Exhibit 10.19**EXHIBIT A****REGISTRATION RIGHTS AGREEMENT**     This Registration Rights Agreement (this “**Agreement**”) between Innuity, Inc., a Utahcorporation (the “**Company**”), and Creditdiscovery, LLC, a Nevada limited liability company (the“**Seller**”) takes effect on December 22, 2006.**RECITALS**A. This Agreement is being executed and delivered in satisfaction of Section 6.2(g) to the AssetPurchase Agreement of even date between the Company and the Seller (“**Purchase Agreement**”).B. Capitalized terms used but not defined in this Agreement will have the meanings ascribed tothem in the Purchase Agreement.**AGREEMENT**     In consideration of the above recital and the promises set forth in this Agreement, theParties agree as follows:1. **Definitions**. As used in this Agreement, the following terms will have the followingmeanings:   *“***Black Out Period***”*has the meaning set forth in Section 2(a).   “**Commission**” means the Securities and Exchange Commission.   “**Common Stock**” means shares of the Company’s common stock, par value $0.00025 per share.   “**Effectiveness Date**” means with respect to the Registration Statement required to be filedhereunder, a date no later than 180 days following the date of this Agreement.   “**Effectiveness Period**” means the earliest date when (i) all of the Registrable Securitieshave been sold, (ii) all the Registrable Securities may be sold immediately withoutregistration under the Securities Act and without volume restrictions pursuant to Rule144(k), as determined by counsel to the Company pursuant to a written opinion letter to sucheffect, addressed and acceptable to the Company’s transfer agent and the affected Holders,or (iii) three years from the date of this Agreement.   “**Exchange Act**” means the Securities Exchange Act of 1934, as amended, and any successorstatute.
 

 
  “**Holder**” or “**Holders**” means the Seller or any of its Affiliates or transferees to the extentany of them hold Registrable Securities, other than those purchasing Registrable Securitiesin a market transaction.   “**Indemnified Party**” has the meaning set forth in Section 5(c).   “**Indemnifying Party**” has the meaning set forth in Section 5(c).   “**Proceeding**” means an action, claim, suit, investigation or proceeding (including, withoutlimitation, an investigation or partial proceeding, such as a deposition), whether commencedor threatened.   “**Prospectus**” means the prospectus included in the Registration Statement (including aprospectus that includes any information previously omitted from a prospectus filed as partof an effective registration statement in reliance upon Rule 430A promulgated under theSecurities Act), as amended or supplemented by any prospectus supplement, with respect tothe terms of the offering of any portion of the Registrable Securities covered by theRegistration Statement, and all other amendments and supplements to the Prospectus,including post-effective amendments, and all material incorporated by reference or deemed tobe incorporated by reference in such Prospectus.   “**Purchase Agreement**” has the meaning set forth in the preface above.   “**Registrable Securities**” means the shares of Common Stock issued pursuant to the PurchaseAgreement.   “**Registration Expenses**” means all expenses relating to the Company’s compliance withSections 2 and 3 of this Agreement, including all registration and filing fees, printingexpenses, fees and disbursements of counsel and independent public accountants for theCompany, fees and expenses (including reasonable counsel fees) incurred in connection withcomplying with state securities or “blue sky” laws, fees of the NASD, fees of transferagents and registrars, fees of, and disbursements incurred by, one counsel for the Holders.   “**Registration Statement**” means the registration statement covering the resale of RegistrableSecurities required to be filed under this Agreement, including the Prospectus therein,amendments and supplements to such registration statement or Prospectus, including pre- andpost-effective amendments, all exhibits thereto, and all material incorporated by referenceor deemed to be incorporated by reference in such registration statement.   “**Rule 144**” means Rule 144 promulgated by the Commission pursuant to the Securities Act, assuch Rule may be amended from time to time, or any similar rule or regulation hereafteradopted by the Commission having substantially the same effect as such Rule.   “**Rule 415**” means Rule 415 promulgated by the Commission pursuant to the Securities Act, assuch Rule may be amended from time to time, or any similar rule or regulation hereafteradopted by the Commission having substantially the same effect as such Rule.
