**Exhibit
      10.13**





**REGISTRATION
      RIGHTS AGREEMENT**





**REGISTRATION
      RIGHTS AGREEMENT** (this
“ **Agreement** ”),
      dated
      as of February 14, 2008, by and between Sonterra Resources, Inc. (f/k/a River
      Capital Group, Inc.), a Delaware corporation, with headquarters currently located
      at Suite
      312, 7 Reid Street, Hamilton Bermuda HM11, and to be located after the Exchange
      Closing Date at 300 East Sonterra Boulevard, Suite 1220, San Antonio, Texas
      78258, Texas (the “ **Company** ”),
      and
      The Longview Fund, L.P., a California limited partnership (“ **Buyer** ”).





**WHEREAS:**





A.  In
      connection with the Securities Exchange and Additional Note Purchase Agreement,
      by and between the parties hereto and dated as of August 3, 2007 (as amended
      by
      the February 2008 Amendment Agreement, dated February 14, 2008 by and between
      the parties hereto, and as may be further amended, modified, restated or
      supplemented and in effect from time to time, the “ **Securities
      Exchange Agreement** ”),
      the
      Company has agreed, upon the terms and subject to the conditions of the
      Securities Exchange Agreement, to issue at the Exchange Closing (as defined
      in
      the Securities Exchange Agreement) to the Buyer (i) senior secured notes of
      the
      Company, (ii) shares (the “ **New
      Common Shares** ”)
      of the
      Company’s common stock, $0.001 par value (the “ **Common
      Stock** ”),
      and
      (iii) a warrant to purchase shares of Common Stock (such warrant, together
      with
      any warrant issued in exchange or substitution therefor or replacement thereof,
      and as the same may be amended, restated or modified and in effect from time
      to
      time, the “ **Warrant** ”;
      and
      the shares of Common Stock issuable upon exercise of the Warrant being referred
      to herein as the “ **Warrant
      Shares** ”);





B.  Pursuant
      to the Securities Exchange 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 Buyer hereby agree as follows:





1.  **DEFINITIONS.**




As
      used
      in this Agreement, the following terms shall have the following
      meanings:




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




b.  **"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.









c.  **“Demand
      Registration Filing Deadline”** means
      the date that is thirty (30) days after delivery to the Company of a Demand
      Registration Request; provided, however, that in the case of a Demand
      Registration for an offering pursuant to Rule 415, the “Demand Registration
      Filing Deadline” shall mean the later of such date and the earliest date that
      the Company is permitted to file the Registration Statement by the
      SEC.




d.  **"Effectiveness
      Deadline"** means
      the Initial Effectiveness Deadline, an Additional Warrant Share Registration
      Effectiveness Deadline or a Demand Registration Effectiveness Deadline, as
      applicable.




e.  “ **Filing
      Deadline** ”
means
      the Initial Filing Deadline, an Additional Warrant Share Registration Filing
      Deadline or a Demand Registration Filing Deadline, as applicable.




f.  **"Initial
      Effectiveness Date"** means
      the
      date the Initial Registration Statement is declared effective by the SEC. ****




g.  **“Initial
      Effectiveness Deadline”** means
      the later of (i) the date that is 120 days after the Exchange Closing Date
      and
      (ii) the Initial Filing Date.




h.  **"Initial
      Filing Date"** means
      the date on which the Initial Registration Statement is filed with the
      SEC. ****




i.  **"Initial
      Filing Deadline"** means
      the date (such date, the “ **Target
      Date** ”)
      that
      is thirty (30) days after the Exchange Closing Date; provided, however that,
      if
      on the Exchange Closing Date the Warrant Registrable Securities are not then
      eligible for sale on a delayed or continuous basis by the Investors pursuant
      to
      Rule 415, the Initial filing Deadline shall be the later of (i) the Target
      Date
      and (ii) the earlier of (A) the date that is the tenth (10 th )
      Business Day following the date on which the Investors shall have delivered
      to
      the Company the information required by Item 508 of Regulation S-K under the
      Securities Act with respect to a plan of distribution for the Warrant
      Registrable Shares other than in accordance with Rule 415 and (B) the first
      date
      on which the Warrant Registrable Securities are eligible for sale on a delayed
      or continuous basis by the Investors pursuant to Rule 415.




j.  **"Initial
      Registration Statement"** means
      a
      registration statement or registration statements of the Company filed under
      the
      1933 Act pursuant to Section 2(a) hereof covering the Warrant Registrable
      Securities.




k.  “ **Investor** ”
means
      the Buyer, any transferee or assignee thereof to whom the Buyer assigns its
      rights under this Agreement and who agrees to become bound by the provisions
      of
      this Agreement in accordance with Section
      11 and any
      transferee or assignee thereof to whom a 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
      11 .




l.  **"Permitted
      Registration Amount"** means
      the lesser of (i) the number of Registrable Securities requested to be included
      in a Registration Statement for a Demand Registration or a Piggyback
      Registration, as applicable and (ii) the maximum number of Registrable
      Securities the Company is permitted to include in such Registration Statement
      by
      the SEC. ****




2




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.  “ **Person** ”
means
      an individual, a limited liability company, a partnership, a joint venture,
      a
      corporation, a trust, an unincorporated organization and a governmental or
      any
      department or agency thereof, or any other legal entity.




o.  **"Register,"
      "registered,"** and **"registration"** refer to
      a registration effected by preparing and filing one or more Registration
      Statements in compliance with the 1933 Act and the declaration or ordering
      of
      effectiveness of such Registration Statement(s) by the SEC.




p.  **"Registrable
      Securities"** means
      (i)
      the New Common Shares, (ii) the Warrant Shares issued or issuable upon exercise
      of the Warrant, (iii) any other shares of Common Stock held by Buyer on the
      date
      of this Agreement, or issuable upon exercise, exchange or conversion of any
      other securities held by Buyer on the date of this Agreement, (such shares,
      the
“ **Other
      Common Shares** ”),
      and
      (iv) any shares of capital stock of the Company issued or issuable with respect
      to the Warrant, the New Common Shares, the Warrant Shares or the Other Common
      Shares as a result of any stock split, stock dividend, recapitalization,
      exchange or similar event or otherwise provided, however, that any such
      Registrable Securities shall cease to be Registrable Securities when (A) a
      Registration Statement with respect to the sale of such securities becomes
      effective under the 1933 Act and such securities are disposed of in accordance
      with such Registration Statement, (B) such securities are sold in accordance
      with Rule 144 (as defined in Section 10) or (c) such securities become
      transferable without any restrictions in accordance with Rule 144(k) (or any
      successor provision).




q.  **"Registration
      Statement"** means a
      registration statement or registration statements of the Company filed under
      the
      1933 Act covering Registrable Securities.




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




s.  “ **Trading
      Day** ”
means
      any day on which the Common Stock is traded on the Principal Market; provided
      that “Trading Day” shall not include any day on which the Common Stock is
      scheduled to trade, or actually trades, on the Principal Market for less than
      4.5 hours.




t.  “ **Warrant
      Registrable Securities** ”
means
      (i) the Warrant Shares issued or issuable upon exercise of the Warrant and
      (ii)
      any shares of capital stock issued or issuable with respect to the Warrant
      or
      the Warrant Shares as a result of any stock split, stock dividend,
      recapitalization, exchange or similar event or otherwise; provided, however,
      that any such Warrant Registrable Securities shall cease to be Warrant
      Registrable Securities when (A) a Registration Statement with respect to the
      sale of such securities becomes effective under the 1933 Act and such securities
      are disposed of in accordance with such Registration Statement, (B) such
      securities are sold in accordance with Rule 144, or (C) such securities become
      transferable without any restrictions in accordance with Rule 144(k) (or any
      successor provision).




