in the future
      to have a Material Adverse Effect. Neither the Company nor any of its
      Subsidiaries is a party to any contract or agreement which in the judgment
      of
      the Company’s officers has or is expected to have a Material Adverse
      Effect.




**l.**  **Tax
      Status** .
      Except
      as set forth on **Schedule
      3(l)** ,
      the
      Company and each of its Subsidiaries has made or filed all federal, state and
      foreign income and all other tax returns, reports and declarations required
      by
      any jurisdiction to which it is subject (unless and only to the extent that
      the
      Company and each of its Subsidiaries has set aside on its books provisions
      reasonably adequate for the payment of all unpaid and unreported taxes) and
      has
      paid all taxes and other governmental assessments and charges that are material
      in amount, shown or determined to be due on such returns, reports and
      declarations, except those being contested in good faith and has set aside
      on
      its books provisions reasonably adequate for the payment of all taxes for
      periods subsequent to the periods to which such returns, reports or declarations
      apply. There are no unpaid taxes in any material amount claimed to be due by
      the
      taxing authority of any jurisdiction, and the officers of the Company know
      of no
      basis for any such claim. The Company has not executed a waiver with respect
      to
      the statute of limitations relating to the assessment or collection of any
      foreign, federal, state or local tax. Except as set forth on **Schedule
      3(l)** ,
      none of
      the Company’s tax returns is presently being audited by any taxing
      authority.




**m.**  **Certain
      Transactions** .
      Except
      as set forth on **Schedule
      3(m)** and
      except for arm’s length transactions pursuant to which the Company or any of its
      Subsidiaries makes payments in the ordinary course of business upon terms no
      less favorable than the Company or any of its Subsidiaries could obtain from
      third parties, none of the officers, directors, or employees of the Company
      is
      presently a party to any transaction with the Company or any of its Subsidiaries
      (other than for services as employees, officers and directors), including any
      contract, agreement or other arrangement providing for the furnishing of
      services to or by, providing for rental of real or personal property to or
      from,
      or otherwise requiring payments to or from any officer, director or such
      employee or, to the knowledge of the Company, any corporation, partnership,
      trust or other entity in which any officer, director, or any such employee
      has a
      substantial interest or is an officer, director, trustee or
      partner.




9




**n.**  **Disclosure** .
      All
      information relating to or concerning the Company or any of its Subsidiaries
      set
      forth in this Agreement and provided to the Buyers pursuant to Section 2(d)
      hereof and otherwise in connection with the transactions contemplated hereby
      is
      true and correct in all material respects and the Company has not omitted to
      state any material fact necessary in order to make the statements made herein
      or
      therein, in light of the circumstances under which they were made, not
      misleading. No event or circumstance has occurred or exists with respect to
      the
      Company or any of its Subsidiaries or its or their business, properties,
      prospects, operations or financial conditions, which, under applicable law,
      rule
      or regulation, requires public disclosure or announcement by the Company but
      which has not been so publicly announced or disclosed (assuming for this purpose
      that the Company’s reports filed under the 1934 Act are being incorporated into
      an effective registration statement filed by the Company under the 1933
      Act).




**o.**  **Acknowledgment
      Regarding Buyers’ Purchase of Securities** .
      The
      Company acknowledges and agrees that the Buyers are acting solely in the
      capacity of arm’s length purchasers with respect to this Agreement and the
      transactions contemplated hereby. The Company further acknowledges that no
      Buyer
      is acting as a financial advisor or fiduciary of the Company (or in any similar
      capacity) with respect to this Agreement and the transactions contemplated
      hereby and any statement made by any Buyer or any of their respective
      representatives or agents in connection with this Agreement and the transactions
      contemplated hereby is not advice or a recommendation and is merely incidental
      to the Buyers’ purchase of the Securities. The Company further represents to
      each Buyer that the Company’s decision to enter into this Agreement has been
      based solely on the independent evaluation of the Company and its
      representatives.




**p.**  **No
      Integrated Offering** .
      Neither
      the Company, nor any of its affiliates, nor any person acting on its or their
      behalf, has directly or indirectly made any offers or sales in any security
      or
      solicited any offers to buy any security under circumstances that would require
      registration under the 1933 Act of the issuance of the Securities to the Buyers.
      The issuance of the Securities to the Buyers will not be integrated with any
      other issuance of the Company’s securities (past, current or future) for
      purposes of any shareholder approval provisions applicable to the Company or
      its
      securities.




**q.**  **No
      Brokers** .
      The
      Company has taken no action which would give rise to any claim by any person
      for
      brokerage commissions, transaction fees or similar payments relating to this
      Agreement or the transactions contemplated hereby.




**r.**  **Permits;
      Compliance** .
      The
      Company and each of its Subsidiaries is in possession of all franchises, grants,
      authorizations, licenses, permits, easements, variances, exemptions, consents,
      certificates, approvals and orders necessary to own, lease and operate its
      properties and to carry on its business as it is now being conducted
      (collectively, the “ **Company
      Permits** ”),
      and
      there is no action pending or, to the knowledge of the Company, threatened
      regarding suspension or cancellation of any of the Company Permits. Neither
      the
      Company nor any of its Subsidiaries is in conflict with, or in default or
      violation of, any of the Company Permits, except for any such conflicts,
      defaults or violations which, individually or in the aggregate, would not
      reasonably be expected to have a Material Adverse Effect. Since March 31, 2004,
      neither the Company nor any of its Subsidiaries has received any notification
      with respect to possible conflicts, defaults or violations of applicable laws,
      except for notices relating to possible conflicts, defaults or violations,
      which
      conflicts, defaults or violations would not have a Material Adverse
      Effect.


10




**s.**  **Environmental
      Matters** .




**(i)**  Except
      as
      set forth in **Schedule
      3(s)** ,
      there
      are, to the Company’s knowledge, with respect to the Company or any of its
      Subsidiaries or any predecessor of the Company, no past or present violations
      of
      Environmental Laws (as defined below), releases of any material into the
      environment, actions, activities, circumstances, conditions, events, incidents,
      or contractual obligations which may give rise to any common law environmental
      liability or any liability under the Comprehensive Environmental Response,
      Compensation and Liability Act of 1980 or similar federal, state, local or
      foreign laws and neither the Company nor any of its Subsidiaries has received
      any notice with respect to any of the foregoing, nor is any action pending
      or,
      to the Company’s knowledge, threatened in connection with any of the foregoing.
      The term “ **Environmental
      Laws** ”
means
      all federal, state, local or foreign laws relating to pollution or protection
      of
      human health or the environment (including, without limitation, ambient air,
      surface water, groundwater, land surface or subsurface strata), including,
      without limitation, laws relating to emissions, discharges, releases or
      threatened releases of chemicals, pollutants contaminants, or toxic or hazardous
      substances or wastes (collectively, “ **Hazardous
      Materials** ”)
      into
      the environment, or otherwise relating to the manufacture, processing,
      distribution, use, treatment, storage, disposal, transport or handling of
      Hazardous Materials, as well as all authorizations, codes, decrees, demands
      or
      demand letters, injunctions, judgments, licenses, notices or notice letters,
      orders, permits, plans or regulations issued, entered, promulgated or approved
      thereunder.




**(ii)**  Other
      than those that are or were stored, used or disposed of in compliance with
      applicable law, no Hazardous Materials are contained on or about any real
      property currently owned, leased or used by the Company or any of its
      Subsidiaries, and no Hazardous Materials were released on or about any real
      property previously owned, leased or used by the Company or any of its
      Subsidiaries during the period the property was owned, leased or used by the
      Company or any of its Subsidiaries, except in the normal course of the Company’s
      or any of its Subsidiaries’ business.




**(iii)**  Except
      as
      set forth in **Schedule
      3(s)** ,
      there
      are no underground storage tanks on or under any real property owned, leased
      or
      used by the Company or any of its Subsidiaries that are not in compliance with
      applicable law.




**t.**  **Title
      to Property** .
      The
      Company and its Subsidiaries have good and marketable title in fee simple to
      all
      real property and good and marketable title to all personal property owned
      by
      them which is material to the business of the Company and its Subsidiaries,
      in
      each case free and clear of all liens, encumbrances and defects except such
      as
      are described in **Schedule
      3(t)** or such
      as would not have a Material Adverse Effect. Any real property and facilities
      held under lease by the Company and its Subsidiaries are held by them under
      valid, subsisting and enforceable leases with such exceptions as would not
      have
      a Material Adverse Effect.


11




**u.**  **Insurance** .
      Except
      as set forth in **Schedule
      3(u)** ,
      the
      Company and each of its Subsidiaries are insured by insurers of recognized
      financial responsibility against such losses and risks and in such amounts
      as
      management of the Company believes to be prudent and customary in the businesses
      in which the Company and its Subsidiaries are engaged. Neither the Company
      nor
      any such Subsidiary has any reason to believe that it will not be able to renew
      its existing insurance coverage as and when such coverage expires or to obtain
      similar coverage from similar insurers as may be necessary to continue its
      business at a cost that would not have a Material Adverse Effect. The Company
      has provided to Buyer true and correct copies of all policies relating to
      directors’ and officers’ liability coverage, errors and omissions coverage, and
      commercial general liability coverage.




**v.**  **Internal
      Accounting Controls** .
      The
      Company and each of its Subsidiaries maintain a system of internal accounting
      controls sufficient, in the judgment of the Company’s board of directors, to
      provide reasonable assurance that (i) transactions are executed in accordance
      with management’s general or specific authorizations, (ii) transactions are
      recorded as necessary to permit preparation of financial statements in
      conformity with generally accepted accounting principles and to maintain asset
      accountability, (iii) access to assets is permitted only in accordance with
      management’s general or specific authorization and (iv) the recorded
      accountability for assets is compared with the existing assets at reasonable
      intervals and appropriate action is taken with respect to any
      differences.




**w.**  **Foreign
      Corrupt Practices** .
      Neither
      the Company, nor any of its Subsidiaries, nor any director, officer, agent,
      employee or other person acting on behalf of the Company or any Subsidiary
      has,
      in the course of his actions for, or on behalf of, the Company, used any
      corporate funds for any unlawful contribution, gift, entertainment or other
      unlawful expenses relating to political activity; made any direct or indirect
      unlawful payment to any foreign or domestic government official or employee
      from
      corporate funds; violated or is in violation of any provision of the U.S.
      Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate,
      payoff, influence payment, kickback or other unlawful payment to any foreign
      or
      domestic government official or employee.




**x.**  **Solvency** .
      Except
      as provided on Schedule 3(x), the Company (after giving effect to the
      transactions contemplated by this Agreement) is solvent ( i.e. ,
      its
      assets have a fair market value in excess of the amount required to pay its
      probable liabilities on its existing debts as they become absolute and matured)
      and currently the Company has no information that would lead it to reasonably
      conclude that the Company would not, after giving effect to the transaction
      contemplated by this Agreement, have the ability to, nor does it intend to
      take
      any action that would impair its ability to, pay its debts from time to time
      incurred in connection therewith as such debts mature. Except as provided on
      Schedule 3(x), the Company did not receive a qualified opinion from its auditors
      with respect to its most recent fiscal year end and, after giving effect to
      the
      transactions contemplated by this Agreement, does not anticipate or know of
      any
      basis upon which its auditors might issue a qualified opinion in respect of
      its
      current fiscal year.


12




**y.**  **No
      Investment Company** .
      The
      Company is not, and upon the issuance and sale of the Securities as contemplated
      by this Agreement will not be an “investment company” required to be registered
      under the Investment Company Act of 1940 (an **“Investment
      Company”** ).
      The
      Company is not controlled by an Investment Company.