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  “**Securities Act**” means the Securities Act of 1933, as amended, and any successor statute.   “**Selling Expenses**” means all transfer taxes and selling commissions applicable to the saleof Registrable Securities, including any fees and disbursements of any special counsel tothe Holders beyond those included in Registration Expenses.   “**Trading Market**” means any of the over-the-counter market, NASD Over The Counter BulletinBoard, NASDAQ Capital Market, the NASDAQ National Markets System, the American StockExchange or the New York Stock Exchange. 2. **Registration.** (a) Following the date of this Agreement, the Company will prepare and file withthe Commission the Registration Statement covering the resale of the RegistrableSecurities on a continuous basis pursuant to Rule 415. The Registration Statement willbe on Form S-3 (except if the Company is not then eligible to register for resale theRegistrable Securities on Form S-3, in which case such registration will be on anotherappropriate form in accordance with this Agreement). The Company will cause theRegistration Statement to become effective and remain effective as provided in thisAgreement. The Company will use its reasonable commercial efforts to cause theRegistration Statement to be declared effective under the Securities Act as promptly aspossible after the filing thereof, but in any event no later than the EffectivenessDate. The Company will use its reasonable commercial efforts to keep the RegistrationStatement continuously effective under the Securities Act during the EffectivenessPeriod.  (b) Notwithstanding the foregoing, the Company may postpone the filing of theRegistration Statement and suspend the effectiveness of the Registration Statement,suspend the use of any Prospectus and will not be required to amend or supplement theRegistration Statement, its Prospectus or any document incorporated therein byreference, for a period not to exceed an aggregate of 90 days (a “**Black Out Period**”) ifan event or circumstance occurs and is continuing as a result of which the RegistrationStatement, the related Prospectus or any document incorporated therein by reference asthen amended or supplemented would, in the good faith judgment of the board ofdirectors of the Company, contain an untrue statement of a material fact or omit tostate a material fact necessary in order to make the statements therein, in the lightof the circumstances under which they were made, not misleading. The EffectivenessPeriod will be extended by the number of days in any Black Out Period occurring duringthe Effectiveness Period. Upon the occurrence of any Black Out Period, the Companywill promptly notify the Holders of Registrable Securities thereof in writing.  (c) Subject to Section 2(a) with respect to a Black Out Period, if the RegistrationStatement is not declared effective by the Commission by the Effectiveness Date,
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   then the Company will pay to the Seller $188,888.00 in cash, as liquidated damagesand not as a penalty. (d) Within three business days of the Effectiveness Date, the Company will causeits counsel to issue a blanket opinion in the form attached hereto as Exhibit A, to thetransfer agent stating that the shares are subject to an effective registrationstatement and can be reissued free of restrictive legend upon notice of a sale by theSeller and confirmation by the Seller that it has complied with the prospectus deliveryrequirements, provided that the Company has not advised the transfer agent orally or inwriting that the opinion has been withdrawn. Copies of the blanket opinion required bythis Section 2(c) will be delivered to the Seller within the time frame set forthabove.3. **Registration Procedures**. When the Company is required by this Agreement to effect theregistration of the Registrable Securities under the Securities Act, the Company will do eachof the following, as expeditiously as possible: (a) prepare and file with the Commission a Registration Statement with respect tothe Registrable Securities, respond as promptly as possible to any comments receivedfrom the Commission, and use its best efforts to cause the Registration Statement tobecome and remain effective for the Effectiveness Period, and promptly provide to theSeller copies of all filings and Commission letters of comment relating thereto;  (b) other than during a Black Out Period, prepare and file with the Commission suchamendments and supplements to the Registration Statement and the Prospectus used inconnection therewith as may be necessary to comply with the provisions of theSecurities Act with respect to the disposition of the Registrable Securities covered bysuch Registration Statement and to keep such Registration Statement effective until theexpiration of the Effectiveness Period applicable to such Registration Statement;  (c) furnish to the Seller such number of copies of the Registration Statement andthe Prospectus included therein (including each preliminary Prospectus) as the Sellerreasonably may request to facilitate the public sale or disposition of the RegistrableSecurities covered by the Registration Statement;  (d) use commercially reasonable efforts to register or qualify the Seller’sRegistrable Securities covered by such Registration Statement under the securities or“blue sky” laws of such jurisdictions within the United States as the Seller mayreasonably request, provided, however, that the Company will not for any such purposebe required to qualify generally to transact business as a foreign corporation in anyjurisdiction where it is not so qualified or to consent to general service of processin any such jurisdiction;  (e) list the Registrable Securities covered by such Registration Statement with anysecurities exchange on which the Common Stock of the Company is then listed;
