Exhibit 4.5

                          REGISTRATION RIGHTS AGREEMENT

            REGISTRATION  RIGHTS  AGREEMENT  (this  "AGREEMENT"),  dated  as  of
November 8, 2006, by and among Aerobic Creations,  Inc., a Delaware corporation,
with  headquarters  located  at  547  Boulevard,   Kenilworth,   NJ  07033  (the
"COMPANY"),  and the undersigned buyers (each, a "BUYER," and collectively,  the
"BUYERS").

            WHEREAS:

            A. In connection  with the  Securities  Purchase  Agreement  (Common
Stock and Warrants) dated as of November 8, 2006 by and among Maritime Logistics
US Holdings Inc., a Delaware  corporation ("MLI"), the Company (pursuant to that
certain  Joinder  Agreement  dated as of the date  hereof)  and the Buyers  (the
"SECURITIES  PURCHASE  AGREEMENT"),  the Company has agreed,  upon the terms and
subject to the  conditions set forth in the Securities  Purchase  Agreement,  to
issue and sell to each  Buyer (i)  shares of the  Company's  common  stock  (THE
"COMMON STOCK") and (ii) warrants (the "WARRANTS"), which will be exercisable to
purchase  shares  of Common  Stock (as  exercised,  collectively,  the  "WARRANT
SHARES"), in accordance with the terms of the Warrants.

            B.  In  accordance  with  the  terms  of  the  Securities   Purchase
Agreement,  the Company has agreed to provide certain  registration rights under
the  Securities  Act  of  1933,  as  amended,  and  the  rules  and  regulations
thereunder, or any similar successor statute (collectively, the "1933 ACT"), and
applicable state securities laws.

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

      1.    DEFINITIONS.

            Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings set forth in the Securities Purchase Agreement.  As
used in this Agreement, the following terms shall have the following meanings:

            a. "BUSINESS  DAY" means any day other than Saturday,  Sunday or any
other day on which  commercial  banks in the City of New York are  authorized or
required by law to remain closed.

            b. "CLOSING DATE" shall have the meaning set forth in the Securities
Purchase Agreement.

            c. "DEMAND  REGISTRATION"  shall mean a registration  required to be
effected by the Company pursuant to Section 2 (e).

            d.  "DEMAND  REGISTRATION   STATEMENT"  shall  mean  a  registration
statement of the Company which covers those Registrable  Securities requested to
be  included  therein  pursuant  to the  provisions  of  Section  2(e)  and  all
amendments  and   supplements   to  such   registration   statement,   including
post-effective amendments, in each case including the prospectus contained

<PAGE>

therein,  all exhibits  thereto and all material  incorporated  by reference (or
deemed to be incorporated by reference) therein.

            e. "EFFECTIVE  DATE" means the date the  Registration  Statement has
been declared effective by the SEC.

            f. "EFFECTIVENESS DEADLINE" means the date that is (i) 90 days after
the Closing Date (if the  Registration  Statement is not reviewed by the SEC) or
(ii) within 150 days after the Closing  Date (if the  Registration  Statement is
reviewed by the SEC).

            g.  "FILING  DEADLINE"  means  the date  that is 60 days  after  the
Closing Date.

            h. "INVESTOR" means a Buyer or any permitted  transferee or assignee
thereof to whom a Buyer  assigns its rights under this  Agreement and who agrees
to become bound by the provisions of this Agreement in accordance with Section 9
and any  transferee  or  assignee  thereof  to whom a  permitted  transferee  or
assignee  assigns its rights under this Agreement and who agrees to become bound
by the provisions of this Agreement in accordance with Section 9.

            i. "KRG ENTITIES" means  collectively KRG Capital Fund II, L.P.; KRG
Capital Fund II (PA),  L.P.; KRG Capital Fund II (FF),  L.P.; and KRG Co-Invest,
LLC.

            j. "NOTES" means those certain  Convertible Notes issued pursuant to
that certain  Securities  Purchase  Agreement  (Notes and Warrants)  dated as of
November 8, 2006 by and among MLI, the Company (pursuant to that certain Joinder
Agreement dated as of the date hereof) and the purchasers thereof named therein.

            k. "NOTES' WARRANTS" means those certain warrants issued pursuant to
that certain  Securities  Purchase  Agreement  (Notes and Warrants)  dated as of
November 8, 2006 by and among MLI, the Company (pursuant to that certain Joinder
Agreement dated as of the date hereof) and the purchasers thereof named therein.

            l. "OTHER  SECURITIES"  means the shares  identified as "Registrable
Securities" in the Registration Rights Agreement dated the date hereof among the
Company and the purchasers of the Company's Convertible Notes named therein.

            m. "PERSON"  means an individual,  a limited  liability  company,  a
partnership,  a  joint  venture,  a  corporation,  a  trust,  an  unincorporated
organization and a government or any department or agency thereof.

            n.  "REGISTER,"   "REGISTERED,"  and   "REGISTRATION"   refer  to  a
registration   effected  by  preparing  and  filing  one  or  more  Registration
Statements  (as defined  below) in compliance  with the 1933 Act and pursuant to
Rule 415 and the declaration or ordering of effectiveness  of such  Registration
Statement(s) by the SEC.

            o. "REGISTRABLE  SECURITIES" means (i) the Shares,  (ii) the Warrant
Shares  issued or issuable upon exercise of the Warrants and (iii) any shares of
capital  stock of the Company  issued or issuable in respect of the Shares,  the
Warrant Shares and the Warrants as a


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<PAGE>

result of any stock split, stock dividend, recapitalization, exchange or similar
event or  otherwise,  without  regard to any  limitations  on  exercises  of the
Warrants.

            p.  "REGISTRATION  STATEMENT"  means  a  registration  statement  or
registration  statements  of the Company  filed under the 1933 Act  covering the
Registrable Securities.

            q.  "REQUIRED  HOLDERS"  means the holders of at least a majority of
the Registrable Securities.

            r. "REQUIRED  REGISTRATION  AMOUNT" for the  Registration  Statement
means the sum of (i) the  number of Shares  issued  pursuant  to the  Securities
Purchase  Agreement  and (ii) 130% of the  number of Warrant  Shares  issued and
issuable  pursuant to the Warrants as of the trading day  immediately  preceding
the applicable date of determination,  each subject to adjustment as provided in
Sections  2(c) and (d)  (without  regard to any  limitations  on exercise of the
Warrants).

            s. "RULE 415" means Rule 415  promulgated  under the 1933 Act or any
successor  rule  providing  for offering  securities  on a continuous or delayed
basis.

            t. "SEC" means the United States Securities and Exchange Commission.

            u.  "SHARES"  means the shares of common  stock  purchased by Buyers
pursuant to the Securities Purchase Agreement.

      2.    REGISTRATION.

            a. MANDATORY  REGISTRATION.  The Company shall prepare, and, as soon
as practicable but in no event later than the Filing Deadline, file with the SEC
the  Registration  Statement  on Form  S-3  covering  the  resale  of all of the
Registrable  Securities  (the date of such filing,  the "FILING  DATE").  In the
event that Form S-3 is unavailable  for such a  registration,  the Company shall
use  such  other  form  as is  available  for  such a  registration  on  another
appropriate form reasonably  acceptable to the Required Holders,  subject to the
provisions of Section 2(h). The Registration  Statement prepared pursuant hereto
shall register for resale at least the number of shares of Common Stock equal to
the Required  Registration  Amount as of the date the Registration  Statement is
initially filed with the SEC. The  Registration  Statement shall contain (except
if otherwise  directed by the Required  Holders) the "SELLING  STOCKHOLDERS" and
"PLAN OF  DISTRIBUTION"  sections in  substantially  the form attached hereto as
EXHIBIT B; PROVIDED,  HOWEVER, that each of the "Selling Stockholders" and "Plan
of  Distribution"  sections  shall be amended as  necessary  to comply with then
applicable securities law and regulation. The Company shall use its best efforts
to have the  Registration  Statement  declared  effective  by the SEC as soon as
practicable, but in no event later than the Effectiveness Deadline. By 9:30 a.m.
on the first  Business Day following the Effective  Date, the Company shall file
with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus
to be used in connection with sales pursuant to such Registration Statement.

            b.  ALLOCATION  OF  REGISTRABLE  SECURITIES.  The initial  number of
Registrable  Securities included in any Registration  Statement and any increase
in the number of Registrable


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<PAGE>

Securities  included  therein  shall be allocated  pro rata among the  Investors
based on the number of Registrable  Securities held by each Investor at the time
the  Registration   Statement   covering  such  initial  number  of  Registrable
Securities  or increase  thereof is declared  effective by the SEC. In the event
that an Investor sells or otherwise transfers any of such Investor's Registrable
Securities,  each  transferee  shall be allocated a pro rata portion of the then
remaining  number  of  Registrable  Securities  included  in  such  Registration
Statement  for such  transferor.  Any  shares  of  Common  Stock  included  in a
Registration  Statement and which remain allocated to any Person which ceases to
hold any Registrable  Securities covered by such Registration Statement shall be
allocated  to  the  remaining  Investors,  pro  rata  based  on  the  number  of
Registrable  Securities  then held by such  Investors  which are covered by such
Registration   Statement.   In  no  event  shall  the  Company  include  on  any
Registration Statement without the prior written consent of the Required Holders
any securities  other than (i) Registrable  Securities,  (ii) Other  Securities,
(iii) Common  Stock  issuable  upon the exercise of warrants  issued to Rodman &
Renshaw,  LLC as placement  agent in respect of the offerings of the Registrable
Securities and Other  Securities,  (iv) the shares of Common Stock (increased to
reflect the effect of any stock split or  decreased to reflect the effect of any
reverse  stock split,  as  applicable)  held by those holders of the Company who
held shares of the Company prior to the  effectiveness of the Merger (as defined
in the Securities Purchase  Agreement),  and (v) the shares of Common Stock held
by the persons  listed on Schedule 2(b) (the "EXISTING  HOLDERS")  hereto not to
exceed  that number of shares of Common  Stock set forth next to the  respective
Existing  Holder's name on Schedule  2(b)  (PROVIDED,  however,  that such limit
shall be  increased  to reflect the effect of any stock split and  decreased  to
reflect the effect of any reverse stock split).

            c. SUFFICIENT NUMBER OF SHARES REGISTERED.  Subject to Section 2(d),
in the event the number of shares available under a Registration Statement filed
pursuant  to  Section  2(a) is  insufficient  to  cover  all of the  Registrable
Securities  required  to  be  covered  by  such  Registration  Statement  or  an
Investor's  allocated portion of the Registrable  Securities pursuant to Section
2(b), the Company shall amend the applicable  Registration  Statement, or file a
new  Registration   Statement  (on  the  short  form  available   therefor,   if
applicable),  or both, so as to cover at least the Required  Registration Amount
as of the  trading  day  immediately  preceding  the date of the  filing of such
amendment or new Registration  Statement,  in each case, as soon as practicable,
but in any event not later than  thirty (30) days after the  necessity  therefor
arises.  The Company shall use its best efforts to cause such  amendment  and/or
new Registration  Statement to become effective as soon as practicable following
the filing  thereof.  For  purposes of the  foregoing  provision,  the number of
shares available under a Registration Statement shall be deemed "insufficient to
cover all of the Registrable  Securities" if at any time the number of shares of
Common Stock available for resale under the Registration  Statement is less than
the sum of the number of (i)  Registerable  Securities,  (ii) Other  Securities,
(iii) Common  Stock  issuable  upon the exercise of warrants  issued to Rodman &
Renshaw,  LLC as placement  agent in respect of the offerings of the Registrable
Securities and Other  Securities,  (iv) the shares of Common Stock held by those
holders of the Company who held shares of the Company prior to the effectiveness
of the Merger and (v) the shares of Common Stock held by the  Existing  Holders.
The calculation set forth in the foregoing sentence shall be made without regard
to any  limitations  on the  conversion  of the  Notes  or the  exercise  of the
Warrants and Notes'  Warrants and such  calculation  shall assume that the Notes
are then  convertible  into  shares  of  Common  Stock  at the  then  prevailing
Conversion Rate (as defined in the Notes) and that the Warrants and


