[EXHIBIT 10.22]

                  REGISTRATION RIGHTS AGREEMENT

      This  Registration Rights Agreement (this  "Agreement")  is
                                                  ---------
made and entered into as of May 6, 2004, among Pacific CMA, Inc.,
a  Delaware  corporation  (the  "Company"),  and  the  purchasers
signatory  hereto (each such purchaser is a "Purchaser"  and  all
                                             ---------
such purchasers are, collectively, the "Purchasers").
                                        ----------

                This Agreement is made pursuant to the Securities
Purchase Agreement, dated as of the date hereof among the Company
and the Purchasers (the "Purchase Agreement").
                         ------------------

                The  Company and the Purchasers hereby  agree  as
follows:

        1.   Definitions
             -----------

                Capitalized terms used and not otherwise  defined
herein that are defined in the Purchase Agreement shall have  the
meanings given such terms in the Purchase Agreement. As  used  in
this  Agreement,  the following terms shall  have  the  following
meanings:

                    "Effectiveness Date" means, with  respect  to
                     ------------------
     the  initial  Registration Statement required  to  be  filed
     hereunder, the 120th calendar day following the Closing Date
     and,  with respect to any additional Registration Statements
     which  may  be required pursuant to Section 3(c), the  120th
                                         ------------
     calendar  day following the date on which the Company  first
     knows, or reasonably should have known, that such additional
     Registration  Statement  is  required  hereunder;  provided,
                                                        --------
     however,  in  the  event  the Company  is  notified  by  the
     -------
     Commission  that  one  of the above Registration  Statements
     will  not  be  reviewed or is no longer subject  to  further
     review  and  comments, the Effectiveness  Date  as  to  such
     Registration  Statement  shall  be  the  fifth  Trading  Day
     following  the date on which the Company is so  notified  if
     such date precedes the dates required above.

                    "Effectiveness Period" shall have the meaning
                     --------------------
     set forth in Section 2(a).
                  ------------

                    "Filing  Date"  means, with  respect  to  the
                     ------------
     initial Registration Statement required hereunder, the  60th
     calendar day following the Closing Date and, with respect to
     any additional Registration Statements which may be required
     pursuant to Section 3(c), the 15th day following the date on
                 ------------
     which  the  Company first knows, or reasonably  should  have
     known   that  such  additional  Registration  Statement   is
     required hereunder.

                    "Holder"  or  "Holders" means the  holder  or
                     ------        -------
     holders,  as  the  case  may  be,  from  time  to  time   of
     Registrable Securities.

                   "Indemnified Party" shall have the meaning set
                    -----------------
     forth in Section 5(c) hereof.

                  "Indemnifying Party" shall have the meaning set
                   ------------------
     forth in Section 5(c) hereof.

                  "Losses"  shall  have the meaning set forth  in
                   ------
     Section 5(a).
     ------------

<PAGE>

                  "Proceeding"  means  an  action,  claim,  suit,
                   ----------
     investigation or proceeding (including, without  limitation,
     an   investigation  or  partial  proceeding,   such   as   a
     deposition), whether commenced or threatened.

                  "Prospectus" means the prospectus included in a
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     Registration  Statement (including,  without  limitation,  a
     prospectus that includes any information previously  omitted
     from a prospectus filed as part of an effective registration
     statement  in reliance upon Rule 430A promulgated under  the
     Securities   Act),  as  amended  or  supplemented   by   any
     prospectus  supplement, with respect to  the  terms  of  the
     offering  of  any  portion  of  the  Registrable  Securities
     covered   by  a  Registration  Statement,  and   all   other
     amendments and supplements to the Prospectus, including post-
     effective  amendments,  and  all  material  incorporated  by
     reference or deemed to be incorporated by reference in  such
     Prospectus.

                   "Registrable Securities" means, as of the date
                    ----------------------
     in  question, (i) all of the shares of Common Stock issuable
     upon  conversion  in full of the shares of Preferred  Stock,
     (ii) all shares issuable as dividends on the Preferred Stock
     assuming all interest payments are made in shares of  Common
     Stock  and the Preferred Stock is held for at least 3 years,
     (iii)  all  Warrant  Shares, (iv) any securities  issued  or
     issuable   upon   any   stock  split,  dividend   or   other
     distribution recapitalization or similar event with  respect
     to  the foregoing and (v) any additional shares issuable  in
     connection with any anti-dilution provisions associated with
     the Preferred Stock.

                   "Registration    Statement"      means     the
                    -------------------------
     registration  statements required to be filed hereunder  and
     any  additional  registration  statements  contemplated   by
     Section  3(c),  including  (in each  case)  the  Prospectus,
     -------------
     amendments and supplements to such registration statement or
     Prospectus,  including  pre- and post-effective  amendments,
     all  exhibits  thereto,  and all  material  incorporated  by
     reference or deemed to be incorporated by reference in  such
     registration statement.

                   "Rule 415"  means Rule 415 promulgated by  the
                    --------
     Commission pursuant to the Securities Act, as such Rule  may
     be  amended  from  time  to time, or  any  similar  rule  or
     regulation  hereafter  adopted  by  the  Commission   having
     substantially the same purpose and effect as such Rule.

                   "Rule  424" means Rule 424 promulgated by  the
                    ---------
     Commission pursuant to the Securities Act, as such Rule  may
     be  amended  from  time  to time, or  any  similar  rule  or
     regulation  hereafter  adopted  by  the  Commission   having
     substantially the same purpose and effect as such Rule.

                   "Securities Act" means the  Securities Act  of
                    --------------
     1933, as amended.