3




u.  “ **Principal
      Market** ”
means,
      with respect to the Common Stock, the OTC Bulletin Board; provided
      however ,
      that,
      if after the date of this Agreement the Common Stock is listed on a national
      securities exchange, “Principal Market” shall mean such national securities
      exchange; and, with respect to any other security, “Principal Market” means the
      principal securities exchange or trading market for such security.




v.  “ **Weighted
      Average Price** ”
means,
      for any security as of any date, the dollar volume-weighted average price for
      such security on its Principal Market during the period beginning at 9:30 a.m.
      New York City time (or such other time as its Principal Market publicly
      announces is the official open of trading) and ending at 4:00 p.m. New York
      City
      time (or such other time as its Principal Market publicly announces is the
      official close of trading) as reported by Bloomberg Financial Markets (or any
      successor thereto) (“ **Bloomberg** ”)
      through its “Volume at Price” functions, or if the foregoing does not apply, the
      dollar volume-weighted average price of such security in the over-the-counter
      market on the electronic bulletin board for such security during the period
      beginning at 9:30 a.m. New York City time (or such other time as such
      over-the-counter market publicly announces is the official open of trading),
      and
      ending at 4:00 p.m. New York City time (or such other time as such
      over-the-counter market publicly announces is the official close of trading)
      as
      reported by Bloomberg, or, if no dollar volume-weighted average price is
      reported for such security by Bloomberg for such hours, the average of the
      highest closing bid price and the lowest closing ask price of any of the market
      makers for such security as reported in the “pink sheets” by the National
      Quotation Bureau, Inc. If the Weighted Average Price cannot be calculated for
      such security on such date on any of the foregoing bases, the Weighted Average
      Price of such security on such date shall be the fair market value as mutually
      determined by the Company and the applicable Investor. If the Company and the
      applicable Investor are unable to agree upon the fair market value of the Common
      Stock, then such dispute shall be resolved by the Chicago office of an
      investment banking firm mutually agreeable to the applicable Investor and the
      Company. All such determinations shall be appropriately adjusted for any stock
      dividend, stock split, stock combination or other similar transaction during
      any
      period during which the Weighted Average Price is being determined.




Capitalized
      terms used herein and not otherwise defined herein shall have the respective
      meanings set forth in the Securities Exchange Agreement.





2.  **INITIAL
      MANDATORY REGISTRATION** **.**




a.  Initial
      Mandatory Registration .
      The
      Company shall prepare, and, as soon as practicable but in no event later than
      the Initial Filing Deadline, file with the SEC a Registration Statement on
      Form
      S-3 (subject to Section
      2(c) ),
      covering the resale of all of the Warrant Registrable Securities. The Initial
      Registration Statement prepared pursuant hereto shall register for resale at
      least that number of Warrant Registrable Securities equal to 100% of the number
      of Warrant Shares issued or issuable upon exercise of the Warrant as of the
      second Trading Day immediately preceding the date the Initial Registration
      Statement is initially filed with the SEC. The Company shall use its reasonable
      best **** efforts
      to have the Initial Registration Statement declared effective by the SEC as
      soon
      as practicable, but in no event later than the Initial Effectiveness Deadline.




4




b.  Allocation
      of Registrable Securities .
      The
      initial number of Warrant Registrable Securities included in the Initial
      Registration Statement (or any other Registration Statement filed pursuant
      to
      this Section
      2 )
      and
      each increase in the number of Warrant Registrable Securities included therein
      shall be allocated pro rata among the Investors based on the number of such
      Warrant Registrable Securities held by each Investor at the time such
      Registration Statement or increase thereof is declared effective by the SEC.
      In
      the event that an Investor sells or otherwise transfers any of such Investor’s
      Warrant Registrable Securities, each transferee shall be allocated a pro rata
      portion of the then remaining number of Warrant Registrable Securities included
      in such Registration Statement for such transferor. Any shares of Common Stock
      included in the Initial Registration Statement (or any other Registration
      Statement filed pursuant to this Section
      2 )
      and
      which remain allocated to any Person which ceases to hold any Warrant
      Registrable Securities covered by such Registration Statement shall be allocated
      to the remaining Investors, pro rata based on the number of Warrant Registrable
      Securities then held by such Investors which are covered by such Registration
      Statement. For purposes hereof, the number of Warrant Registrable Securities
      held by an Investor includes all Warrant Registrable Securities issuable upon
      the exercise of Warrants held by such Investor, without regard to any
      limitations on exercise of the Warrant. In no event shall the Company include
      any securities other than Registrable Securities in any Registration Statement
      filed pursuant to this Section
      2 .




c.  Ineligibility
      for Form S-3 .
      In the
      event that Form S-3 is not available for the registration of the resale of
      the
      Warrant Registrable Securities hereunder, the Company shall (i) register the
      Warrant Registrable Securities on Form S-1, Form SB-2 or another appropriate
      form reasonably acceptable to the holders of two-thirds of the Warrant
      Registrable Securities, and (ii) undertake to register the Warrant Registrable
      Securities on Form S-3 (by post-effective amendment to the existing Registration
      Statement or otherwise) 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
      Warrant Registrable Securities has been declared effective by the
      SEC.




d.  Sufficient
      Number of Shares Registered .
      In the
      event the number of shares available under the Initial Registration Statement
      filed pursuant to Section 2(a) (or any Registration Statement previously filed
      pursuant to this Section 2(d)) is insufficient to cover all of the Warrant
      Registrable Securities required to be covered by the Initial Registration
      Statement (or Registration Statement previously filed pursuant this Section
      2(d)) or an Investor’s allocated portion of such Warrant Registrable Securities
      pursuant to Section 2(b), the Company shall, as soon as practicable, but in
      any
      event not later than fifteen (15) days after the necessity therefor arises
      (an
“ **Additional
      Warrant Share Registration Filing Deadline** ”),
      amend
      the Initial Registration Statement, or file a new Registration Statement (on
      the
      short form available therefor, if applicable), or both, so as to register for
      resale at least that number of Warrant Registrable Securities equal to 100%
      of
      the number of Warrant Shares issued or issuable upon exercise of the Warrant
      as
      of the Trading Day immediately preceding the date of the filing of such
      amendment or new Registration Statement with the SEC. The Company shall use
      its
      reasonable best **** efforts
      to cause such amendment and/or new Registration Statement to become effective
      as
      soon as practicable following the filing thereof, but in any event not later
      than seventy-five (75) days following the filing thereof (an “ **Additional
      Warrant Share Registration Effectiveness Deadline** ”).
      For
      purposes of the foregoing provision, the number of shares available under the
      Initial Registration Statement (or any Registration Statement previously filed
      pursuant to this Section 2(d)) shall be deemed “insufficient to cover all of the
      Warrant Registrable Securities” if, as of any date of determination, the number
      of Warrant Registrable Securities equal to the number of Warrant Shares issued
      or issuable as of such time upon exercise of the Warrant is greater than the
      number of Warrant Registrable Securities available for resale under such
      Registration Statement.




