REGISTRATION
      RIGHTS AGREEMENT





by
      and
      among





ARC
      INVESTMENT PARTNERS, LLC





TAPIRDO
      ENTERPRISES, LLC





SGM
      CAPITAL, LLC





ADAM
      ROSEMAN





STEVEN
      MAGAMI





and





PURE
      BIOFUELS CORP.










Dated
        as
        of September 12, 2007














**Table
        of Contents**


**Page**ARTICLE
                I Definitions
            21.1
            Defined
                Terms.
            21.2
            Other
                Definitional Provisions; Interpretation.
            5ARTICLE
                II Registration Rights
            52.1
            Securities
                Act Registration on Request.
            52.2
            Piggyback
                Registration.
            92.3
            Expenses.
            102.4
            Registration
                Procedures.
            102.5
            Underwritten
                Offerings.
            142.6
            Preparation:
                Reasonable Investigation.
            162.7
            Postponements.
            172.8
            Indemnification
                by the Company.
            182.9
            Registration
                Rights to Others.
            212.10
            Adjustments
                Affecting Registrable Common Stock.
            212.11
            Rule
                144 and Rule 144A.
            212.12
            Nominees
                for Beneficial Owners.
            212.13
            Calculation
                of Percentage or Number of Shares of Registrable Common
                Stock.
            212.14
            Termination
                of Registration Rights.
            22ARTICLE
                III Miscellaneous
            223.1
            Injunctive
                Relief.
            223.2
            Amendments;
                Entire Agreement.
            223.3
            Severability.
            223.4
            Successors
                and Assigns.
            223.5
            Notices.
            223.6
            Counterparts.
            233.7
            Governing
                Law; Consent to Jurisdiction.
            233.8
            Waiver
                of July Trial.
            23




SCHEDULES:




SCHEDULE
      A - NOTICES





REGISTRATION
      RIGHTS AGREEMENT




REGISTRATION
      RIGHTS AGREEMENT, dated as of September 12, 2007, by and among PURE BIOFUELS
      CORP., a Nevada corporation (the “ Company ”); **** ARC
      Investment Partners, LLC a Delaware limited liability company, (“ ARC ”);
      Tapirdo Enterprises, LLC, a Delaware limited liability company (“ TAPIRDO ”);
      SGM
      Capital, LLC, a Delaware a limited liability company (“ SGM ”) ;
      Adam
      Roseman (“ ROSEMAN ”);
      and
      Steven Magami (“ MAGAMI ”).





WHEREAS,
      the Company has agreed to enter into a registration rights agreement with ARC,
      TAPIRDO, SGM, ROSEMAN and MAGAMI to register the offer and resale of shares
      of
      common stock that the Shareholders (as defined below) received pursuant to
      that
      certain escrow agreement, dated as of July 22, 2007; and





NOW,
      THEREFORE, in consideration of the mutual covenants and agreements herein
      contained, the parties hereto agree as follows:




ARTICLE
      I




DEFINITIONS




1.1  Defined
      Terms. As used
      in this Agreement, terms defined in the headings and the recitals shall have
      their respective assigned meanings, and the following capitalized terms shall
      have the meanings ascribed to them below:




“ Affiliate ”
shall
      mean any Person who is an “affiliate” of such Person as defined in
      Rule 12b-2 of the General Rules and Regulations under the Exchange
      Act.




“ Agreement ”
means
      this Registration Rights Agreement, as the same may be amended, supplemented
      or
      otherwise modified from time to time.




“ ARC ”
has
      the
      meaning set forth in the Preamble hereto.




“ Board ”
shall
      mean the Board of Directors of the Company.




“ Business
      Day ”
means
      any day except a Saturday, Sunday or other day on which commercial banks in
      New
      York City and/or Los Angeles are authorized or required by law to be
      closed.




“ Closing
      Price ”
means,
      with respect to the Registrable Common Stock, as of the date of determination:
      (a) if the Registrable Common Stock is listed on a national securities exchange,
      the closing price per share of the Registrable Common Stock on such date
      published in The
      Wall Street Journal (National Edition) or, if
      no such closing price on such date is published in The
      Wall Street Journal (National Edition) ,
      the
      average of the closing bid and asked prices on such date, as officially reported
      on the principal national securities exchange on which the Registrable Common
      Stock is then listed or admitted to trading; (b) if the Registrable Common
      Stock
      is not then listed or admitted to trading on any national securities exchange
      but is designated as a national market system security by the NASD, the last
      trading price per share of the Registrable Common Stock on such date; (c) if
      there shall have been no trading on such date or if the Registrable Common
      Stock
      is not designated as a national market system security by the NASD, the average
      of the reported closing bid and asked prices of the Registrable Common Stock
      on
      such date as shown by the OTCBB; or (d) if none of (a), (b) or (c) is
      applicable, a market price per share determined in good faith by the Board
      of
      Directors. If trading is conducted on a continuous basis on any exchange, then
      the closing price shall be determined at 4:00 p.m., New York City
      time.


2


“ Commission ”
means
      the U.S. Securities and Exchange Commission or any similar agency then having
      jurisdiction to enforce the Securities Act.




“ Common
      Stock ”
means
      the shares of common stock, $.001 par value per share, of the Company, as
      adjusted to reflect any merger, consolidation, recapitalization,
      reclassification, split-up, stock dividend, rights offering or reverse stock
      split made, declared or effected with respect to the Common Stock.




“ Company ”
has
      the
      meaning set forth in the preamble to this Agreement.




“ Company
      Indemnitee ”
has
      the
      meaning set forth in Section 2.8(a) hereof.




“ Demanding
      Shareholder ”
means
      (a) ROSEMAN or TAPIRDO, as applicable, if ROSEMAN initiates the request to
      the
      Company for the registration with the Commission of their shares of Registrable
      Common Stock pursuant to Section 2.1(a) of the Agreement, (b) MAGAMI or SGM,
      as
      applicable, if MAGAMI initiates the request to the Company for the registration
      with the Commission of their shares of Registrable Common Stock pursuant to
      Section 2.1(a) of this Agreement or (c) ARC, if it initiates the request to
      the
      Company for the registration with the Commission of its shares of Registrable
      Common Stock pursuant to Section 2.1(a) of this Agreement.




“ Exchange
      Act ”
means
      the U.S. Securities Exchange Act of 1934, as amended, and the rules and
      regulations thereunder, or any similar or successor statute.




“ Expenses ”
means
      all expenses incurred by the Company incident to the Company’s performance of or
      compliance with its obligations under this Agreement, including, without
      limitation, all registration, filing, listing, stock exchange and NASD fees,
      all
      fees and expenses of complying with state securities or blue sky laws (including
      the reasonable fees, disbursements and other charges of counsel for the
      underwriters in connection with blue sky filings), all of the Company’s word
      processing, duplicating and printing expenses, messenger, telephone and delivery
      expenses, the fees, disbursements and other charges of counsel for the Company
      and of its independent registered public accounting firm, including the expenses
      incurred in connection with “cold comfort” letters required by or incident to
      such performance and compliance, the fees and expenses incurred by the Company
      in connection with the listing of the securities to be registered on each
      securities exchange or national market system on which similar securities issued
      by the Company are then listed, any fees and disbursements of underwriters
      customarily paid by issuers or sellers of securities, the fees and expenses
      of
      any special experts retained by the Company in connection with such
      registration, and the fees and expenses of other persons retained by the
      Company, and any fees and expenses of counsel for any seller of Registrable
      Common Stock, which in no event shall exceed $10,000, but excluding underwriting
      discounts and commissions and applicable transfer taxes, if any, which
      discounts, commissions, transfer taxes, fees and expenses shall be borne by
      the
      seller or sellers of Registrable Common Stock in all cases.




3


“ Governmental
      Authority ”
means
      (a) the government of any nation, state, city, locality or other political
      subdivision thereof, (b) any entity exercising executive, legislative,
      judicial, regulatory or administrative functions of or pertaining to government,
      and (c) any corporation or other entity owned or controlled, through stock
      or capital ownership or otherwise, by any of the foregoing.




“ Loss ”
and
      “ Losses ”
have
      the meanings set forth in Section 2.8(a) hereof.




“ MAGAMI ”
has
      the
      meaning set forth in the preamble to this Agreement.




“ Market
      Price ”
means,
      on any date of determination, the average of the daily Closing Price of the
      Registrable Common Stock during the immediately preceding thirty (30) days
      on
      which the national securities exchanges are open for trading.