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<PAGE>

Notes'  Warrants  are then  exercisable  for shares of Common  Stock at the then
prevailing  Exercise  Price (as defined in the Warrants or Notes'  Warrants,  as
applicable).

            d. MANDATED REDUCTION OF SECURITIES REGISTERED.  If the SEC requires
that the number of shares of Common Stock to be registered  for resale  pursuant
to the Registration  Statement be reduced,  such reduction shall be accomplished
as follows:

      First,  the number of shares of Common Stock held by the Existing  Holders
      other than the KRG Entities included in such Registration  Statement shall
      be reduced (such reduction allocated pro rata among such Existing Holders)
      until the reduction required by the SEC is effected;

      Second,  if the exclusion of the number of all shares of Common Stock held
      by the Existing Holders is insufficient to meet the reduction  required by
      the SEC,  then (i) the  number of shares  of  Common  Stock  held by those
      holders  of the  Company  who  held  shares  of the  Company  prior to the
      effectiveness  of the Merger,  (ii) 130% of the number of shares of Common
      Stock  issuable upon the exercise of warrants  issued to Rodman & Renshaw,
      LLC as  placement  agent in respect of the  offerings  of the  Registrable
      Securities  and  Other  Securities  and (iii)  securities  held by the KRG
      Entities  included in such  Registration  Statement shall be reduced (such
      reduction  allocated  pro rata among those holders of the Company who held
      shares of the Company prior to the  effectiveness  of the Merger,  the KRG
      Entities,  Rodman & Renshaw,  LLC) until the reduction required by the SEC
      is effected;

      Third,  if the  exclusion  of the sum of (i) the  number of all  shares of
      Common Stock held by the Existing Holders and those holders of the Company
      who held shares of the Company  prior to the  effectiveness  of the Merger
      and (ii) 130% of the number of shares of Common  Stock  issuable  upon the
      exercise of warrants issued to Rodman & Renshaw, LLC as placement agent in
      respect  of  the  offerings  of  the  Registrable   Securities  and  Other
      Securities is insufficient to meet the reduction required by the SEC, then
      130% of the number of shares of Common Stock issuable upon the exercise of
      Warrants and the Notes' Warrants included in such  Registration  Statement
      shall be reduced  (such  reduction  allocated  pro rata among the  holders
      thereof) until the reduction required by the SEC is effected.

            e. DEMAND REGISTRATION. Subject to Section 2(f), at any time or from
time to time after the six-month  anniversary  of the  Effectiveness  Date,  any
Holder  whose  Registrable   Securities  were  excluded  from  the  Registration
Statement in accordance with the provisions of Section 2(d) shall have the right
to request in writing  that the Company  register  all or part of such  Holder's
previously  excluded  Registrable  Securities (a "REQUEST") (which Request shall
specify the amount of Registrable  Securities intended to be disposed of by such
Holder and the intended method of disposition  thereof) by filing with the SEC a
Demand  Registration  Statement.  In the event that Form S-3 is unavailable  for
such a  registration,  the Company shall use such other form as is available for
such a registration on another  appropriate  form  reasonably  acceptable to the
requesting Holder(s),  subject to the provisions of Section 2(h). As promptly as
practicable,  but no later than 10 days after receipt of a Request,  the Company
shall give  written  notice of such  requested  registration  to all  Holders of
Registrable Securities which were


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<PAGE>

previously  excluded.  Subject to Section  2(f),  the Company shall include in a
Demand Registration (i) the Registrable Securities intended to be disposed of by
the  requesting  Holder(s) and (ii) the  Registrable  Securities  intended to be
disposed of by any other Holder which shall have made a written  request  (which
request shall specify the amount of Registrable  Securities to be registered and
the intended method of disposition thereof) to the Company for inclusion thereof
in such  registration  within 20 days after the receipt of such  written  notice
from the Company.  The Company shall, as expeditiously  as possible  following a
Request,  use its  best  efforts  to  cause  to be  filed  with the SEC a Demand
Registration  Statement  providing for the registration under the Securities Act
of the  Registrable  Securities  which  the  Company  has been so  requested  to
register in accordance  herewith by all such Holders, to the extent necessary to
permit the  disposition  of such  Registrable  Securities so to be registered in
accordance with the intended  methods of disposition  thereof  specified in such
Request or further requests. The Company shall use its best efforts to have such
Demand  Registration  Statement  declared  effective  by  the  SEC  as  soon  as
practicable   thereafter  and  to  keep  such  Demand   Registration   Statement
continuously effective for the period specified in Section 2(h).

            f.  LIMITATIONS  ON DEMAND  REGISTRATIONS.  The rights of Holders of
Registrable  Securities to request Demand Registrations pursuant to Section 2(d)
are subject to the following limitations: (i) the Company shall not be obligated
to effect a Demand  Registration unless 150 days have elapsed since the last day
that a prior Demand  Registration  Statement remained effective (or, if earlier,
the day on which the last of the  Registrable  Securities  covered by such prior
Demand Registration  Statement was sold), and (ii) in no event shall the Company
be  required   to  pay   Registration   Expenses  of  more  than  three   Demand
Registrations.  The Company shall not be required to file a Demand  Registration
Statement  unless the aggregate number of shares of Common Stock requested to be
registered for resale thereby shall be at least the lesser of (i) 500,000 shares
of Common Stock (subject to adjustment for stock splits, stock dividends and the
like) and (ii) the  Registerable  Securities,  Other  Securities,  Common  Stock
issuable  upon the  exercise  of  warrants  issued to Rodman &  Renshaw,  LLC as
placement  agent in respect of the offerings of the  Registrable  Securities and
Other  Securities,  the  shares of Common  Stock  held by those  holders  of the
Company who held shares of the Company prior to the  effectiveness of the Merger
and the shares of Common  Stock held by the  Existing  Holders  not  theretofore
registered  for  resale  on a  Registration  Statement  or  Demand  Registration
Statement.

            g. LEGAL  COUNSEL.  Subject to Section 5 hereof,  the Holders  shall
have the right to select  one legal  counsel  to  review  and  oversee  for such
Holders any registrations  pursuant to this Section 2 ("LEGAL  COUNSEL"),  which
shall  be  [Schulte  Roth & Zabel  LLP]  or such  other  counsel  as  thereafter
designated by (i) the Required Holders in the case of the Registration Statement
and (ii) the Holders of the  majority of  requesting  Holder(s) in the case of a
Demand  Registration  Statement.  The Company and Legal Counsel shall reasonably
cooperate  with each other in performing  the Company's  obligations  under this
Agreement.

            h.  INELIGIBILITY  FOR FORM S-3.  In the event  that Form S-3 is not
available  for  the  registration  of  the  resale  of  Registrable   Securities
hereunder,  the Company (unless at such time the Company is eligible to register
its Common Stock for resale on Form SB-2,  and the  Registrable  Securities  are
duly  registered  for resale on Form SB-2) shall (i)  register the resale of the
Registrable  Securities on another appropriate form reasonably acceptable to the
Required


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<PAGE>

Holders and (ii) undertake to register the Registrable Securities on Form S-3 as
soon as such form is available,  provided  that the Company  shall  maintain the
effectiveness of the Registration  Statement then in effect until such time as a
Registration  Statement on Form S-3 covering the Registrable Securities has been
declared effective by the SEC.

            i. EFFECT OF FAILURE TO FILE AND OBTAIN AND  MAINTAIN  EFFECTIVENESS
OF REGISTRATION  STATEMENT.  If (i) a Registration Statement covering all of the
Registrable  Securities  required to be covered thereby and required to be filed
by the Company  pursuant to this  Agreement  is (A) not filed with the SEC on or
before  the Filing  Deadline  (a "FILING  FAILURE")  or (B) not,  subject to the
reductions  provided for by Section  2(d),  declared  effective by the SEC on or
before the Effectiveness  Deadline (an  "EFFECTIVENESS  FAILURE") or (ii) on any
day after the Effective Date sales of all of the Registrable Securities required
to be included on such Registration Statement or Demand Registration  Statement,
as applicable,  cannot be made (other than (A) during an Allowable  Grace Period
(as  defined in Section  3(r)) or (B) during any period in which the  Company is
diligently attempting diligently pursuing the effectiveness of such amendment to
such  Registration  Statement  or  Demand  Registration  Statement  and  for two
Business  Days  after  the  resolution  of  such  comments)   pursuant  to  such
Registration  Statement or Demand  Registration  Statement  (including,  without
limitation, because of a failure to keep such Registration Statement, subject to
the reductions  provided for by Section 2(d), or Demand  Registration  Statement
effective,  to disclose  such  information  as is necessary for sales to be made
pursuant to such Registration  Statement or Demand  Registration  Statement,  as
applicable,  to  register a  sufficient  number of shares of Common  Stock or to
maintain the listing of such shares of Common Stock) (a  "MAINTENANCE  FAILURE")
then,  as  partial  relief  for the  damages to any holder by reason of any such
delay in or  reduction  of its ability to sell the  underlying  shares of Common
Stock (which  remedy shall not be exclusive of any other  remedies  available at
law  or in  equity),  the  Company  shall  pay to  each  holder  of  Registrable
Securities  relating  to such  Registration  Statement,  or Demand  Registration
Statement, as applicable,  an amount in cash, equal to one percent (1.0%) of the
aggregate  Purchase  Price (as such term is defined in the  Securities  Purchase
Agreement) of such Investor's Registrable Securities included (or required to be
included)  in such  Registration  Statement  (or,  in the case of a  Maintenance
Failure,  Demand Registration Statement, as applicable) on each of the following
dates:  (i) the thirtieth  day  (prorated for periods  totaling less than thirty
(30) days)  after any Filing  Failure;  (ii) the  thirtieth  day  (prorated  for
periods  totaling less than thirty (30) days) after any  Effectiveness  Failure;
and (iii) the thirtieth day (prorated for periods totaling less than thirty (30)
days) after any Maintenance  Failure is cured and an amount in cash equal to two
percent (2.0%) of the aggregate  Purchase Price of such  Investor's  Registrable
Securities included (or required to be included) in such Registration  Statement
(or, in the case of a Maintenance  Failure,  Demand Registration  Statement,  as
applicable) on each of the following dates: (i) on every thirtieth day (prorated
for periods  totaling less than thirty (30) days) starting with the sixtieth day
after the Filing  Deadline  until such  Filing  Failure is cured;  (ii) on every
thirtieth  day  (prorated  for  periods  totaling  less than  thirty  (30) days)
starting  with the  sixtieth  day after the  Effectiveness  Deadline  until such
Effectiveness  Failure is cured;  and (iii) on every thirtieth day (prorated for
periods  totaling  less  than  thirty  (30)  days)  after  the  occurrence  of a
Maintenance  Failure until such  Maintenance  Failure is cured.  The payments to
which a holder  shall be entitled  pursuant to this Section 2(i) are referred to
herein as "REGISTRATION  DELAY PAYMENTS."  Registration  Delay Payments shall be
paid on the earlier of (I) the last day of the calendar  month during which such
Registration Delay


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<PAGE>

Payments are incurred and (II) the third Business Day after the event or failure
giving  rise to the  Registration  Delay  Payments  is  cured.  In the event the
Company  fails to make  Registration  Delay  Payments in a timely  manner,  such
Registration  Delay Payments shall bear interest at the rate of one and one-half
percent  (1.5%) per month  (prorated  for  partial  months)  until paid in full.
Notwithstanding  anything herein or in the Securities  Purchase Agreement to the
contrary, (i) no Registration Delay Payments shall be due and payable in respect
of the  Warrants or the  Warrant  Shares,  (ii) in no event shall the  aggregate
amount of  Registration  Delay  Payments  payable to any  Investor  (other  than
Registration  Delay  Payments  payable  pursuant  to events  that are within the
control of the Company or MLI) exceed,  in the  aggregate,  10% of the aggregate
Purchase  Price  of  such  Investor's   Shares,  and  (iii)  in  no  case  shall
Registration  Delay  Payments be payable from and after the date the  Conversion
Shares are eligible for sale pursuant to Rule 144(k) under the 1933 Act.