5




e.  Effect
      of Failure to File and Obtain and Maintain Effectiveness of Mandatory
      Registration Statement .
      If (A)
      a Registration Statement covering Registrable Securities and required to be
      filed by the Company pursuant to Section
      2(a) or Section 2(d) is not
      (I) filed with the SEC on or before the applicable Filing Deadline or
      (II) declared effective by the SEC on or before the applicable
      Effectiveness Deadline, or (B) on any day after Registration Statement has
      been
      declared effective by the SEC sales of all the Registrable Securities required
      to be included on such Registration Statement cannot be made (other than during
      an Allowable Grace Period (as defined in Section
      5(t) )
      pursuant to such Registration Statement (including because of a failure to
      keep
      the such Registration Statement effective, to disclose such information as
      is
      necessary for sales to be made pursuant to such Registration Statement or to
      register sufficient shares of Common Stock, as determined in accordance with Section
      2(e) ,
      or
      because a post-effective amendment to such Registration Statement has been
      filed
      but not been declared effective), then, as partial relief for the damages to
      any
      holder of Warrants 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
      such holder an amount in cash equal to the product of (X) the total Aggregate
      Exercise Price (as defined in the Warrant) of the Warrant held by such holder,
      multiplied by (Y) the sum of (I) 0.02, if such Registration Statement is not
      filed by the applicable Filing Deadline, plus (II) 0.02, if such Registration
      Statement is not declared effective by the applicable Effectiveness Deadline,
      plus (III) the product of (I) 0.000667 multiplied by (II) the sum (without
      duplication) of (1) the number of days after the applicable Filing Deadline
      that
      such Registration Statement is not filed with the SEC, plus (2) the number
      of
      days after the applicable Effectiveness Deadline that such Registration
      Statement is not declared effective by the SEC, plus (3) the number of days
      after such Registration Statement has been declared effective by the SEC that
      such Registration Statement is not available (other than during an Allowable
      Grace Period) for the sale of at least all the Warrant Registrable Securities
      required to be included on such Warrant Registration Statement pursuant to
      this Section
      2 .
      The
      payments to which a holder shall be entitled pursuant to this Section
      2(e) are
      referred to herein as “ **Warrant
      Share Registration Delay Payments** .”
      Warrant Registration Delay Payments shall be paid on the earlier of (I) the
      last
      day of the calendar month during which such Warrant Registration Delay 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 Warrant Share Registration Delay Payments in a timely manner, such
      Warrant Registration Delay Payments shall bear interest, in each case until
      paid
      in full, at a rate equal to the lesser of (A) 2.0% per month (equivalent to
      a
      per annum rate of 24.0%), prorated for partial months, and (B) the highest
      lawful interest rate.




6




3.  **DEMAND
      REGISTRATION** **.**




a.  Long-Form
      Registrations .
      Subject
      to the terms of this Agreement, any Investors holding at least two-thirds (2/3)
      of the then-outstanding Registrable Securities may at any time following the
      Exchange Closing Date request (any such request, a “ **Long-Form
      Demand Registration Request** ”)
      registration of all or part of their Registrable Securities on Form S-1, Form
      SB-2 or any similar long-form registration. Within five (5) days after receipt
      of any request pursuant to this Section
      3(a), the
      Company will give written notice of such request to all other Investors holding
      Registrable Securities. The Company shall prepare, and, as soon as practicable
      but in no event later than the Demand Registration Filing Deadline, file with
      the SEC a Registration Statement, and the Company shall include in such
      registration all Registrable Securities with respect to which the Company has
      received written requests for inclusion within twenty (20) days after delivery
      of the Company’s notice; provided, however, that if at the time of issuance of
      such Long-Form Demand Registration Request, the Registrable Securities are
      eligible to be sold on a delayed or continuous basis pursuant to Rule 415 and
      the Demand Registration is for an offering pursuant to Rule 415, the Company
      shall not be required to include in such Demand Registration Statement a number
      of Registrable Securities in excess of the Permitted Registration Amount. All
      registrations requested pursuant to this Section
      3(a) are
      referred to herein as “ **Long-Form
      Demand Registrations** .”
The
      Company is obligated to effect no more than three (3) Long-Form Demand
      Registrations in any 12-month period.




b.  Short-Form
      Registrations .
      In
      addition to the Long-Form Registrations provided pursuant to Section
      3(a) ,
      at any
      time following the Exchange Closing Date that the Company is eligible to use
      a
      Form S-3 (or any similar short-form registration) for resale of Common Stock
      by
      selling security holders, Investors holding at least two-thirds (2/3) of the
      then-outstanding Registrable Securities may request (any such request, or any
      Long-Form Demand Registration Request, a “ **Demand
      Registration Request”)** registrations
      of all or part of their Registrable Securities on Form S-3 or any similar
      short-form registration (“ **Short-Form
      Demand Registrations** ”
and,
      together with the Long-Form Demand Registrations, “ **Demand
      Registrations** ”).
      Within five (5) Business Days after receipt of any request pursuant to this Section
      3(b) ,
      the
      Company will give written notice of such request to all other Investors holding
      Registrable Securities. The Company shall prepare, and, as soon as practicable
      but in no event later than the Demand Registration Filing Deadline, file with
      the SEC a Registration Statement, and the Company shall include in such
      Registration Statement all Registrable Securities with respect to which the
      Company has received written requests for inclusion within twenty (20) days
      after delivery of the Company’s notice; provided, however, that if the Demand
      Registration is for an offering pursuant to Rule 415, the Company shall not
      be
      required to include in such Demand Registration Statement a number of
      Registrable Securities in excess of the Permitted Registration Amount. Demand
      Registrations will be Short-Form Registrations whenever the Company is permitted
      to use Form S-3 or any applicable short form therefor. If a Short-Form
      Registration is to be an underwritten public offering, and if the underwriters
      for marketing or other reasons request the inclusion in the Registration
      Statement of information which is not required under the 1933 Act to be included
      in a Registration Statement on the applicable form for the Short-Form
      Registration, the Company will provide such information as may be reasonably
      requested for inclusion by the underwriters in the Short-Form Registration.
      The
      Company is not obligated to effect more than three (3) Short-Form Demand
      Registrations in any 12-month period.




7




c.  Filing
      Deadlines and Effectiveness Dates. The
      Company shall use its reasonable best **** efforts
      to have any Registration Statement filed pursuant to this Section 3 declared
      effective by the SEC as soon as practicable, but in no event later than the
      date
      which is seventy-five (75) days after the date such Registration Statement
      is
      initially filed with the SEC (the “ **Demand
      Registration Effectiveness Deadline** ”).




d.  Allocation
      and Priority of Registrable Securities in a Demand Registration .




i.  The
      Company will not include in any Demand Registration any securities which are
      not
      Registrable Securities without the prior written consent of the Investors
      holding securities representing at least two-thirds (2/3) of the Registrable
      Securities to be included in such Demand Registration. If a Demand Registration
      is for an offering pursuant to Rule 415 and the number of Registrable Securities
      required by the Investors to be included therein exceeds the Permitted
      Registration Amount, the initial number of Registrable Securities included
      in
      any Registration Statement in respect of such Demand Registration and each
      increase in the number of Registrable Securities included therein shall be
      allocated pro rata among the Investors holding Registrable Securities on the
      basis of the number of Registrable Securities owned by such Investors, with
      further successive pro rata allocations among the Investors if any such Investor
      has requested the registration of less than all of the Registrable Securities
      such Investor is entitled to register. 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 Demand Registration
      Statement and which remain allocated to any Person which ceases to hold any
      Registrable Securities covered by such Demand 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. For purposes hereof, the number of Registrable
      Securities held by an Investor includes all shares of Common Stock issuable
      upon
      exercise of Warrants (and upon conversion, exercise or exchange of other
      securities held by Buyer on the date of this Agreement) held by such Investor,
      with further successive pro rata allocations among the Investors if any such
      Investor has requested the registration of less than all of the Registrable
      Securities such Investor is entitled to register.




ii.  If
      a
      Demand Registration is an underwritten public offering and the managing
      underwriters advise the Company in writing that in their opinion the inclusion
      of the number of Registrable Securities and other securities requested to be
      included creates a substantial risk that the price per share of Common Stock
      will be reduced, the Company will include in such registration, prior to the
      inclusion of any securities which are not Registrable Securities, the number
      of
      Registrable Securities requested to be included which in the opinion of such
      underwriters can be sold without creating such a risk, pro rata among the
      respective Investors holding Registrable Securities on the basis of the number
      of Registrable Securities owned by such Investors, with further successive
      pro
      rata allocations among the Investors if any such Investor has requested the
      registration of less than all such Registrable Securities such Investor is
      entitled to register.