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 (f) immediately notify the Seller at any time when a Prospectus relating thereto isrequired to be delivered under the Securities Act, of the happening of any event ofwhich the Company has knowledge as a result of which the Prospectus contained in suchRegistration Statement, as then in effect, includes an untrue statement of a materialfact or omits to state a material fact required to be stated therein or necessary tomake the statements therein not misleading in light of the circumstances then existing;and  (g) make available for inspection by the Seller and any attorney, accountant orother agent retained by the Seller, all publicly available, non-confidential financialand other records, pertinent corporate documents and properties of the Company, andcause the Company’s officers, directors and employees to supply all publicly available,non-confidential information reasonably requested by the attorney, accountant or agentof the Seller.4. **Expenses**. The Company will pay all Registration Expenses and the Seller will pay all SellingExpenses. 5. **Indemnification**. (a) In the event of a registration of any Registrable Securities under theSecurities Act pursuant to this Agreement, the Company will indemnify and hold harmlessthe Seller, and its officers, directors and each other person, if any, who controls theSeller within the meaning of the Securities Act, against any Adverse Consequences towhich the Seller, or such Persons may become subject under the Securities Act orotherwise, insofar as such Adverse Consequences arise out of or are based upon anyuntrue statement or alleged untrue statement of any material fact contained in anyRegistration Statement under which such Registrable Securities were registered underthe Securities Act pursuant to this Agreement, any preliminary Prospectus or finalProspectus contained therein, or any amendment or supplement thereof, or arise out ofor are based upon the omission or alleged omission to state therein a material factrequired to be stated therein or necessary to make the statements therein notmisleading, and will reimburse the Seller; provided, however, that theCompany will not be liable in any such case if and to the extent that any AdverseConsequences arise out of or are based upon (i) an untrue statement or alleged untruestatement or omission or alleged omission so made in conformity with informationfurnished by or on behalf of the Seller or any such Person in writing specifically foruse in any such document, or (ii) or (ii) in the case of an occurrence of a Black OutPeriod or a Discontinuation Event, the use by a Holder of an outdated or defectiveProspectus after the Company has notified such Holder in writing that the Prospectus isoutdated or defective or of the occurrence of a Black Out Period, and prior to thereceipt by such Holder of the Advice contemplated in Section 6(d).  (b) In the event of a registration of the Registrable Securities under theSecurities Act pursuant to this Agreement, the Seller will indemnify and hold harmlessthe Company, and its officers, directors and each other Person, if any, who controls
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   the Company within the meaning of the Securities Act, against Adverse Consequencesto which the Company or such Persons may become subject under the Securities Act orotherwise, insofar as such Adverse Consequences arise out of or are based upon anyuntrue statement or alleged untrue statement of any material fact which wasfurnished in writing by the Seller to the Company expressly for use in (and suchinformation is contained in) the Registration Statement under which the RegistrableSecurities were registered under the Securities Act pursuant to this Agreement, anypreliminary Prospectus or final Prospectus contained therein, or any amendment orsupplement thereof, or arise out of or are based upon the omission or allegedomission to state therein a material fact required to be stated therein or necessaryto make the statements therein not misleading, provided, however,that the Seller will be liable in any such case if and only to the extent that anysuch loss, claim, damage or liability arises out of or is based upon an untruestatement or alleged untrue statement or omission or alleged omission so made inconformity with information furnished in writing to the Company by or on behalf ofthe Seller specifically for use in any such document. (c) Promptly after receipt by a party entitled to claim indemnification hereunder(an “**Indemnified Party**”) of notice of the commencement of any action, such IndemnifiedParty will, if a claim for indemnification in respect thereof is to be