      3.    RELATED OBLIGATIONS.

            At such time as the  Company  is  obligated  to file a  Registration
Statement  or Demand  Registration  Statement  with the SEC  pursuant to Section
2(a),  2(c) 2(e) or 2(h),  the Company  will use its best  efforts to effect the
registration  of the  Registrable  Securities  in  accordance  with the intended
method of disposition thereof and, pursuant thereto,  the Company shall have the
following obligations:

            a. The Company shall submit to the SEC, within two (2) Business Days
after the Company learns that no review of a particular  Registration  Statement
or Demand Registration  Statement,  as applicable,  will be made by the staff of
the SEC or that the staff of the SEC has no  further  comments  on a  particular
Registration Statement or Demand Registration  Statement,  as the case may be, a
request for  acceleration of  effectiveness  of such  Registration  Statement or
Demand Registration  Statement,  as applicable to a time and date not later than
48 hours after the  submission  of such  request.  The  Company  shall keep each
Registration  Statement and Demand Registration  Statement effective pursuant to
Rule 415 at all times until (i) two years  after the Closing  Date or, if on the
day  prior  to the  second  anniversary  of the  Closing  Date  the  Registrable
Securities are required pursuant to the terms hereof to be registered for resale
on Form S-3,  three years from the Closing  Date,  or (ii) such  earlier date on
which the Investors shall have sold all of the Registrable Securities covered by
such Registration Statement or Demand Registration Statement, as applicable (the
"REGISTRATION   PERIOD").  The  Company  shall  ensure  that  each  Registration
Statement and each Demand  Registration  Statement  (including any amendments or
supplements  thereto and prospectuses  contained  therein) shall not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein,  or necessary to make the statements  therein (in the case of
prospectuses,  in the light of the  circumstances  in which  they were made) not
misleading.

            b. The Company shall  prepare and file with the SEC such  amendments
(including   post-effective   amendments)  and  supplements  to  a  Registration
Statement or Demand Registration  Statement,  as applicable,  and the prospectus
used in  connection  with such  Registration  Statement  or Demand  Registration
Statement,  as applicable,  which prospectus is to be filed pursuant to Rule 424
promulgated  under the 1933 Act, as may be necessary  to keep such  Registration
Statement or Demand  Registration  Statement,  as  applicable,  effective at all
times during the applicable Registration Period, and, during such period, comply
with the provisions of


                                       8
<PAGE>

the 1933 Act in respect of the disposition of all Registrable  Securities of the
Company covered by such Registration Statement or Demand Registration Statement,
as applicable,  until such time as all of such Registrable Securities shall have
been disposed of in accordance  with the intended  methods of disposition by the
seller or sellers thereof as set forth in such  Registration  Statement.  In the
case of  amendments  and  supplements  to a  Registration  Statement  which  are
required to be filed  pursuant  to this  Agreement  (including  pursuant to this
Section  3(b)) by  reason of the  Company  filing a report  on Form  10-Q,  Form
10-QSB,  Form 10-K,  Form 10-KSB or any  analogous  report under the  Securities
Exchange  Act of 1934,  as amended  (the "1934  ACT"),  the  Company  shall have
incorporated  such report by  reference  into such  Registration  Statement,  if
applicable,  or shall file such  amendments or  supplements  with the SEC on the
same day on which the 1934 Act report is filed which created the requirement for
the  Company  to amend or  supplement  such  Registration  Statement  or  Demand
Registration Statement, as applicable.

            c. The Company  shall (A) permit Legal Counsel to review and comment
upon  (i)  a  Registration  Statement  or  Demand  Registration   Statement,  as
applicable, at least five (5) Business Days prior to its filing with the SEC and
(ii) all amendments and  supplements  to all  Registration  Statements or Demand
Registration Statements, as applicable,  (except for Annual Reports on Form 10-K
and Form  10-KSB,  and  Reports on Form 10-Q and Form  10-QSB and any similar or
successor reports) within a reasonable number of days prior to their filing with
the SEC,  and (B) not file any  Registration  Statement  or Demand  Registration
Statement or amendment or  supplement  thereto in a form to which Legal  Counsel
reasonably  objects.  The Company shall not submit a request for acceleration of
the effectiveness of a Registration Statement or Demand Registration  Statement,
as applicable,  or any amendment or supplement  thereto without prior consent of
Legal Counsel,  which consent shall not be  unreasonably  withheld.  The Company
shall furnish to Legal Counsel, without charge, (i) copies of any correspondence
from  the SEC or the  staff  of the SEC to the  Company  or its  representatives
relating to any  Registration  Statement or Demand  Registration  Statement,  as
applicable, (ii) promptly after the same is prepared and filed with the SEC, one
copy of any  Registration  Statement or Demand  Registration  Statement  and any
amendment(s)  thereto,   including  financial  statements  and  schedules,   all
documents incorporated therein by reference, if requested by an Investor and not
available on the EDGAR system, and all exhibits and (iii) upon the effectiveness
of any Registration Statement or Demand Registration  Statement,  as applicable,
one copy of the  prospectus  included in such  Registration  Statement or Demand
Registration  Statement and all amendments and supplements  thereto. The Company
shall  reasonably  cooperate  with Legal  Counsel in  performing  the  Company's
obligations pursuant to this Section 3.

            d. Upon the  reasonable  request of any Investor  whose  Registrable
Securities  are included in any  Registration  Statement or Demand  Registration
Statement,  as applicable,  the Company shall furnish to such Investor,  without
charge,  to the  extent  the same is not  available  on the  EDGAR  system,  (i)
promptly after the same is prepared and filed with the SEC, at least one copy of
such   Registration   Statement  or  Demand   Registration   Statement  and  any
amendment(s)  thereto,   including  financial  statements  and  schedules,   all
documents  incorporated therein by reference,  if requested by an Investor,  all
exhibits and each  preliminary  prospectus,  (ii) upon the  effectiveness of any
Registration Statement or Demand Registration Statement, as applicable, ten (10)
copies of the  prospectus  included  in such  Registration  Statement  or Demand
Registration


                                       9
<PAGE>

Statement and all  amendments and  supplements  thereto (or such other number of
copies as such Investor may reasonably  request) and (iii) such other documents,
including  copies of any preliminary or final  prospectus,  as such Investor may
reasonably  request from time to time in order to facilitate the  disposition of
the Registrable Securities owned by such Investor.

            e. The  Company  shall  use its best  efforts  to (i)  register  and
qualify,  unless an exemption from registration and qualification  applies,  the
resale by  Investors of the  Registrable  Securities  covered by a  Registration
Statement or Demand  Registration  Statement,  as  applicable,  under such other
securities  or "blue  sky" laws of all  applicable  jurisdictions  in the United
States, (ii) prepare and file in those jurisdictions, such amendments (including
post-effective   amendments)   and   supplements  to  such   registrations   and
qualifications as may be necessary to maintain the effectiveness  thereof during
the  applicable  Registration  Period,  (iii) take such other  actions as may be
necessary to maintain such  registrations  and  qualifications  in effect at all
times during the applicable Registration Period, and (iv) take all other actions
reasonably necessary or advisable to qualify the Registrable Securities for sale
in such jurisdictions; PROVIDED, HOWEVER, that the Company shall not be required
in connection  therewith or as a condition thereto to (x) qualify to do business
in any jurisdiction  where it would not otherwise be required to qualify but for
this  Section  3(e),  (y)  subject  itself  to  general  taxation  in  any  such
jurisdiction,  or (z) file a general  consent  to service of process in any such
jurisdiction.  The Company shall promptly notify Legal Counsel and each Investor
who  holds  Registrable  Securities  of  the  receipt  by  the  Company  of  any
notification in respect of the suspension of the  registration or  qualification
of any of the Registrable Securities for sale under the securities or "blue sky"
laws of any  jurisdiction  in the United  States or its receipt of notice of the
initiation or threatening of any proceeding for such purpose.

            f. The Company  shall  notify  Legal  Counsel  and each  Investor in
writing of the happening of any event, as promptly as practicable after becoming
aware  of such  event,  as a  result  of  which  the  prospectus  included  in a
Registration Statement or Demand Registration Statement, as applicable,  as then
in effect,  includes an untrue statement of a material fact or omission to state
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements  therein,  in the light of the  circumstances  under  which they were
made,  not  misleading  (provided that in no event shall such notice contain any
material, nonpublic information), and, subject to Section 3(r), promptly prepare
a supplement or amendment to such Registration  Statement or Demand Registration
Statement to correct such untrue statement or omission, and upon request deliver
ten (10) copies of such  supplement  or  amendment  to each  Investor  and Legal
Counsel (or such other  number of copies as such  Investor or Legal  Counsel may
reasonably  request).  The Company shall also promptly  notify Legal Counsel and
each Investor in writing (i) when a prospectus or any  prospectus  supplement or
post-effective  amendment has been filed,  and when a Registration  Statement or
Demand  Registration  Statement  or  any  post-effective  amendment  has  become
effective  (notification  of such  effectiveness  shall  be  delivered  to Legal
Counsel  and  each  Investor  by  facsimile  within  one  Business  Day of  such
effectiveness  and by  overnight  mail),  (ii)  of any  request  by the  SEC for
amendments or  supplements to a  Registration  Statement or Demand  Registration
Statement  or  related  prospectus  or  related  information,  and  (iii) of the
Company's  reasonable   determination  that  a  post-effective  amendment  to  a
Registration Statement or Demand Registration Statement, as applicable, would be
appropriate.


                                       10
<PAGE>

            g. The Company shall use its best efforts to prevent the issuance of
any stop order or other suspension of effectiveness of a Registration  Statement
or Demand  Registration  Statement,  as  applicable,  or the  suspension  of the
qualification of any of the Registrable  Securities for sale in any jurisdiction
and, if such an order or suspension is issued,  to obtain the withdrawal of such
order or suspension at the earliest  possible moment and to notify Legal Counsel
and each Investor who holds Registrable Securities being sold of the issuance of
such order and the resolution thereof or its receipt of notice of the initiation
or threat of any proceeding for such purpose.

            h. If any Investor is required under applicable securities law to be
described in the Registration  Statement or Demand  Registration  Statement,  as
applicable,  as an underwriter,  at the reasonable request of such Investor, the
Company shall furnish to such Investor,  on the date of the effectiveness of the
Registration  Statement or Demand  Registration  Statement,  as applicable,  and
thereafter from time to time on such dates as an Investor may reasonably request
(i) a letter, dated such date, from the Company's  independent  certified public
accountants  in respect of the numeric values in the  Registration  Statement or
Demand Registration Statement,  as applicable,  which are taken from the audited
or reviewed  financial  statements  of the Company  (and its  Subsidiaries  on a
consolidated basis),  addressed to the Investors,  and (ii) an opinion, dated as
of  such  date,  of  counsel  representing  the  Company  for  purposes  of such
Registration Statement or Demand Registration Statement, as applicable,  in form
filed  with  the  Registration  Statement  in  accordance  with  Item 601 (5) of
Regulation SB or S-K (as  applicable)  promulgated  by the SEC (or any successor
rule or regulation thereto), addressed to the Investors.