8




e.  Selection
      of Underwriters .
      The
      Investors holding at least two-thirds (2/3) of the Registrable Securities
      included in any Demand Registration shall have the right to elect that the
      Demand Registration shall be underwritten and, if so elected, to select the
      investment bank(s) and manager(s) to administer the offering, subject to the
      Company’s approval, which shall not be unreasonably withheld, conditioned or
      delayed.




f.  Effect
      of Failure to File and Obtain and Maintain Effectiveness of a Demand
      Registration Statement .
      If (i)
      a Registration Statement covering Registrable Securities and required to be
      filed by the Company pursuant to Section
      3(a )
      or Section
      3(b) of this
      Agreement is not (A) filed with the SEC on or before the applicable Filing
      Deadline or (B) declared effective by the SEC on or before the applicable
      Effectiveness Deadline, or (ii) on any day after any such Registration Statement
      has been declared effective by the SEC sales of all the Registrable Securities
      required to be included on such Registration Statement cannot be made (other
      than during an Allowable Grace Period (as defined in Section
      5(t) )
      pursuant to such Registration Statement (including because of a failure to
      keep
      such Registration Statement effective, to disclose such information as is
      necessary for sales to be made pursuant to such Registration Statement or to
      register sufficient shares of Common Stock, as determined in accordance with
      this Section
      3 ,
      or
      because a post-effective amendment to such Registration Statement has been
      filed
      but not been declared effective), then, as partial relief for the damages to
      any
      holder of Registrable Securities 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 such holder an amount in cash equal to the product of
      (i)
      the sum of (A) the total Aggregate Exercise Price (as defined in the Warrant)
      of
      the Warrant held by such holder, plus (B) the product of (I) the total number
      of
      New Common Shares and Other Common Shares held by such holder, multiplied by
      (II) the arithmetic average of the Weighted Average Price of the Common Stock
      on
      each of the five (5) consecutive Trading Days immediately preceding the Exchange
      Closing Date (subject to appropriate adjustment for any stock dividend, stock
      split, stock combination or other similar transaction occurring during such
      period) multiplied by (ii) the sum of (a) 0.02, if such Registration Statement
      is not filed by the applicable Filing Deadline, plus (b) 0.02, if such
      Registration Statement is not declared effective by the applicable Effectiveness
      Deadline, plus (c) the product of (X) 0.000667 multiplied by (Y) the sum
      (without duplication) of (1) the number of days after the applicable Filing
      Deadline that such Registration Statement is not filed with the SEC, plus (2)
      the number of days after the applicable Effectiveness Deadline that such
      Registration Statement is not declared effective by the SEC, plus (3) the number
      of days after such Registration Statement has been declared effective by the
      SEC
      that such Registration Statement is not available (other than during an
      Allowable Grace Period) for the sale of at least all the Registrable Securities
      required to be included on such Registration Statement pursuant to this Section
      3 .
      The
      payments to which a holder shall be entitled pursuant to this Section
      3(f) are
      referred to herein as “ **Demand
      Registration Delay Payments** .”
Demand
      Registration Delay Payments shall be paid on the earlier of (I) the last day
      of
      the calendar month during which such Demand Registration Delay Payments are
      incurred and (II) the third Business Day after the event or failure giving
      rise
      to the Demand Registration Delay Payments is cured. In the event the Company
      fails to make Demand Registration Delay Payments in a timely manner, such Demand
      Registration Delay Payments, shall bear interest, in each case until paid in
      full, at a rate equal to the lesser of (A) 2.0% per month (equivalent to a
      per
      annum rate of 24.0%), prorated for partial months, and (B) the highest lawful
      interest rate.




9




4.  **PIGGYBACK
      REGISTRATIONS** **.**




a.  Right
      to Piggyback .
      Whenever the Company proposes to register any of its securities under the 1933
      Act (other than pursuant to Section
      2 or 3 of the
      Agreement) in connection with a public offering of such securities for cash
      (other than a registration relating solely to the sale of securities to
      participants in a stock incentive plan of the Company, in their capacity as
      such) and the registration form to be used may be used for the registration
      of
      Registrable Securities (a “ **Piggyback
      Registration** ”),
      the
      Company will give prompt written notice (and in any event within five (5)
      Business Days after its receipt of notice of any exercise of demand registration
      rights other than under this Agreement), which notice shall describe the
      offering contemplated thereby, to all Investors of its intention to effect
      such
      a registration and will include in such registration all Registrable Securities
      held by any Investors (in accordance with the priorities set forth in Sections
      4(b) and 4(c) below)
      with respect to which the Company has received written requests for inclusion
      within twenty (20) days after the delivery of the Company’s notice; provided,
      however, that if the Piggyback Registration is for an offering pursuant to
      Rule
      415, the Company shall not be required to include in such Demand Registration
      Statement a number of Registrable Securities in excess of the Permitted
      Registration Amount.




b.  Allocation
      and Priority of Registrable Security in a Piggyback Registration .




i.  If
      the
      Registrable Securities are then eligible for sale on a delayed or continuous
      basis pursuant to Rule 415 and a Piggyback Registration is for an offering
      pursuant to Rule 415 and the number of Registrable Securities required by the
      Investors to be included therein exceeds the Permitted Registration Amount,
      the
      initial number of Registrable Securities included in any Registration Statement
      in respect of such Piggyback Registration and each increase in the number of
      Registrable Securities included therein shall be allocated pro rata among the
      Investors holding Registrable Securities on the basis of the number of
      Registrable Securities owned by such Investors, with further successive pro
      rata
      allocations among the Investors if any such Investor has requested the
      registration of less than all of the Registrable Securities such Investor is
      entitled to register. 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 Piggyback Registration Statement and which
      remain allocated to any Person which ceases to hold any Registrable Securities
      covered by such Piggyback 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. For
      purposes hereof, the number of Registrable Securities held by an Investor
      includes all shares of Common Stock issuable upon exercise of the Warrant (and
      upon conversion, exercise or exchange of other securities) held by such
      Investor.




ii.  If
      a
      Piggyback Registration is an underwritten primary registration on behalf of
      the
      Company and the managing underwriters advise the Company in writing that in
      their opinion the number of securities requested to be included in the
      registration creates a substantial risk that the price per share of Common
      Stock
      in the offering will be reduced, the Company will include in such registration first ,
      the
      securities that the Company proposes to sell, second ,
      the
      Registrable Securities requested to be included in such registration, pro rata
      among the Investor on the basis of the number of shares of Registrable
      Securities owned by the Investors, with further successive pro rata allocations
      among the Investors if any such Investor has requested the registration of
      less
      than all of the Registrable Securities such Investor is entitled to register,
      and third ,
      any
      other securities requested to be included in such registration.




10




iii.  Priority
      on Secondary Registrations .
      If a
      Piggyback Registration is an underwritten secondary registration on behalf
      of
      holders of the Company’s securities and the managing underwriters advise the
      Company in writing that in their opinion the number of securities requested
      to
      be included in the registration creates a substantial risk that the price per
      share of Common Stock in the offering will be reduced, the Company will include
      in such registration first ,
      the
      securities requested to be included therein by the holders requesting such
      registration and the Registrable Securities requested to be included in such
      registration, pro rata among the holders of such securities on the basis of
      the
      number of shares of Common Stock or Registrable Securities owned by such
      holders, with further successive pro rata allocations among such holders if
      any
      such holder has requested the registration of less than all of the Registrable
      Securities such holder is entitled to register, and second ,
      other
      securities requested to be included in such registration.




c.  Selection
      of Underwriters .
      In
      connection with any Piggyback Registration, (i) Investors holding at least
      two-thirds (2/3) of the Registrable Securities requested to be registered shall
      have the right to elect that such registration be underwritten and to select
      the
      managing underwriters (subject to the approval of the Company, which shall
      not
      be unreasonably withheld, conditioned or delayed) to administer any offering
      of
      the Company’s securities covered by Section
      5(b)(iii) ,
      and
      (ii) the Company shall have the right to select the managing underwriters
      (subject to the approval of Investors holding securities representing at least
      two-thirds (2/3) of the Registrable Securities requested to be registered,
      which
      shall not be unreasonably withheld, conditioned or delayed) to administer any
      offering of the Company’s securities covered by Section
      5(b)(ii) .