made against aparty hereto obligated to indemnify such Indemnified Party (an “**Indemnifying Party**”),notify the Indemnifying Party in writing thereof, but the omission so to notify theIndemnifying Party will not relieve it from any liability which it may have to suchIndemnified Party other than under this Section 5(c) and will only relieve it from anyliability which it may have to such Indemnified Party under this Section 5(c) If and tothe extent the Indemnifying Party is prejudiced by such omission. In case any suchaction will be brought against any Indemnified Party and it will notify theIndemnifying Party of the commencement thereof, the Indemnifying Party will be entitledto participate in and, to the extent it will wish, to assume and undertake the defensethereof with counsel satisfactory to such Indemnified Party, and, after notice from theIndemnifying Party to such Indemnified Party of its election so to assume and undertakethe defense thereof, the Indemnifying Party will not be liable to such IndemnifiedParty under this Section 5(c) for any legal expenses subsequently incurred by suchIndemnified Party in connection with the defense thereof; if the Indemnified Partyretains its own counsel, then the Indemnified Party will pay all fees, costs andexpenses of such counsel, provided, however, that, if the defendants inany such action include both the Indemnified Party and the Indemnifying Party and theIndemnified Party will have reasonably concluded that there may be reasonable defensesavailable to it which are different from or additional to those available to theIndemnifying Party or if the interests of the Indemnified Party reasonably may bedeemed to conflict with the interests of the Indemnifying Party, the Indemnified Partywill have the right to select one separate counsel and to assume such legal defensesand otherwise to participate in the defense of such action, with the reasonableexpenses and fees of such separate counsel and other expenses related to suchparticipation to be reimbursed by the Indemnifying Party as incurred.
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(d) In order to provide for just and equitable contribution in the event of jointliability under the Securities Act in any case in which either (i) the Seller, or anyofficer, director or controlling person of the Seller, makes a claim forindemnification pursuant to this Section 5 but it is judicially determined (by theentry of a final judgment or decree by a court of competent jurisdiction and theexpiration of time to appeal or the denial of the last right of appeal) that suchindemnification may not be enforced in such case notwithstanding the fact that thisSection 5 provides for indemnification in such case, or (ii) contribution under theSecurities Act may be required on the part of the Seller or such officer, director orcontrolling person of the Seller in circumstances for which indemnification is providedunder this Section 5; then, and in each such case, the Company and the Seller willcontribute to the aggregate Adverse Consequences to which they may be subject (aftercontribution from others) in such proportion so that the Seller is responsible only forthe portion represented by the percentage that the public offering price of itssecurities offered by the Registration Statement bears to the public offering price ofall securities offered by such Registration Statement, provided,however, that, in any such case, (A) the Seller will not be required tocontribute any amount in excess of the public offering price of all such securitiesoffered by it pursuant to such Registration Statement; and (B) no person or entityguilty of fraudulent misrepresentation (within the meaning of Section 10(f) of theSecurities Act) will be entitled to contribution from any person or entity who was notguilty of such fraudulent misrepresentation.6. **Representations and Warranties**. (a) Each Buyer SEC Document was, at the time of its filing, insubstantial compliance with the requirements of its respective form and none ofthe Buyer SEC Documents, nor the financial statements (and the notes thereto)included in the Buyer SEC Documents, as of their respective filing dates,contained any untrue statement of a material fact or omitted to state amaterial fact required to be stated therein or necessary to make the statementstherein, in light of the circumstances under which they were made, notmisleading. The financial statements of the Company included in the Buyer SECDocuments comply as to form in all material respects with applicable accountingrequirements and the published rules and regulations of the Commission or otherapplicable rules and regulations with respect thereto. Such financialstatements have been prepared in accordance with generally accepted accountingprinciples, applied on a consistent basis during the periods involved (except(i) as may be otherwise indicated in such financial statements or the notesthereto or (ii) in the case of unaudited interim statements, to the extent theymay not include footnotes or may be condensed) and fairly present in allmaterial respects the financial condition, the results of operations and thecash flows of the Company and its subsidiaries, on a consolidated basis, as of,and for, the periods presented in each such Buyer SEC Documents.