**z.**  **Breach
      of Representations and Warranties by the Company** .
      If the
      Company breaches any of the representations or warranties set forth in this
      Section 3, and in addition to any other remedies available to the Buyers
      pursuant to this Agreement, the Company shall pay to the Buyer the Standard
      Liquidated Damages Amount in cash or in shares of Common Stock at the option
      of
      the Company, until such breach is cured. If the Company elects to pay the
      Standard Liquidated Damages Amounts in shares of Common Stock, such shares
      shall
      be issued at the Conversion Price at the time of payment.




**4.**  **COVENANTS** .




**a.**  **Best
      Efforts** .
      The
      parties shall use their best efforts to satisfy timely each of the conditions
      described in Section 6 and 7 of this Agreement.




**b.**  **Form
      D; Blue Sky Laws** .
      The
      Company agrees to file a Form D with respect to the Securities as required
      under
      Regulation D and to provide a copy thereof to each Buyer promptly after such
      filing. The Company shall, on or before the Closing Date, take such action
      as
      the Company shall reasonably determine is necessary to qualify the Securities
      for sale to the Buyers at the applicable closing pursuant to this Agreement
      under applicable securities or “blue sky” laws of the states of the United
      States (or to obtain an exemption from such qualification), and shall provide
      evidence of any such action so taken to each Buyer on or prior to the Closing
      Date.




**c.**  **Reporting
      Status; Eligibility to Use Form S-3, SB-2 or Form** **S-1** . **** The
      Company’s Common Stock is registered under Section 12(g) of the 1934 Act. The
      Company represents and warrants that it meets the requirements for the use
      of
      Form S-3, (or if the Company is not eligible for the use of Form S-3 as of
      the
      Filing Date (as defined in the Registration Rights Agreement), the Company
      may
      use the form of registration for which it is eligible at that time,) for
      registration of the sale by the Buyer of the Registrable Securities (as defined
      in the Registration Rights Agreement). So long as the Buyer beneficially owns
      any of the Securities, the Company shall timely file all reports required to
      be
      filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate
      its status as an issuer required to file reports under the 1934 Act even if
      the
      1934 Act or the rules and regulations thereunder would permit such termination.
      The Company further agrees to file all reports required to be filed by the
      Company with the SEC in a timely manner so as to become eligible, and thereafter
      to maintain its eligibility, for the use of Form S-3. The Company shall issue
      a
      press release describing the materials terms of the transaction contemplated
      hereby as soon as practicable following the Closing Date but in no event more
      than two (2) business days of the Closing Date, which press release shall be
      subject to prior review by the Buyers. The Company agrees that such press
      release shall not disclose the name of the Buyers unless expressly consented
      to
      in writing by the Buyers or unless required by applicable law or regulation,
      and
      then only to the extent of such requirement.


13




**d.**  **Use
      of Proceeds** .
      The
      Company shall use the proceeds from the sale of the Debentures and the Warrants
      in the manner set forth in **Schedule
      4(d)** attached
      hereto and made a part hereof and shall not, directly or indirectly, use such
      proceeds for any loan to or investment in any other corporation, partnership,
      enterprise or other person (except in connection with its currently existing
      direct or indirect Subsidiaries)




**e.**  **Future
      Offerings** .
      Subject
      to the exceptions described below, the Company will not, without the prior
      written consent of a majority-in-interest of the Buyers, not to be unreasonably
      withheld, (A) negotiate or contract with any party to obtain additional equity
      financing (including debt financing with an equity component) that involves
      the
      issuance of convertible securities that are convertible into an indeterminate
      number of shares of Common Stock or (B) grant any registration rights in
      connection with any issuance of Common Stock or warrants during the period
      (the
“ **Lock-up
      Period** ”)
      beginning on the Closing Date and ending on the later of (i) two hundred seventy
      (270) days from the Closing Date and (ii) one hundred eighty (180) days from
      the
      date the Registration Statement (as defined in the Registration Rights
      Agreement) is declared effective (plus any days in which sales cannot be made
      thereunder). Notwithstanding the foregoing, the Company shall be permitted
      to
      obtain additional equity financing (including debt financing with an equity
      component) that does not involve the issuance of convertible securities that
      are
      convertible into an indeterminate number of shares of Common Stock and which
      involves the grant of registration rights, so long as such registration rights
      do not become effective or may not be invoked by the holder thereof for a period
      of at least 320 days from the Closing Date. In addition, subject to the
      exceptions described below, the Company will not conduct any equity financing
      (including debt with an equity component) (“ **Future
      Offerings** ”)
      during
      the period beginning on the Closing Date and ending two (2) years after the
      end
      of the Lock-up Period unless it shall have first delivered to each Buyer, at
      least twenty (20) business days prior to the closing of such Future Offering,
      written notice describing the proposed Future Offering, including the terms
      and
      conditions thereof and proposed definitive documentation to be entered into
      in
      connection therewith, and providing each Buyer an option during the fifteen
      (15)
      day period following delivery of such notice to purchase its pro rata share
      (based on the ratio that the aggregate principal amount of Debentures purchased
      by it hereunder bears to the aggregate principal amount of Debentures purchased
      hereunder) of the securities being offered in the Future Offering on the same
      terms as contemplated by such Future Offering (the limitations referred to
      in
      this sentence and the preceding sentence are collectively referred to as the
      “ **Capital
      Raising Limitations** ”). **** In the
      event the terms and conditions of a proposed Future Offering are amended in
      any
      respect after delivery of the notice to the Buyers concerning the proposed
      Future Offering, the Company shall deliver a new notice to each Buyer describing
      the amended terms and conditions of the proposed Future Offering and each Buyer
      thereafter shall have an option during the fifteen (15) day period following
      delivery of such new notice to purchase its pro rata share of the securities
      being offered on the same terms as contemplated by such proposed Future
      Offering, as amended. The foregoing sentence shall apply to successive
      amendments to the terms and conditions of any proposed Future Offering. The
      Capital Raising Limitations shall not apply to any transaction involving (i)
      issuances of securities in a firm commitment underwritten public offering
      (excluding a continuous offering pursuant to Rule 415 under the 1933 Act) or
      (ii) issuances of securities as consideration for a merger, consolidation or
      purchase of assets, or in connection with any strategic partnership or joint
      venture (the primary purpose of which is not to raise equity capital), or in
      connection with the disposition or acquisition of a business, product or license
      by the Company. The Capital Raising Limitations also shall not apply to the
      issuance of securities upon exercise or conversion of the Company’s options,
      warrants or other convertible securities outstanding as of the date hereof
      or to
      the grant of additional options or warrants, or the issuance of additional
      securities, under any Company stock option or restricted stock plan approved
      by
      the shareholders of the Company.


14




**f.**  **Expenses** .
      At the
      Closing, the Company shall reimburse Buyers for expenses incurred by them in
      connection with the negotiation, preparation, execution, delivery and
      performance of this Agreement and the other agreements to be executed in
      connection herewith (“Documents”), including, without limitation, attorneys’ and
      consultants’ fees and expenses, transfer agent fees, fees for stock quotation
      services, fees relating to any amendments or modifications of the Documents
      or
      any consents or waivers of provisions in the Documents, fees for the preparation
      of opinions of counsel, escrow fees, and costs of restructuring the transactions
      contemplated by the Documents. When possible, the Company must pay these fees
      directly, otherwise the Company must make immediate payment for reimbursement
      to
      the Buyers for all fees and expenses immediately upon written notice by the
      Buyer or the submission of an invoice by the Buyer If the Company fails to
      reimburse the Buyer in full within three (3) business days of the written notice
      or submission of invoice by the Buyer, the Company shall pay interest on the
      total amount of fees to be reimbursed at a rate of 15% per annum.




**g.**  **Financial
      Information** .
      The
      Company agrees to send the following reports to each Buyer until such Buyer
      transfers, assigns, or sells all of the Securities: (i) within ten (10) days
      after the filing with the SEC, a copy of its Annual Report on Form 10-KSB
      its Quarterly Reports on Form 10-QSB and any Current Reports on Form 8-K; (ii)
      within one (1) day after release, copies of all press releases issued by the
      Company or any of its Subsidiaries; and (iii) contemporaneously with the making
      available or giving to the shareholders of the Company, copies of any notices
      or
      other information the Company makes available or gives to such
      shareholders.




**h.**  **Authorization
      and Reservation of Shares** .
      The
      Company shall at all times have authorized, and reserved for the purpose of
      issuance, a sufficient number of shares of Common Stock to provide for the
      full
      conversion or exercise of the outstanding Debentures and Warrants and issuance
      of the Conversion Shares and Warrant Shares in connection therewith (based
      on
      the Conversion Price of the Debentures or Exercise Price of the Warrants in
      effect from time to time) and as otherwise required by the Debentures. The
      Company shall not reduce the number of shares of Common Stock reserved for
      issuance upon conversion of Debentures and exercise of the Warrants without
      the
      consent of each Buyer. The Company shall at all times maintain the number of
      shares of Common Stock so reserved for issuance at an amount (“ **Reserved
      Amount** ”)
      equal
      to no less than two (2) times the number that is then actually issuable upon
      full conversion of the Debentures and Additional Debentures and upon exercise
      of
      the Warrants and the Additional Warrants (based on the Conversion Price of
      the
      Debentures or the Exercise Price of the Warrants in effect from time to time).
      If at any time the number of shares of Common Stock authorized and reserved
      for
      issuance (“ **Authorized
      and Reserved Shares** ”)
      is
      below the Reserved Amount, the Company will promptly take all corporate action
      necessary to authorize and reserve a sufficient number of shares, including,
      without limitation, calling a special meeting of shareholders to authorize
      additional shares to meet the Company’s obligations under this Section 4(h), in
      the case of an insufficient number of authorized shares, obtain shareholder
      approval of an increase in such authorized number of shares, and voting the
      management shares of the Company in favor of an increase in the authorized
      shares of the Company to ensure that the number of authorized shares is
      sufficient to meet the Reserved Amount. If the Company fails to obtain such
      shareholder approval within thirty (30) days following the date on which the
      number of Authorized and Reserved Shares exceeds the Reserved Amount, the
      Company shall pay to the Borrower the Standard Liquidated Damages Amount, in
      cash or in shares of Common Stock at the option of the Buyer. If the Buyer
      elects to be paid the Standard Liquidated Damages Amount in shares of Common
      Stock, such shares shall be issued at the Conversion Price at the time of
      payment. In order to ensure that the Company has authorized a sufficient amount
      of shares to meet the Reserved Amount at all times, the Company must deliver
      to
      the Buyer at the end of every month a list detailing (1) the current amount
      of
      shares authorized by the Company and reserved for the Buyer; and (2) amount
      of
      shares issuable upon conversion of the Debentures and upon exercise of the
      Warrants and as payment of interest accrued on the Debentures for one year.
      If
      the Company fails to provide such list within five (5) business days of the
      end
      of each month, the Company shall pay the Standard Liquidated Damages Amount,
      in
      cash or in shares of Common Stock at the option of the Buyer, until the list
      is
      delivered. If the Buyer elects to be paid the Standard Liquidated Damages Amount
      in shares of Common Stock, such shares shall be issued at the Conversion Price
      at the time of payment.