5.  **RELATED
      OBLIGATIONS** **.**




Whenever
      the Company is obligated to file a Registration Statement with the SEC pursuant
      to Section
      2 or Section
      3 ,
      the
      holders of Registrable Securities have requested that any Registrable Securities
      be registered pursuant to this Agreement, or the Company is otherwise obligated
      to file a Registration Statement pursuant to this Agreement, the Company shall
      use its reasonable 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 promptly prepare and file with the SEC a Registration Statement
      with respect to the applicable Registrable Securities (but in no event later
      than the Applicable Filing Deadline) and use its reasonable best efforts to
      cause such Registration Statement relating to the Registrable Securities to
      become effective as soon as practicable after such filing (but in no event
      later
      than the applicable Effectiveness Deadline). No later than the first Business
      Day after such Registration Statement becomes effective, the Company shall
      file
      with the SEC the final prospectus included therein pursuant to Rule 424 (or
      successor thereto) promulgated under the 1933 Act. The Company shall keep each
      Registration Statement effective pursuant to Rule 415 at all times until the
      earlier of (i) the date as of which the Investors may sell all of the
      Registrable Securities covered by such Registration Statement without
      restriction pursuant to Rule 144(k) (or successor thereto) promulgated under
      the
      1933 Act or (ii) the date on which the Investors shall have sold all the
      Registrable Securities covered by such Registration Statement to Persons that
      are not Investors (the “ **Registration
      Period** ”).
      Such
      Registration Statement (including any amendments or supplements thereto and
      any
      prospectuses (preliminary, final, summary or free writing) contained therein
      or
      related thereto 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 light of the circumstances in which they were
      made, not misleading. The term “reasonable best efforts” shall mean, among other
      things, that the Company shall submit to the SEC, within two (2) Business Days
      after the Company learns that no review of a particular Registration Statement
      will be made by the staff of the SEC or that the staff of the SEC has no further
      comments on the Registration Statement, as the case may be, a request for
      acceleration of effectiveness of such Registration Statement to a time and
      date
      not later than 48 hours after the submission of such request.




11




b.  The
      Company shall prepare and file with the SEC such amendments (including
      post-effective amendments) and supplements to a Registration Statement and
      the
      prospectus used in connection with such Registration Statement (which prospectus
      supplements shall be filed pursuant to Rule 424 (or successor thereto)
      promulgated under the 1933 Act) as may be necessary to keep such Registration
      Statement effective at all times during the Registration Period, and, during
      such period, comply with the provisions of the 1933 Act with respect to the
      disposition of all Registrable Securities of the Company covered by such
      Registration Statement 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 any amendment or supplement to a Registration
      Statement or prospectus that is required to be filed pursuant to this Agreement
      (including pursuant to this Section 5(b)) by reason of the Company filing a
      report under the 1934 Act, the Company shall have incorporated such report
      by
      reference into such Registration Statement, if applicable and permitted by
      law,
      or shall file such amendments or supplements with the SEC on the same day.
      The
      Company shall use its reasonable best efforts to cause any post-effective
      amendment to a Registration Statement to become effective as soon as practicable
      after such filing. No later than the first Business Day after a post-effective
      amendment to a Registration Statement becomes effective, the Company shall
      file
      with the SEC the final prospectus included therein pursuant to Rule 424 (or
      successor thereto) promulgated under the 1933 Act.




c.  The
      Investors holding securities representing at least two-thirds, (2/3) of the
      Registrable Securities to be included in any Registration Statement shall have
      the right to select one legal counsel to review such Registration Statements
      (“Legal Counsel”), which shall be Katten Muchin Rosenman LLP or such other
      counsel as thereafter designated by the holders of at least two-thirds (2/3)
      of
      the Registrable Securities to be included in such Registration Statement. The
      Company shall reasonably cooperate with Legal Counsel in performing the
      Company’s obligations under this Agreement. Without limiting the foregoing, the
      Company shall (A) permit Legal Counsel to review and comment upon (i) the
      Initial Registration Statement or Registration Statement with respect to a
      Long
      Form Registration, at least five (5) Business Days prior to its filing with
      the
      SEC, (ii) any Registration Statement with respect of a Short-Form Registration,
      at least three (3) Business Days prior to its filing with the SEC, and (iii)
      all
      other Registration Statements and all amendments and supplements to all
      Registration Statements, within a reasonable number of days prior to their
      filing with the SEC, and (B) not file any document, registration statement,
      amendment or supplement described in the foregoing clause (A) 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 any amendment
      or supplement thereto without providing prior notice thereof to Legal Counsel
      and each Investor. The Company shall furnish to Legal Counsel, without charge,
      (i) promptly after the same is prepared and filed with the SEC, one copy of
      any
      Registration Statement and any amendment(s) thereto, including financial
      statements and schedules, all documents incorporated therein by reference and
      all exhibits and (ii) upon the effectiveness of any Registration Statement,
      one
      copy of the prospectus included in such 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
      5 .




12




d.  The
      Company shall furnish to each Investor whose Registrable Securities are included
      in any Registration Statement, without charge, (i) promptly after the same
      is
      prepared and filed with the SEC, at least one copy of such Registration
      Statement and any amendment(s) thereto, including financial statements and
      schedules, all documents incorporated therein by reference that have not been
      filed via EDGAR, all exhibits and each preliminary prospectus, (ii) upon the
      effectiveness of any Registration Statement, at least one copy of the prospectus
      included in such Registration 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 prospectus (preliminary,
      final, summary or free writing), 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 reasonable best efforts to (i) register and qualify,
      unless an exemption from registration and qualification applies, the resale
      by
      the Investors of the Registrable Securities covered by a Registration Statement
      under the securities or “blue sky” laws of all the states of the United States
      and any other jurisdiction reasonably requested by any Investor, (ii) prepare
      and file in those jurisdictions, such amendments (including post-effective
      amendments) and supplements to such registrations and qualifications as may
      be
      necessary to maintain the effectiveness thereof during the Registration Period,
      (iii) take such other actions as may be necessary to maintain such registrations
      and qualifications in effect at all times during the Registration Period, and
      (iv) take all other actions reasonably necessary or advisable to qualify the
      Registrable Securities for sale in such jurisdictions; provided , however ,
      that
      the Company shall not be required in connection therewith or as a condition
      thereto to (x) qualify to do business in any jurisdiction where it would not
      otherwise be required to qualify but for this Section
      5(e) or (y)
      subject itself to general taxation 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 with respect to 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 or its receipt
      of actual notice of the initiation or threatening of any proceeding for such
      purpose.




13




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 any prospectus included in, or relating to, a Registration
      Statement, as then in effect, includes an untrue statement of a material fact
      or
      omission to state a material fact required to be stated therein or necessary
      to
      make the statements therein, in 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 promptly prepare and file with the SEC
      a
      supplement or amendment to such Registration Statement to correct such untrue
      statement or omission, and deliver at least one copy of such supplement or
      amendment to Legal Counsel and each Investor. 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 any post-effective amendment has become effective
      (notification of such effectiveness shall be delivered to Legal Counsel and
      each
      Investor by facsimile on the same day of such effectiveness and by overnight
      mail), (ii) of any request by the SEC for amendments or supplements to a
      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 would be appropriate.




g.  The
      Company shall use its reasonable best efforts to prevent the issuance of any
      stop order or other suspension of effectiveness of a Registration Statement,
      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 actual notice of the initiation or threat of any proceeding
      for such purpose.




h.  At
      the
      reasonable request (in the context of the securities laws) of any Investor,
      or
      in the case of an underwritten offering upon the request of any underwriter,
      the
      Company shall furnish to such Investor or underwriter, as the case may be,
      on
      the date of the effectiveness of the Registration Statement and thereafter
      from
      time to time on such dates as such Investor or underwriter may reasonably
      request (i) a “comfort letter,” dated such date, from the Company’s independent
      registered certified public accountants in form and substance as is customarily
      given by registered independent registered certified public accountants to
      underwriters in an underwritten public offering, addressed to the Investors
      and
      any underwriters (or if such accountants are prohibited by generally accepted
      auditing standards from issuing such a “comfort letter” to an Investor, the
      Company shall furnish to such Investor an “agreed upon procedures” letter
      covering the same matters to the greatest extent possible, and otherwise in
      customary form and substance), and (ii) an opinion, dated as of such date,
      of
      counsel representing the Company for purposes of such Registration Statement,
      in
      form, scope and substance as is customarily given to underwriters in an
      underwritten public offering, addressed to such Investor or underwriter, as
      the
      case may be.