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 (b) The Common Stock is listed or quoted, as applicable, fortrading on the NASDAQ Over The Counter Bulletin Board and satisfies allrequirements for the continuation of such listing or quotation, as applicable,and the Company will do all things necessary for the continuation of suchlisting or quotation, as applicable. The Company has not received any noticethat its Common Stock will be delisted from or no longer be quoted on, asapplicable, the NASDAQ Over The Counter Bulletin Board (except for priornotices which have been fully remedied) or that the Common Stock does not meetall requirements for the continuation of such listing or quotation, asapplicable.  (c) Neither the Company, nor any of its Affiliates, nor any Personacting on its or their behalf, has directly or indirectly made any offers orsales of any security or solicited any offers to buy any security undercircumstances that would cause the sale of the securities pursuant to thePurchase Agreement to be integrated with prior offerings by the Company forpurposes of the Securities Act which would prevent the Company from selling theCommon Stock pursuant to applicable exemptions under the Securities Act, or anyapplicable exchange-related stockholder approval provisions, nor will theCompany or any of its Affiliates or subsidiaries take any action or steps thatwould cause the sale of the securities under the Purchase Agreement to beintegrated with other offerings.  (d) The shares of Common Stock which the Seller has acquiredpursuant to the Purchase Agreement are all restricted securities under theSecurities Act as of the date of this Agreement. The Company will not issueany stop transfer order or other order impeding the sale and delivery of any ofthe Registrable Securities at such time as such Registrable Securities areregistered for public sale or an exemption from registration is available,except as required by federal or state securities laws.  (e) Except for agreements made in the ordinary course of business,there is no agreement that has not been filed with the Commission as an exhibitto a registration statement or to a form required to be filed by the Companyunder the Exchange Act, the breach of which could reasonably be expected tohave a material and adverse effect on the Company and its subsidiaries, orwould prohibit or otherwise interfere with the ability of the Company to enterinto and perform any of its obligations under this Agreement in any materialrespect.  (f) The Company will provide written notice to each Holder of (i)the occurrence of each Discontinuation Event (as defined below), and (ii) thedeclaration of effectiveness by the SEC of each Registration Statement requiredto be filed hereunder, in each case within one (1) business day of the date ofeach such occurrence and/or declaration.