“ NASD ”
means
      the National Association of Securities Dealers, Inc.




“ Offering
      Documents ”
has
      the
      meaning set forth in Section 2.8(a) hereof.




“ OTCBB ”
means
      the OTC Bulleting Board.




“ Person ”
means
      any individual, corporation, partnership, firm, joint venture, association,
      joint stock company, trust, unincorporated organization or other entity.




“ Piggyback
      Requesting Shareholder ”
has
      the
      meaning set forth in Section 2.2 hereof.




“ Public
      Offering ”
means
      a
      public offering and sale of Common Stock pursuant to an effective registration
      statement filed under the Securities Act.




“ Registrable
      Common Stock ”
means,
      with respect to any Shareholder, any of the Common Stock owned by such
      Shareholder as of the date hereof and any shares of Common Stock acquired by
      such Shareholder or any of its Affiliates after the date hereof if such
      Shareholder or Affiliate is an Affiliate of the Company on the date of such
      acquisition; provided , however ,
      that a
      share of Common Stock will cease to be Registrable Common Stock upon the
      earliest to occur of the time that (i) such share has been sold under a
      registration statement effected pursuant hereto or pursuant to Rule 144
      promulgated under the Securities Act or (ii) such share, along with all of
      the
      other shares held by such Shareholder, may immediately be sold under
      Rule 144(k) or any successor rule.




“ ROSEMAN ”
has
      the
      meaning set forth in the preamble to this Agreement.


4


“ Securities
      Act ”
means
      the U.S. Securities Act of 1933, as amended, and the rules and regulations
      thereunder, or any similar or successor statute.




“ Selling
      Shareholders ”
means
      the holders of Registrable Common Stock requested to be registered pursuant
      hereto.




“ SGM ”
has
      the
      meaning set forth in the Preamble hereto.




“ Shareholder
      Information ”
has
      the
      meaning set forth in Section 2.4 hereof.




“ Shareholder
      Indemnitee ”
has
      the
      meaning set forth in Section 2.8(b) hereof.




“ Shareholders ”
means
      ARC, TAPIRDO, SGM, ROSEMAN and MAGAMI.




“ Subsidiary ”
shall
      mean with respect to any Person, any corporation, partnership, association
      or
      other business entity of which fifty percent (50%) or more of the total voting
      power of shares of capital stock entitled (without regard to the occurrence
      of
      any contingency) to vote generally in the election of directors, managers or
      trustees thereof, or fifty percent (50%) or more of the equity interest therein,
      is at the time owned or controlled, directly or indirectly, by any Person or
      one
      or more of the other Subsidiaries of such Person or a combination
      thereof.




“ TAPIRDO ”
has
      the
      meaning set forth in the Preamble hereto.




1.2  Other
      Definitional Provisions; Interpretation.   (a)   The
      words “hereof”, “herein”, and “hereunder” and words of similar import when used
      in this Agreement shall refer to this Agreement as a whole and not to any
      particular provision of this Agreement, and Section, Subsection and Schedule
      references are to this Agreement unless otherwise specified.




(b)  The
      headings in this Agreement are included for convenience of reference only and
      shall not limit or otherwise affect the meaning or interpretation of this
      Agreement.




(c)  The
      meanings given to terms defined herein shall be equally applicable to both
      the
      singular and plural forms of such terms.




ARTICLE
      II




REGISTRATION
      RIGHTS




2.1  Securities
      Act Registration on Request. At any time and from time to time after the date hereof, any or
      each of ROSEMAN or MAGAMI may make a written request to the Company for the
      registration with the Commission under the Securities Act of all or part of
      such
      Shareholder’s Registrable Common Stock which request shall specify the number of
      shares of Registrable Common Stock to be disposed of by each such Shareholder
      and the proposed plan of distribution therefor. Upon the receipt of any request
      for registration from ROSEMAN or MAGAMI pursuant to this paragraph, the Company
      promptly shall notify each of ROSEMAN or MAGAMI of the receipt of such request.
      Upon the receipt of any request for registration made in accordance with the
      terms of this paragraph, the Company will effect, at the earliest practicable
      date, such registration under the Securities Act of:


5




(i)  the
      Registrable Common Stock which the Company has been so requested to register
      by
      the Demanding Shareholder, and




(ii)  all
      other
      Registrable Common Stock which the Company has been requested to register by
      ARC, TAPIRDO or SGM by written request given to the Company within 15 days
      after
      the giving of written notice by the Company to such other Shareholders of the
      request by the Demanding Shareholder; provided that
      ARC, TAPIRDO or SGM shall acknowledge in their written notice to the Company
      whether they will also be a Demanding Shareholder for the requested
      registration,




all
      to
      the extent necessary to permit the disposition (in accordance with Section
      2.1(c) hereof) of the Registrable Common Stock so to be registered; provided that,




(A)  the
      Company shall not be required to effect more than a total of two demand
      registrations pursuant to this Section 2.1(a) for ROSEMAN or TAPIRDO, a total
      of
      two demand registrations pursuant to this Section 2.1(a) for MAGAMI or SGM
      and a
      total of two demand registrations pursuant to this Section 2.1(a) for
      ARC




(B)  if
      the
      Company has previously effected a registration pursuant to this Section 2.1(a)
      or Section 2.1(g) hereof or has previously effected a registration of which
      notice has been given to the Shareholders pursuant to Section 2 hereof, the
      Company shall not be required to effect any registration pursuant to this
      Section 2.1(a) until a period of 180 days shall have elapsed from the date
      on
      which such previous registration ceased to be effective;




(C)  any
      Shareholder whose Registrable Common Stock was to be included in any such
      registration pursuant to this Section 2.1(a), by written notice to the Company,
      may withdraw such request and, on receipt of such notice of the withdrawal
      of
      such request from Shareholders holding a percentage of Registrable Common Stock,
      such that the Shareholders that have not elected to withdraw do not hold, in
      the
      aggregate, the requisite percentage or amount of the Registrable Common Stock
      to
      require or initiate a request for a registration under clause (D) of this
      Section 2.1(a), the Company shall not be required to effect such registration; provided that, if
      the Shareholder or Shareholders that have elected to withdraw such registration
      agree to pay the Expenses related to such registration, then the request for
      registration shall not be counted for purposes of determining the number of
      registrations to which such Shareholders are entitled pursuant to this Section
      2.1; and




(D)  the
      Company shall not be required to effect any registration to be effected pursuant
      to this Section 2.1(a) unless the shares of Registrable Common Stock proposed
      to
      be sold in such registration have an aggregate price (calculated based upon
      the
      Market Price of such Registrable Common Stock as of the date of such request)
      of
      at least $1,000,000.


6




(b)  Registration
      of Other Securities .
      Whenever the Company shall effect a registration pursuant to Section 2.1(a)
      hereof, no securities other than (i) Registrable Common Stock and (ii) subject
      to Section 2.1(f), Common Stock to be sold by the Company for its own account
      shall be included among the securities covered by such registration unless
      the
      Selling Shareholders holding not less than a majority of the shares of
      Registrable Common Stock to be covered by such registration shall have consented
      in writing to the inclusion of such other securities.




(c)  Registration
      Statement Form .
      Registrations under Section 2.1(a) hereof shall be on Form S-1 or SB-2 or,
      if
      permitted by law, Form S-3 (or, in either case, any successor forms thereto)
      and
      shall permit the disposition of the Registrable Common Stock pursuant to an
      underwritten Public Offering unless the Demanding Shareholder(s) determine
      otherwise, in which case pursuant to the method of disposition determined by
      such Demanding Shareholder(s). The Company agrees to include in any such
      registration statement filed pursuant to Section 2.1(a) hereof all information
      which the Demanding Shareholder(s), upon advice of counsel, shall reasonably
      request.