i.  At
      the
      reasonable request (in the context of the securities laws) of any Investor
      or,
      in the case of an underwritten offering, upon the request of any underwriter,
      the Company shall make available for inspection during regular business hours
      by
      (i) any Investor, (ii) Legal Counsel and (iii) one firm of accountants or
      other agents retained by the Investors (collectively, the “ **Inspectors** ”),
      and
      in the case of an underwritten offering by any underwriter 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 such Inspector or underwriter, as the
      case may be, and cause the Company’s officers, directors and employees to supply
      all information that any Inspector or underwriter may reasonably request; provided , however ,
      that
      each Inspector shall agree to hold in strict confidence and shall not make
      any
      disclosure (except to an Investor or underwriter) or use of any Record or other
      information that 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 subpoena or other order from
      a
      court or government body of competent jurisdiction, or (c) the information
      in
      such Records has been made generally available to the public other than by
      disclosure in violation of this or any other agreement 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 any other confidentiality agreement between
      the
      Company and any Investor) shall be deemed to limit the Investor’s ability to
      sell Registrable Securities in a manner that is otherwise consistent with
      applicable laws and regulations, provided that such Investor receiving
      information pursuant to this Section
      5(i) complies
      with its confidentiality obligations pursuant to this Section
      5(i) .




14




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, (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 reasonable best efforts to (i) cause all the Registrable
      Securities covered by a Registration Statement to be listed on each securities
      exchange or trading market on which securities of the same class or series
      issued by the Company are listed, and (ii) without limiting the generality
      of the foregoing, arrange for at least three market makers to register with
      the
      National Association of Securities Dealers, Inc. (the “ **NASD** ”)
      as
      such with respect to such Registrable Securities. The Company shall pay all
      fees
      and expenses in connection with satisfying its obligation under this Section
      5(k) .




l.  The
      Company shall cooperate with the Investors who hold Registrable Securities
      being
      offered and the underwriters, if any, and, to the extent applicable, facilitate
      the timely preparation and delivery of certificates (not bearing any restrictive
      legend) representing the Registrable Securities to be offered pursuant to a
      Registration Statement and enable such certificates to be in such denominations
      or amounts, as the case may be, as the Investors may reasonably request and
      registered in such names as the Investors may request.




15




m.  The
      Company shall provide a transfer agent and registrar of all such Registrable
      Securities not later than the effective date of the applicable Registration
      Statement.




n.  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 such Investor requests to be included therein relating to the
      sale and distribution of Registrable Securities, including information with
      respect to such Investor, 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 if
      reasonably requested by an Investor.




o.  The
      Company shall use its reasonable best efforts to cause the Registrable
      Securities covered by the applicable Registration Statement to be registered
      with or approved by such other governmental agencies or authorities in the
      United States as may be necessary to consummate the disposition of such
      Registrable Securities.




p.  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 the provisions
      of
      Rule 158 under the 1933 Act) covering a 12-month period beginning not later
      than
      the first day of the Company’s fiscal quarter next following the effective date
      of a Registration Statement.




q.  The
      Company shall otherwise use its reasonable best **** efforts
      to comply with all applicable rules and regulations of the SEC in connection
      with any registration hereunder.




r.  Within
      one (1) Business Day after a Registration Statement that covers applicable
      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)
      confirmation that such Registration Statement has been declared effective by
      the
      SEC in substantially the form attached hereto as Exhibit
      A ,
      provided that if the Company changes its transfer agent, it shall immediately
      deliver any previously delivered notices under this Section 5(r) and any
      subsequent notices to such new transfer agent.




s.  To
      the
      extent not made by the underwriters in the case of an underwritten offering,
      the
      Company shall make such filings with the NASD, pursuant to NASD Rule 2710 or
      otherwise (including providing all required information and paying required
      fees
      thereto), as and when requested by any Investor, or in the case of an
      underwritten offering, by any underwriter, and make all other filings and take
      all other actions reasonably necessary to expedite and facilitate the
      disposition by the Investors of Registrable Securities pursuant to a
      Registration Statement, including promptly responding to any comments received
      from the NASD.




16




t.  Notwithstanding
      anything to the contrary in Section 5(f), at any time after the applicable
      Registration Statement has been declared effective by the SEC, 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 not, 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
      (provided that in each notice the Company shall 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 (A) no Grace Period
      shall exceed fifteen (15) consecutive days, (B) during any 365 day period such
      Grace Periods shall not exceed an aggregate of thirty (30) days and (C) the
      first day of any Grace Period must be at least ten (10) Trading Days after
      the
      last day of any prior Grace Period (a Grace Period that satisfies all of the
      requirements of this Section 5(t) being referred to as 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
      receive the notice referred to in clause (ii) and the date referred to in such
      notice. The provisions of Section 5(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 provisions of the first sentence
      of Section 5(f) with respect to the information giving rise thereto unless
      such
      material non-public information is no longer applicable.




u.  The
      Company shall not register any of its securities for sale for its own account
      (other than for issuance to employees, directors and consultants, of the Company
      under an employee benefit plan or for issuance in a business combination
      transaction), except pursuant to a firm commitment underwritten offering. Except
      pursuant to this Agreement, the Company shall not file any Registration
      Statement (other than on Form S-8) with the SEC prior to the date that the
      Initial Registration Statement is declared effective by the SEC.




v.  The
      Company shall enter into such customary agreements (including, in the case
      of
      underwritten offering, an underwriting agreement) and take such other actions
      as
      the any of the Investors or underwriters, if any, may reasonably request in
      order to expedite and facilitate the disposition of the Registrable Securities
      and any other securities covered by a Registration Statement.




6.  **OBLIGATIONS
      OF THE INVESTORS** **.**




a.  At
      least
      seven (7) Business Days prior to the first anticipated filing date of a
      Registration Statement and at lease five (5) Business Days prior to the filing
      of any amendment or supplement Registration Statement, the Company shall notify
      each Investor in writing of the information, if any, 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, with respect
      to an amendment or a supplement, if such Investor’s Registrable Securities are
      included in such Registration Statement (each an “ **Information
      Request** ”).
      Provided that the Company shall have complied with its obligations set forth
      in
      the preceding sentence, it shall be a condition precedent to the obligations
      of
      the Company to complete the registration pursuant to this Agreement with respect
      to the Registrable Securities of a particular Investor that such Investor shall
      furnish to the Company, in response to an Information Request, such information
      regarding itself, the Registrable Securities held by it and the intended method
      of disposition of the Registrable Securities held by it as shall be reasonably
      required to effect the registration of such Registrable Securities and shall
      execute such documents in connection with such registration as the Company
      may
      reasonably request.




17




b.  Each
      Investor agrees to cooperate with the Company as reasonably requested by the
      Company in connection with the preparation and filing of any Registration
      Statement in which any Registrable Securities held by such Investors are being
      included.




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
      5(g) or the
      first sentence of Section
      5(f) or
      written notice from the Company of an Allowable Grace Period, such Investor
      will
      promptly discontinue disposition of Registrable Securities pursuant to any
      Registration Statement(s) covering such Registrable Securities until such
      Investor’s receipt of the copies of the supplemented or amended prospectus
      contemplated by Section
      5(g) or the
      first sentence of Section
      5(f) or
      receipt of notice that no supplement or amendment is required or that the
      Allowable Grace Period has ended. Notwithstanding anything 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 Exchange Agreement in connection with any sale of Registrable
      Securities with respect to which an Investor provides reasonable evidence that
      such Investor has entered into a contract for sale prior to the Investor’s
      receipt of a notice from the Company of the happening of any event of the kind
      described in Section
      5(g) or the
      first sentence of Section
      5(f) and for
      which the Investor has not yet settled.