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7. **Miscellaneous**. (a) **Remedies**. In the event of a breach by the Company or by aHolder, of any of their respective obligations under this Agreement, eachHolder or the Company, as the case may be, in addition to being entitled toexercise all rights granted by law and under this Agreement, including recoveryof damages, will be entitled to specific performance of its rights under thisAgreement.  (b) **No Piggyback on Registrations**. Neither the Company nor any ofits security holders (other than the Holders in such capacity pursuant hereto)may include securities of the Company in any Registration Statement other thanthe Registrable Securities, and the Company will not after the date hereof andprior to the Effective Date, enter into any agreement providing any such rightfor inclusion of shares in the Registration Statement to any of its securityholders. The Company has not previously entered into any agreement grantingany registration rights with respect to any of its securities to any person orentity that have not been fully satisfied.  (c) **Compliance**. Each Holder covenants and agrees that it willcomply with the prospectus delivery requirements of the Securities Act asapplicable to it in connection with sales of Registrable Securities pursuant tothe Registration Statement.  (d) **Discontinued Disposition**. Each Holder agrees by itsacquisition of such Registrable Securities that, upon receipt of a notice fromthe Company of the occurrence of a Black Out Period or a Discontinuation Event(as defined below), such Holder will forthwith discontinue disposition of suchRegistrable Securities under the applicable Registration Statement until suchHolder’s receipt of the copies of the supplemented Prospectus and/or amendedRegistration Statement or until it is advised in writing (the “**Advice**”) by theCompany that the use of the applicable Prospectus may be resumed or that theBlack Out Period has been terminated, and, in either case, has received copiesof any additional or supplemental filings that are incorporated or deemed to beincorporated by reference in such Prospectus or Registration Statement. TheCompany may provide appropriate stop orders to enforce the provisions of thisparagraph. For purposes of this Agreement, a “**Discontinuation Event**” will mean(i) when the Commission notifies the Company whether there will be a “review”of such Registration Statement and whenever the Commission comments in writingon such Registration Statement (the Company will provide true and completecopies thereof and all written responses thereto to each of the Holders), (ii)any request by the Commission or any other Federal or state governmentalauthority for amendments or supplements to such Registration Statement orProspectus or for additional information, (iii) the issuance by the Commissionof any stop order suspending the
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   effectiveness of such Registration Statement covering any or all of theRegistrable Securities or the initiation of any Proceedings for thatpurpose, (iv) the receipt by the Company of any notification with respect tothe suspension of the qualification or exemption from qualification of anyof the Registrable Securities for sale in any jurisdiction, or theinitiation or threatening of any Proceeding for such purpose, or (v) theoccurrence of any event or passage of time that makes the financialstatements included in such Registration Statement ineligible for inclusiontherein or any statement made in such Registration Statement or Prospectusor any document incorporated or deemed to be incorporated therein byreference untrue in any material respect or that requires any revisions tosuch Registration Statement, Prospectus or other documents so that, in thecase of such Registration Statement or Prospectus, as the case may be, itwill not contain any untrue statement of a material fact or omit to stateany material fact required to be stated therein or necessary to make thestatements therein, in light of the circumstances under which they weremade, not misleading. (e) **Piggy-Back Registrations**. If at any time during theEffectiveness Period there is not an effective Registration Statement coveringall of the Registrable Securities required to be covered hereunder and theCompany will determine to prepare and file with the Commission a registrationstatement relating to an offering for its own account or the account of othersunder the Securities Act of any of its equity securities, other than on FormS-4 or Form S-8 (each as promulgated under the Securities Act) or their thenequivalents relating to equity securities to be issued solely in connectionwith any acquisition of any entity or business or equity securities issuable inconnection with stock option or other employee benefit plans, then the Companywill send to each Holder written notice of such determination and, if within 15days after receipt of such notice, any such Holder will so request in writing,the Company will include in such registration statement all or any part of suchRegistrable Securities such Holder requests to be registered to the extent theCompany may do so without violating registration rights of others which existas of the date of this Agreement, subject to customary underwriter cutbacksapplicable to all holders of registration rights and subject to obtaining anyrequired consent of any selling stockholder(s) to such inclusion under suchregistration statement.  (f) **Amendments and Waivers**. The provisions of this Agreement,including the provisions of this sentence, may not be amended, modified orsupplemented, and waivers or consents to departures from the provisions hereofmay not be given, unless the same will be in writing and signed by the Companyand the Holders of the then outstanding Registrable Securities.Notwithstanding the foregoing, a waiver or consent to depart from theprovisions hereof with respect to a matter that relates exclusively to therights of certain Holders and that does not directly or indirectly