            i. Upon the written  request of any Investor in connection  with any
Investor's due diligence requirements,  if any, the Company shall make available
for  inspection by (i) such  Investor,  (ii) Legal Counsel and (iii) one firm of
accountants or other agents  retained by all such Investors  (collectively,  the
"INSPECTORS"),   all  pertinent  financial  and  other  records,  and  pertinent
corporate documents and properties of the Company (collectively, the "RECORDS"),
as shall be  reasonably  deemed  necessary  by each  Inspector,  and  cause  the
Company's officers,  directors and employees to supply all information which any
Inspector may reasonably request;  PROVIDED,  HOWEVER, that each Inspector shall
agree in writing to hold in strict  confidence and shall not make any disclosure
(except  to an  Investor)  or use of any Record or other  information  which the
Company determines in good faith to be confidential,  and of which determination
the  Inspectors  are so notified,  unless (a) the  disclosure of such Records is
necessary  to avoid or correct a  misstatement  or omission in any  Registration
Statement or is otherwise  required  under the 1933 Act, (b) the release of such
Records is ordered pursuant to a final,  non-appealable subpoena or order from a
court or government  body of competent  jurisdiction,  or (c) the information in
such  Records  has been made  generally  available  to the public  other than by
disclosure  in violation of this or any other  agreement of which the  Inspector
has knowledge. Each Investor agrees that it shall, upon learning that disclosure
of such  Records is sought in or by a court or  governmental  body of  competent
jurisdiction or through other means, give prompt notice to the Company and allow
the  Company,  at its  expense,  to  undertake  appropriate  action  to  prevent
disclosure  of,  or to  obtain  a  protective  order  for,  the  Records  deemed
confidential.  Nothing herein (or in any other confidentiality agreement between
the Company and any Investor) shall be deemed to limit the


                                       11
<PAGE>

Investors' ability to sell Registrable Securities in a manner which is otherwise
consistent with applicable laws and regulations.

            j. The Company shall hold in confidence  and not make any disclosure
of  information  concerning  an  Investor  provided  to the  Company  unless (i)
disclosure  of such  information  is  necessary  to comply with federal or state
securities  laws, (ii) the disclosure of such  information is necessary to avoid
or correct a misstatement  or omission in any  Registration  Statement or Demand
Registration Statement, as applicable,  (iii) the release of such information is
ordered pursuant to a subpoena or other final, non-appealable order from a court
or governmental body of competent jurisdiction or (iv) such information has been
made generally  available to the public other than by disclosure in violation of
this Agreement or any other  agreement.  The Company agrees that it shall,  upon
learning that disclosure of such information concerning an Investor is sought in
or by a court or  governmental  body of competent  jurisdiction or through other
means,  give prompt written notice to such Investor and allow such Investor,  at
the Investor's  expense,  to undertake  appropriate action to prevent disclosure
of, or to obtain a protective order for, such information.

            k. The Company shall use its best efforts either to (i) cause all of
the  Registrable  Securities  covered  by a  Registration  Statement  or  Demand
Registration Statement, as applicable,  to be listed on each securities exchange
on which  securities  of the same class or series issued by the Company are then
listed, if any, if the listing of such Registrable  Securities is then permitted
under the rules of such exchange, or (ii) if, despite the Company's best efforts
to satisfy,  the preceding  clause (i) the Company is unsuccessful in satisfying
the  preceding  clause (i), to  maintain  the  inclusion  for  quotation  on the
National  Association  of Securities  Dealers  Inc.'s OTC Bulletin  Board or the
American Stock Exchange for such  Registrable  Securities and,  without limiting
the generality of the foregoing, to use its best efforts to arrange for at least
two market  makers to  register  with the  National  Association  of  Securities
Dealers,  Inc. as such in respect of such  Registrable  Securities.  The Company
shall pay all fees and expenses in connection  with  satisfying  its  obligation
under this Section 3(k).

            l.  The  Company  shall   cooperate  with  the  Investors  who  hold
Registrable  Securities being offered and, to the extent applicable,  facilitate
the timely preparation and delivery of certificates representing the Registrable
Securities to be offered  pursuant to a  Registration  Statement and enable such
certificates  to be in such amounts as the Investors may reasonably  request and
registered in such names as the Investors may request.

            m. If  requested by an  Investor,  the Company  shall (i) as soon as
practicable  incorporate in a prospectus supplement or post-effective  amendment
such  information  as an Investor  reasonably  requests  to be included  therein
relating to the sale and  distribution  of  Registrable  Securities,  including,
without  limitation,  information  in  respect  of  the  number  of  Registrable
Securities being offered or sold, the purchase price being paid therefor and any
other terms of the  offering of the  Registrable  Securities  to be sold in such
offering;  (ii)  as  soon as  practicable  make  all  required  filings  of such
prospectus  supplement or  post-effective  amendment after being notified of the
matters to be  incorporated  in such  prospectus  supplement  or  post-effective
amendment;  and (iii) as soon as  practicable,  supplement or make amendments to
any Registration Statement or Demand Registration Statement,  as applicable,  if
reasonably requested by an Investor holding any Registrable Securities.


                                       12
<PAGE>

            n. The Company  shall use its best efforts to cause the  Registrable
Securities covered by a Registration Statement or Demand Registration Statement,
as  applicable,  to be  registered  with or approved by such other  governmental
agencies or  authorities  as may be necessary to consummate  the  disposition of
such Registrable Securities.

            o. The  Company  shall  make  generally  available  to its  security
holders  as soon as  practical,  but not later than  ninety  (90) days after the
close of the period covered  thereby,  an earnings  statement (in form complying
with,  and in the manner  provided by, the provisions of Rule 158 under the 1933
Act) covering a  twelve-month  period  beginning not later than the first day of
the Company's fiscal quarter next following the effective date of a Registration
Statement or Demand Registration Statement, as applicable.

            p. NASD RULE 2710 FILING;  BROKER  COMPENSATION.  The Company  shall
effect  a  filing  in  respect  of  the  public  offering  contemplated  by  the
Registration  Statement (an "ISSUER  FILING") with the National  Association  of
Securities  Dealers,  Inc. ("NASD") Corporate  Financing  Department pursuant to
NASD  Rule  2710  (b)(10)(A)(i)  within  one  Trading  Day of the date  that the
Registration Statement is first filed with the Commission and pay the filing fee
required by such Issuer Filing.  The Company shall use  commercially  reasonable
efforts to pursue the Issuer  Filing  until the NASD issues a letter  confirming
that it does  not  object  to the  terms  of the  offering  contemplated  by the
Registration  Statement.  The Company  shall  otherwise  use its best efforts to
comply with all applicable  rules and  regulations of the SEC in connection with
any registration hereunder.

            q. Within two (2) Business  Days after a  Registration  Statement or
Demand  Registration   Statement,   as  applicable,   which  covers  Registrable
Securities is ordered effective by the SEC, the Company shall deliver, and shall
cause legal counsel for the Company to deliver,  to the transfer  agent for such
Registrable   Securities  (with  copies  to  the  Investors  whose   Registrable
Securities are included in such  Registration  Statement or Demand  Registration
Statement,  as  applicable)  confirmation  that such  Registration  Statement or
Demand Registration Statement, as applicable, has been declared effective by the
SEC in the form attached hereto as Exhibit A.

            r.  Notwithstanding  anything to the  contrary  herein,  at any time
after the  Effective  Date,  the Company may delay the  disclosure  of material,
non-public  information  concerning  the Company the  disclosure of which at the
time is not, in the good faith  opinion of the Board of Directors of the Company
and its  counsel,  in the best  interest of the  Company  and, in the opinion of
counsel to the Company, otherwise required (a "GRACE PERIOD"); provided that the
Company  shall  promptly (i) notify the Investors in writing of the existence of
material,  non-public  information  giving rise to a Grace Period in  conformity
with the  provisions  of this  Section  3(r)  (provided  that in each notice the
Company will not disclose the content of such material,  non-public  information
to the  Investors)  and the date on which the Grace Period will begin,  and (ii)
notify the Investors in writing of the date on which the Grace Period ends; and,
provided  further,  that no Grace Period shall exceed ten (10)  consecutive days
and during any three  hundred sixty five (365) day period there shall be no more
than three such Grace  Periods and the first day of any Grace  Period must be at
least two (2) trading days after the last day of any prior Grace  Period  (each,
an "ALLOWABLE GRACE PERIOD").  For purposes of determining the length of a Grace
Period above, the Grace Period shall begin on and include the date the Investors
receive  the notice  referred  to in clause (i) and shall end on and include the
later of the date the Investors


                                       13
<PAGE>

receive the notice  referred to in clause (ii) and the date  referred to in such
notice. The provisions of Section 3(g) hereof shall not be applicable during the
period of any Allowable Grace Period.  Upon expiration of the Grace Period,  the
Company shall again be bound by the first sentence of Section 3(f) in respect of
the information giving rise thereto unless such material, non-public information
is no longer applicable.  Subject to compliance with applicable securities laws,
notwithstanding  anything  else to the  contrary,  the  Company  shall cause its
transfer agent to deliver  unlegended  shares of Common Stock to a transferee of
an Investor in accordance with the terms of the Securities  Purchase  Agreement,
and  delivered  a copy of the  prospectus  included  as  part of the  applicable
Registration  Statement  (unless  an  exemption  from such  prospectus  delivery
requirement  exists),  prior to the Investor's  receipt of the notice of a Grace
Period and for which the Investor has not yet settled.

            s.  The  Company   shall  use  its  best  efforts  to  maintain  the
eligibility  of  its  registration   statement(s)  on  Form  SB-2,  or  S-3,  as
applicable, until (i) two years from the Closing Date or, if on the day prior to
the second  anniversary  of the Closing Date,  the  Registrable  Securities  are
required pursuant to the terms hereof to be registered for resale on a Form S-3,
three  years  from the  Closing  Date or (ii)  such  earlier  date on which  the
Investors  shall  have sold all of the  Registrable  Securities  covered by such
Registration Statement or Demand Registration Statement, as applicable.

      4.    OBLIGATIONS OF THE INVESTORS.

            a. At least five (5)  Business  Days prior to the first  anticipated
filing date of a Registration  Statement or Demand  Registration  Statement,  as
applicable, the Company shall notify each Investor in writing of the information
the Company requires from each such Investor if such Investor elects to have any
of  such  Investor's   Registrable  Securities  included  in  such  Registration
Statement or Demand  Registration  Statement,  if  applicable  to such  Investor
pursuant to Section 2(e). It shall be a condition  precedent to the  obligations
of the Company to  complete  the  registration  pursuant  to this  Agreement  in
respect  of the  Registrable  Securities  of a  particular  Investor  that  such
Investor shall furnish to the Company such  information  regarding  itself,  the
Registrable  Securities held by it and the intended method of disposition of the
Registrable  Securities held by it as shall be reasonably required to effect the
effectiveness  of the  registration  of such  Registrable  Securities  and shall
execute such documents in connection  with such  registration as the Company may
reasonably request.

            b. Each Investor,  by such Investor's  acceptance of the Registrable
Securities,  agrees to cooperate with the Company as reasonably requested by the
Company  in  connection  with the  preparation  and  filing of any  Registration
Statement hereunder, unless such Investor has notified the Company in writing of
such  Investor's  election  to  exclude  all  of  such  Investor's   Registrable
Securities from such Registration Statement.

            c. Each  Investor  agrees that,  upon receipt of any notice from the
Company of the  happening of any event of the kind  described in Section 3(g) or
the  first  sentence  of  3(f),  such  Investor  will  immediately   discontinue
disposition of Registrable Securities pursuant to any Registration  Statement(s)
or Demand Registration  Statement(s),  as applicable,  covering such Registrable
Securities  until  such  Investor's  receipt  of copies of the  supplemented  or
amended  prospectus  contemplated  by Section 3(g) or the first sentence of 3(f)
has been filed with the SEC


                                       14
<PAGE>

or receipt of notice that no  supplement  or amendment  is required.  Subject to
compliance with applicable securities laws, notwithstanding anything else to the
contrary,  the Company  shall  cause its  transfer  agent to deliver  unlegended
shares of Common Stock to a  transferee  of an Investor in  accordance  with the
terms of the Securities  Purchase  Agreement if requested by such Investor prior
to the  Investor's  receipt of a notice from the Company of the happening of any
event of the kind described in Section 3(g) or the first sentence of 3(f) and as
to the sale of which the Investor has not yet settled.

            d. Each  Investor  covenants and agrees that it will comply with the
prospectus  delivery  requirements  of the  1933 Act as  applicable  to it or an
exemption therefrom in connection with sales of Registrable  Securities pursuant
to the Registration Statement or Demand Registration Statement, as applicable.