7.  **EXPENSES
      OF REGISTRATION** **.**




All
      reasonable expenses, other than underwriting discounts and commissions, incurred
      in connection with registrations, filings or qualifications pursuant to Sections
      2, 3, 4 and 5 ,
      including 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
      reasonable fees and disbursements of Legal Counsel in connection with
      registration, filing or qualification pursuant to Sections
      2, 3, 4 and 5 ,
      of this
      Agreement.




18




8.  **INDEMNIFICATION** **.**




In
      the
      event any Registrable Securities are included in a Registration Statement under
      this Agreement:




a.  To
      the
      fullest extent permitted by law, the Company will, and hereby does, indemnify,
      hold harmless and defend each Investor and any underwriter, and the directors,
      officers, partners, members, managers, employees, agents, representatives of,
      and each Person, if any, who controls any Investor or underwriter 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
      authority, or body (including the SEC or any state securities commission,
      authority or self-regulatory organization, in the United States or anywhere
      else
      in the world), 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 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, final, summary or free writing prospectus (as amended or
      supplemented, if the Company files any amendment thereof or supplement thereto
      with the SEC) or the omission or alleged omission to state therein any material
      fact necessary to make the statements made therein, in light of the
      circumstances under which the statements therein were made, not misleading,
      (iii) any violation or alleged violation by the Company of the 1933 Act, the
      1934 Act, any other law, including 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 (iv) any material violation
      of this Agreement by the Company (the matters in the foregoing clauses (i)
      through (iv) being, collectively, “ **Violations** ”).
      Subject to Section
      8(c) ,
      the
      Company shall reimburse the Indemnified Persons, promptly as such expenses
      are
      incurred and are due and payable, for any 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
      8(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 any such amendment thereof or supplement thereto
      if
      such prospectus (or amendment or supplement thereto) was timely filed with
      the
      SEC and furnished by the Company to such Investor pursuant to Section
      5(d) ,
      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, conditioned 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 11.




19




b.  In
      connection with any Registration Statement 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
      8(a) ,
      the
      Company, each of its directors, each of its officers who signs the Registration
      Statement, 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;
      and,
      subject to Section
      8(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
      8(b) and the
      agreement with respect to contribution contained in Section
      9 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, conditioned or delayed; provided , further , however ,
      that
      the aggregate liability of the Investor in connection with any Violation shall
      not exceed the net proceeds to such Investor as a result of the sale of
      Registrable Securities pursuant to the Registration Statement giving rise to
      such Claim. 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 any transfer of the Registrable Securities by an Investor pursuant
      to Section
      11 .




c.  Promptly
      after receipt by an Indemnified Person or Indemnified Party under this Section
      8 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
      8 ,
      deliver
      to the indemnifying party a written notice of the commencement thereof, and
      the
      indemnifying party shall have the right to participate in, and, to the extent
      the indemnifying party so desires, jointly with any other indemnifying party
      similarly noticed, to assume control of the defense thereof with counsel
      mutually satisfactory to the indemnifying party and the Indemnified Person
      or
      the Indemnified Party, as the case may be. In any such proceeding, any
      Indemnified Person or Indemnified Party may retain its own counsel, but, except
      as provided in the following sentence, the fees and expenses of that counsel
      will be at the expense of that Indemnified Person or Indemnified Party, as
      the
      case may be, unless (i) the indemnifying party and the Indemnified Person or
      Indemnified Party, as applicable, shall have mutually agreed to the retention
      of
      that counsel, (ii) the indemnifying party does not assume the defense of such
      proceeding in a timely manner or (iii) in the reasonable opinion of counsel
      retained by the Indemnified Person or Indemnified Party, the representation
      by
      such counsel for the Indemnified Person or Indemnified Party and the
      indemnifying party would be inappropriate due to actual or potential differing
      interests between such Indemnified Person or Indemnified Party and any other
      party represented by such counsel in such proceeding. The Company shall pay
      reasonable fees for up to one separate legal counsel (plus local counsel) for
      the Investors, and such legal counsel shall be selected by the Investors holding
      at least two-thirds (2/3) in interest of the Registrable Securities included
      in
      the Registration Statement to which the Claim relates. The indemnifying party
      shall keep the Indemnified Party or Indemnified Person fully apprised at all
      times as to the status of the defense or any settlement negotiations with
      respect thereto. 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 with respect to any pending or
      threatened action or claim in respect of which indemnification or contribution
      may be or has been sought hereunder (whether or not the Indemnified Party or
      Indemnified Person is an actual or potential party to such action or claim)
      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 with respect to 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
      8 ,
      except
      to the extent that the indemnifying party is prejudiced in its ability to defend
      such action.




20




d.  The
      indemnification required by this Section
      8 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.




9.  **CONTRIBUTION** **.**




To
      the
      extent any indemnification by an indemnifying party is prohibited or limited
      by
      law, the indemnifying party agrees to make the maximum contribution with respect
      to any amounts for which it would otherwise be liable under Section 8 to the
      fullest extent permitted by law; provided , however ,
      that:
      (i) no Person involved in the sale of Registrable Securities who 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 to an amount equal to the net amount of proceeds
      received by such seller from the sale of such Registrable Securities pursuant
      to
      the Registration Statement giving rise to such action or claim for
      indemnification less the amount of any damages that such seller has otherwise
      been required to pay in connection with such sale.




10.  **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;




21




b.  file
      with
      the SEC in a timely manner all reports and other documents required of the
      Company under the 1934 Act so long as the Company remains subject to such
      requirements (it being understood that nothing herein shall limit the Company’s
      obligations under Section 4(c) of the Securities Exchange Agreement) and the
      filing of such reports and other documents is required for the applicable
      provisions of Rule 144; and




c.  furnish
      to each Investor so long as such Investor owns Registrable Securities, promptly
      upon request, (i) a written statement by the Company that it has complied with
      the reporting requirements of Rule 144 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 (or information regarding the locations
      thereof on the SEC’s EDGAR filing system), and (iii) such other information as
      may be reasonably requested to permit the Investors to sell such securities
      pursuant to Rule 144 without registration.




11.  **ASSIGNMENT
      OF REGISTRATION RIGHTS** **.**




The
      rights under this Agreement shall be automatically assignable by the Investors
      to any transferee or assignee of all or any portion of Registrable Securities
      if: (i) the Investor agrees in writing with the transferee or assignee to assign
      such rights, and a copy of such agreement is furnished to the Company within
      a
      reasonable time after such transfer or assignment; (ii) the Company is, within
      a
      reasonable time after such transfer or assignment, furnished with written notice
      of (a) the name and address of such transferee or assignee, and (b) the
      securities with respect to which such registration rights are being transferred
      or assigned; (iii) 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
      Exchange Agreement.




12.  **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 Investors
      who
      then hold at least two-thirds (2/3) of the Registrable Securities. 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.




13.  **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 with
      respect to the same Registrable Securities, the Company shall act upon the
      basis
      of instructions, notice or election received from the registered owner of such
      Registrable Securities.




22




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; (ii) upon
      receipt, when sent by facsimile (provided confirmation of transmission is
      mechanically or electronically generated and kept on file by the sending party);
      or (iii) one (1) Business Day after deposit with a nationally recognized
      overnight delivery service, in each case properly addressed to the party to
      receive the same. The addresses and facsimile numbers for such communications
      shall be:




If
      to the
      Company:





Sonterra
      Resources, Inc.


300
      East
      Sonterra Boulevard, Suite 1220


San
      Antonio, Texas 78258


Facsimile:
      210-545-3317


Attention:
      Michael J. Pawelek




With
      a
      copy to:





Thompson
      & Knight


333
      Clay
      Street, Suite 3300


Houston,
      Texas 77002


Facsimile:
      832-397-8110


Attention:
      Dallas Parker, Esq.