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   affect the rights of other Holders may be given by Holders of at least amajority of the Registrable Securities to which such waiver or consentrelates; provided, however, that the provisions of thissentence may not be amended, modified, or supplemented except in accordancewith the provisions of the immediately preceding sentence.     (g) **Notices**. All notices, requests, demands, claims and othercommunications under this Agreement will be in writing. Any notice, request,demand, claim or other communication under this Agreement will be deemed dulygiven two business days after it is sent by registered or certified mail,return receipt requested, postage prepaid and addressed to the intendedrecipient as set forth below:       If to the Seller:         Creditdiscovery, LLC    P.O. Box 4497    Huntington Beach, CA 92605    Attn:    Facsimile:    Email:         If to the Buyer: Copy to:       Innuity, Inc. Gray, Plant, Mooty,                                           Mooty & Bennett, P.A.                                           500 IDS Center                                           80 South Eighth Street  Attn: Attn: JC Anderson, Esq.  Facsimile: Facsimile: (612) 632-4002  Email: Email: jc.anderson@gpmlaw.com       If to a Holder:         To the address of such Holder as    it appears in the stock transfer    books of the Company.         Any party may send any notice, request, demand, claim or other communicationto the intended recipient at the address set forth above using any othermeans (including personal delivery, expedited courier, messenger service,telecopy, telex, ordinary mail or electronic mail), but no such notice,request, demand, claim or other communication will be deemed to have beenduly given unless and until it actually is received by the intendedrecipient. Any party may change the address to which notices, requests,demands, claims and other communications hereunder
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   are to be delivered by giving the other party notice in the manner set forthin this Agreement.  (h) **Successors and Assigns**. This Agreement will inure to thebenefit of and be binding upon the successors and permitted assigns of each ofthe parties and will inure to the benefit of each Holder. The Company may notassign its rights or obligations hereunder without the prior written consent ofeach Holder. Each Holder may assign their respective rights hereunder in themanner and to the persons and entities as permitted under the Note and thePurchase Agreement with the prior written consent of the Company, which willnot be unreasonably withheld.  (i) **Execution and Counterparts**. This Agreement may be executed inany number of counterparts, each of which when so executed will be deemed to bean original and, all of which taken together will constitute one and the sameagreement. In the event that any signature is delivered by facsimiletransmission, such signature will create a valid binding obligation of theparty executing (or on whose behalf such signature is executed) the same withthe same force and effect as if such facsimile signature were the originalthereof.  (j) **Submission to Jurisdiction.**Each of the parties submits to thejurisdiction of any state or federal court sitting in the State of Washington,in any action or proceeding arising out of or relating to this Agreement andagrees that all claims in respect of the action or proceeding may be heard anddetermined there. Each party also agrees not to bring any action or proceedingarising out of or relating to this Agreement in any other court. Each of theparties waives any defense of inconvenient forum to the maintenance of anyaction or proceeding so brought and waives any bond, surety or other securitythat might be required of any other party. Each party agrees that a finaljudgment in any action or proceeding so brought will be conclusive and may beenforced by suit on the judgment or in any other manner provided by law or inequity.  (k) **Severability**. Any term or provision of this Agreement that isinvalid or unenforceable in any situation in any jurisdiction will not affectthe validity or enforceability of the remaining terms and provisions of thisAgreement or the validity or enforceability of the offending term or provisionin any other situation or in any other jurisdiction.[REMAINDER OF THIS PAGE BLANK. SIGNATURE PAGE FOLLOWS.]
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     The parties have executed this Registration Rights Agreement as of the date first writtenabove.         **COMPANY**:           **INNUITY, INC.**                Name:      Title:                    **SELLER**:           **CREDITDISCOVERY, LLC**                Name:      Title:           [Signature Page to Innuity, Inc./Creditdiscovery, LLC Registration Rights Agreement]
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**EXHIBIT A TO REGISTRATION RIGHTS AGREEMENT**[                     ___, 200___][Continental Stock Transfer