15




**i.**  **Listing** .
      The
      Company shall promptly secure the listing of the Conversion Shares and Warrant
      Shares upon each national securities exchange or automated quotation system,
      if
      any, upon which shares of Common Stock are then listed (subject to official
      notice of issuance) and, so long as any Buyer owns any of the Securities, shall
      maintain, so long as any other shares of Common Stock shall be so listed, such
      listing of all Conversion Shares and Warrant Shares from time to time issuable
      upon conversion of the Debentures or exercise of the Warrants. Subject to the
      Listing (as defined in Section 4(n)), Tthe Company will obtain and, so long
      as
      any Buyer owns any of the Securities, maintain the listing and trading of its
      Common Stock on the OTCBB or any equivalent replacement exchange, the Nasdaq
      National Market (“ **Nasdaq** ”),
      the
      Nasdaq SmallCap Market (“ **Nasdaq
      SmallCap** ”),
      the
      New York Stock Exchange (“ **NYSE** ”),
      or
      the American Stock Exchange (“ **AMEX”** )
      and
      will comply in all respects with the Company’s reporting, filing and other
      obligations under the bylaws or rules of the National Association of Securities
      Dealers (“ **NASD** ”)
      and
      such exchanges, as applicable. The Company shall promptly provide to each Buyer
      copies of any notices it receives from the OTCBB and any other exchanges or
      quotation systems on which the Common Stock is then listed regarding the
      continued eligibility of the Common Stock for listing on such exchanges and
      quotation systems.




**j.**  **Corporate
      Existence** .
      So long
      as a Buyer beneficially owns any Debentures or Warrants, the Company shall
      maintain its corporate existence and shall not sell all or substantially all
      of
      the Company’s assets, except in the event of a merger or consolidation or sale
      of all or substantially all of the Company’s assets, where the surviving or
      successor entity in such transaction (i) assumes the Company’s obligations
      hereunder and under the agreements and instruments entered into in connection
      herewith and (ii) is a publicly traded corporation whose Common Stock is listed
      for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or
      AMEX.


16




**k.**  **No
      Integration** .
      The
      Company shall not make any offers or sales of any security (other than the
      Securities) under circumstances that would require registration of the
      Securities being offered or sold hereunder under the 1933 Act or cause the
      offering of the Securities to be integrated with any other offering of
      securities by the Company for the purpose of any stockholder approval provision
      applicable to the Company or its securities.




**l.**  **Breach
      of Covenants** **.** If the
      Company breaches any of the covenants set forth in this Section 4, and in
      addition to any other remedies available to the Buyers pursuant to this
      Agreement, the Company shall pay to the Buyers the Standard Liquidated Damages
      Amount, in cash or in shares of Common Stock at the option of the Company,
      until
      such breach is cured. If the Company elects to pay the Standard Liquidated
      Damages Amount in shares, such shares shall be issued at the Conversion Price
      at
      the time of payment.




**5.**  **TRANSFER
      AGENT INSTRUCTIONS** .
      The
      Company shall issue irrevocable instructions to its transfer agent to issue
      certificates, registered in the name of each Buyer or its nominee, for the
      Conversion Shares and Warrant Shares in such amounts as specified from time
      to
      time by each Buyer to the Company upon conversion of the Debentures or exercise
      of the Warrants in accordance with the terms thereof (the “ **Irrevocable
      Transfer Agent Instructions** ”).
      Prior
      to registration of the Conversion Shares and Warrant Shares under the 1933
      Act
      or the date on which the Conversion Shares and Warrant Shares may be sold
      pursuant to Rule 144 without any restriction as to the number of Securities
      as
      of a particular date that can then be immediately sold, all such certificates
      shall bear the restrictive legend specified in Section 2(g) of this Agreement.
      The Company warrants that no instruction other than the Irrevocable Transfer
      Agent Instructions referred to in this Section 5, and stop transfer instructions
      to give effect to Section 2(f) hereof (in the case of the Conversion Shares
      and
      Warrant Shares, prior to registration of the Conversion Shares and Warrant
      Shares under the 1933 Act or the date on which the Conversion Shares and Warrant
      Shares may be sold pursuant to Rule 144 without any restriction as to the number
      of Securities as of a particular date that can then be immediately sold), will
      be given by the Company to its transfer agent and that the Securities shall
      otherwise be freely transferable on the books and records of the Company as
      and
      to the extent provided in this Agreement and the Registration Rights Agreement.
      Nothing in this Section shall affect in any way the Buyer’s obligations and
      agreement set forth in Section 2(g) hereof to comply with all applicable
      prospectus delivery requirements, if any, upon re-sale of the Securities. If
      a
      Buyer provides the Company with (i) an opinion of Qualifying BuyerCcounsel
      in
      form, substance and scope customary for opinions in comparable transactions,
      to
      the effect that a public sale or transfer of such Securities may be made without
      registration under the 1933 Act and such sale or transfer is effected or (ii)
      the Buyer provides reasonable assurancean opinion of Qualifying Buyer Counsel
      s
      that the Securities can be sold pursuant to Rule 144, the Company shall permit
      the transfer, and, in the case of the Conversion Shares and Warrant Shares,
      promptly instruct its transfer agent to issue one or more certificates, free
      from restrictive legend, in such name and in such denominations as specified
      by
      such Buyer. The Company acknowledges that a breach by it of its obligations
      hereunder will cause irreparable harm to the Buyers, by vitiating the intent
      and
      purpose of the transactions contemplated hereby. Accordingly, the Company
      acknowledges that the remedy at law for a breach of its obligations under this
      Section 5 may be inadequate and agrees, in the event of a breach or threatened
      breach by the Company of the provisions of this Section, that the Buyers shall
      be entitled, in addition to all other available remedies, to an injunction
      restraining any breach and requiring immediate transfer, without the necessity
      of showing economic loss and without any bond or other security being
      required.


17




**6.**  **CONDITIONS
      TO THE COMPANY’S OBLIGATION TO SELL** .
      The
      obligation of the Company hereunder to issue and sell the Debentures and
      Warrants to a Buyer at the Closing is subject to the satisfaction, at or before
      the Closing Date of each of the following conditions thereto, provided that
      these conditions are for the Company’s sole benefit and may be waived by the
      Company at any time in its sole discretion:




**a.**  The
      applicable Buyer shall have executed this Agreement and the Registration Rights
      Agreement, and delivered the same to the Company.




**b.**  The
      applicable Buyer shall have delivered the Purchase Price in accordance with
      Section 1(b) above.




**c.**  The
      representations and warranties of the applicable Buyer shall be true and correct
      in all material respects as of the date when made and as of the Closing Date
      as
      though made at that time (except for representations and warranties that speak
      as of a specific date), and the applicable Buyer shall have performed, satisfied
      and complied in all material respects with the covenants, agreements and
      conditions required by this Agreement to be performed, satisfied or complied
      with by the applicable Buyer at or prior to the Closing Date.




**d.**  No
      litigation, statute, rule, regulation, executive order, decree, ruling or
      injunction shall have been enacted, entered, promulgated or endorsed by or
      in
      any court or governmental authority of competent jurisdiction or any
      self-regulatory organization having authority over the matters contemplated
      hereby which prohibits the consummation of any of the transactions contemplated
      by this Agreement.




**7.**  **CONDITIONS
      TO EACH BUYER’S OBLIGATION TO PURCHASE** .
      The
      obligation of each Buyer hereunder to purchase the Debentures and Warrants
      at
      the Closing is subject to the satisfaction, at or before the Closing Date of
      each of the following conditions, provided that these conditions are for such
      Buyer’s sole benefit and may be waived by such Buyer at any time in its sole
      discretion:




**a.**  The
      Company shall have executed this Agreement and the Registration Rights
      Agreement, and delivered the same to the Buyer.




**b.**  The
      Company shall have delivered to such Buyer duly executed Debentures (in such
      denominations as the Buyer shall request) and Warrants in accordance with
      Section 1(b) above.




**c.**  The
      Irrevocable Transfer Agent Instructions, in form and substance satisfactory
      to a
      majority-in-interest of the Buyers, shall have been delivered to and
      acknowledged in writing by the Company’s Transfer Agent.




**d.**  The
      representations and warranties of the Company shall be true and correct in
      all
      material respects as of the date when made and as of the Closing Date as though
      made at such time (except for representations and warranties that speak as
      of a
      specific date) and the Company shall have performed, satisfied and complied
      in
      all material respects with the covenants, agreements and conditions required
      by
      this Agreement to be performed, satisfied or complied with by the Company at
      or
      prior to the Closing Date. The Buyer shall have received a certificate or
      certificates, executed by the chief executive officer of the Company, dated
      as
      of the Closing Date, to the foregoing effect and as to such other matters as
      may
      be reasonably requested by such Buyer including, but not limited to certificates
      with respect to the Company’s Articles of Incorporation, By-laws and Board of
      Directors’ resolutions relating to the transactions contemplated
      hereby.


18




**e.**  No
      litigation, statute, rule, regulation, executive order, decree, ruling or
      injunction shall have been enacted, entered, promulgated or endorsed by or
      in
      any court or governmental authority of competent jurisdiction or any
      self-regulatory organization having authority over the matters contemplated
      hereby which prohibits the consummation of any of the transactions contemplated
      by this Agreement.




**f.**  No
      event
      shall have occurred which could reasonably be expected to have a Material
      Adverse Effect on the Company.




**g.**  The
      Conversion Shares and Warrant Shares shall have been authorized for quotation
      on
      the OTCBB and trading in the Common Stock on the OTCBB shall not have been
      suspended by the SEC or the OTCBB.




**h.**  The
      Buyer
      shall have received an opinion of the Company’s counsel, dated as of the Closing
      Date, in form, scope and substance reasonably satisfactory to the Buyer and
      in
      substantially the same form as **Exhibit
      “D”** attached
      hereto.




**i.**  The
      Buyer
      shall have received an officer’s certificate described in Section 3(c) above,
      dated as of the Closing Date.




**8.**  **GOVERNING
      LAW; MISCELLANEOUS** .




**a.**  **Governing
      Law** .
      THIS
      AGREEMENT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
      LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
      ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF
      LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE
      UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK WITH RESPECT TO
      ANY
      DISPUTE ARISING UNDER THIS AGREEMENT, THE AGREEMENTS ENTERED INTO IN CONNECTION
      HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES
      IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF
      SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS
      UPON
      A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE
      SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN
      SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
      BY LAW. BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH
      SUIT
      OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS
      BY
      SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTY WHICH DOES NOT
      PREVAIL IN ANY DISPUTE ARISING UNDER THIS AGREEMENT SHALL BE RESPONSIBLE FOR
      ALL
      FEES AND EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY
      IN CONNECTION WITH SUCH DISPUTE.


19




**b.**  **Counterparts;
      Signatures by Facsimile** .
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original but all of which shall constitute one and the same agreement
      and shall become effective when counterparts have been signed by each party
      and
      delivered to the other party. This Agreement, once executed by a party, may
      be
      delivered to the other party hereto by facsimile transmission of a copy of
      this
      Agreement bearing the signature of the party so delivering this
      Agreement.




**c.**  **Headings** .
      The
      headings of this Agreement are for convenience of reference only and shall
      not
      form part of, or affect the interpretation of, this Agreement.




**d.**  **Severability** .
      In the
      event that any provision of this Agreement is invalid or unenforceable under
      any
      applicable statute or rule of law, then such provision shall be deemed
      inoperative to the extent that it may conflict therewith and shall be deemed
      modified to conform with such statute or rule of law. Any provision hereof
      which
      may prove invalid or unenforceable under any law shall not affect the validity
      or enforceability of any other provision hereof.




**e.**  **Entire
      Agreement; Amendments** .
      This
      Agreement and the instruments referenced herein contain the entire understanding
      of the parties with respect to the matters covered herein and therein and,
      except as specifically set forth herein or therein, neither the Company nor
      the
      Buyer makes any representation, warranty, covenant or undertaking with respect
      to such matters. No provision of this Agreement may be waived or amended other
      than by an instrument in writing signed by the party to be charged with
      enforcement.