      5.    EXPENSES OF REGISTRATION.

            All  reasonable  expenses,  other than  underwriting  discounts  and
commissions incurred in connection with registrations, filings or qualifications
pursuant to Sections 2 and 3, including,  without limitation,  all registration,
listing and  qualifications  fees,  printers and  accounting  fees, and fees and
disbursements  of counsel for the  Company,  shall be paid by the  Company.  The
Company shall also  reimburse the  Investors for the fees and  disbursements  of
Legal Counsel in connection with registration,  filing or qualification pursuant
to  Sections  2 and 3 of  this  Agreement  which  amount  shall  be  limited  to
[$15,000].

      6.    INDEMNIFICATION.

            In  the  event  any   Registrable   Securities  are  included  in  a
Registration Statement or Demand Registration  Statement,  as applicable,  under
this Agreement:

            a. To the fullest  extent  permitted by law, the Company  will,  and
hereby does, indemnify,  hold harmless and defend each Investor,  the directors,
officers,  members, partners,  employees,  agents,  representatives of, and each
Person,  if any, who controls any Investor within the meaning of the 1933 Act or
the 1934 Act (each,  an  "INDEMNIFIED  PERSON"),  against  any  losses,  claims,
damages,  liabilities,  judgments, fines, penalties,  charges, costs, reasonable
attorneys'  fees,  amounts paid in  settlement  or  expenses,  joint or several,
(collectively,  "CLAIMS") incurred in investigating,  preparing or defending any
action, claim, suit, inquiry, proceeding, investigation or appeal taken from the
foregoing  by or  before  any  court or  governmental,  administrative  or other
regulatory  agency,  body or the SEC, whether pending or threatened,  whether or
not an indemnified party is or may be a party thereto  ("INDEMNIFIED  DAMAGES"),
to which any of them may become  subject  insofar as such  Claims (or actions or
proceedings,  whether commenced or threatened,  in respect thereof) arise out of
or are based upon:  (i) any untrue  statement or alleged  untrue  statement of a
material fact in a Registration  Statement or Demand  Registration  Statement or
any  post-effective  amendment  thereto or in any filing made in connection with
the  qualification of the offering under the securities or other "blue sky" laws
of any  jurisdiction  in which  Registrable  Securities  are offered  ("BLUE SKY
FILING"),  or the omission or alleged omission to state a material fact required
to be stated therein or necessary to make the statements therein not misleading,
(ii) any  untrue  statement  or alleged  untrue  statement  of a  material  fact
contained in any  preliminary  prospectus if used prior to the effective date of
such


                                       15
<PAGE>

Registration  Statement or Demand  Registration  Statement,  as  applicable,  or
contained in the final  prospectus (as amended or  supplemented,  if the Company
files any amendment thereof or supplement  thereto with the SEC) or the omission
or alleged  omission to state  therein any material  fact  necessary to make the
statements  made  therein,  in the light of the  circumstances  under  which the
statements  therein were made,  not  misleading,  (iii) any violation or alleged
violation  by the  Company  of the  1933  Act,  the 1934  Act,  any  other  law,
including,  without  limitation,  any  state  securities  law,  or any  rule  or
regulation  thereunder  relating  to  the  offer  or  sale  of  the  Registrable
Securities   pursuant  to  a  Registration   Statement  or  Demand  Registration
Statement,  as applicable,  or (iv) any violation of this Agreement (the matters
in the foregoing  clauses (i) through (iv) being,  collectively,  "VIOLATIONS").
Subject to Section 6(c), the Company shall  reimburse the  Indemnified  Persons,
promptly as such expenses are incurred and are due and payable,  for  reasonable
legal fees or other  reasonable  expenses  incurred by them in  connection  with
investigating  or  defending  any such  Claim.  Notwithstanding  anything to the
contrary  contained  herein,  the  indemnification  agreement  contained in this
Section 6(a):  (i) shall not apply to a Claim by an  Indemnified  Person arising
out of or based upon a Violation which occurs in reliance upon and in conformity
with information  furnished in writing to the Company by such Indemnified Person
for such Indemnified Person expressly for use in connection with the preparation
of the  Registration  Statement  or Demand  Registration  Statement  or any such
amendment thereof or supplement thereto and (ii) shall not apply to amounts paid
in  settlement  of any Claim if such  settlement  is effected  without the prior
written consent of the Company, which consent shall not be unreasonably withheld
or delayed.  Such indemnity shall remain in full force and effect  regardless of
any  investigation  made by or on behalf  of the  Indemnified  Person  and shall
survive the transfer of the Registrable  Securities by the Investors pursuant to
Section 9.

            b.  In  connection  with  any   Registration   Statement  or  Demand
Registration  Statement,  as applicable,  in which an Investor is participating,
each such Investor agrees to severally and not jointly indemnify,  hold harmless
and defend, to the same extent and in the same manner as is set forth in Section
6(a),  the Company,  each of its  directors,  each of its officers who signs the
Registration Statement or Demand Registration Statement, as applicable, and each
Person,  if any, who controls the Company  within the meaning of the 1933 Act or
the 1934 Act (each,  an "INDEMNIFIED  PARTY"),  against any Claim or Indemnified
Damages to which any of them may become  subject,  under the 1933 Act,  the 1934
Act or otherwise,  insofar as such Claim or Indemnified  Damages arise out of or
are  based  upon any  Violation,  in each  case to the  extent,  and only to the
extent,  that such  Violation  occurs in reliance  upon and in  conformity  with
written information  furnished to the Company by such Investor expressly for use
in connection with such Registration Statement or Demand Registration Statement,
as applicable;  and,  subject to Section 6(c),  such Investor will reimburse any
legal  or  other  expenses  reasonably  incurred  by  an  Indemnified  Party  in
connection with  investigating or defending any such Claim;  PROVIDED,  HOWEVER,
that the indemnity agreement contained in this Section 6(b) and the agreement in
respect of  contribution  contained in Section 7 shall not apply to amounts paid
in  settlement  of any Claim if such  settlement  is effected  without the prior
written  consent  of such  Investor,  which  consent  shall not be  unreasonably
withheld or delayed;  PROVIDED,  FURTHER,  HOWEVER,  that the Investor  shall be
liable under this  Section  6(b) for only that amount of a Claim or  Indemnified
Damages as does not exceed the net proceeds to such  Investor as a result of the
sale of Registrable Securities pursuant to such Registration Statement or Demand
Registration


                                       16
<PAGE>

Statement,  as applicable.  Such indemnity shall remain in full force and effect
regardless of any  investigation  made by or on behalf of such Indemnified Party
and shall  survive the transfer of the  Registrable  Securities by the Investors
pursuant to Section 9.

            c. Promptly  after receipt by an  Indemnified  Person or Indemnified
Party  under  this  Section  6 of notice of the  commencement  of any  action or
proceeding  (including any governmental action or proceeding) involving a Claim,
such  Indemnified  Person or  Indemnified  Party  shall,  if a Claim in  respect
thereof is to be made  against  any  indemnifying  party  under this  Section 6,
deliver to the indemnifying party a written notice of the commencement  thereof,
and the  indemnifying  party shall have the right to participate in, and, to the
extent the indemnifying  party so desires,  jointly with any other  indemnifying
party similarly  noticed,  to assume control of the defense thereof with counsel
selected by the Company and reasonably  satisfactory to the  indemnifying  party
and the  Indemnified  Person  or the  Indemnified  Party,  as the  case  may be;
PROVIDED,  HOWEVER,  that an Indemnified  Person or Indemnified Party shall have
the right to retain its own counsel  with the fees and expenses of not more than
one counsel for such Indemnified  Person or Indemnified  Party to be paid by the
indemnifying  party,  if, in the reasonable  opinion of counsel  retained by the
indemnifying party, the representation by such counsel of the Indemnified Person
or Indemnified  Party and the indemnifying  party would be inappropriate  due to
actual or  potential  differing  interests  between such  Indemnified  Person or
Indemnified  Party and any  other  party  represented  by such  counsel  in such
proceeding.  In the case of an Indemnified Person,  legal counsel referred to in
the immediately preceding sentence shall be selected by the Investors holding at
least a majority  in  interest  of the  Registrable  Securities  included in the
Registration Statement or Demand Registration Statement, as applicable, to which
the Claim relates.  The Indemnified Party or Indemnified  Person shall cooperate
fully with the indemnifying  party in connection with any negotiation or defense
of any such action or Claim by the  indemnifying  party and shall furnish to the
indemnifying party all information reasonably available to the Indemnified Party
or Indemnified  Person which relates to such action or Claim.  The  indemnifying
party shall keep the Indemnified Party or Indemnified Person reasonably apprised
at all times as to the status of the defense or any settlement  negotiations  in
respect thereof. No indemnifying party shall be liable for any settlement of any
action,  claim  or  proceeding  effected  without  its  prior  written  consent;
PROVIDED,  HOWEVER, that the indemnifying party shall not unreasonably withhold,
delay or condition its consent.  No indemnifying party shall,  without the prior
written consent of the Indemnified Party or Indemnified Person, consent to entry
of any judgment or enter into any settlement or other  compromise which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnified Party or Indemnified  Person of a release from all liability
in respect to such Claim or litigation,  and such  settlement  shall not include
any  admission  as to  fault  on the part of the  Indemnified  Party.  Following
indemnification  as provided  for  hereunder,  the  indemnifying  party shall be
subrogated  to all  rights of the  Indemnified  Party or  Indemnified  Person in
respect of all third parties,  firms or corporations  relating to the matter for
which  indemnification  has been made. The failure to deliver  written notice to
the indemnifying  party within a reasonable time of the commencement of any such
action  shall  not  relieve  such  indemnifying  party of any  liability  to the
Indemnified  Person or  Indemnified  Party  under this  Section 6, except to the
extent that the  indemnifying  party is materially  prejudiced in its ability to
defend such action.


                                       17
<PAGE>

            d. The  indemnification  required by this Section 6 shall be made by
periodic  payments of the amount thereof during the course of the  investigation
or defense, as and when bills are received or Indemnified Damages are incurred.

            e. The indemnity agreements contained herein shall be in addition to
(i) any cause of action or similar right of the Indemnified Party or Indemnified
Person against the  indemnifying  party or others,  and (ii) any liabilities the
indemnifying party may be subject to pursuant to the law.

      7.    CONTRIBUTION.

            To the  extent  any  indemnification  by an  indemnifying  party  is
prohibited or limited by law, the indemnifying  party agrees to make the maximum
contribution  in respect of any amounts for which it would  otherwise  be liable
under Section 6 to the fullest extent permitted by law; PROVIDED, HOWEVER, that:
(i) no Person  involved in the sale of Registrable  Securities,  which Person is
guilty of fraudulent  misrepresentation  (within the meaning of Section 11(f) of
the 1933 Act) in connection  with such sale,  shall be entitled to  contribution
from any Person  involved  in such sale of  Registrable  Securities  who was not
guilty of fraudulent  misrepresentation;  and (ii) contribution by any seller of
Registrable  Securities shall be limited in amount to the net amount of proceeds
received by such seller from the sale of such Registrable Securities pursuant to
such Registration Statement or Demand Registration Statement, as applicable.