(d)  Effective
      Registration Statement .
      A
      registration requested pursuant to Section 2.1(a) or Section 2.1(g) hereof
      shall
      not be deemed to have been effected:




(i)  unless
      a
      registration statement with respect thereto has become effective by the
      Commission and remains effective in compliance with the provisions of the
      Securities Act and the laws of any state or other jurisdiction applicable to
      the
      disposition of Registrable Common Stock covered by such registration statement
      until such time as all of such Registrable Common Stock have been disposed
      of in
      accordance with such registration statement or there shall cease to be any
      Registrable Common Stock;




(ii)  if,
      after
      it has become effective, such registration is interfered with by any stop order,
      injunction or other order or requirement of the Commission or other Governmental
      Authority or court for any reason other than a violation of applicable law
      solely by any Selling Shareholder and has not thereafter become effective;
      or




(iii)  if,
      in
      the case of an underwritten Public Offering, the conditions to closing specified
      in an underwriting agreement to which the Company is a party are not satisfied
      or waived other than by reason of any breach or failure by any Selling
      Shareholder or are not otherwise waived.




The
      holders of Registrable Common Stock to be included in a registration statement
      may at any time terminate a request for registration made pursuant to Section
      2.1(a) in accordance with Section 2.1(C).




(e)  Selection
      of Underwriters .
      The
      underwriter or underwriters of each underwritten Public Offering, if any, of
      the
      Registrable Common Stock to be registered pursuant to Section 2.1(a) or Section
      2.2 hereof shall be an investment bank mutually selected by the Selling
      Shareholders owning at least a majority of the shares of Registrable Common
      Stock to be registered and the Company.


7


(f)  Priority
      in Requested Registration .
      If a
      registration under this Section involves an underwritten Public Offering, and
      the managing underwriter of such underwritten Public Offering shall advise
      the
      Company in writing (with a copy to each Selling Shareholder requesting that
      Registrable Common Stock be included in such registration statement) that,
      in
      its opinion, the number of shares of Registrable Common Stock requested to
      be
      included in such registration exceeds the number of such securities that can
      be
      sold in such offering within a price range stated to such managing underwriter
      by Selling Shareholders owning at least a majority of the shares of Registrable
      Common Stock requested to be included in such registration to be acceptable
      to
      such Selling Shareholders, the Company shall include in such registration,
      to
      the extent of the number and type of securities which the Company is advised
      can
      be sold in such offering, all Registrable Common Stock requested to be
      registered pursuant to Section 2.1(a) hereof, (i) first, all of the shares
      of
      Registrable Common Stock being sold for the accounts of the Demanding
      Shareholders, pro
      rata among
      such Demanding Shareholders based on the number of shares of Registrable Common
      Stock requested to be included in such registration by such Demanding
      Shareholders, and
      (ii)
      second, pro
      rata  among
      the
      Selling Shareholders (other than the Demanding Shareholders) who request their
      shares of Registrable Common Stock to be included in such registration pursuant
      to Section 2.1(a) on the basis of the number of shares of Registrable Common
      Stock requested to be registered by all such Selling Shareholders, and (iii)
      third, to the Company.




(g)  Shelf
      Registration .
      ROSEMAN
      or MAGAMI may make a written request that the Company file a shelf registration
      statement (a “ Shelf
      Registration Statement ”)
      pursuant to Rule 415 promulgated under the Securities Act (a “ Shelf
      Registration ”)
      and
      any related qualification or compliance with respect to all or part of the
      Registrable Common Stock owned by ROSEMAN or MAGAMI, as the case may be,
      provided that ROSEMAN or MAGAMI (together with all other holders of Registrable
      Common Stock to be included in such registration) propose to sell shares of
      their Registrable Common Stock having an aggregate price (calculated based
      upon
      the Market Price of such Registrable Common Stock as of the date of such
      request) of at least $500,000. The Company shall (i) promptly give written
      notice of the proposed registration, and any related qualification or
      compliance, to all other holders of Registrable Common Stock; and (ii) as soon
      as practicable, file such Shelf Registration Statement under the Securities
      Act
      at the earliest practicable date, but in any event not later than 60 days after
      the Shelf Registration is requested, and use its best efforts to have such
      Shelf
      Registration Statement thereafter become effective with the Commission at the
      earliest practicable date. The Company agrees to keep the Shelf Registration
      Statement continuously effective for the period beginning on the date on which
      the Shelf Registration Statement becomes effective under the Securities Act
      until the earlier to occur of (i) twenty-four (24) months thereafter (plus
      a
      number of Business Days equal to the number of Business Days, if any, that
      the
      Shelf Registration Statement is not kept effective after the initial date of
      its
      effectiveness and prior to twenty-four (24) thereafter pursuant to Section
      2.7(b) or otherwise), (ii) the day after the date on which all of the
      Registrable Common Stock covered by the Shelf Registration Statement has been
      sold pursuant to the Shelf Registration Statement or another registration
      statement and (iii) the first date on which there shall cease to be any
      Registrable Common Stock covered by such Shelf Registration Statement. The
      Company further agrees, if necessary, to supplement or amend the Shelf
      Registration Statement, if required by the rules, regulations or instructions
      applicable to the registration form used by the Company for such Shelf
      Registration or by the Securities Act or by any other rules and regulations
      thereunder for Shelf Registration, and the Company agrees to furnish to ROSEMAN
      or MAGAMI whose Registrable Common Stock is included in such Shelf Registration
      Statement copies of any such supplement or amendment promptly after its being
      issued or filed with the Commission. No registration requested by ROSEMAN or
      MAGAMI pursuant to this Section 2.1(g) shall be deemed a registration pursuant
      to Section 2.1(a); provided that if
      any offering by ROSEMAN or MAGAMI made pursuant to the Shelf Registration
      Statement is an underwritten Public Offering or otherwise includes the
      participation by an underwriter which requires legal opinions, comfort letters,
      due diligence or other actions or efforts customarily associated with an
      underwritten Public Offering including but not limited to a roadshow in which
      the Company’s management are requested to participate then such offering shall
      constitute a demand registration pursuant to Section 2.1(a). Not more than
      one
      registration pursuant to this Section 2.1(g) shall be required in a given nine
      month period. If at the time a request for a Shelf Registration is made under
      this Section 2.1(g), the Company is a “well-known seasoned issuer” (as defined
      in Rule 405 of the Securities Act) then the Company’s obligation to file a
      registration statement under this Section 2.1(g) shall be deemed satisfied
      if
      there is a Form S-3 on file pursuant to which the requesting Shareholder shall
      be entitled to dispose of all its Registrable Common Stock.




8


2.2  Piggyback
      Registration . If the
      Company proposes to register any of its securities under the Securities Act
      by
      registration on any forms other than Form S-4 or S-8 (or any successor or
      similar form(s)), whether or not pursuant to registration rights granted to
      other holders of its securities (including pursuant to this Agreement) and
      whether or not for sale for its own account, it shall give prompt written notice
      to all of the Shareholders of its intention to do so and of such Shareholders’
rights (if any) under this Section 2.2, which notice, in any event, shall be
      given at least 30 days prior to such proposed registration. Upon the written
      request of any Shareholder receiving notice of such proposed registration that
      is a holder of Registrable Common Stock (a “ Piggyback
      Requesting Shareholder ”)
      made
      within 20 days after the receipt of any such notice with written confirmation
      to
      follow promptly thereafter, stating that (i) such registration will be on Form
      S-3 and (ii) such shorter period of time is required because of a planned filing
      date), which request shall specify the Registrable Common Stock intended to
      be
      disposed of by such Piggyback Requesting Shareholder, the Company shall, subject
      to Section 2.5(b) hereof, effect the registration under the Securities Act
      of
      all Registrable Common Stock which the Company has been so requested to register
      by the Piggyback Requesting Shareholders thereof; provided that,




(a)  prior
      to
      the effective date of the registration statement filed in connection with such
      registration, promptly following receipt of notification by the Company from
      the
      managing underwriter (if an underwritten Public Offering) of the price at which
      such securities are to be sold, the Company shall so advise each Piggyback
      Requesting Shareholder of such price, and such Piggyback Requesting Shareholder
      shall then have the right, exercisable in its sole discretion, irrevocably
      to
      withdraw its request to have its Registrable Common Stock included in such
      registration statement, by delivery of written notice of such withdrawal to
      the
      Company within five Business Days of its being advised of such price, without
      prejudice to the rights of any holder or holders of Registrable Common Stock
      to
      include Registrable Common Stock in any future registration (or registrations)
      pursuant to this Section 2.2 or to cause such registration to be effected as
      a
      registration under Section 2.1(a) or Section 2.1(g) hereof, as the case may
      be;




9


(b)  if
      at any
      time after giving written notice of its intention to register any securities
      and
      prior to the effective date of the registration statement filed in connection
      with such registration, the Company shall determine for any reason not to
      register or to delay registration of such securities, the Company may, at its
      election, give written notice of such determination to each Piggyback Requesting
      Shareholder and (i) in the case of a determination not to register, shall be
      relieved of its obligation to register any Registrable Common Stock in
      connection with such registration (but not from any obligation of the Company
      to
      pay the Expenses in connection therewith), without prejudice, however, to the
      rights of any Shareholder to include Registrable Common Stock in any future
      registration (or registrations) pursuant to this Section 2.2 or to cause such
      registration to be effected as a registration under Section 2.1(a) or Section
      2.1(g) hereof, as the case may be, and (ii) in the case of a determination
      to
      delay registering, shall be permitted to delay registering any Registrable
      Common Stock, for the same period as the delay in registering such other
      securities; and




(c)  if
      such
      registration was initiated by the Company for its own account and involves
      an
      underwritten Public Offering, each Piggyback Requesting Shareholder shall sell
      its Registrable Common Stock on the same terms and conditions as those that
      apply to the Company, and the underwriters of each such underwritten Public
      Offering shall be a nationally recognized underwriter (or underwriters) selected
      by the Company.