**f.**  **Notices** .
      Any
      notices required or permitted to be given under the terms of this Agreement
      shall be sent by certified or registered mail (return receipt requested) or
      delivered personally or by courier (including a recognized overnight delivery
      service) or by facsimile and shall be effective five days after being placed
      in
      the mail, if mailed by regular United States mail, or upon receipt, if delivered
      personally or by courier (including a recognized overnight delivery service)
      or
      by facsimile, in each case addressed to a party. The addresses for such
      communications shall be:




If
      to the
      Company: Clickable
      Enterprises, Inc.


711
      South
      Columbus Avenue


Mount
      Vernon, New York 10550


Attention:
      President


Facsimile:
      914-663-4634


Email: nick.cirillo@clickableoil.com


20


With
      copies
      to: Eckert
      Seamens Cherin & Mellott, LLC


1515
      Market Street, 9 th Floor


Philadelphia,
      Pennsylvania 19102


Attention:
      Gary A.
      M iller,
      Esq.


Telephone:
      215-851-8472


Facsimile:
      215-851-8383


Email:
      gmiller@eckertseamens.com




If
      to a
      Buyer: To the address set forth immediately below such Buyer’s name on the
      signature pages hereto.




With
      copy
      to: Ballard
      Spahr Andrews & Ingersoll, LLP


1735
      Market Street


51 st Floor


Philadelphia,
      Pennsylvania 19103


Attention:
      Gerald J. Guarcini, Esq.


Telephone:
      215-864-8625


Facsimile:
      215-864-8999


Email:
      guarcini@ballardspahr.com




Each
      party shall provide notice to the other party of any change in
      address.




**g.**  **Successors
      and Assigns** .
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and assigns. Neither the Company nor any Buyer shall assign
      this Agreement or any rights or obligations hereunder without the prior written
      consent of the other; provided , however ,
      that
      subject to Section 2(f), any Buyer may assign its rights hereunder to any
      person that purchases Securities in a private transaction from a Buyer or to
      any
      of its “affiliates,” as that term is defined under the 1934 Act, without the
      consent of the Company; and provided further, that the Buyers shall not assign
      this Agreement or any rights or obligations hereunder until the Registration
      Debentures and Registration Warrants are purchased by the Buyers.




**h.**  **Third
      Party Beneficiaries** .
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns, and is not for the benefit of, nor may any
      provision hereof be enforced by, any other person.




**i.**  **Survival** .
      The
      representations and warranties of the Company and the agreements and covenants
      set forth in Sections 3, 4, 5 and 8 shall survive the closing hereunder
      notwithstanding any due diligence investigation conducted by or on behalf of
      the
      Buyers. The Company agrees to indemnify and hold harmless each of the Buyers
      and
      all their officers, directors, employees and agents for loss or damage arising
      as a result of or related to any breach or alleged breach by the Company of
      any
      of its representations, warranties and covenants set forth in Sections 3 and
      4
      hereof or any of its covenants and obligations under this Agreement or the
      Registration Rights Agreement, including advancement of expenses as they are
      incurred.


21




**j.**  **Publicity** .
      The
      Company and each of the Buyers shall have the right to review a reasonable
      period of time before issuance of any press releases, SEC, OTCBB or NASD
      filings, or any other public statements with respect to the transactions
      contemplated hereby; provided , however ,
      that
      the Company shall be entitled, without the prior approval of each of the Buyers,
      to make any press release or SEC, OTCBB (or other applicable trading market)
      or
      NASD filings with respect to such transactions as is required by applicable
      law
      and regulations (although each of the Buyers shall be consulted by the Company
      in connection with any such press release prior to its release and shall be
      provided with a copy thereof and be given an opportunity to comment
      thereon).




**k.**  **Further
      Assurances** .
      Each
      party shall do and perform, or cause to be done and performed, all such further
      acts and things, and shall execute and deliver all such other agreements,
      certificates, instruments and documents, as the other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.




**l.**  **No
      Strict Construction** .
      The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rules of strict construction
      will
      be applied against any party.




**m.**  **Remedies** .
      The
      Company acknowledges that a breach by it of its obligations hereunder will
      cause
      irreparable harm to the Buyers by vitiating the intent and purpose of the
      transaction contemplated hereby. Accordingly, the Company acknowledges that
      the
      remedy at law for a breach of its obligations under this Agreement will be
      inadequate and agrees, in the event of a breach or threatened breach by the
      Company of the provisions of this Agreement, that the Buyers shall be entitled,
      in addition to all other available remedies at law or in equity, and in addition
      to the penalties assessable herein, to an injunction or injunctions restraining,
      preventing or curing any breach of this Agreement and to enforce specifically
      the terms and provisions hereof, without the necessity of showing economic
      loss
      and without any bond or other security being required.




[REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]


22


**IN
      WITNESS WHEREOF** ,
      the
      undersigned Buyers and the Company have caused this Agreement to be duly
      executed as of the date first above written.




**CLICKABLE
              ENTERPRISES, INC.**Nicholas
                Cirillo
              President




**AJW
                PARTNERS, LLC**By:
                  SMS Group, LLC
  Corey
                      S. Ribotsky
                    Manager





RESIDENCE:   
      Delaware





ADDRESS: 1044
      Northern Boulevard


Suite
      302


Roslyn,
      New York 11576


Facsimile:
      (516) 739-7115


Telephone:
      (516) 739-7110





AGGREGATE
      SUBSCRIPTION AMOUNT:





Aggregate
                Principal Amount of Debentures:
            
            $
            ________Number
                of Warrants:
            
            
            ________Aggregate
                Purchase Price:
            
            $
            ________




23





**AJW
      OFFSHORE, LTD.**


By:
      First
      Street Manager II, LLC


Corey
                        S. Ribotsky
                      Manager


RESIDENCE: Cayman
      Islands





ADDRESS: AJW
      Offshore, Ltd.


P.O.
      Box
      32021 SMB


Grand
      Cayman, Cayman Island, B.W.I.





AGGREGATE
      SUBSCRIPTION AMOUNT:





Aggregate
                Principal Amount of Debentures:
            
            $
            _______Number
                of Warrants:
            
            
            _______Aggregate
                Purchase Price:
            
            $
            _______







**AJW
      QUALIFIED PARTNERS, LLC**


By:
      AJW
      Manager, LLC


Corey
                          S. Ribotsky
                        Manager


RESIDENCE: New
      York





ADDRESS: 1044
      Northern Boulevard


Suite
      302


Roslyn,
      New York 11576


Facsimile:  (516)
      739-7115


Telephone:  (516)
      739-7110





AGGREGATE
      SUBSCRIPTION AMOUNT:





Aggregate
                Principal Amount of Debentures:
            
            $
            ________Number
                of Warrants:
            
            
            ________Aggregate
                Purchase Price:
            
            $
            ________







**REGISTRATION
        RIGHTS AGREEMENT**
  REGISTRATION
        RIGHTS AGREEMENT (this “ **Agreement** ”),
        dated
        as of March 21, 2006, by and among Clickable Enterprises, Inc., a Delaware
        corporation with its headquarters located at 711 South Columbus Avenue, Mount
        Vernon, New York 10550 (the “ **Company** ”),
        and
        each of the undersigned (together with their respective affiliates and any
        assignee or transferee of all of their respective rights hereunder, the
“ **Initial
        Investors** ”).
  WHEREAS:
  **A.**  In
        connection with the Securities Purchase Agreement by and among the parties
        hereto of even date herewith (the “Securities Purchase Agreement”), the Company
        has agreed, upon the terms and subject to the conditions contained therein,
        to
        issue and sell to the Initial Investors (i) secured
        convertible notes in the aggregate principal amount of up to One Million
        Dollars
        ($1,000,000) (the “Notes”) that are convertible into shares of the Company’s
        common stock (the “Common Stock”), upon the terms and subject to the limitations
        and conditions set forth in such Notes and (ii) warrants
        (the “Warrants”) to acquire an aggregate of 4,000,000 shares of Common Stock,
        upon the terms and conditions and subject to the limitations and conditions
        set
        forth in the Warrants; and
  **B.**  To
        induce
        the Initial Investors to execute and deliver the Securities Purchase Agreement,
        the Company has agreed to provide certain registration rights under the
        Securities Act of 1933, as amended, and the rules and regulations thereunder,
        or
        any similar successor statute (collectively, the “ **1933
        Act** ”),
        and
        applicable state securities laws;
  **NOW,
        THEREFORE,** in
        consideration of the premises and the mutual covenants contained herein and
        other good and valuable consideration, the receipt and sufficiency of which
        are
        hereby acknowledged, the Company and each of the Initial Investors hereby
        agree
        as follows:
  **1.**  **DEFINITIONS.**
  **a.** As
        used
        in this Agreement, the following terms shall have the following
        meanings:
  **(i)** “ **Investors** ”
means
        the Initial Investors and any transferee or assignee who agrees to become
        bound
        by the provisions of this Agreement in accordance with Section 9
        hereof.
  **(ii)** “ **register** ,”
        “ **registered** ,”
and
        “ **registration** ”
refer
        to a registration effected by preparing and filing a Registration Statement
        or
        Statements in compliance with the 1933 Act and pursuant to Rule 415 under
        the
        1933 Act or any successor rule providing for offering securities on a continuous
        basis (“ **Rule
        415** ”),
        and
        the declaration or ordering of effectiveness of such Registration Statement
        by
        the United States Securities and Exchange Commission (the “ **SEC** ”).
  **(iii)** “ **Registrable
        Securities** ”
means
        the Conversion Shares issued or issuable upon conversion or otherwise pursuant
        to the including, without limitation, Damages Shares (as defined in the Notes)
        issued or issuable pursuant to the Notes, shares of Common Stock issued or
        issuable in payment of the Standard Liquidated Damages Amount (as defined
        in the
        Securities Purchase Agreement), shares issued or issuable in respect of interest
        or in redemption of the Notes in accordance with the terms thereof) and Warrant
        Shares issuable, upon exercise or otherwise pursuant to the Warrants, and
        any
        shares of capital stock issued or issuable as a dividend on or in exchange
        for
        or otherwise with respect to any of the foregoing.
  