      8.    REPORTS UNDER THE 1934 ACT.

            With a view to making  available  to the  Investors  the benefits of
Rule 144 promulgated  under the 1933 Act or any other similar rule or regulation
of the SEC that may at any time permit the  Investors to sell  securities of the
Company to the public without registration ("RULE 144"), the Company agrees to:

            a. make and keep public  information  available,  as those terms are
understood and defined in Rule 144;

            b.  file  with the SEC in a timely  manner  all  reports  and  other
documents required of the Company under the 1933 Act and the 1934 Act so long as
the Company remains subject to such  requirements and the filing of such reports
and other documents is required for the applicable provisions of Rule 144; and

            c.  furnish  to  each   Investor  so  long  as  such  Investor  owns
Registrable  Securities,  promptly upon request,  (i) a written statement by the
Company,  if true, that it has complied with the reporting  requirements of Rule
144,  the 1933 Act and the 1934 Act,  (ii) a copy of the most  recent  annual or
quarterly report of the Company and such other reports and documents so filed by
the Company and (iii) such other  information as may be reasonably  requested to
permit  the  Investors  to sell such  securities  pursuant  to Rule 144  without
registration.


                                       18
<PAGE>

      9.    ASSIGNMENT OF REGISTRATION RIGHTS.

            The rights under this Agreement shall be automatically assignable by
the  Investors  to any  transferee  of all or any  portion  of  such  Investor's
Registrable  Securities  if:  (i)  the  Investor  agrees  in  writing  with  the
transferee  or assignee to assign  such rights and a copy of such  agreement  is
furnished to the Company within a reasonable  time after such  assignment;  (ii)
the Company is,  within a  reasonable  time after such  transfer or  assignment,
furnished with written notice of (a) the name and address of such  transferee or
assignee and (b) the securities in respect of which such registration rights are
being  transferred  or assigned;  (iii)  immediately  following such transfer or
assignment  the further  disposition  of such  securities  by the  transferee or
assignee is restricted  under the 1933 Act or applicable  state securities laws;
(iv) at or before the time the Company receives the written notice  contemplated
by clause (ii) of this  sentence the  transferee  or assignee  agrees in writing
with the Company to be bound by all of the provisions  contained herein; and (v)
such  transfer   shall  have  been  made  in  accordance   with  the  applicable
requirements of the Securities Purchase Agreement.

      10.   AMENDMENT OF REGISTRATION RIGHTS.

            Provisions  of this  Agreement  may be  amended  and the  observance
thereof may be waived (either  generally or in a particular  instance and either
retroactively  or  prospectively),  only with the written consent of the Company
and the Required  Holders.  Any amendment or waiver  effected in accordance with
this  Section 10 shall be binding upon each  Investor  and the Company.  No such
amendment  shall be  effective to the extent that it applies to less than all of
the holders of the Registrable Securities.  No consideration shall be offered or
paid to any  Person  to amend or  consent  to a waiver  or  modification  of any
provision of any of this Agreement unless the same consideration also is offered
to all of the parties to this Agreement.

      11.   MISCELLANEOUS.

            a. A Person  is  deemed  to be a holder  of  Registrable  Securities
whenever  such  Person  owns or is  deemed  to own of  record  such  Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two  or  more  Persons  in  respect  of  the  same  Registrable
Securities,  the  Company  shall act upon the basis of  instructions,  notice or
election received from the record owner of such Registrable Securities.

            b. Any notices,  consents,  waivers or other communications required
or  permitted to be given under the terms of this  Agreement  must be in writing
and will be deemed to have been  delivered:  (i) upon  receipt,  when  delivered
personally  provided same is on a Business Day and, if not, on the next Business
Day;  (ii)  upon  receipt,  when sent by  facsimile  (provided  confirmation  of
transmission is mechanically or electronically generated and kept on file by the
sending  party)  provided  same is on a Business  Day and,  if not,  on the next
Business Day; (iii) one (1) Business Day after deposit with an overnight courier
service,  in each case  properly  addressed to the party to receive the same; or
(iv) if sent by certified mail, return receipt requested, when received or three
(3) days after deposited in the mails, whichever occurs first. The addresses and
facsimile numbers for such communications shall be:


                                       19
<PAGE>

      If to the Company:

            [ShellCo]
            [address]
            Telephone:
            Facsimile:
            Attention:

            with a copy to:

            Brown Rudnick Berlack Israels LLP
            One Financial Center
            Boston, MA  02111
            Telephone: (617) 856-8200
            Facsimile: (617) 856-8201
            Attention: Raymer McQuiston, Esq.
                       John G. Nossiff, Jr., Esq.

If to an Investor,  to its address and facsimile number set forth in the records
of the Company or the Transfer Agent, as applicable, with copies to such Buyer's
representatives as set forth on the Schedule of Buyers,

      with a copy (for informational purposes) to:

            Schulte Roth & Zabel LLP
            919 Third Avenue
            New York, New York  10022
            Telephone: (212) 756-2000
            Facsimile: (212) 593-5955
            Attention: Eleazer N. Klein, Esq.

or to such other address and/or facsimile number and/or to the attention of such
other Person as the  recipient  party has  specified by written  notice given to
each  other  party  five (5) days  prior to the  effectiveness  of such  change.
Written  confirmation  of receipt  (A) given by the  recipient  of such  notice,
consent,  waiver or other  communication,  (B)  mechanically  or  electronically
generated by the sender's facsimile machine containing the time, date, recipient
facsimile  number  and an image of the first  page of such  transmission  or (C)
provided by a courier or overnight courier service shall be rebuttable  evidence
of  personal  service,  receipt  by  facsimile  or  receipt  from  a  nationally
recognized  overnight  delivery  service in accordance  with clause (i), (ii) or
(iii) above, respectively.

            c.  Failure of any party to exercise  any right or remedy under this
Agreement or otherwise,  or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

            d. All questions concerning the construction,  validity, enforcement
and  interpretation  of this Agreement shall be governed by the internal laws of
the State of New York,


                                       20
<PAGE>

without  giving effect to any choice of law or conflict of law provision or rule
(whether of the State of New York or any other  jurisdictions)  that would cause
the  application  of the laws of any  jurisdictions  other than the State of New
York. Each party hereby irrevocably submits to the exclusive jurisdiction of the
state and federal courts sitting in The City of New York,  Borough of Manhattan,
for the adjudication of any dispute hereunder or in connection  herewith or with
any transaction  contemplated hereby or discussed herein, and hereby irrevocably
waives,  and agrees not to assert in any suit,  action or proceeding,  any claim
that it is not personally  subject to the  jurisdiction of any such court,  that
such suit, action or proceeding is brought in an inconvenient  forum or that the
venue of such  suit,  action  or  proceeding  is  improper.  Each  party  hereby
irrevocably  waives  personal  service of process and consents to process  being
served in any such suit,  action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees that
such service shall constitute good and sufficient  service of process and notice
thereof.  The Company hereby appoints  Corporation Service Company, as its agent
for service of process in New York.  Nothing contained herein shall be deemed to
limit in any way any right to serve  process in any manner  permitted by law. If
any  provision  of this  Agreement  shall be  invalid  or  unenforceable  in any
jurisdiction,  such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the
validity or  enforceability  of any  provision  of this  Agreement  in any other
jurisdiction.  EACH PARTY HEREBY  IRREVOCABLY  WAIVES ANY RIGHT IT MAY HAVE, AND
AGREES  NOT TO  REQUEST,  A JURY  TRIAL  FOR  THE  ADJUDICATION  OF ANY  DISPUTE
HEREUNDER  OR IN  CONNECTION  HEREWITH OR ARISING OUT OF THIS  AGREEMENT  OR ANY
TRANSACTION CONTEMPLATED HEREBY.

            e.  This  Agreement  supersedes  all  other  prior  oral or  written
agreements  between the Company,  their  affiliates  and Persons acting on their
behalf in respect of the  matters  discussed  herein,  and this  Agreement,  the
Transaction  Documents and the instruments  referenced herein contain the entire
understanding  of the  parties  in  respect of the  matters  covered  herein and
therein and,  except as  specifically  set forth herein or therein,  neither the
Company  nor  any  Buyer  makes  any  representation,   warranty,   covenant  or
undertaking  in respect of such matters.  No provision of this  Agreement may be
amended other than by an instrument  in writing  signed by the Company,  and the
Required  Holders,  and any amendment to this Agreement made in conformity  with
the  provisions of this Section 11(e) shall be binding on all Buyers and holders
of Securities as applicable.  No provision hereof may be waived other than by an
instrument in writing signed by the party against whom enforcement is sought. No
such amendment shall be effective to the extent that it applies to less than all
of the holders of the applicable  Securities then outstanding.  No consideration
shall be  offered  or paid to any  Person  to amend or  consent  to a waiver  or
modification  of any provision of any of the  Transaction  Documents  unless the
same  consideration  also is  offered to all of the  parties to the  Transaction
Documents,  holders of Notes or holders of the Warrants, as the case may be. The
Company has not,  directly or indirectly,  made any  agreements  with any Buyers
relating to the terms or  conditions  of the  transactions  contemplated  by the
Transaction Documents except as set forth in the Transaction Documents.  Without
limiting the foregoing,  the Company confirms that,  except as set forth in this
Agreement  and the  applicable  Transaction  Documents,  no  Buyer  has made any
commitment  or promise or has any other  obligation  to provide any financing to
the Company or otherwise.


                                       21
<PAGE>

            f. Subject to the  requirements  of Section 9, this Agreement  shall
inure to the benefit of and be binding upon the permitted successors and assigns
of each of the parties hereto.

            g. The headings in this  Agreement are for  convenience of reference
only  and  shall  not form a part  of,  or  affect  the  interpretation  of this
Agreement.

            h.  This  Agreement  may  be  executed  in  two  or  more  identical
counterparts,  all of which shall be considered  one and the same  agreement and
shall  become  effective  when  counterparts  have been signed by each party and
delivered  to the other  party;  provided  that a facsimile  signature  shall be
considered  due execution  and shall be binding upon the signatory  thereto with
the same force and effect as if the signature were an original,  not a facsimile
signature.

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

            j. All consents and other determinations  required to be made by the
Investors  pursuant to this Agreement shall be made, unless otherwise  specified
in this Agreement, by the Required Holders, determined as if all of the Warrants
held by Investors then  outstanding  were exercised for  Registrable  Securities
without regard to any limitation on exercise of the Warrants.

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

            l. This  Agreement is intended for the benefit of the parties hereto
and  their  respective  permitted  successors  and  assigns,  and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person except
to the extent set forth in Section 6.

            m. The  obligations  of each Investor  hereunder are several and not
joint with the  obligations  of any other  Investor,  and no  provision  of this
Agreement is intended to confer any  obligations  on any Investor  vis-a-vis any
other Investor.  Nothing contained  herein,  and no action taken by any Investor
pursuant  hereto,  shall be deemed to constitute the Investors as a partnership,
an  association,  a joint  venture  or any  other  kind of  entity,  or create a
presumption that the Investors are in any way acting in concert or as a group in
respect of such obligations or the transactions contemplated herein.

                                   * * * * * *


                                       22
<PAGE>

            IN WITNESS  WHEREOF,  each Buyer and the Company  have caused  their
respective  signature  page to this  Registration  Rights  Agreement  to be duly
executed as of the date first written above.