No
      registration effected under this Section 2.2 shall relieve the Company of its
      obligation to effect any registration upon request under Section 2.1(a) or
      Section 2.1(g) hereof and no registration effected pursuant to this Section
      2.2
      shall be deemed to have been effected pursuant to Section 2.1(a) or Section
      2.1(g) hereof.




2.3  Expenses. The
      Company shall pay all Expenses in connection with any registration initiated
      pursuant to Sections 2.1(a), 2.1(g) or 2.2 hereof, whether or not such
      registration shall become effective and whether or not all or any portion of
      the
      Registrable Common Stock originally requested to be included in such
      registration are ultimately included in such registration.




2.4  Registration
      Procedures. If and
      whenever the Company is required to effect any registration under the Securities
      Act as provided in Sections 2.1(a), 2.1(g) and 2.2 hereof, the Company shall,
      as
      expeditiously as possible:




(a)  prepare
      and file with the Commission (promptly and, in any event on or before the date
      that is (i) 90 days, in the case of any registration pursuant to Section 2.1(a),
      after the receipt by the Company of the written request from the relevant
      Demanding Shareholder or (ii) 60 days, in the case of any registration pursuant
      to Section 2.1(g), after the receipt by the Company of the written request
      from
      the relevant Shareholder) the requisite registration statement to effect such
      registration and thereafter use its reasonable best efforts to cause such
      registration statement to become and remain effective; provided , however ,
      that
      the Company may discontinue any registration of its securities that are not
      shares of Registrable Common Stock (and, under the circumstances specified
      in
      Sections 2.2 and 2.7(b) hereof, its securities that are shares of Registrable
      Common Stock) at any time prior to the effective date of the registration
      statement relating thereto;




10


(b)  prepare
      and file with the Commission such amendments and supplements to such
      registration statement and the prospectus used in connection therewith as may
      be
      necessary to keep such registration statement effective and to comply with
      the
      provisions of the Securities Act and the Exchange Act with respect to the
      disposition of all Registrable Common Stock covered by such registration
      statement until such time as all of such Registrable Common Stock has been
      disposed of in accordance with the method of disposition set forth in such
      registration statement;




(c)  furnish
      to each seller of Registrable Common Stock covered by such registration
      statement and each underwriter, if any, such number of copies of such drafts
      and
      final conformed versions of such registration statement and of each such
      amendment and supplement thereto (in each case including all exhibits and any
      documents incorporated by reference), such number of copies of such drafts
      and
      final versions of the prospectus contained in such registration statement
      (including each preliminary prospectus and any summary prospectus) and any
      other
      prospectus filed under Rule 424 under the Securities Act, in conformity with
      the
      requirements of the Securities Act, and such other documents, as any Selling
      Shareholder or any underwriter may reasonably request in writing;




(d)  (i)
      register or qualify all Registrable Common Stock and other securities, if any,
      covered by such registration statement under such other securities or blue
      sky
      laws of such states or other jurisdictions of the United States of America
      as
      the sellers of Registrable Common Stock covered by such registration statement
      shall reasonably request in writing, (ii) keep such registration or
      qualification in effect for so long as such registration statement remains
      in
      effect and (iii) take any other action that may be necessary or reasonably
      advisable to enable such sellers to consummate the disposition in such
      jurisdictions of the securities to be sold by such sellers, except that the
      Company shall not for any such purpose be required to qualify generally to
      do
      business as a foreign corporation in any jurisdiction wherein it would not
      but
      for the requirements of this subsection (d) be obligated to be so qualified,
      to
      subject itself to taxation in such jurisdiction or to consent to general service
      of process in any such jurisdiction;




(e)  cause
      all
      Registrable Common Stock and other securities, if any, covered by such
      registration statement to be registered with or approved by such other
      Governmental Authority as may be necessary in the opinion of counsel to the
      Company and counsel to the seller or sellers of Registrable Common Stock to
      enable the seller or sellers thereof to consummate the disposition of such
      Registrable Common Stock;




(f)  obtain
      and furnish to each seller of Registrable Common Stock, and each such seller’s
      underwriters, if any, a signed




11




(i)  opinion
      of counsel for the Company, dated the effective date of such registration
      statement (and, if such registration involves an underwritten Public Offering,
      dated the date of the closing under the underwriting agreement and addressed
      to
      the underwriters), reasonably satisfactory (based on the customary form and
      substance of opinions of issuers’ counsel customarily given in such an offering)
      in form and substance to such seller, and




(ii)  “cold
      comfort” letter, dated the effective date of such registration statement (and,
      if such registration involves an underwritten Public Offering, dated the date
      of
      the closing under the underwriting agreement and addressed to the underwriters)
      and signed by the independent registered public accounting firm who have
      certified the Company’s financial statements included or incorporated by
      reference in such registration statement, reasonably satisfactory (based on
      the
      customary form and substance of “cold comfort” letters of issuers’ independent
      registered public accounting firm customarily given in such an offering) in
      form
      and substance to such seller,




in
      each
      case or clauses (i) and (ii) above, covering substantially the same matters
      with
      respect to such registration statement (and the prospectus included therein)
      and, in the case of the independent registered public accounting firm’s comfort
      letter, with respect to events subsequent to the date of such financial
      statements, as are customarily covered in opinions of issuer’s counsel and in
      the independent registered public accounting firm’s comfort letters delivered to
      underwriters in underwritten Public Offerings of securities;




(g)  notify
      each seller of Registrable Common Stock and other securities covered by such
      registration statement, if any, at any time when a prospectus relating thereto
      is required to be delivered under the Securities Act, upon discovery that,
      or
      upon the happening of any event as a result of which, the prospectus included
      in
      such registration statement, as then in effect, includes an untrue statement
      of
      a material fact or omits to state any material fact required to be stated
      therein or necessary to make the statements therein not misleading in the light
      of the circumstances under which they were made, and, at the written request
      of
      any such seller of Registrable Common Stock, promptly prepare and furnish to
      it
      a reasonable number of copies of a supplement to or an amendment of such
      prospectus as may be necessary so that, as thereafter delivered to the
      purchasers of such securities, such prospectus, as supplemented or amended,
      shall not include an 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 in the light of the circumstances under which they were
      made;




(h)  use
      its
      reasonable best efforts to obtain the withdrawal of any order suspending the
      effectiveness of a registration statement relating to the Registrable Common
      Stock at the earliest possible moment;




12


(i)  otherwise
      comply with all applicable rules and regulations of the Commission and any
      other
      Governmental Authority having jurisdiction over the offering, and make available
      to its security holders, as soon as reasonably practicable, an earning statement
      covering the period of at least twelve months, but not more than eighteen
      months, beginning with the first full calendar month after the effective date
      of
      such registration statement, which earning statement shall satisfy the
      provisions of Section 11(a) of the Securities Act and Rule 158 promulgated
      thereunder, and furnish to each seller of Registrable Common Stock and to the
      managing underwriter, if any, at least ten days prior to the filing thereof
      a
      copy of any amendment or supplement to such registration statement or
      prospectus;




(j)  cause
      all
      Registrable Common Stock covered by a registration statement to be listed on
      a
      national securities exchange on which similar securities issued by the Company
      are then listed, if the listing of such Registrable Common Stock is then
      permitted under the rules of such exchange;