  **(iv)** “ **Registration
        Statement** ”
means
        a
        registration statement of the Company under the 1933 Act.
  **b.** Capitalized
        terms used herein and not otherwise defined herein shall have the respective
        meanings set forth in the Securities Purchase Agreement or the Convertible
        Note.
  **2.** **REGISTRATION** .
  **a.** **Mandatory
        Registration** .
        The
        Company shall prepare, and, on or prior to thirty (30) days from the date
        of
        receipt of written demand of the Investors (the “ **Filing
        Date** ”),
        file
        with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not
        then
        available, on such form of Registration Statement as is then available to
        effect
        a registration of the Registrable Securities, subject to the consent of the
        Initial Investors, which consent will not be unreasonably withheld) covering
        the
        resale of the Registrable Securities underlying the Notes and Warrants issued
        or
        issuable pursuant to the Securities Purchase Agreement, which Registration
        Statement, to the extent allowable under the 1933 Act and the rules and
        regulations promulgated thereunder (including Rule 416), shall state that
        such
        Registration Statement also covers such indeterminate number of additional
        shares of Common Stock as may become issuable upon conversion of or otherwise
        pursuant to the Notes and exercise of the Warrants to prevent dilution resulting
        from stock splits, stock dividends or similar transactions. The number of
        shares
        of Common Stock initially included in such Registration Statement shall be
        no
        less than an amount equal to two (2) times the sum of the number of Conversion
        Shares that are then issuable upon conversion of the Notes (based on the
        Variable Conversion Price as would then be in effect and assuming the Variable
        Conversion Price is the Conversion Price at such time), and the number of
        Warrant Shares that are then issuable upon exercise of the Warrants, without
        regard to any limitation on the Investor’s ability to convert the Notes or
        exercise the Warrants. The Company acknowledges that the number of shares
        initially included in the Registration Statement represents a good faith
        estimate of the maximum number of shares issuable upon conversion of the
        Notes
        and upon exercise of the Warrants.
  **b.**  **Underwritten
        Offering** .
        If any
        offering pursuant to a Registration Statement pursuant to Section 2(a) hereof
        involves an underwritten offering, the Investors who hold a majority in interest
        of the Registrable Securities subject to such underwritten offering, with
        the
        consent of a majority-in-interest of the Initial Investors, shall have the
        right
        to select one legal counsel and an investment banker or bankers and manager
        or
        managers to administer the offering, which investment banker or bankers or
        manager or managers shall be reasonably satisfactory to the
        Company.
  2
  **c.** **Payments
        by the Company** .
        The
        Company shall use its best efforts to obtain effectiveness of the Registration
        Statement as soon as practicable. If (i) the
        Registration Statement(s) covering the Registrable Securities required to
        be
        filed by the Company pursuant to Section 2(a) hereof is not filed by the
        Filing
        Date or declared effective by the SEC on or prior to one hundred and thirty-five
        (135) days from the date of Closing (as defined in the Securities Purchase
        Agreement), or (ii) after
        the Registration Statement has been declared effective by the SEC, sales
        of all
        of the Registrable Securities cannot be made pursuant to the Registration
        Statement, or (iii) the
        Common Stock is not listed or included for quotation on the Nasdaq National
        Market (“ **Nasdaq** ”),
        the
        Nasdaq SmallCap Market (“ **Nasdaq
        SmallCap** ”),
        the
        New York Stock Exchange (the “ **NYSE** ”)
        or the
        American Stock Exchange (the “ **AMEX** ”)
        after
        being so listed or included for quotation, or (iv) the
        Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the **“OTCBB”** )
        or any
        equivalent replacement exchange prior to being listed or included for quotation
        on one of the aforementioned markets, then the Company will make payments
        to the
        Investors in such amounts and at such times as shall be determined pursuant
        to
        this Section 2(c) as partial relief for the damages to the Investors by reason
        of any such delay in or reduction of their ability to sell the Registrable
        Securities (which remedy shall not be exclusive of any other remedies available
        at law or in equity). The Company shall pay to each holder of the Notes or
        Registrable Securities an amount equal to the then outstanding principal
        amount
        of the Notes (and, in the case of holders of Registrable Securities, the
        principal amount of Notes from which such Registrable Securities were converted)
        (“ **Outstanding
        Principal Amount** ”),
        multiplied by the Applicable Percentage (as defined below) times the sum
        of: (i)
        the number of months (prorated for partial months) after the Filing Date
        or the
        end of the aforementioned ninety (90) day period and prior to the date the
        Registration Statement is declared effective by the SEC, provided, however,
        that
        there shall be excluded from such period any delays which are solely
        attributable to changes required by the Investors in the Registration Statement
        with respect to information relating to the Investors, including, without
        limitation, changes to the plan of distribution, or to the failure of the
        Investors to conduct their review of the Registration Statement pursuant
        to
        Section 3(h) below in a reasonably prompt manner; (ii) the number of months
        (prorated for partial months) that sales of all of the Registrable Securities
        cannot be made pursuant to the Registration Statement after the Registration
        Statement has been declared effective (including, without limitation, when
        sales
        cannot be made by reason of the Company’s failure to properly supplement or
        amend the prospectus included therein in accordance with the terms of this
        Agreement, but excluding any days during an Allowed Delay (as defined in
        Section
        3(f)); and (iii) the number of months (prorated for partial months) that
        the
        Common Stock is not listed or included for quotation on the OTCBB, Nasdaq,
        Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the
        Registration Statement has been declared effective. The term “ **Applicable
        Percentage** ”
means
        two hundredths (.02). (For example, if the Registration Statement becomes
        effective one (1) month after the end of such ninety (90) day period, the
        Company would pay $5,000 for each $250,000 of Outstanding Principal Amount.
        If
        thereafter, sales could not be made pursuant to the Registration Statement
        for
        an additional period of one (1) month, the Company would pay an additional
        $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall
        be
        paid in cash or, at the Company’s option, in shares of Common Stock priced at
        the Conversion Price (as defined in the Notes) on such payment date.
  **d.**  **Piggy-Back
        Registrations** .
        Subject
        to the last sentence of this Section 2(d), if at any time prior to the
        expiration of the Registration Period (as hereinafter defined) the Company
        shall
        determine to file with the SEC a Registration Statement relating to an offering
        for its own account or the account of others under the 1933 Act of any of
        its
        equity securities (other than on Form S-4 or Form S-8 or their then equivalents
        relating to equity securities to be issued solely in connection with any
        acquisition of any entity or business or equity securities issuable in
        connection with stock option or other bona  fide ,
        employee benefit plans), the Company shall send to each Investor who is entitled
        to registration rights under this Section 2(d) written notice of such
        determination and, if within fifteen (15) days after the effective date of
        such
        notice, such Investor shall so request in writing, the Company shall include
        in
        such Registration Statement all or any part of the Registrable Securities
        such
        Investor requests to be registered, except that if, in connection with any
        underwritten public offering for the account of the Company the managing
        underwriter(s) thereof shall impose a limitation on the number of shares
        of
        Common Stock which may be included in the Registration Statement because,
        in
        such underwriter(s)’ judgment, marketing or other factors dictate such
        limitation is necessary to facilitate public distribution, then the Company
        shall be obligated to include in such Registration Statement only such limited
        portion of the Registrable Securities with respect to which such Investor
        has
        requested inclusion hereunder as the underwriter shall permit. Any exclusion
        of
        Registrable Securities shall be made pro rata among the Investors seeking
        to
        include Registrable Securities in proportion to the number of Registrable
        Securities sought to be included by such Investors; provided , however ,
        that
        the Company shall not exclude any Registrable Securities unless the Company
        has
        first excluded all outstanding securities, the holders of which are not entitled
        to inclusion of such securities in such Registration Statement or are not
        entitled to pro rata inclusion with the Registrable Securities; and provided , further , however ,
        that,
        after giving effect to the immediately preceding proviso, any exclusion of
        Registrable Securities shall be made pro rata with holders of other securities
        having the right to include such securities in the Registration Statement
        other
        than holders of securities entitled to inclusion of their securities in such
        Registration Statement by reason of demand registration rights. No right
        to
        registration of Registrable Securities under this Section 2(d) shall be
        construed to limit any registration required under Section 2(a) hereof. If
        an
        offering in connection with which an Investor is entitled to registration
        under
        this Section 2(d) is an underwritten offering, then each Investor whose
        Registrable Securities are included in such Registration Statement shall,
        unless
        otherwise agreed by the Company, offer and sell such Registrable Securities
        in
        an underwritten offering using the same underwriter or underwriters and,
        subject
        to the provisions of this Agreement, on the same terms and conditions as
        other
        shares of Common Stock included in such underwritten offering. Notwithstanding
        anything to the contrary set forth herein, the registration rights of the
        Investors pursuant to this Section 2(d) shall only be available in the event
        the
        Company fails to timely file, obtain effectiveness or maintain effectiveness
        of
        any Registration Statement to be filed pursuant to Section 2(a) in accordance
        with the terms of this Agreement.
  3
 ****
 **e.** **Eligibility
        for Form S-3, SB-2 or S-1; Conversion to Form S-3** .
        The
        Company represents and warrants that it meets the requirements for the use
        of
        Form S-3, SB-2 or S-1 for registration of the sale by the Initial Investors
        and
        any other Investors of the Registrable Securities. The Company agrees to
        file
        all reports required to be filed by the Company with the SEC in a timely
        manner
        so as to remain eligible or become eligible, as the case may be, and thereafter
        to maintain its eligibility, for the use of Form S-3. If the Company is not
        currently eligible to use Form S-3, not later than five (5) business days
        after
        the Company first meets the registration eligibility and transaction
        requirements for the use of Form S-3 (or any successor form) for registration
        of
        the offer and sale by the Initial Investors and any other Investors of
        Registrable Securities, the Company shall file a Registration Statement on
        Form
        S-3 (or such successor form) with respect to the Registrable Securities covered
        by the Registration Statement on Form SB-2 or Form S-1, whichever is applicable,
        filed pursuant to Section 2(a) (and include in such Registration Statement
        on
        Form S-3 the information required by Rule 429 under the 1933 Act) or convert
        the
        Registration Statement on Form SB-2 or Form S-1, whichever is applicable,
        filed
        pursuant to Section 2(a) to a Form S-3 pursuant to Rule 429 under the 1933
        Act
        and cause such Registration Statement (or such amendment) to be declared
        effective no later than forty-five (45) days after filing. In the event of
        a
        breach by the Company of the provisions of this Section 2(e), the Company
        will
        be required to make payments pursuant to Section 2(c) hereof.
  4
  **3.** **OBLIGATIONS
        OF THE COMPANY.**
  In
        connection with the registration of the Registrable Securities, the Company
        shall have the following obligations:
  **a.**  The
        Company shall prepare promptly, and file with the SEC not later than the
        Filing
        Date, a Registration Statement with respect to the number of Registrable
        Securities provided in Section 2(a), and thereafter use its best efforts
        to
        cause such Registration Statement relating to Registrable Securities to become
        effective as soon as possible after such filing but in no event later than
        ninety (90) days from the date of Closing), and keep the Registration Statement
        effective pursuant to Rule 415 at all times until such date as is the earlier
        of
        (i) the date on which all of the Registrable Securities have been sold and
        (ii)
        the date on which the Registrable Securities (in the opinion of counsel to
        the
        Initial Investors) may be immediately sold to the public without registration
        or
        restriction (including, without limitation, as to volume by each holder thereof)
        under the 1933 Act (the “ **Registration
        Period** ”),
        which
        Registration Statement (including any amendments or supplements thereto and
        prospectuses contained therein) shall not contain any untrue statement of
        a
        material fact or omit to state a material fact required to be stated therein,
        or
        necessary to make the statements therein not misleading.
  **b.**  The
        Company shall prepare and file with the SEC such amendments (including
        post-effective amendments) and supplements to the Registration Statements
        and
        the prospectus used in connection with the Registration Statements as may
        be
        necessary to keep the Registration Statements effective at all times during
        the
        Registration Period, and, during such period, comply with the provisions
        of the
        1933 Act with respect to the disposition of all Registrable Securities of
        the
        Company covered by the Registration Statements until such time as all of
        such