If
      to
      Buyer:





The
      Longview Fund, L.P.


c/o
      Viking Asset Management, LLC


600
      Montgomery Street, 44th Floor


San
      Francisco, CA 94111


Facsimile:
      415-981-5301


Attention:
      Michael Rudolph


With
      a
      copy to:


c/o
      Viking Asset Management, LLC


10
      Glenville Street, 3rd Floor


Greenwich,
      Connecticut 06831


Attention:
      Robert J. Brantman


Facsimile:
      646-840-4958


And
      with
      a copy to:


Katten
      Muchin Rosenman LLP


525
      W.
      Monroe Street


Chicago,
      Illinois 60661-3693


Attention:
      Mark D. Wood, Esq.


Facsimile:
      312-902-1061




23


If
      to
      Legal Counsel, to Katten Muchin Rosenman LLP as set forth above.





Or,
      in
      the case of a Buyer or other party named above, 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 at least five
      (5) days prior to the effectiveness of such change.




If
      to an
      Investor (other than the Buyer), to such Investor at the address and/or
      facsimile number reflected in the records or the Company.




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 deposit with a nationally recognized overnight
      delivery service in accordance with clause (i), (ii) or (iii) above,
      respectively. Notwithstanding the foregoing, the Company or its counsel may
      transmit versions of any Registration Statement (or any amendments or
      supplements thereto) to Legal Counsel in satisfaction of its obligations under Section
      5(c) to
      permit Legal Counsel to review such Registration Statement prior to filing
      (and
      solely for such purpose) by email to mark.wood@kattenlaw.com (or such other
      e-mail address as has been provided for such purpose by Legal Counsel) and
      provided that delivery and receipt of such transmission shall be confirmed
      by
      electronic, telephonic or other means.




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, 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 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 by
      registered or certified mail, return receipt requested, or by deposit with
      a
      nationally recognized overnight delivery service, 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. 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.




24




e.  This
      Agreement and the other Transaction Documents constitute the entire agreement
      among the parties hereto with respect to the subject matter hereof and thereof.
      There are no restrictions, promises, warranties or undertakings, other than
      those set forth or referred to herein and therein. This Agreement and the other
      Transaction Documents supersede all prior agreements and understandings among
      the parties hereto with respect to the subject matter hereof and
      thereof.




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
      limit or otherwise affect the meaning hereof.




h.  This
      Agreement and any amendments hereto may be executed and delivered in one or
      more
      counterparts, and by the different parties hereto in separate counterparts,
      each
      of which when executed shall be deemed to be an original, but all of which
      taken
      together shall constitute one and the same agreement, and shall become effective
      when counterparts have been signed by each party hereto and delivered to the
      other parties hereto, it being understood that all parties need not sign the
      same counterpart. In the event that any signature to this Agreement or any
      amendment hereto is delivered by facsimile transmission or by e-mail delivery
      of
      a “.pdf” format data file, such signature shall create a valid and binding
      obligation of the party executing (or on whose behalf such signature is
      executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof. No party hereto shall raise the use
      of
      a facsimile machine or e-mail delivery of a “.pdf” format data file to deliver a
      signature to this Agreement or any amendment hereto or the fact that such
      signature was transmitted or communicated through the use of a facsimile machine
      or e-mail delivery of a “.pdf” format data file as a defense to the formation or
      enforceability of a contract and each party hereto forever waives any such
      defense.




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 the other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.




j.  All
      consents and other determinations to be made by the Investors pursuant to this
      Agreement shall be made, unless otherwise specified in this Agreement, by
      Investors holding at least two-thirds (2/3) of the Registrable Securities,
      determined as if the Warrant (any other securities exercisable or exchangeable
      for, or convertible into Registrable Securities) then outstanding have been
      converted into or exercised or exchanged for Registrable Securities, without
      regard to any limitations on the exercise of the Warrants (or any such other
      securities). Any consent or other determination approved by Investors as
      provided in the immediately preceding sentence shall be binding on all
      Investors.




25




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.  Each
      Buyer and each holder of the Securities shall have all rights and remedies
      set
      forth in the Transaction Documents and all rights and remedies that such Buyers
      and holders have been granted at any time under any other agreement or contract
      and all of the rights that such Buyers and holders have under any law. Any
      Person having any rights under any provision of this Agreement shall be entitled
      to enforce such rights specifically (without posting a bond or other security
      or
      proving actual damages), to recover damages by reason of any breach of any
      provision of this Agreement and to exercise all other rights granted by law
      or
      in equity.




m.  This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns and, to the extent provided in Sections 8(a)
      and 8(b) hereof, each Investor, any underwriter, and the directors, officers,
      partners, members, managers, employees, agents, representatives of, and each
      Person, if any, who controls any Investor or underwriter within the meaning
      of
      the 1933 Act or the 1934 Act and each of the Company’s directors, each of the
      Company’s officers who signs the Registration Statement, and each Person, if
      any, who controls the Company within the meaning of the 1933 Act or the 1934
      Act, and is not for the benefit of, nor may any provision hereof be enforced
      by,
      any other Person.




n.  The
      Company shall not grant any Person any registration rights with respect to
      shares of Common Stock or any other securities of the Company other than
      registration rights that will not adversely affect the rights of the Investors
      hereunder (including by limiting in any way the number of Registrable Securities
      that could be included in any Registration Statement pursuant to Rule 415)
      and
      shall not otherwise enter into any agreement that is inconsistent with the
      rights granted to the Investors hereunder.




o.  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-à-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 with respect to such
      obligations or the transactions contemplated herein.




p.  Unless
      the context otherwise requires, (a) all references to Sections, Schedules or
      Exhibits are to Sections, Schedules or Exhibits contained in or attached to
      this
      Agreement, (b) words in the singular or plural include the singular and plural
      and pronouns stated in either the masculine, the feminine or neuter gender
      shall
      include the masculine, feminine and neuter and (c) the use of the word
“including” in this Agreement shall be by way of example rather than
      limitation.




***
      * * * * ***





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**IN
      WITNESS WHEREOF,** the
      parties have caused this Registration Rights Agreement to be duly executed
      as of
      day and year first above written.




COMPANY:
            
            
            BUYER:**SONTERRA
                RESOURCES, INC.**
              (f/k/a
                River Capital Group, Inc.)
            
            
            **THE
              LONGVIEW FUND, L.P.**By:
                Viking Asset Management, LLCIts:
                Investment AdviserBy: 
              /s/ Howard Taylor
            
            
            By: 
              /s/ S. Michael RudolphName:Howard Taylor
            
            
            Name:S.
              Michael RudolphTitle:   
              Chief
              Executive Officer
            
            
            Title:Chief
              Financial Officer







**[Signature
      Page to Registration Rights Agreement]**




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**EXHIBIT
      A**


**FORM
      OF NOTICE OF EFFECTIVENESS**


**OF
      REGISTRATION STATEMENT**





**[TRANSFER
      AGENT]**


**Attn:**





**Re:**  **Sonterra
      Resources, Inc.**





Ladies
      and Gentlemen:





We
      are
      counsel to Sonterra Resources, Inc., a Delaware corporation (the “ **Company** ”),
      and
      have represented the Company in connection with that certain Securities Exchange
      Agreement (the “ **Purchase
      Agreement** ”)
      entered into by and among the Company and the buyers named therein
      (collectively, the “ **Holders** ”)
      pursuant to which the Company issued to the Holders shares of Common Stock
      of
      the Company (the “ **Common
      Stock** ”)
      and
      warrants (the “ **Warrants** ”)
      to
      purchase shares of Common Stock. Pursuant to the 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-__]** (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.





In
      connection with the foregoing, we advise you that a member of the SEC’s staff
      has advised us by telephone that the SEC has entered an order declaring the
      Registration Statement effective under the 1933 Act at **[ENTER
      TIME OF EFFECTIVENESS]** on **[ENTER
      DATE OF EFFECTIVENESS]** and we
      have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that
      any stop order suspending its effectiveness has been issued or that any
      proceedings for that purpose are pending before, or threatened by, the SEC,
      and
      the Registrable Securities are available for resale under the 1933 Act pursuant
      to the Registration Statement.




Very
              truly yours,**[ISSUER’S
              COUNSEL]**By:cc:**[LIST
              NAMES OF HOLDERS]**




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