(k)  provide
      a
      transfer agent and registrar for the Registrable Common Stock covered by a
      registration statement no later than the effective date thereof;




(l)  enter
      into such agreements (including an underwriting agreement in customary form)
      and, subject to Section 2.7(c), take such other actions as the Shareholders
      holding a majority of the shares of Registrable Common Stock covered by such
      registration statement shall reasonably request in order to expedite or
      facilitate the disposition of such Registrable Common Stock, including customary
      indemnification;




(m)  if
      requested by the managing underwriter(s) or the Shareholders holding a majority
      of the shares of Registrable Common Stock being sold in connection with an
      underwritten Public Offering, promptly incorporate in a prospectus supplement
      or
      post-effective amendment such information as the managing underwriter(s) and
      the
      Shareholders of a majority of the Registrable Common Stock being sold agree
      should be included therein relating to the plan of distribution with respect
      to
      such Registrable Common Stock, including without limitation, information with
      respect to the number of shares of Registrable Common Stock being sold to such
      underwriters, the purchase price being paid therefore by such underwriters
      and
      with respect to any other terms of the underwritten Public Offering of the
      Registrable Common Stock to be sold in such offering; and make all required
      filings of such prospectus supplement or post-effective amendment as soon as
      notified of the matters to be incorporated in such prospectus supplement or
      post-effective amendment; and




(n)  if
      requested by the Selling Shareholders holding a majority of the shares of
      Registrable Common Stock being sold, cooperate with the Selling Shareholders
      of
      Registrable Common Stock and the managing underwriter(s), if any, to facilitate
      the timely preparation and delivery of certificates representing Registrable
      Common Stock to be sold and not bearing any restrictive legends; and enable
      such
      Registrable Common Stock to be in such share amounts and registered in such
      names as the managing underwriter(s) or, if none, the Selling Shareholders
      holding a majority of the shares of Registrable Common Stock being sold, may
      request at least three Business Days prior to any sale of Registrable Common
      Stock to the underwriters.




13




As
      a
      condition to the obligations of the Company to complete any registration
      pursuant to this Agreement with respect to the Registrable Common Stock of
      a
      Shareholder, such Shareholder must furnish to the Company in writing such
      information (the “ Shareholder
      Information ”)
      regarding itself, the Registrable Common Stock held by it and the intended
      methods of disposition of the Registrable Common Stock held by it as is
      necessary to effect the registration of such Shareholder’s Registrable Common
      Stock and is requested in writing by the Company. At least 30 days prior to
      the
      first anticipated filing date of a registration statement for any registration
      under this Agreement, the Company will notify in writing each Shareholder of
      the
      Shareholder Information which the Company is requesting from that Shareholder
      whether or not such Shareholder has elected to have any of its Registrable
      Common Stock included in the registration statement. If, within ten days prior
      to the anticipated filing date, the Company has not received the requested
      Shareholder Information from a Shareholder, then the Company may file the
      registration statement without including Registrable Common Stock of that
      Shareholder.




Each
      Shareholder agrees that as of the date that a final prospectus is made available
      to it for distribution to prospective purchasers of Registrable Common Stock
      it
      shall cease to distribute copies of any preliminary prospectus prepared in
      connection with the offer and sale of such Registrable Common Stock. Each
      Shareholder further agrees that, upon receipt of any notice from the Company
      of
      the happening of any event of the kind described in subsection (g) of this
      Section 2.4, such Shareholder shall forthwith discontinue such Shareholder’s
      disposition of Registrable Common Stock pursuant to the registration statement
      relating to such Registrable Common Stock until such Shareholder’s receipt of
      the copies of the supplemented or amended prospectus contemplated by subsection
      (g) of this Section 2.4 and, if so directed by the Company, shall deliver to
      the
      Company (at the Company’s expense) all copies, other than permanent file copies,
      then in such Shareholder’s possession of the prospectus relating to such
      Registrable Common Stock current at the time of receipt of such notice. If
      any
      event of the kind described in subsection (g) of this Section 2.4 occurs and
      such event is the fault solely of a Shareholder or Shareholders due to the
      inaccuracy of the Shareholder Information provided by such Shareholder(s) for
      inclusion in the registration statement, such Shareholder (or Shareholders)
      shall pay all Expenses attributable to the preparation, filing and delivery
      of
      any supplemented or amended prospectus contemplated by subsection (g) of this
      Section 2.4.




2.5 Underwritten
      Offerings. (a)  Requested
      Underwritten Offerings. If requested by the underwriters in connection with
      a request for a registration under Section 2.1 hereof that is a firm commitment
      underwritten Public Offering, the Company and the Selling Shareholders shall
      enter into a firm commitment underwriting agreement with such underwriters
      for
      such offering, such agreement to be reasonably satisfactory in substance and
      form to the Company and the Selling Shareholders owning at least a majority
      of
      the Registrable Common Stock that is included in such registration and to
      contain such representations and warranties by the Company and the Selling
      Shareholders and such other terms as are customary in agreements of that type,
      including, without limitation, indemnification and contribution to the effect
      and to the extent provided in Section 2.8 hereof.




14




(b)  Piggyback
      Underwritten Offerings; Priority .




(i)  If
      the
      Company proposes to register any of its securities under the Securities Act
      for
      its own account as contemplated by Section 2.2 hereof and such securities are
      to
      be distributed by or through one or more underwriters, and if the managing
      underwriter of such underwritten Public Offering shall advise the Company in
      writing (with a copy to the Piggyback Requesting Shareholders) that if all
      the
      Registrable Common Stock requested to be included in such registration were
      so
      included, in its opinion, the number and type of securities proposed to be
      included in such registration would exceed the number and type of securities
      which could be sold in such offering within a price range acceptable to the
      Company (such writing to state the basis of such opinion and the approximate
      number and type of securities which may be included in such offering without
      such effect), then the Company shall include in such registration pursuant
      to
      Section 2.2, to the extent of the number and type of securities which the
      Company is so advised can be sold in such offering, (i) first, securities that
      the Company proposes to issue and sell for its own account, (ii) second,
      Registrable Common Stock requested to be registered by Piggyback Requesting
      Shareholders pursuant to Section 2.2 hereof, pro
      rata among
      the Piggyback Requesting Shareholders on the basis of the number of shares
      of
      Registrable Common Stock requested to be registered by all such Piggyback
      Requesting Shareholders and (iii) third, other securities, if any.




(ii)  In
      the
      case of any other registration contemplated by Section 2.2 involving an
      underwritten Public Offering, if the managing underwriter of such underwritten
      Public Offering shall advise the Company in writing (with a copy to the
      Piggyback Requesting Shareholders) that if all Registrable Common Stock
      requested to be included in such registration were so included, in its opinion,
      the number and type of securities proposed to be included in such registration
      would exceed the number and type of securities which would be sold in such
      offering within a price range stated to such managing underwriter by Selling
      Shareholders owning at least a majority of the shares of Registrable Common
      Stock requested to be included in such registration to be acceptable to such
      Selling Shareholders (such writing to state the basis of such opinion and the
      approximate number and type of securities which may be included in such offering
      without such effect), then the Company shall include in such registration
      pursuant to Section 2.2, to the extent of the number and type of securities
      which the Company is so advised can be sold in such offering, (i) first,
      Registrable Common Stock requested to be registered by Piggyback Requesting
      Shareholders pursuant to Section 2.2 hereof, pro
      rata among
      the Piggyback Requesting Shareholders on the basis of the number of shares
      of
      Registrable Common Stock requested to be registered by all such Piggyback
      Requesting Shareholders, (ii) second, securities that the Company proposed
      to
      issue and sell for its own account and (iii) third, other
      securities.




Any
      Shareholder may withdraw its request to have all or any portion of its
      Registrable Common Stock included in any such offering by notice to the Company
      within ten days after receipt of a copy of a notice from the managing
      underwriter pursuant to this Section.




(c)  Shareholders
      to be Parties to Underwriting Agreement .
      The
      holders of Registrable Common Stock to be distributed by underwriters in an
      underwritten Public Offering contemplated by subsections (a) or (b) of this
      Section shall be parties to the underwriting agreement between the Company
      and
      such underwriters and any such Shareholder, at its option, may reasonably
      require that any or all of the representations and warranties by, and the other
      agreements on the part of, the Company to and for the benefit of such
      underwriters shall also be made to and for the benefit of such Shareholders
      and
      that any or all of the conditions precedent to the obligations of such
      underwriters under such underwriting agreement be conditions precedent to the
      obligations of such Shareholders. No such Shareholder shall be required to
      make
      any representations or warranties to or agreements with the Company or the
      underwriters other than representations, warranties or agreements regarding
      such
      Shareholder, such Shareholder’s Registrable Common Stock and such Shareholder’s
      intended method of distribution.