        Registrable Securities have been disposed of in accordance with the intended
        methods of disposition by the seller or sellers thereof as set forth in the
        Registration Statements. In the event the number of shares available under
        a
        Registration Statement filed pursuant to this Agreement is insufficient to
        cover
        all of the Registrable Securities issued or issuable upon conversion of the
        Notes and exercise of the Warrants, the Company shall amend the Registration
        Statement, or file a new Registration Statement (on the short form available
        therefor, if applicable), or both, so as to cover all of the Registrable
        Securities, in each case, as soon as practicable, but in any event within
        fifteen (15) days after the necessity therefor arises (based on the market
        price
        of the Common Stock and other relevant factors on which the Company reasonably
        elects to rely). The Company shall use its best efforts to cause such amendment
        and/or new Registration Statement to become effective as soon as practicable
        following the filing thereof, but in any event within thirty (30) days after
        the
        date on which the Company reasonably first determines (or reasonably should
        have
        determined) the need therefor. The provisions of Section 2(c) above shall
        be
        applicable with respect to such obligation, with the ninety (90) days running
        from the day the Company reasonably first determines (or reasonably should
        have
        determined) the need therefor.
  5
  **c.**  The
        Company shall furnish to each Investor whose Registrable Securities are included
        in a Registration Statement and its legal counsel (i) promptly
        (but in no event more than two (2) business days) after the same is prepared
        and
        publicly distributed, filed with the SEC, or received by the Company, one
        copy
        of each Registration Statement and any amendment thereto, each preliminary
        prospectus and prospectus and each amendment or supplement thereto, and,
        in the
        case of the Registration Statement referred to in Section 2(a), each letter
        written by or on behalf of the Company to the SEC or the staff of the SEC,
        and
        each item of correspondence from the SEC or the staff of the SEC, in each
        case
        relating to such Registration Statement (other than any portion of any thereof
        which contains information for which the Company has sought confidential
        treatment), and (ii) promptly
        (but in no event more than two (2) business days) after the Registration
        Statement is declared effective by the SEC, such number of copies of a
        prospectus, including a preliminary prospectus, and all amendments and
        supplements thereto and such other documents as such Investor may reasonably
        request in order to facilitate the disposition of the Registrable Securities
        owned by such Investor. The Company will immediately notify each Investor
        by
        facsimile of the effectiveness of each Registration Statement or any
        post-effective amendment. The Company will promptly respond to any and all
        comments received from the SEC (which comments shall promptly be made available
        to the Investors upon request), with a view towards causing each Registration
        Statement or any amendment thereto to be declared effective by the SEC as
        soon
        as practicable, shall promptly file an acceleration request as soon as
        practicable (but in no event more than two (2) business days) following the
        resolution or clearance of all SEC comments or, if applicable, following
        notification by the SEC that any such Registration Statement or any amendment
        thereto will not be subject to review and shall promptly file with the SEC
        a
        final prospectus as soon as practicable (but in no event more than two (2)
        business days) following receipt by the Company from the SEC of an order
        declaring the Registration Statement effective. In the event of a breach
        by the
        Company of the provisions of this Section 3(c), the Company will be required
        to
        make payments pursuant to Section 2(c) hereof.
  **d.**  The
        Company shall use reasonable efforts to (i) register
        and qualify the Registrable Securities covered by the Registration Statements
        under such other securities or “blue sky” laws of such jurisdictions in the
        United States as the Investors who hold a majority in interest of the
        Registrable Securities being offered reasonably request, (ii) prepare
        and file in those jurisdictions such amendments (including post-effective
        amendments) and supplements to such registrations and qualifications as may
        be
        necessary to maintain the effectiveness thereof during the Registration Period, (iii) take
        such other actions as may be necessary to maintain such registrations and
        qualifications in effect at all times during the Registration Period, and (iv) take
        all other actions reasonably necessary or advisable to qualify the Registrable
        Securities for sale in such jurisdictions; provided , however ,
        that
        the Company shall not be required in connection therewith or as a condition
        thereto to (a) qualify
        to do business in any jurisdiction where it would not otherwise be required
        to
        qualify but for this Section 3(d), (b) subject
        itself to general taxation in any such jurisdiction, (c) file
        a general consent to service of process in any such jurisdiction, (d) provide
        any undertakings that cause the Company undue expense or burden, or (e) make
        any change in its charter or bylaws, which in each case the Board of Directors
        of the Company determines to be contrary to the best interests of the Company
        and its shareholders.
  6
 ****
 **e.**  In
        the
        event Investors who hold a majority-in-interest of the Registrable Securities
        being offered in the offering (with the approval of a majority-in-interest
        of
        the Initial Investors) select underwriters for the offering, the Company
        shall
        enter into and perform its obligations under an underwriting agreement, in
        usual
        and customary form, including, without limitation, customary indemnification
        and
        contribution obligations, with the underwriters of such offering.
  **f.**  As
        promptly as practicable after becoming aware of such event, the Company shall
        notify each Investor of the happening of any event, of which the Company
        has
        knowledge, as a result of which the prospectus included in any Registration
        Statement, as then in effect, includes an untrue statement of a material
        fact or
        omission to state a material fact required to be stated therein or necessary
        to
        make the statements therein not misleading, and use its best efforts promptly
        to
        prepare a supplement or amendment to any Registration Statement to correct
        such
        untrue statement or omission, and deliver such number of copies of such
        supplement or amendment to each Investor as such Investor may reasonably
        request; provided that, for not more than ten (10) consecutive trading days
        (or
        a total of not more than twenty (20) trading days in any twelve (12) month
        period), the Company may delay the disclosure of material non-public information
        concerning the Company (as well as prospectus or Registration Statement
        updating) the disclosure of which at the time is not, in the good faith opinion
        of the Company, in the best interests of the Company (an “ **Allowed
        Delay** ”);
        provided, further, that the Company shall promptly (i) notify
        the Investors in writing of the existence of (but in no event, without the
        prior
        written consent of an Investor, shall the Company disclose to such investor
        any
        of the facts or circumstances regarding) material non-public information
        giving
        rise to an Allowed Delay and (ii) advise
        the Investors in writing to cease all sales under such Registration Statement
        until the end of the Allowed Delay. Upon expiration of the Allowed Delay,
        the
        Company shall again be bound by the first sentence of this Section 3(f) with
        respect to the information giving rise thereto.
  **g.**  The
        Company shall use its best efforts to prevent the issuance of any stop order
        or
        other suspension of effectiveness of any Registration Statement, and, if
        such an
        order is issued, to obtain the withdrawal of such order at the earliest possible
        moment and to notify each Investor who holds Registrable Securities being
        sold
        (or, in the event of an underwritten offering, the managing underwriters)
        of the
        issuance of such order and the resolution thereof.
  **h.**  The
        Company shall permit a single firm of counsel designated by the Initial
        Investors to review such Registration Statement and all amendments and
        supplements thereto (as well as all requests for acceleration or effectiveness
        thereof) a reasonable period of time prior to their filing with the SEC,
        and not
        file any document in a form to which such counsel reasonably objects and
        will
        not request acceleration of such Registration Statement without prior notice
        to
        such counsel. The sections of such Registration Statement covering information
        with respect to the Investors, the Investor’s beneficial ownership of securities
        of the Company or the Investors intended method of disposition of Registrable
        Securities shall conform to the information provided to the Company by each
        of
        the Investors.
  7
  **i.**  The
        Company shall make generally available to its security holders as soon as
        practicable, but not later than ninety (90) days after the close of the period
        covered thereby, an earnings statement (in form complying with the provisions
        of
        Rule 158 under the 1933 Act) covering a twelve-month period beginning not
        later
        than the first day of the Company’s fiscal quarter next following the effective
        date of the Registration Statement.
  **j.**  At
        the
        request of any Investor, the Company shall furnish, on the date that Registrable
        Securities are delivered to an underwriter, if any, for sale in connection
        with
        any Registration Statement or, if such securities are not being sold by an
        underwriter, on the date of effectiveness thereof (i) an
        opinion, dated as of such date, from counsel representing the Company for
        purposes of such Registration Statement, in form, scope and substance as
        is
        customarily given in an underwritten public offering, addressed to the
        underwriters, if any, and the Investors and (ii) a
        letter, dated such date, from the Company’s independent certified public
        accountants in form and substance as is customarily given by independent
        certified public accountants to underwriters in an underwritten public offering,
        addressed to the underwriters, if any, and the Investors.
  **k.** The
        Company shall make available for inspection by (i) any
        Investor, (ii) any
        underwriter participating in any disposition pursuant to a Registration
        Statement, (iii) one
        firm of attorneys and one firm of accountants or other agents retained by
        the
        Initial Investors, (iv) one
        firm of attorneys and one firm of accountants or other agents retained by
        all
        other Investors, and (v) one
        firm of attorneys retained by all such underwriters (collectively, the
“**Inspectors**”) all pertinent financial and other records, and
        pertinent corporate documents and properties of the Company, including without
        limitation, records of conversions by other holders of convertible securities
        issued by the Company and the issuance of stock to such holders pursuant
        to the
        conversions (collectively, the “**Records**”), as shall be
        reasonably deemed necessary by each Inspector to enable each Inspector to
        exercise its due diligence responsibility, and cause the Company’s officers,
        directors and employees to supply all information which any Inspector may
        reasonably request for purposes of such due diligence; provided, however,
        that
        each Inspector shall hold in confidence and shall not make any disclosure
        (except to an Investor) of any Record or other information which the Company
        determines in good faith to be confidential, and of which determination the
        Inspectors are so notified, unless (a) the
        disclosure of such Records is necessary to avoid or correct a misstatement
        or
        omission in any Registration Statement, (b) the
        release of such Records is ordered pursuant to a subpoena or other order
        from a
        court or government body of competent jurisdiction, or (c) the
        information in such Records has been made generally available to the public
        other than by disclosure in violation of this or any other agreement. The
        Company shall not be required to disclose any confidential information in
        such
        Records to any Inspector until and unless such Inspector shall have entered
        into
        confidentiality agreements (in form and substance satisfactory to the Company)
        with the Company with respect thereto, substantially in the form of this
        Section
        3(k). Each Investor agrees that it shall, upon learning that disclosure of
        such
        Records is sought in or by a court or governmental body of competent
        jurisdiction or through other means, give prompt notice to the Company and
        allow
        the Company, at its expense, to undertake appropriate action to prevent
        disclosure of, or to obtain a protective order for, the Records deemed
        confidential. Nothing herein (or in any other confidentiality agreement between
        the Company and any Investor) shall be deemed to limit the Investor’s ability to
        sell Registrable Securities in a manner which is otherwise consistent with
        applicable laws and regulations.
  8
  **l.**  The
        Company shall hold in confidence and not make any disclosure of information
        concerning an Investor provided to the Company unless (i) disclosure
        of such information is necessary to comply with federal or state securities
        laws, (ii) the
        disclosure of such information is necessary to avoid or correct a misstatement
        or omission in any Registration Statement, (iii) the
        release of such information is ordered pursuant to a subpoena or other order
        from a court or governmental body of competent jurisdiction, or (iv) such
        information has been made generally available to the public other than by
        disclosure in violation of this or any other agreement. The Company agrees
        that
        it shall, upon learning that disclosure of such information concerning an
        Investor is sought in or by a court or governmental body of competent
        jurisdiction or through other means, give prompt notice to such Investor
        prior
        to making such disclosure, and allow the Investor, at its expense, to undertake
        appropriate action to prevent disclosure of, or to obtain a protective order
        for, such information.
  **m.**  The
        Company shall (i) cause
        all the Registrable Securities covered by the Registration Statement to be
        listed on each national securities exchange on which securities of the same
        class or series issued by the Company are then listed, if any, if the listing
        of