                                                COMPANY:

                                                [SHELLCO]


                                                By: ____________________________
                                                    Name:
                                                    Title:

                       [Signature Pages of Buyers Follow]

<PAGE>

                  Name of Buyer:                ________________________________

                  Signature of authorized
                  signatory of Buyer:           ________________________________

                  Name of authorized signatory
                  of Buyer:                     ________________________________

                  Title of authorized signatory
                  of Buyer:                     ________________________________

                      [Signature Pages of Buyers Continue]

<PAGE>

                               SCHEDULE OF BUYERS

                         BUYER'S ADDRESS        BUYER'S REPRESENTATIVE'S ADDRESS
BUYER                 AND FACSIMILE NUMBER            AND FACSIMILE NUMBER

<PAGE>

                                                                   SCHEDULE 2(B)

                                EXISTING HOLDERS

Robert Agresti - 434,561                   Gregory DeSaye - 43,750

Christopher Dombalis - 351,897             Peter Klaver - 208,713

Neil Devine - 36,000                       James Madden - 283,995

Raymer McQuiston - 370,033                 Robert O'Neill - 43,750

Paul Shahbazian - 197,959                  Peter Stone - 142,695

Michael DeSaye - 43,750                    William Knight - 345,772

Robert Lee - 334,875                       Robert Wu - 334,875

Protex Holdings Limited - 450,000          Paul Gaidis - 18,500

James Deveau - 27,250                      Darren Young - 12,500

Juan Rocio - 18,500                        Richard Nazarro - 15,500

Kenneth Kausner - 2,000                    James O'Neill - 15,500

Anthony Marcello - 14,000                  Joseph Cangelosi - 15,500

John Kurowski - 15,500                     Debra Ann Sheehy - 13,500

Owen Kelly - 15,500                        Sean Burns - 2,500

Thomas Pentland - 2,500                    Kenneth Savulich - 7,500

Gary Hecht - 12,500                        Thomas Wyville - 2,500

Brian Southwell - 8,500                    Di Wang

James Killen - 2,500                       Han Huy Ling - 1,000

Lucille Waldrip - 500

Wang Dong - 18,500

<PAGE>

FMI, INC. - 1,105,840                      Joseph A. DeSaye - 18,750

KRG CAPITAL FUND (FF), L.P. - 7,423        KRG CO-INVESTMENT, LLC - 654

KRG CAPITAL FUND II, L.P. - 301,695        KRG CAPITAL FUND (PA), L.P. - 94,388

INDOSUEZ CAPITAL PARTNERS. 2003,           ACAS EQUITY HOLDING CORP. - 99,610
L.L.C. - 41,780

INDOSUEZ CMII, INC. - 16,110

<PAGE>

                                                                       EXHIBIT A

                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT

[Transfer Agent]
[Address]

Attention:

      Re:   [ShellCo]

Ladies and Gentlemen:

            [We are][I am] counsel to  [ShellCo],  a Delaware  corporation  (the
"COMPANY"),  and have represented Maritime Logistics US Holdings Inc. ("MLI") in
connection with that certain  Securities  Purchase  Agreement (Common Shares and
Warrants) (the "SECURITIES  PURCHASE  AGREEMENT") entered into by and among MLI,
and the Company (pursuant to that certain Joinder Agreement dated as of October,
_____ 2006) and the buyers named therein (collectively,  the "HOLDERS") pursuant
to which the Company issued to the Holders shares of the Company's common stock,
(the "COMMON  STOCK") and warrants  exercisable  for shares of Common Stock (the
"WARRANTS"). Pursuant to the Securities Purchase Agreement, the Company also has
entered into a Registration Rights Agreement with the Holders (the "REGISTRATION
RIGHTS AGREEMENT")  pursuant to which the Company agreed, among other things, to
register  the  Registrable  Securities  (as defined in the  Registration  Rights
Agreement),  including the shares of Common Stock  issuable upon exercise of the
Warrants,  under the  Securities  Act of 1933,  as amended (the "1933 Act").  In
connection  with  the  Company's   obligations  under  the  Registration  Rights
Agreement, on ____________ ___, 200_, the Company filed a Registration Statement
on Form [S-3/SB-2] (File No.  333-_____________) (the "REGISTRATION  STATEMENT")
with  the  Securities  and  Exchange  Commission  (the  "SEC")  relating  to the
Registrable  Securities which names each of the Holders as a selling stockholder
thereunder.

            Please  notify us  immediately  upon the  request  of any  Holder to
transfer shares of Common Stock pursuant to the Registration  Statement. We will
then provide you a letter regarding the  transferability of the shares of Common
Stock under the Registration Statement.

                                               Very truly yours,

                                               Brown Rudnick Berlack Israels LLP


                                               By:______________________________

CC:   [LIST NAMES OF HOLDERS]


                                      A-1
<PAGE>

                                                                       EXHIBIT B

                              SELLING STOCKHOLDERS

      The shares of common stock being offered by the selling  stockholders  are
issuable  upon those  previously  issued to the selling  stockholders  and those
issuable to the selling  stockholders  upon conversion of the convertible  notes
and upon  exercise of the warrants.  For  additional  information  regarding the
issuance of those shares of common stock and warrants and convertible  notes and
warrants,  see "Private  Placement of Common  Stock and  Warrants"  and "Private
Placement of  Convertible  Notes and Warrants"  above.  We are  registering  the
shares of common stock in order to permit the selling  stockholders to offer the
shares for resale from time to time.  Except for the  ownership of the shares of
common stock,  convertible  notes and warrants issued pursuant to the Securities
Purchase  Agreements,  the selling  stockholders  who acquired their  securities
pursuant  to the  Securities  Purchase  Agreements  have  not had  any  material
relationship  with us within the past three years.  [INCLUDE IF SUCH PERSONS ARE
"SELLING    SHAREHOLDERS"    -    MODIFY    AS    APPLICABLE:    ______________,
_________________,   and  _________________  are  officers,   directors,  and/or
consultants  of the company  subject to the  provisions  of a lock up  agreement
pursuant to which,  although  their shares of common stock are being  registered
for resale  hereunder,  are  generally  not permitted to sell their shares for a
period of at least two years from the date of the reverse merger described under
"_______________"  in this  prospectus.  _______________,  _______________,  and
__________________  acquired their shares of common stock  registered for resale
hereunder, in connection with various transactions pursuant to which the company
acquired  businesses and/or business interests  previously  [controlled] by such
persons.  Although their shares of common stock are being  registered for resale
hereunder, they are generally not permitted to sell their shares for a period of
at least two years from the date of the reverse merger. For a description of the
acquisitions    of    such    businesses    and    business    interests,    see
"_______________________"     in     this     prospectus.      ________________,
__________________  and  __________________  held shares of the Company prior to
the date of the reverse  merger and may  therefore  be  considered  "promoters".
Rodman & Renshaw, LLC acted as our placement agent in respect of the issuance of
the convertible  notes and warrants and the shares of common stock, and received
warrants exercisable for shares of common stock in connection therewith.]

      The table  below  lists the  selling  stockholders  and other  information
regarding the beneficial  ownership of the shares of common stock by each of the
selling  stockholders.  The second  column  lists the number of shares of common
stock beneficially owned by each selling stockholder,  based on its ownership of
the convertible notes and warrants, as of ________, 200_, assuming conversion of
all  convertible  notes  and  exercise  of the  warrants  held  by  the  selling
stockholders  on that date,  without regard to any limitations on conversions or
exercise.

      The third column  lists the shares of common  stock being  offered by this
prospectus by each selling stockholder.

      In accordance with the terms of registration  rights  agreements among the
Company and the  selling  stockholders,  this  prospectus  generally  covers the
resale of at least the shares of common stock issued in the private placement of
common stock and warrants and 130% of the


                                      B-1
<PAGE>

sum of the  number  of  shares  of common  stock  issued  or  issuable  (x) upon
conversion  of the  convertible  notes,  and (y) upon  exercise of the warrants,
determined  as if  the  outstanding  notes  were  converted  and  warrants  were
exercised in full, each as of the trading day immediately preceding the date the
registration  statement is initially filed with the SEC.  Because the conversion
price of the  convertible  notes may be adjusted and the  exercise  price of the
warrants may be adjusted,  the number of shares that will actually be issued may
be more or less than the number of shares being offered by this prospectus.  The
fourth  column  assumes  the sale of all of the shares  offered  by the  selling
stockholders pursuant to this prospectus.

      Under  the terms of the  convertible  notes  and the  warrants,  a selling
stockholder  may not convert the  convertible  notes or exercise the warrants to
the extent such  conversion  or exercise  would cause such selling  stockholder,
together with its affiliates,  to beneficially  own a number of shares of common
stock which would  exceed 9.99% of our then  outstanding  shares of common stock
following  such   conversion  or  exercise,   excluding  for  purposes  of  such
determination shares of common stock issuable upon conversion of the convertible
notes which have not been  converted and upon exercise of the warrants that have
not been  exercised.  The number of shares in the second column does not reflect
this  limitation.  The selling  stockholders may sell all, some or none of their
shares in this offering. See "Plan of Distribution."


                                      B-2
<PAGE>

<TABLE>
<CAPTION>
                                                                    MAXIMUM NUMBER OF SHARES
                                          NUMBER OF SHARES OWNED     TO BE SOLD PURSUANT TO       NUMBER OF SHARES
NAME OF SELLING STOCKHOLDER                  PRIOR TO OFFERING           THIS PROSPECTUS        OWNED AFTER OFFERING
<S>                                                                                                      <C>
                                                                                                         0
</TABLE>


                                      B-3
<PAGE>

                              PLAN OF DISTRIBUTION

      We are  registering  the shares of common  stock  issued  pursuant  to the
Securities  Purchase  Agreements  (Common  Stock and Warrants) and the shares of
common stock issuable upon conversion of the convertible notes and upon exercise
of the  warrants  to permit  the resale of these  shares of common  stock by the
holders of the  convertible  notes and warrants from time to time after the date
of this prospectus. [INCLUDE IF SUCH PERSONS ARE "SELLING SHAREHOLDERS" - MODIFY
AS  APPLICABLE:  We are also  registering  the  shares of common  stock  held by
______________,  _________________,  and  _________________  who  are  officers,
directors,    and/or   consultants   of   the   company,   by   _______________,
_______________,  and  __________________  who  acquired  their shares of common
stock in  connection  with  various  transactions  pursuant to which the company
acquired  businesses and/or business interests  previously  [controlled] by such
persons, by ________________, __________________ and __________________ who held
shares of the company  prior to the date of the  reverse  merger and by Rodman &
Renshaw,  LLC who received  warrants  exercisable  for shares of common stock in
connection  services  performed to the company as placement  agent.] We will not
receive any of the  proceeds  from the sale by the selling  stockholders  of the
shares  of common  stock.  We will bear all fees and  expenses  incident  to our
obligation to register the shares of common stock.

      The selling stockholders may sell all or a portion of the shares of common
stock  beneficially  owned by them and offered hereby from time to time directly
or through one or more underwriters,  broker-dealers or agents. If the shares of
common  stock are sold  through  underwriters  or  broker-dealers,  the  selling
stockholders  will be responsible for  underwriting  discounts or commissions or
agent's  commissions.  The  shares  of  common  stock may be sold in one or more
transactions  at fixed prices,  at  prevailing  market prices at the time of the
sale, at varying prices determined at the time of sale, or at negotiated prices.
These sales may be effected in transactions,  which may involve crosses or block
transactions,

      o     on any national  securities  exchange or quotation  service on which
            the securities may be listed or quoted at the time of sale;

      o     in the over-the-counter market;

      o     in  transactions  otherwise than on these exchanges or systems or in
            the over-the-counter market;

      o     through the writing of options,  whether  such options are listed on
            an options exchange or otherwise;

      o     ordinary  brokerage  transactions  and  transactions  in  which  the
            broker-dealer solicits purchasers;

      o     block  trades in which the  broker-dealer  will  attempt to sell the
            shares as agent but may  position  and resell a portion of the block
            as principal to facilitate the transaction;


                                      B-4
<PAGE>

      o     purchases  by  a  broker-dealer  as  principal  and  resale  by  the
            broker-dealer for its account;

      o     an  exchange  distribution  in  accordance  with  the  rules  of the
            applicable exchange;

      o     privately negotiated transactions;

      o     short sales;

      o     sales pursuant to Rule 144;

      o     broker-dealers  may agree with the  selling  stockholders  to sell a
            specified number of such shares at a stipulated price per share;

      o     a combination of any such methods of sale; and

      o     any other method permitted pursuant to applicable law.