15




(d)  Holdback
      Agreements .
      Each
      Shareholder agrees, unless otherwise agreed to by the managing underwriter
      for
      any underwritten Public Offering pursuant to this Agreement, not to effect
      any
      sale or distribution of any equity securities of the Company or securities
      convertible into or exchangeable or exercisable for equity securities of the
      Company, including any sale under Rule 144 under the Securities Act, during
      the
      ten days prior to the date on which an underwritten registration of Registrable
      Common Stock pursuant to Section 2.1 or 2.2 hereof has become effective and
      until 90 days after the effective date of such underwritten registration, except
      as part of such underwritten registration or to the extent that such Shareholder
      is prohibited by applicable law from agreeing to withhold securities from sale
      or is acting in its capacity as a fiduciary or an investment adviser. Without
      limiting the scope of the term “fiduciary,” a holder shall be deemed to be
      acting as a fiduciary or an investment adviser if its actions or the securities
      proposed to be sold are subject to the Employee Retirement Income Security
      Act
      of 1974, as amended, the Investment Company Act of 1940, as amended, or the
      Investment Advisers Act of 1940, as amended, or if such securities are held
      in a
      separate account under applicable insurance law or regulation.




The
      Company agrees (i) not to effect any Public Offering or distribution of any
      equity securities of the Company, or securities convertible into or exchangeable
      or exercisable for equity securities of the Company, during the ten days prior
      to the date on which any underwritten registration pursuant to Section 2.1
      or
      2.2 hereof (other than Section 2.1(g)) has become effective and until 90 days
      after the effective date of such underwritten registration, except as part
      of
      such underwritten registration, and (ii) to cause each holder of any equity
      securities, or securities convertible into or exchangeable or exercisable for
      equity securities, in each case, acquired from the Company at any time on or
      after the date of this Agreement (other than in a Public Offering), to agree
      not
      to effect any Public Offering or distribution of such securities, during such
      period.




2.6  Preparation:
      Reasonable Investigation.    (a)  Registration
      Statements. In connection with the preparation and filing of each
      registration statement under the Securities Act pursuant to this Agreement,
      the
      Company shall (i) give representatives (designated to the Company in writing)
      of
      each Selling Shareholder, the underwriters, if any, and one firm of counsel,
      one
      firm of accountants and one firm of other agents retained on behalf of all
      underwriters and one firm of counsel, one firm of accountants and one firm
      of
      other agents retained on behalf of the Selling Shareholders (as a group), the
      reasonable opportunity to participate in the preparation of such registration
      statement, each prospectus included therein or filed with the Commission, and
      each amendment thereof or supplement thereto, (ii) upon reasonable advance
      notice to the Company, give each of them such reasonable access to all financial
      and other records, corporate documents and properties of the Company and its
      subsidiaries, as shall be necessary, in the reasonable opinion of such
      Shareholders’ and such underwriters’ counsel, to conduct a reasonable due
      diligence investigation for purposes of the Securities Act, and (iii) upon
      reasonable advance notice to the Company, provide such reasonable opportunities
      to discuss the business of the Company with its officers, directors, employees
      and the independent public accounting firm who have certified its financial
      statements as shall be necessary, in the reasonable opinion of such
      Shareholders’ and such underwriters’ counsel, to conduct a reasonable due
      diligence investigation for purposes of the Securities Act.




16




(b)  Confidentiality .
      Each
      Shareholder shall maintain the confidentiality of any confidential information
      received from or otherwise made available by the Company to such Shareholder.
      Information that (i) is or becomes available to a Shareholder from a public
      source other than as a result of a disclosure by such Shareholder or any of
      its
      Affiliates, (ii) is disclosed to a Shareholder by a third-party source who
      the
      Shareholder reasonably believes is not bound by an obligation of confidentiality
      to the Company, (iii) is or becomes required to be disclosed by a Shareholder
      by
      law, including by court order, or (iv) is independently developed by a
      Shareholder, shall not be deemed to be confidential information for purposes
      of
      this Agreement. The Shareholder shall not grant access, and the Company shall
      not be required to grant access, to information under this Section 2.6 to any
      Person who will not agree to maintain the confidentiality (to the same extent
      a
      Shareholder is required to maintain confidentiality) of any confidential
      information received from or otherwise made available to it by the Company
      or
      the Shareholder under this Agreement.




2.7  Postponements.  If
      the
      Company shall fail to file any registration statement to be filed pursuant
      to a
      request for registration under Section 2.1(a) hereof, the Demanding
      Shareholder(s) requesting such registration shall have the right to withdraw
      the
      request for registration. Any such withdrawal shall be made by giving written
      notice to the Company within 20 days after, in the case of a request pursuant
      to
      Section 2.1(a) hereof, the date on which a registration statement would
      otherwise have been required to have been filed with the Commission under clause
      (i) of Section 2.4(a) hereof (i.e., 20 days after the date that is 90 days
      after
      the receipt by the Company of the written request from the Demanding
      Shareholder(s)). In the event of such withdrawal, the request for registration
      shall not be counted for purposes of determining the number of registrations
      to
      which Shareholders are entitled pursuant to Section 2.1 hereof. The Company
      shall pay all Expenses incurred in connection with a request for registration
      withdrawn pursuant to this paragraph.




(b)  The
      Company shall not be obligated to file any registration statement, or file
      any
      amendment or supplement to any registration statement, and may suspend any
      Selling Shareholder’s rights to make sales pursuant to any effective
      registration statement, at any time (but not to exceed one time in any
      twelve-month period) when the Company, in the good faith judgment of the Board,
      reasonably believes that the filing thereof at the time requested, or the
      offering of securities pursuant thereto, would adversely affect a pending or
      proposed Public Offering of the Company’s securities, a material financing, or a
      material acquisition, merger, recapitalization, consolidation, reorganization
      or
      similar transaction, or negotiations, discussions or pending proposals with
      respect thereto. The filing of a registration statement, or any amendment or
      supplement thereto, by the Company cannot be deferred, and the Selling
      Shareholders’ rights to make sales pursuant to an effective registration
      statement cannot be suspended, pursuant to the provisions of the preceding
      sentence for more than ten days after the abandonment or consummation of any
      of
      the foregoing proposals or transactions or for more than 120 days after the
      date
      of the Board’s determination referenced in the preceding sentence. If the
      Company suspends the Selling Shareholders’ rights to make sales pursuant hereto,
      the applicable registration period shall be extended by the number of days
      of
      such suspension.




17




(c)  If
      a
      Shelf Registration Statement has been filed, becomes effective and remains
      effective under Section 2.1(g), then the Company shall be entitled to postpone
      any demand registration pursuant to Section 2.1(a) or underwritten Public
      Offering requested by the Shareholders for a period not exceeding 90 days from
      the date of such request if, in the reasonable opinion of the Company’s
      management acting in good faith, the filing of the registration statement or
      underwritten Public Offering and all obligations arising out of such actions
      are
      not in the best interests of the Company at that time. It being understood
      that
      the Company shall only be entitled to such postponement under this Section
      2.7(c) once every 180 days.