        such Registrable Securities is then permitted under the rules of such exchange,
        or (ii) to
        the extent the securities of the same class or series are not then listed
        on a
        national securities exchange, secure the designation and quotation, of all
        the
        Registrable Securities covered by the Registration Statement on Nasdaq or,
        if
        not eligible for Nasdaq, on Nasdaq SmallCap or, if not eligible for Nasdaq
        or
        Nasdaq SmallCap, on the OTCBB and, without limiting the generality of the
        foregoing, to arrange for at least two market makers to register with the
        National Association of Securities Dealers, Inc. (“**NASD**”) as
        such with respect to such Registrable Securities.
  **n.**  The
        Company shall provide a transfer agent and registrar, which may be a single
        entity, for the Registrable Securities not later than the effective date
        of the
        Registration Statement.
  **o.**  The
        Company shall cooperate with the Investors who hold Registrable Securities
        being
        offered and the managing underwriter or underwriters, if any, to facilitate
        the
        timely preparation and delivery of certificates (not bearing any restrictive
        legends) representing Registrable Securities to be offered pursuant to a
        Registration Statement and enable such certificates to be in such denominations
        or amounts, as the case may be, as the managing underwriter or underwriters,
        if
        any, or the Investors may reasonably request and registered in such names
        as the
        managing underwriter or underwriters, if any, or the Investors may request,
        and,
        within three (3) business days after a Registration Statement which includes
        Registrable Securities is ordered effective by the SEC, the Company shall
        deliver, and shall cause legal counsel selected by the Company to deliver,
        to
        the transfer agent for the Registrable Securities (with copies to the Investors
        whose Registrable Securities are included in such Registration Statement)
        an
        instruction in the form attached hereto as **Exhibit 1** and an
        opinion of such counsel in the form attached hereto as
**Exhibit 2**.
  9
  **p.** At
        the
        request of the holders of a majority-in-interest of the Registrable Securities,
        the Company shall prepare and file with the SEC such amendments (including
        post-effective amendments) and supplements to a Registration Statement and
        any
        prospectus used in connection with the Registration Statement as may be
        necessary in order to change the plan of distribution set forth in such
        Registration Statement.
  **q.**  From
        and
        after the date of this Agreement, the Company shall not, and shall not agree
        to,
        allow the holders of any securities of the Company to include any of their
        securities in any Registration Statement under Section 2(a) hereof or any
        amendment or supplement thereto under Section 3(b) hereof without the consent
        of
        the holders of a majority-in-interest of the Registrable
        Securities.
  **r.**  The
        Company shall take all other reasonable actions necessary to expedite and
        facilitate disposition by the Investors of Registrable Securities pursuant
        to a
        Registration Statement.
  **4.** **OBLIGATIONS****OF THE INVESTORS.**
  In
        connection with the registration of the Registrable Securities, the Investors
        shall have the following obligations:
  **a.**  It
        shall
        be a condition precedent to the obligations of the Company to complete the
        registration pursuant to this Agreement with respect to the Registrable
        Securities of a particular Investor that such Investor shall furnish to the
        Company such information regarding itself, the Registrable Securities held
        by it
        and the intended method of disposition of the Registrable Securities held
        by it
        as shall be reasonably required to effect the registration of such Registrable
        Securities and shall execute such documents in connection with such registration
        as the Company may reasonably request. At least three (3) business days prior
        to
        the first anticipated filing date of the Registration Statement, the Company
        shall notify each Investor of the information the Company requires from each
        such Investor.
  **b.**  Each
        Investor, by such Investor’s acceptance of the Registrable Securities, agrees to
        cooperate with the Company as reasonably requested by the Company in connection
        with the preparation and filing of the Registration Statements hereunder,
        unless
        such Investor has notified the Company in writing of such Investor’s election to
        exclude all of such Investor’s Registrable Securities from the Registration
        Statements.
  **c.**  In
        the
        event Investors holding a majority-in-interest of the Registrable Securities
        being registered (with the approval of the Initial Investors) determine to
        engage the services of an underwriter, each Investor agrees to enter into
        and
        perform such Investor’s obligations under an underwriting agreement, in usual
        and customary form, including, without limitation, customary indemnification
        and
        contribution obligations, with the managing underwriter of such offering
        and
        take such other actions as are reasonably required in order to expedite or
        facilitate the disposition of the Registrable Securities, unless such Investor
        has notified the Company in writing of such Investor’s election to exclude all
        of such Investor’s Registrable Securities from such Registration
        Statement.
  10
  **d.** Each
        Investor agrees that, upon receipt of any notice from the Company of the
        happening of any event of the kind described in Section 3(f) or 3(g), such
        Investor will immediately discontinue disposition of Registrable Securities
        pursuant to the Registration Statement covering such Registrable Securities
        until such Investor’s receipt of the copies of the supplemented or amended
        prospectus contemplated by Section 3(f) or 3(g) and, if so directed by the
        Company, such Investor shall deliver to the Company (at the expense of the
        Company) or destroy (and deliver to the Company a certificate of destruction)
        all copies in such Investor’s possession, of the prospectus covering such
        Registrable Securities current at the time of receipt of such
        notice.
  **e.**  No
        Investor may participate in any underwritten registration hereunder unless
        such
        Investor (i) agrees
        to sell such Investor’s Registrable Securities on the basis provided in any
        underwriting arrangements in usual and customary form entered into by the
        Company, (ii) completes
        and executes all questionnaires, powers of attorney, indemnities, underwriting
        agreements and other documents reasonably required under the terms of such
        underwriting arrangements, and (iii) agrees
        to pay its pro rata share of all underwriting discounts and commissions and
        any
        expenses in excess of those payable by the Company pursuant to Section 5
        below.
  **5.** **EXPENSES
        OF REGISTRATION.**
  All
        reasonable expenses, other than underwriting discounts and commissions, incurred
        in connection with registrations, filings or qualifications pursuant to Sections
        2 and 3, including, without limitation, all registration, listing and
        qualification fees, printers and accounting fees, the fees and disbursements
        of
        counsel for the Company, and the reasonable fees and disbursements of one
        counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h)
        hereof shall be borne by the Company.
  **6.** **INDEMNIFICATION** .
  In
        the
        event any Registrable Securities are included in a Registration Statement
        under
        this Agreement:
  **a.**  To
        the
        extent permitted by law, the Company will indemnify, hold harmless and defend (i) each
        Investor who holds such Registrable Securities, (ii) the
        directors, officers, partners, employees, agents and each person who controls
        any Investor within the meaning of the 1933 Act or the Securities Exchange
        Act
        of 1934, as amended (the “**1934 Act**”), if any, (iii) any
        underwriter (as defined in the 1933 Act) for the Investors, and (iv) the
        directors, officers, partners, employees and each person who controls any
        such
        underwriter within the meaning of the 1933 Act or the 1934 Act, if any (each,
        an
“**Indemnified Person**”), against any joint or several losses,
        claims, damages, liabilities or expenses (collectively, together with actions,
        proceedings or inquiries by any regulatory or self-regulatory organization,
        whether commenced or threatened, in respect thereof, “**Claims**”)
        to which any of them may become subject insofar as such Claims arise out
        of or
        are based upon: (i) any untrue statement or alleged untrue statement of a
        material fact in a Registration Statement or the omission or alleged omission
        to
        state therein a material fact required to be stated or necessary to make
        the
        statements therein not misleading; (ii) any untrue statement or alleged untrue
        statement of a material fact contained in any preliminary prospectus if used
        prior to the effective date of such Registration Statement, or contained
        in the
        final prospectus (as amended or supplemented, if the Company files any amendment
        thereof or supplement thereto with the SEC) or the omission or alleged omission
        to state therein any material fact necessary to make the statements made
        therein, in light of the circumstances under which the statements therein
        were
        made, not misleading; or (iii) any violation or alleged violation by the
        Company
        of the 1933 Act, the 1934 Act, any other law, including, without limitation,
        any
        state securities law, or any rule or regulation thereunder relating to the
        offer
        or sale of the Registrable Securities (the matters in the foregoing clauses
        (i)
        through (iii) being, collectively, “**Violations**”). Subject to
        the restrictions set forth in Section 6(c) with respect to the number of
        legal
        counsel, the Company shall reimburse the Indemnified Person, promptly as
        such
        expenses are incurred and are due and payable, for any reasonable legal fees
        or
        other reasonable expenses incurred by them in connection with investigating
        or
        defending any such Claim. Notwithstanding anything to the contrary contained
        herein, the indemnification agreement contained in this Section 6(a): (i)
        shall
        not apply to a Claim arising out of or based upon a Violation which occurs
        in
        reliance upon and in conformity with information furnished in writing to
        the
        Company by any Indemnified Person or underwriter for such Indemnified Person
        expressly for use in connection with the preparation of such Registration
        Statement or any such amendment thereof or supplement thereto, if such
        prospectus was timely made available by the Company pursuant to Section 3(c)
        hereof; (ii) shall not apply to amounts paid in settlement of any Claim if
        such
        settlement is effected without the prior written consent of the Company,
        which
        consent shall not be unreasonably withheld; and (iii) with respect to any
        preliminary prospectus, shall not inure to the benefit of any Indemnified
        Person
        if the untrue statement or omission of material fact contained in the
        preliminary prospectus was corrected on a timely basis in the prospectus,
        as
        then amended or supplemented, such corrected prospectus was timely made
        available by the Company pursuant to Section 3(c) hereof, and the Indemnified
        Person was promptly advised in writing not to use the incorrect prospectus
        prior
        to the use giving rise to a Violation and such Indemnified Person,
        notwithstanding such advice, used it. Such indemnity shall remain in full
        force
        and effect regardless of any investigation made by or on behalf of the
        Indemnified Person and shall survive the transfer of the Registrable Securities
        by the Investors pursuant to Section 9.
  11
  **b.**  In
        connection with any Registration Statement in which an Investor is
        participating, each such Investor agrees severally and not jointly to indemnify,
        hold harmless and defend, to the same extent and in the same manner set forth
        in
        Section 6(a), the Company, each of its directors, each of its officers who
        signs
        the Registration Statement, each person, if any, who controls the Company
        within
        the meaning of the 1933 Act or the 1934 Act, any underwriter and any other
        shareholder selling securities pursuant to the Registration Statement or
        any of
        its directors or officers or any person who controls such shareholder or
        underwriter within the meaning of the 1933 Act or the 1934 Act (collectively
        and
        together with an Indemnified Person, an “**Indemnified Party**”),
        against any Claim to which any of them may become subject, under the 1933
        Act,
        the 1934 Act or otherwise, insofar as such Claim arises out of or is based
        upon
        any Violation by such Investor, in each case to the extent (and only to the
        extent) that such Violation occurs in reliance upon and in conformity with
        written information furnished to the Company by such Investor expressly for
        use
        in connection with such Registration Statement; and subject to Section 6(c)
        such
        Investor will reimburse any legal or other expenses (promptly as such expenses
        are incurred and are due and payable) reasonably incurred by them in connection
        with investigating or defending any such Claim; provided, however, that the
        indemnity agreement contained in this Section 6(b) shall not apply to amounts
        paid in settlement of any Claim if such settlement is effected without the
        prior
        written consent of such Investor, which consent shall not be unreasonably
        withheld; provided, further, however, that the Investor shall be liable under
        this Agreement (including this Section 6(b) and Section 7) for only that amount
        as does not exceed the net proceeds to such Investor as a result of the sale
        of
        Registrable Securities pursuant to such Registration Statement. Such indemnity
        shall remain in full force and effect regardless of any investigation made
        by or
        on behalf of such Indemnified Party and shall survive the transfer of the
        Registrable Securities by the Investors pursuant to Section 9. Notwithstanding
        anything to the contrary contained herein, the indemnification agreement
        contained in this Section 6(b) with respect to any preliminary prospectus
        shall
        not inure to the benefit of any Indemnified Party if the untrue statement
        or
        omission of material fact contained in the preliminary prospectus was corrected
        on a timely basis in the prospectus, as then amended or
        supplemented.
  12
  **c.**  Promptly
        after receipt by an Indemnified Person or Indemnified Party under this Section
        6
        of notice of the commencement of any action (including any governmental action),
        such Indemnified Person or Indemnified Party shall, if a Claim in respect
        thereof is to be made against any indemnifying party under this Section 6,