      If the selling  stockholders effect such transactions by selling shares of
common  stock  to  or  through  underwriters,  broker-dealers  or  agents,  such
underwriters,  broker-dealers  or agents may receive  commissions in the form of
discounts,   concessions  or  commissions  from  the  selling   stockholders  or
commissions  from purchasers of the shares of common stock for whom they may act
as agent or to whom they may sell as principal (which discounts,  concessions or
commissions as to particular  underwriters,  broker-dealers  or agents may be in
excess of those customary in the types of transactions involved);  provided that
the commissions payable to, or discounts received by, any member of the National
Securities  Dealers  Association,  Inc.  shall not  exceed 8% of the sale of any
shares of common stock being registered pursuant to Rule 415. In connection with
sales of the shares of common stock or otherwise,  the selling  stockholders may
enter into hedging transactions with broker-dealers, which may in turn engage in
short sales of the shares of common  stock in the course of hedging in positions
they assume. The selling stockholders may also sell shares of common stock short
and deliver shares of common stock covered by this prospectus to close out short
positions and to return borrowed shares in connection with such short sales. The
selling  stockholders  may  also  loan or  pledge  shares  of  common  stock  to
broker-dealers that in turn may sell such shares.

      The selling  stockholders may pledge or grant a security  interest in some
or all of the  convertible  notes,  warrants or shares of common  stock owned by
them and, if they default in the performance of their secured  obligations,  the
pledgees or secured  parties may offer and sell the shares of common  stock from
time to time pursuant to this  prospectus  or any  amendment to this  prospectus
under Rule  424(b)(3) or other  applicable  provision of the  Securities  Act of
1933, as amended,  amending,  if necessary,  the list of selling stockholders to
include  the  pledgee,  transferee  or other  successors  in interest as selling
stockholders under this prospectus.  The selling  stockholders also may transfer
and donate the shares of common stock in other  circumstances  in which case the
transferees,  donees,  pledgees  or other  successors  in  interest  will be the
selling beneficial owners for purposes of this prospectus.


                                      B-5
<PAGE>

      The  selling  stockholders  and any  broker-dealers  or  agents  that  are
involved  in selling  the shares may be deemed to be  "underwriters"  within the
meaning of the Securities Act in connection with such sales. In such event,  any
commissions  received  by such  broker-dealers  or agents  and any profit on the
resale  of the  shares  purchased  by  them  may be  deemed  to be  underwriting
commissions or discounts under the Securities Act. Each Selling  Stockholder has
informed  the  Company  that it does not have any written or oral  agreement  or
understanding,  directly or indirectly, with any person to distribute the Common
Stock.  The maximum  commission or discount to be received by any NASD member or
independent  broker/dealer will not be greater than eight percent (8.0%) for the
sale of any securities  registered pursuant to this registration  statement.  At
the time a  particular  offering  of the  shares  of  common  stock  is made,  a
prospectus supplement, if required, will be distributed which will set forth the
aggregate  amount of shares of common  stock being  offered and the terms of the
offering,  including  the name or names of any broker  dealers  or  agents,  any
discounts,  commissions  and  other  terms  constituting  compensation  from the
selling  stockholder  and any discounts,  commissions or concessions  allowed or
reallowed or paid or broker dealers.

      Under the securities  laws of some states,  the shares of common stock may
be sold in such states only through  registered or licensed  brokers or dealers.
In  addition,  in some states the shares of common  stock may not be sold unless
such  shares  have been  registered  or  qualified  for sale in such state or an
exemption from registration or qualification is available and is complied with.

      There can be no assurance  that any selling  stockholder  will sell any or
all of the  shares of  common  stock  registered  pursuant  to the  registration
statement, of which this prospectus forms a part.

      The  selling  stockholders  and any  other  person  participating  in such
distribution will be subject to applicable provisions of the Securities Exchange
Act of 1934, as amended,  and the rules and regulations  thereunder,  including,
without limitation, Regulation M of the Exchange Act, which may limit the timing
of  purchases  and sales of any of the  shares of  common  stock by the  selling
stockholders and any other participating person.  Regulation M may also restrict
the ability of any person  engaged in the  distribution  of the shares of common
stock to engage in market-making activities with respect to the shares of common
stock. All of the foregoing may affect the marketability of the shares of common
stock and the  ability  of any  person  or  entity  to  engage in  market-making
activities in respect of the shares of common stock.

      We will pay all expenses of the registration of the shares of common stock
pursuant to the registration  rights agreements,  estimated to be $[ ] in total,
including,  without  limitation,  Securities and Exchange Commission filing fees
and expenses of compliance with state  securities or "blue sky" laws;  PROVIDED,
HOWEVER,  that a selling  stockholder  will pay all  underwriting  discounts and
selling commissions,  if any. We will indemnify the selling stockholders against
liabilities,  including some liabilities under the Securities Act, in accordance
with the registration  rights  agreements,  or the selling  stockholders will be
entitled to  contribution.  We may be  indemnified  by the selling  stockholders
against civil liabilities,  including liabilities under the Securities Act, that
may  arise  from  any  written  information  furnished  to  us  by  the  selling
stockholder  specifically  for use in this  prospectus,  in accordance  with the
related registration rights agreements, or we may be entitled to contribution.


                                      B-6
<PAGE>

      Once sold under the registration statement, of which this prospectus forms
a part,  the  shares of common  stock  will be freely  tradable  in the hands of
persons other than our affiliates.


                                      B-7
<PAGE>

                                                                       EXHIBIT C

                                    [SHELLCO]

                 SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

      The undersigned  beneficial owner of common stock (the "COMMON STOCK"), of
[ShellCo],   a  Delaware   corporation   (the  "COMPANY"),   (the   "REGISTRABLE
SECURITIES")  understands that the Company has filed or intends to file with the
Securities and Exchange  Commission (the "COMMISSION") a registration  statement
on [Form  S-3/SB-2]  (or such other form as the Company is eligible to use) (the
"REGISTRATION  STATEMENT") for the registration and resale under Rule 415 of the
Securities Act of 1933, as amended (the  "SECURITIES  ACT"),  of the Registrable
Securities,  in accordance with the terms of the Registration  Rights Agreement,
dated as of ________,  2006 (the  "REGISTRATION  RIGHTS  AGREEMENT"),  among the
Company  and  the  Buyers  named  therein.  A copy  of the  Registration  Rights
Agreement  is  available  from the Company upon request at the address set forth
below.  All  capitalized  terms not  otherwise  defined  herein  shall  have the
meanings ascribed thereto in the Registration Rights Agreement.

      Certain   legal   consequences   arise  from  being  named  as  a  selling
securityholder  in  the  Registration  Statement  and  the  related  prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel  regarding the consequences of being
named  or not  being  named  as a  selling  securityholder  in the  Registration
Statement and the related prospectus.

                                     NOTICE

      The  undersigned  beneficial  owner  (the  "SELLING   SECURITYHOLDER")  of
Registrable Securities hereby elects to include the Registrable Securities owned
by it and listed below in Item 3 (unless otherwise  specified under such Item 3)
in the Registration Statement.


                                      C-1
<PAGE>

The  undersigned  hereby  provides the following  information to the Company and
represents and warrants that such information is accurate:

                                  QUESTIONNAIRE

1.    NAME.

      (a)   Full Legal Name of Selling Securityholder

            --------------------------------------------------------------------

      (b)   Full Legal Name of Registered  Holder (if not the same as (a) above)
            through  which  Registrable  Securities  Listed  in Item 3 below are
            held:

            --------------------------------------------------------------------

      (c)   Full Legal Name of Natural  Control  Person  (which  means a natural
            person who directly or indirectly  alone or with others has power to
            vote or dispose of the securities covered by the questionnaire):

            --------------------------------------------------------------------

2. ADDRESS FOR NOTICES TO SELLING SECURITYHOLDER:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Telephone:
           ---------------------------------------------------------------------
Fax:
     ---------------------------------------------------------------------------
Contact Person:
                ----------------------------------------------------------------

3. BENEFICIAL OWNERSHIP OF REGISTRABLE SECURITIES:

      (a)   Type and Number of Registrable  Securities  beneficially  owned (not
            including the Registrable  Securities that are issuable  pursuant to
            the Purchase Agreement):

            --------------------------------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------


                                      C-2
<PAGE>

4. BROKER-DEALER STATUS:

      (a)   Are you a broker-dealer?

                             Yes |_|        No |_|

      (b)   If  "yes"  to  Section  4(a),  did  you  receive  your   Registrable
            Securities as compensation  for investment  banking  services to the
            Company.

                             Yes |_|        No |_|

      Note: If no,  the  Commission's  staff has  indicated  that you  should be
            identified as an underwriter in the Registration Statement.

      (c)   Are you an affiliate of a broker-dealer?

                             Yes |_|        No |_|

      (d)   If you are an affiliate of a broker-dealer,  do you certify that you
            bought  the  Registrable   Securities  in  the  ordinary  course  of
            business,  and  at  the  time  of the  purchase  of the  Registrable
            Securities to be resold,  you had no  agreements or  understandings,
            directly  or   indirectly,   with  any  person  to  distribute   the
            Registrable Securities?

                             Yes |_|        No |_|

      Note: If no,  the  Commission's  staff has  indicated  that you  should be
            identified as an underwriter in the Registration Statement.

5. BENEFICIAL  OWNERSHIP OF OTHER SECURITIES OF THE COMPANY OWNED BY THE SELLING
SECURITYHOLDER.

      EXCEPT  AS SET  FORTH  BELOW IN THIS  ITEM 5, THE  UNDERSIGNED  IS NOT THE
      BENEFICIAL OR REGISTERED OWNER OF ANY SECURITIES OF THE COMPANY OTHER THAN
      THE REGISTRABLE SECURITIES LISTED ABOVE IN ITEM 3.

      (a)   Type  and  Amount  of  Other  Securities  beneficially  owned by the
            Selling Securityholder:

            --------------------------------------------------------------------

            --------------------------------------------------------------------


                                      C-3
<PAGE>

6. RELATIONSHIPS WITH THE COMPANY:

      EXCEPT  AS  SET  FORTH  BELOW,  NEITHER  THE  UNDERSIGNED  NOR  ANY OF ITS
      AFFILIATES,  OFFICERS, DIRECTORS OR PRINCIPAL EQUITY HOLDERS (OWNERS OF 5%
      OF MORE OF THE EQUITY SECURITIES OF THE UNDERSIGNED) HAS HELD ANY POSITION
      OR OFFICE OR HAS HAD ANY OTHER MATERIAL  RELATIONSHIP WITH THE COMPANY (OR
      ITS PREDECESSORS OR AFFILIATES) DURING THE PAST THREE YEARS.

      State any exceptions here:

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      The undersigned  agrees to promptly notify the Company of any inaccuracies
or changes in the information  provided herein that may occur  subsequent to the
date hereof at any time while the Registration Statement remains effective.

      By signing  below,  the  undersigned  consents  to the  disclosure  of the
information  contained  herein  in its  answers  to  Items 1  through  6 and the
inclusion of such  information  in the  Registration  Statement  and the related
prospectus  and  any  amendments  or  supplements   thereto.   The   undersigned
understands  that  such  information  will  be  relied  upon by the  Company  in
connection with the preparation or amendment of the  Registration  Statement and
the related prospectus.

      IN WITNESS WHEREOF the  undersigned,  by authority duly given,  has caused
this Notice and  Questionnaire  to be executed and delivered either in person or
by its duly authorized agent.

Dated:                                 Beneficial Owner:
       ----------------------------                      -----------------------
                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:

PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED  NOTICE AND  QUESTIONNAIRE,  AND
RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:


                                      C-4