2.8  Indemnification
      by the Company.    (a)  In
      connection with any registration statement filed by the Company pursuant to
      Section 2.1 or 2.2 hereof, to the fullest extent permitted by law the Company
      shall, and hereby agrees to, indemnify and hold harmless, each Shareholder
      and
      seller of any Registrable Common Stock covered by such registration statement
      and each other Person who participates as an underwriter in the offering or
      sale
      of such securities and each other Person, if any, who controls (within the
      meaning of the Exchange Act) such Shareholder or seller or any such underwriter,
      and their respective shareholders, members, directors, officers, employees,
      partners, agents and Affiliates (each, a “Company Indemnitee” for
      purposes of this Section 2.8(a)), against any losses, claims, damages,
      liabilities (or actions or proceedings, whether commenced or threatened, in
      respect thereof and whether or not such indemnified party is a party thereto),
      joint or several, and expenses, including, without limitation, the reasonable
      fees, disbursements and other charges of legal counsel and reasonable costs
      of
      investigation, to which such Company Indemnitee may become subject under the
      Securities Act or otherwise (collectively, a “Loss” or “Losses”),
      insofar as such Losses arise out of or are based upon any untrue statement
      or
      alleged untrue statement of any material fact contained in any registration
      statement under which such securities were registered or otherwise offered
      or
      sold under the Securities Act or otherwise, any preliminary prospectus, final
      prospectus or summary prospectus related thereto, or any amendment or supplement
      thereto (collectively, “Offering Documents”), or any omission or alleged
      omission to state therein a material fact required to be stated therein or
      necessary to make the statements therein in the light of the circumstances
      in
      which they were made not misleading, or any violation by the Company of any
      federal or state law, rule or regulation applicable to the Company and relating
      to action required of or inaction by the Company in connection with any such
      registration; provided that, the Company shall not be liable in any such case
      to
      the extent that any such Loss arises out of or is based upon an untrue statement
      or alleged untrue statement or omission or alleged omission made in such
      Offering Documents in reliance upon and in conformity with information furnished
      to the Company in a writing duly executed by such Company Indemnitee
      specifically stating that it is expressly for use therein; and provided,
      further, that the Company shall not be liable to any Person who participates
      as
      an underwriter in the offering or sale of Registrable Common Stock or any other
      person, if any, who controls (within the meaning of the Exchange Act) such
      underwriter, in any such case to the extent that any such Loss arises out of
      such Person’s failure to send or give a copy of the final prospectus (including
      any documents incorporated by reference therein), as the same may be then
      supplemented or amended, to the Person asserting an untrue statement or alleged
      untrue statement or omission or alleged omission at or prior to the written
      confirmation of the sale of Registrable Common Stock to such Person if such
      statement or omission was corrected in such final prospectus. Such indemnity
      shall remain in full force and effect regardless of any investigation made
      by or
      on behalf of such Company Indemnitee and shall survive the transfer of such
      securities by such Company Indemnitee.




18




(b)  Indemnification
      by the Shareholders .
      In
      connection with any registration statement filed by the Company pursuant to
      Section 2.1 or 2.2 hereof in which a Shareholder has registered for sale
      Registrable Common Stock, each such Shareholder or seller of Registrable Common
      Stock shall, and hereby agrees to, indemnify and hold harmless to the fullest
      extent permitted by law the Company and each of its directors, officers,
      employees, agents, partners, shareholders, Affiliates and each other Person,
      if
      any, who controls (within the meaning of the Exchange Act) the Company and
      each
      other seller and such seller’s employees, directors, officers, shareholders,
      members, partners, agents and Affiliates (each, a “ Shareholder
      Indemnitee ”
for
      purposes of this Section 2.8(b)), against all Losses insofar as such Losses
      arise out of or are based upon any untrue statement or alleged untrue statement
      of a material fact contained in any Offering Documents (or any document
      incorporated by reference therein) or any omission or alleged omission to state
      therein a material fact required to be stated therein or necessary to make
      the
      statements therein in the light of circumstances in which they were made not
      misleading, if such untrue statement or alleged untrue statement or omission
      or
      alleged omission was made in reliance upon and in conformity with information
      furnished to the Company in a writing duly executed by such Shareholder or
      seller of Registrable Common Stock specifically stating that it is expressly
      for
      use therein; provided , however ,
      that
      the liability of such indemnifying party under this Section shall be limited
      to
      the amount of the net proceeds (after giving effect to underwriting discounts
      and commissions) received by such indemnifying party in the sale of Registrable
      Common Stock giving rise to such liability. Such indemnity shall remain in
      full
      force and effect, regardless of any investigation made by or on behalf of the
      Shareholder Indemnitee and shall survive the transfer of such securities by
      such
      indemnifying party.




(c)  Notices
      of Losses, etc .
      Promptly after receipt by an indemnified party of written notice of the
      commencement of any action or proceeding involving a Loss referred to in the
      preceding subsections of this Section, such indemnified party will, if a claim
      in respect thereof is to be made against an indemnifying party, give written
      notice to the latter of the commencement of such action; provided , however ,
      that
      the failure of any indemnified party to give notice as provided herein shall
      not
      relieve the indemnifying party of its obligations under the preceding
      subsections of this Section except to the extent that the indemnifying party
      is
      materially and actually prejudiced by such failure to give notice. In case
      any
      such action is brought against an indemnified party, the indemnifying party
      shall be entitled to participate in and, unless in such indemnified party’s
      reasonable judgment a conflict of interest between such indemnified and
      indemnifying parties may exist in respect of such Loss, to assume and control
      the defense thereof, in each case at its own expense, jointly with any other
      indemnifying party similarly notified, to the extent that it may wish, with
      counsel reasonably satisfactory to such indemnified party, and after its
      assumption of the defense thereof, the indemnifying party shall not be liable
      to
      such indemnified party for any legal or other expenses subsequently incurred
      by
      the latter in connection with the defense thereof other than reasonable costs
      of
      investigation, unless in such indemnified party’s reasonable judgment a conflict
      of interest between such indemnified and indemnifying parties arises in respect
      of such claim after the assumption of the defense thereof. No indemnifying
      party
      shall be liable for any settlement of any such action or proceeding effected
      without its written consent, which shall not be unreasonably withheld. No
      indemnifying party shall, without the consent of the indemnified party, consent
      to entry of any judgment or enter into any settlement which does not include
      as
      an unconditional term thereof the giving by the claimant or plaintiff to such
      indemnified party of a release from all liability in respect of such Loss or
      which requires action on the part of such indemnified party or otherwise
      subjects the indemnified party to any obligation or restriction to which it
      would not otherwise be subject.


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(d)  Contribution .
      If the
      indemnification provided for in this Section shall for any reason be unavailable
      to an indemnified party under subsection (a) or (b) of this Section in respect
      of any Loss, then, in lieu of the amount paid or payable under subsection (a)
      or
      (b) of this Section the indemnified party and the indemnifying party under
      subsection (a) or (b) of this Section shall contribute to the aggregate Losses
      (including legal or other expenses reasonably incurred in connection with
      investigating the same) (i) in such proportion as is appropriate to reflect
      the
      relative fault of the Company and the prospective sellers of Registrable Common
      Stock covered by the registration statement which resulted in such Loss or
      action in respect thereof, with respect to the statements, omissions or action
      which resulted in such Loss or action in respect thereof, as well as any other
      relevant equitable considerations, or (ii) if the allocation provided by clause
      (i) above is not permitted by applicable law, in such proportion as shall be
      appropriate to reflect the relative benefits received by the Company, on the
      one
      hand, and such prospective sellers, on the other hand, from their sale of
      Registrable Common Stock; provided that,
      for purposes of this clause (ii), the relative benefits received by the
      prospective sellers shall be deemed not to exceed the amount received by such
      sellers. No Person guilty of fraudulent misrepresentation (within the meaning
      of
      Section 10(f) of the Securities Act) shall be entitled to contribution from
      any
      Person who was not guilty of such fraudulent misrepresentation. The obligations,
      if any, of the selling holders of Registrable Common Stock to contribute as
      provided in this subsection (d) are several in proportion to the relative value
      of their respective Registrable Common Stock covered by such registration
      statement and not joint. In addition, no Person shall be obligated to contribute
      hereunder any amounts in payment for any settlement of any action or Loss
      effected without such Person’s consent.




(e) Other
      Indemnification. The
      Company shall, in connection with any registration statement filed by the
      Company pursuant to Section 2.1(a), 2.1(g) or 2.2, and each Shareholder who
      has
      registered for sale Registrable Common Stock shall, with respect to any required
      registration or other qualification of securities under any federal or state
      law
      or regulation of any Governmental Authority other than the Securities Act,
      indemnify Shareholder Indemnitees and Company Indemnitees, respectively, against
      Losses, or, to the extent that indemnification shall be unavailable to a
      Shareholder Indemnitee or Company Indemnitee, contribute to the aggregate Losses
      of such Shareholder Indemnitee or Company Indemnitee in a manner similar to
      that
      specified in the preceding subsections of this Section (with appropriate
      modifications).




20




(f) Indemnification
      Payments. The indemnification and contribution required by this Section 2.8
      shall be made by periodic payments of the amount thereof during the course
      of
      any investigation or defense, as and when any Loss is incurred and is due and
      payable.