        deliver to the indemnifying party a written notice of the commencement thereof,
        and the indemnifying party shall have the right to participate in, and, to
        the
        extent the indemnifying party so desires, jointly with any other indemnifying
        party similarly noticed, to assume control of the defense thereof with counsel
        mutually satisfactory to the indemnifying party and the Indemnified Person
        or
        the Indemnified Party, as the case may be; provided, however, that
        an Indemnified Person or Indemnified Party shall have the right to retain
        its
        own counsel with the fees and expenses to be paid by the indemnifying party,
        if,
        in the reasonable opinion of counsel retained by the indemnifying party,
        the
        representation by such counsel of the Indemnified Person or Indemnified Party
        and the indemnifying party would be inappropriate due to actual or potential
        differing interests between such Indemnified Person or Indemnified Party
        and any
        other party represented by such counsel in such proceeding. The indemnifying
        party shall pay for only one separate legal counsel for the Indemnified Persons
        or the Indemnified Parties, as applicable, and such legal counsel shall be
        selected by Investors holding a majority-in-interest of the Registrable
        Securities included in the Registration Statement to which the Claim relates
        (with the approval of a majority-in-interest of the Initial Investors), if
        the
        Investors are entitled to indemnification hereunder, or the Company, if the
        Company is entitled to indemnification hereunder, as applicable. The failure
        to
        deliver written notice to the indemnifying party within a reasonable time
        of the
        commencement of any such action shall not relieve such indemnifying party
        of any
        liability to the Indemnified Person or Indemnified Party under this Section
        6,
        except to the extent that the indemnifying party is actually prejudiced in
        its
        ability to defend such action. The indemnification required by this Section
        6
        shall be made by periodic payments of the amount thereof during the course
        of
        the investigation or defense, as such expense, loss, damage or liability
        is
        incurred and is due and payable.
  13
  **7.** **CONTRIBUTION** .
  To
        the
        extent any indemnification by an indemnifying party is prohibited or limited
        by
        law, the indemnifying party agrees to make the maximum contribution with
        respect
        to any amounts for which it would otherwise be liable under Section 6 to
        the
        fullest extent permitted by law; provided , however ,
        that (i) no
        contribution shall be made under circumstances where the maker would not
        have
        been liable for indemnification under the fault standards set forth in Section
        6, (ii) no
        seller of Registrable Securities guilty of fraudulent misrepresentation (within
        the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
        from any seller of Registrable Securities who was not guilty of such fraudulent
        misrepresentation, and (iii) contribution
        (together with any indemnification or other obligations under this Agreement)
        by
        any seller of Registrable Securities shall be limited in amount to the net
        amount of proceeds received by such seller from the sale of such Registrable
        Securities.
  **8.** **REPORTS
        UNDER THE 1934 ACT.**
  With
        a
        view to making available to the Investors the benefits of Rule 144 promulgated
        under the 1933 Act or any other similar rule or regulation of the SEC that
        may
        at any time permit the investors to sell securities of the Company to the
        public
        without registration (“ **Rule
        144** ”),
        the
        Company agrees to:
  **a.** make
        and
        keep public information available, as those terms are understood and defined
        in
        Rule 144;
  **b.**  file
        with
        the SEC in a timely manner all reports and other documents required of the
        Company under the 1933 Act and the 1934 Act so long as the Company remains
        subject to such requirements (it being understood that nothing herein shall
        limit the Company’s obligations under Section 4(c) of the Securities Purchase
        Agreement) and the filing of such reports and other documents is required
        for
        the applicable provisions of Rule 144; and
  **c.**  furnish
        to each Investor so long as such Investor owns Registrable Securities, promptly
        upon request, (i) a
        written statement by the Company that it has complied with the reporting
        requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a
        copy of the most recent annual or quarterly report of the Company and such
        other
        reports and documents so filed by the Company, and (iii) such
        other information as may be reasonably requested to permit the Investors
        to sell
        such securities pursuant to Rule 144 without registration.
  **9.** **ASSIGNMENT
        OF REGISTRATION RIGHTS.**
  The
        rights under this Agreement shall be automatically assignable by the Investors
        to any transferee of all or any portion of Registrable Securities if:
        (i) the Investor agrees in writing with the transferee or assignee to
        assign such rights, and a copy of such agreement is furnished to the Company
        within a reasonable time after such assignment, (ii) the Company is, within
        a reasonable time after such transfer or assignment, furnished with written
        notice of (a) the
        name and address of such transferee or assignee, and (b) the
        securities with respect to which such registration rights are being transferred
        or assigned, (iii) following such transfer or assignment, the further
        disposition of such securities by the transferee or assignee is restricted
        under
        the 1933 Act and applicable state securities laws, (iv) at or before the
        time
        the Company receives the written notice contemplated by clause (ii) of this
        sentence, the transferee or assignee agrees in writing with the Company to
        be
        bound by all of the provisions contained herein, (v) such transfer shall
        have
        been made in accordance with the applicable requirements of the Securities
        Purchase Agreement, and (vi) such transferee shall be an “ **accredited
        investor** ”
as
        that
        term defined in Rule 501 of Regulation D promulgated under the 1933
        Act.
  14
  **10.** **AMENDMENT
        OF REGISTRATION RIGHTS.**
  Provisions
        of this Agreement may be amended and the observance thereof may be waived
        (either generally or in a particular instance and either retroactively or
        prospectively), only with written consent of the Company, each of the Initial
        Investors (to the extent such Initial Investor still owns Registrable
        Securities) and Investors who hold a majority interest of the Registrable
        Securities. Any amendment or waiver effected in accordance with this Section
        10
        shall be binding upon each Investor and the Company.
  **11.** **MISCELLANEOUS** .
  **a.**  A
        person
        or entity is deemed to be a holder of Registrable Securities whenever such
        person or entity owns of record such Registrable Securities. If the Company
        receives conflicting instructions, notices or elections from two or more
        persons
        or entities with respect to the same Registrable Securities, the Company
        shall
        act upon the basis of instructions, notice or election received from the
        registered owner of such Registrable Securities.
  **b.** Any
        notices required or permitted to be given under the terms hereof shall be
        sent
        by certified or registered mail (return receipt requested) or delivered
        personally or by courier (including a recognized overnight delivery service)
        or
        by facsimile and shall be effective five days after being placed in the mail,
        if
        mailed by regular United States mail, or upon receipt, if delivered personally
        or by courier (including a recognized overnight delivery service) or by
        facsimile, in each case addressed to a party. The addresses for such
        communications shall be:
  If
        to the
        Company:
  Clickable
        Enterprises, Inc.
 711
        South
        Columbus Avenue
 Mount
        Vernon, New York 10550
 Attention:
        President
 Telephone:
        (914) 699-5190
 Email:
        nick.cirillo@clickableoil.com
  15
  With
        a
        copy to:
  Eckert
        Seamens Cherin & Mellott, LLC
 1515
        Market Street, 9 th Floor
 Philadelphia,
        Pennsylvania 19102
 Attention:
        Gary A.
        M iller,
        Esq.
 Telephone:
        215-851-8472
 Facsimile:
        215-851-8383
  Email: gmiller@eckertseamens.com
  If
        to an
        Investor: to the address set forth immediately below such Investor’s name on the
        signature pages to the Securities Purchase Agreement.
  With
        a
        copy to:
  Ballard
        Spahr Andrews & Ingersoll, LLP
 1735
        Market Street
 51 st Floor
 Philadelphia,
        Pennsylvania 19103
 Attention:
        Gerald J. Guarcini, Esq.
 Telephone:
        215-865-8625
 Facsimile:
        215-864-8999
  **c.**  Failure
        of any party to exercise any right or remedy under this Agreement or otherwise,
        or delay by a party in exercising such right or remedy, shall not operate
        as a
        waiver thereof.
  **d.** THIS
        AGREEMENT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
        THE
        LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
        ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT
        OF
        LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE
        UNITED STATES FEDERAL COURTS LOCATED NEW YORK, NEW YORK WITH RESPECT TO ANY
        DISPUTE ARISING UNDER THIS AGREEMENT, THE AGREEMENTS ENTERED INTO IN CONNECTION
        HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES
        IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE
        OF
        SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS
        UPON
        A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE
        SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING
        HEREIN
        SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
        BY LAW. BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH
        SUIT
        OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS
        BY
        SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTY WHICH DOES
        NOT
        PREVAIL IN ANY DISPUTE ARISING UNDER THIS AGREEMENT SHALL BE RESPONSIBLE
        FOR ALL
        FEES AND EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY
        IN CONNECTION WITH SUCH DISPUTE.
  16
  **e.** In
        the
        event that any provision of this Agreement is invalid or unenforceable under
        any
        applicable statute or rule of law, then such provision shall be deemed
        inoperative to the extent that it may conflict therewith and shall be deemed
        modified to conform with such statute or rule of law. Any provision hereof
        which
        may prove invalid or unenforceable under any law shall not affect the validity
        or enforceability of any other provision hereof.
  **f.** This
        Agreement, the Notes, the Warrants and the Securities Purchase Agreement
        (including all schedules and exhibits thereto) constitute the entire agreement
        among the parties hereto with respect to the subject matter hereof and thereof.
        There are no restrictions, promises, warranties or undertakings, other than
        those set forth or referred to herein and therein. This Agreement and the
        Securities Purchase Agreement supersede all prior agreements and understandings
        among the parties hereto with respect to the subject matter hereof and
        thereof.
  **g.** Subject
        to the requirements of Section 9 hereof, this Agreement shall be binding
        upon
        and inure to the benefit of the parties and their successors and
        assigns.
  **h.** The
        headings in this Agreement are for convenience of reference only and shall
        not
        form part of, or affect the interpretation of, this Agreement.
  **i.** This
        Agreement may be executed in two or more counterparts, each of which shall
        be
        deemed an original but all of which shall constitute one and the same agreement
        and shall become effective when counterparts have been signed by each party
        and
        delivered to the other party. This Agreement, once executed by a party, may
        be
        delivered to the other party hereto by facsimile transmission of a copy of
        this
        Agreement bearing the signature of the party so delivering this
        Agreement.
  **j.** Each
        party shall do and perform, or cause to be done and performed, all such further
        acts and things, and shall execute and deliver all such other agreements,
        certificates, instruments and documents, as the other party may reasonably
        request in order to carry out the intent and accomplish the purposes of this
        Agreement and the consummation of the transactions contemplated
        hereby.
  **k.** Except
        as
        otherwise provided herein, all consents and other determinations to be made
        by
        the Investors pursuant to this Agreement shall be made by Investors holding
        a
        majority of the Registrable Securities, determined as if the all of the Notes
        then outstanding have been converted into for Registrable
        Securities.
  **l.**  The
        Company acknowledges that a breach by it of its obligations hereunder will
        cause
        irreparable harm to each Investor by vitiating the intent and purpose of
        the
        transactions contemplated hereby. Accordingly, the Company acknowledges that
        the
        remedy at law for breach of its obligations under this Agreement will be
        inadequate and agrees, in the event of a breach or threatened breach by the
        Company of any of the provisions under this Agreement, that each Investor
        shall
        be entitled, in addition to all other available remedies in law or in equity,
        and in addition to the penalties assessable herein, to an injunction or
        injunctions restraining, preventing or curing any breach of this Agreement
        and
        to enforce specifically the terms and provisions hereof, without the necessity
        of showing economic loss and without any bond or other security being
        required.
  17
  **m.** The
        language used in this Agreement will be deemed to be the language chosen
        by the
        parties to express their mutual intent, and no rules of strict construction
        will
        be applied against any party.
  [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]
  18
  **IN
        WITNESS WHEREOF,** the
        Company and the undersigned Initial Investors have caused this Agreement
        to be
        duly executed as of the date first above written.
   **CLICKABLE
                ENTERPRISES, INC.**Nicholas
                  Cirillo
                President
  **AJW
        PARTNERS, LLC**
 By:
        SMS
        Group, LLC
 Corey
                      S. Ribotsky
                    Manager
  **AJW
        OFFSHORE, LTD.**
 By:
        First
        Street Manager II, LLC
 Corey
                      S. Ribotsky
                    Manager
 **AJW
        QUALIFIED PARTNERS, LLC**
 By:
        AJW
        Manager, LLC
 Corey
                      S. Ribotsky
                    Manager
  **NEW
        MILLENNIUM CAPITAL PARTNERS, II, LLC**
 By:
        First
        Street Manager II, LLC
 Corey
                      S. Ribotsky
                    Manager
   19