2.9  Registration
      Rights to Others. If the
      Company shall at any time hereafter provide to any holder of any securities
      of
      the Company rights with respect to the registration of such securities under
      the
      Securities Act, such rights shall not be in conflict with or adversely affect
      any of the rights provided to the holders of Registrable Common Stock in, or
      conflict (in a manner that adversely affects holders of Registrable Common
      Stock) with any other provisions included in, this Agreement. To the extent
      the
      Company provides any right to others that are more favorable than those provided
      for herein, the Company shall be required to make appropriate modifications
      to
      this Agreement to ensure that each Shareholder will have the benefit of terms
      that are at least as favorable as those provided to such other
      persons.




2.10  Adjustments
      Affecting Registrable Common Stock. Without
      the written consent of ARC, TAPIRDO and SGM, the Company shall not effect or
      permit to occur any combination, subdivision or reclassification of Registrable
      Common Stock that would materially adversely affect the ability of the
      Shareholders to include such Registrable Common Stock in any registration of
      its
      securities under the Securities Act contemplated by this Agreement or the
      marketability of such Registrable Common Stock under any such registration
      or
      other offering.




2.11  Rule
      144 and Rule 144A. The
      Company shall take all actions reasonably necessary to enable Shareholders
      to
      sell Registrable Common Stock without registration under the Securities Act
      within the limitation of the exemptions provided by (a) Rule 144 under the
      Securities Act, as such Rule may be amended from time to time, (b) Rule 144A
      under the Securities Act, as such Rule may be amended from time to time, or
      (c)
      any similar rules or regulations hereafter adopted by the Commission, including,
      without limiting the generality of the foregoing, filing on a timely basis
      all
      reports required to be filed under the Exchange Act. Upon the written request
      of
      any Shareholder, the Company shall deliver to such Shareholder a written
      statement as to whether it has complied with such requirements.




2.12  Nominees
      for Beneficial Owners. In the
      event that any Registrable Common Stock is held by a nominee for the beneficial
      owner thereof, the beneficial owner thereof may, at its election in writing
      delivered to the Company, be treated as the Shareholder of such Registrable
      Common Stock for purposes of any request or other action by any Shareholder
      or
      Shareholders pursuant to this Agreement or any determination of the number
      or
      percentage of shares of Registrable Common Stock held by any Shareholder or
      Shareholders contemplated by this Agreement. If the beneficial owner of any
      Registrable Common Stock so elects, the Company may require assurances
      reasonably satisfactory to it of such owner’s beneficial ownership of such
      Registrable Common Stock.




2.13  Calculation
      of Percentage or Number of Shares of Registrable Common Stock. For
      purposes of this Agreement, all references to a percentage or number of shares
      of Registrable Common Stock or Common Stock shall be calculated based upon
      the
      number of shares of Registrable Common Stock or Common Stock, as the case may
      be, outstanding at the time such calculation is made and shall exclude any
      Registrable Common Stock or Common Stock, as the case may be, owned by the
      Company or any Subsidiary of the Company. For the purposes of calculating any
      percentage or number of shares of Registrable Common Stock or Common Stock
      as
      contemplated by the previous sentence, the terms “Shareholder,” “ARC,” “,
      TAPIRDO,” and “SGM” shall include all Affiliates thereof owning any shares of
      Registrable Common Stock or Common Stock.




21




2.14  Termination
      of Registration Rights. The
      Company’s obligations under Sections 2.1 and 2.2 hereof to register Common Stock
      for sale under the Securities Act with respect to any Shareholder shall
      terminate on the first date on which no shares of Registrable Common Stock
      are
      held by such Shareholder.




ARTICLE
      III




MISCELLANEOUS




3.1  Injunctive
      Relief. The
      Shareholders and the Company acknowledge and agree that a violation of any
      of
      the terms of this Agreement will cause the Shareholders irreparable injury
      for
      which adequate remedy at law is not available. Accordingly, it is agreed that
      each of the Company and the Shareholders shall be entitled to an injunction,
      restraining order or other equitable relief to prevent breaches of the
      provisions of this Agreement and to enforce specifically the terms and
      provisions hereof in any court of competent jurisdiction in the United States
      or
      any state thereof, in addition to any other remedy to which it may be entitled
      at law or equity.




3.2  Amendments;
      Entire
      Agreement. This
      Agreement may be amended and the Company may take action herein prohibited,
      or
      omit to perform any act herein required to be performed by it, if, but only
      if,
      the Company has obtained the written consent of ROSEMAN and MAGAMI. This
      Agreement constitutes the entire agreement and supersedes all other prior
      agreements and understandings, both written and oral, among some or all of
      the
      parties with respect to the subject matter hereof.




3.3  Severability. Whenever
      possible, each provision of this Agreement shall be interpreted in such manner
      as to be effective and valid under applicable law, but if any provision of
      this
      Agreement shall be held to be prohibited by or invalid under applicable law,
      such provision shall be ineffective only to the extent of such prohibition
      or
      invalidity, without invalidating the remainder of such provision or the
      remaining provisions of this Agreement.




3.4  Successors
      and Assigns. The
      provisions of this Agreement shall be binding upon and shall inure to the
      benefit of the parties hereto and their respective successors, each of which
      successors shall agree in a writing in form and substance reasonably
      satisfactory to the Company to become a party hereto and be bound to the same
      extent as the parties hereto hereby. This Agreement, and any and all rights,
      duties and obligations hereunder, shall not be assigned or transferred by any
      Shareholder without the prior written consent of the Company, except for
      transfers to the Affiliates, heirs, executors and administrators of such
      Shareholder. Any purported assignment in violation of this provision shall
      be
      null and void *ab
      initio* .




22




3.5  Notices. All
      notices, requests and demands to or upon the respective parties hereto to be
      effective shall be in writing (including by telecopy), and, unless otherwise
      expressly provided herein, shall be deemed to have been duly given or made
      when
      delivered by hand, or two Business Days after being delivered to a recognized
      courier (whose stated terms of delivery are two Business Days or less to the
      destination of such notice), or, in the case of telecopy notice, when received,
      addressed as set forth on Schedule A hereto to the parties hereto, or to such
      other address as may be hereafter notified by the respective parties
      hereto.




3.6  Counterparts. This
      Agreement may be executed in two or more counterparts, and by different parties
      on separate counterparts each of which shall be deemed an original, but all
      of
      which shall constitute one and the same instrument.




3.7  Governing
      Law; Consent to Jurisdiction. This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of New York applicable to contracts made and to be performed
      therein. The parties hereto irrevocably submit to the exclusive jurisdiction
      of
      any state or federal court sitting in the County of New York, in the State
      of
      New York over any action or proceeding arising out of or relating to this
      Agreement or the transaction contemplated hereby to the fullest extent they
      may
      effectively do so under applicable law, the parties hereto irrevocably waive
      and
      agree not to assert, by way of motion, as a defense or otherwise, (a) any claim
      that they are not subject to the jurisdiction of any such court, (b) any
      objection that they may now or hereafter have to the laying of the venue of
      any
      such action or proceeding brought in any such court and (c) any claim that
      any
      such action or proceeding brought in any such court has been brought in an
      inconvenient forum.




3.8  Waiver
      of July Trial. Each
      party acknowledges and agrees that any controversy which may arise under this
      Agreement is likely to involve complicated and difficult issues and, therefore,
      each such party irrevocably and unconditionally waives any right it may have
      to
      a trail by jury in respect of any action or proceeding arising out of or
      relating to this Agreement or the transactions contemplated hereby.




*[remainder
      of this page intentionally left blank; signature pages follow]*




23


IN
      WITNESS WHEREOF, the parties hereto have executed this Registration Rights
      Agreement as of the date first above written.




COMPANY:




PURE
      BIOFUELS CORP.




By:  /s/________________


Name:


Title:




SHAREHOLDERS:




ARC
      INVESTMENT PARTNERS, LLC




By: /s/
      Adam Roseman


Name:


Title:


24


SHAREHOLDERS
      (CONTINUED)








TAPIRDO
      ENTERPRISES, LLC




By: /s/
      Adam Roseman


Name:


Title:




SGM
      CAPITAL, LLC




By: /s/
      Steven Magami


Name:


Title:






DEMANDING
      SHAREHOLDERS:




ADAM
      ROSEMAN




By: /s/
      Adam Roseman







STEVEN
      MAGAMI




By: /s/
      Steven Magami


25