                   "Underlying Shares" means the shares of Common
                    -----------------
     Stock issuable upon  conversion of  the Preferred  Stock and
     the Warrant Shares.

                   "Warrants"  shall   mean  the   Common   Stock
                    --------
     purchase warrants  issued to  the Purchasers pursuant to the
     Purchase Agreement.

                   "Warrant Shares"  shall  mean  the  shares  of
                    --------------
     Common Stock issuable upon exercise of the Warrants.


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<PAGE>


        2.  Shelf Registration
            ------------------

                (a)  On or prior to each Filing Date, the Company
shall prepare and file with the Commission a "Shelf" Registration
Statement   covering  the  resale  of  150%  of  the  Registrable
Securities on such Filing Date for an offering to be  made  on  a
continuous   basis  pursuant  to  Rule  415.   The   Registration
Statement  shall be on Form S-3 (unless the Company is  not  then
eligible  to  register for resale the Registrable  Securities  on
Form  S-3,  in which case such registration shall be  on  another
appropriate  form  in  accordance  herewith)  and  shall  contain
(unless  otherwise  directed  by the Holders)  substantially  the
"Plan  of  Distribution" attached hereto as Annex A.  Subject  to
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the  terms  of  this Agreement, the Company shall  use  its  best
efforts  to  cause  the  Registration Statement  to  be  declared
effective under the Securities Act as promptly as possible  after
the  filing  thereof, but in any event prior  to  the  applicable
Effectiveness Date, and shall use its best efforts to  keep  such
Registration   Statement   continuously   effective   under   the
Securities Act until all Registrable Securities covered  by  such
Registration  Statement have been sold or  may  be  sold  without
volume restrictions pursuant to Rule 144(k) as determined by  the
counsel  to the Company pursuant to a written opinion  letter  to
such  effect, addressed and acceptable to the Company's  transfer
agent and the affected Holders (the "Effectiveness Period").  The
                                     --------------------
Company shall immediately notify the Holders via facsimile of the
effectiveness of the Registration Statement on the same day  that
the  Company receives notification of the effectiveness from  the
Commission.  Failure to so notify the Holder within 1 Trading Day
following  such  notification shall  be  deemed  an  Event  under
Section 2(b).
------------

                (b) If: (i) a Registration Statement is not filed
on  or  prior  to  its  Filing  Date  (if  the  Company  files  a
Registration   Statement  without  affording  the   Holders   the
opportunity  to  review and comment on the same  as  required  by
Section  3(a), the Company shall not be deemed to have  satisfied
-------------
clause  (i)  of  Section  3(a) of this Agreement),  or  (ii)  the
                 -------------
Company  fails  to  file  with  the  Commission  a  request   for
acceleration  in accordance with Rule 461 promulgated  under  the
Securities  Act, within five Trading Days of the  date  that  the
Company  is notified (orally or in writing, whichever is earlier)
by  the  Commission  that a Registration Statement  will  not  be
"reviewed," or not subject to further review, or (iii)  prior  to
its Effectiveness Date, the Company fails to file a pre-effective
amendment  and otherwise respond in writing to comments  made  by
the  Commission in respect of such Registration Statement  within
10  Trading Days after the receipt of comments by or notice  from
the  Commission that such amendment is required in  order  for  a
Registration  Statement  to  be declared  effective,  or  (iv)  a
Registration Statement filed or required to be filed hereunder is
not  declared  effective by the Commission by  its  Effectiveness
Date,  or  (v)  after  the  Effectiveness  Date,  a  Registration
Statement  ceases for any reason to remain continuously effective
as  to all Registrable Securities for which it is required to  be
effective,  or  the  Holders are not  permitted  to  utilize  the
Prospectus therein to resell such Registrable Securities  for  15
consecutive  business days or an aggregate of  25  business  days
during  any 12-month period (which need not be consecutive  days)
(any such failure or breach being referred to as an "Event",  and
for  purposes of clause (i) or (iv) the date on which such  Event
occurs, or for purposes of clause (ii) the date on which  such  5
Trading  Day period is exceeded, or for purposes of clause  (iii)
the  date  which such 10 Trading Day period is exceeded,  or  for
purposes  of  clause (v) the date on which  such  15  or  25  day
period,  as applicable, is exceeded being referred to  as  "Event
Date"),   then,  on  each  such  Event  Date  and  every  monthly
anniversary  thereof  until the applicable Event  is  cured,  the
Company  shall pay to each Holder an amount in cash,  as  partial
liquidated damages and not as a penalty, equal to 2.0% per month,


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<PAGE>

pro  rata  on a daily basis, of the Stated Value of the Preferred
Stock  then held by the Holder.  If the Company fails to pay  any
liquidated damages pursuant to this Section in full within  seven
days  after  the  date  payable, the Company  will  pay  interest
thereon at a rate of 18% per annum (or such lesser maximum amount
that  is  permitted to be paid by applicable law) to the  Holder,
accruing  daily  from the date such liquidated  damages  are  due
until  such amounts, plus all such interest thereon, are paid  in
full.  The liquidated damages pursuant to the terms hereof  shall
apply on a pro-rata basis for any portion of a month prior to the
cure of an Event.

        3.  Registration Procedures
            -----------------------

                In  connection  with  the Company's  registration
obligations hereunder, the Company shall:

                (a) Not less than five Trading Days prior to  the
filing  of  each Registration Statement or any related Prospectus
or  any  amendment or supplement thereto (including any  document
that  would be incorporated or deemed to be incorporated  therein
by  reference),  the Company shall, (i) furnish  to  each  Holder
copies  of  all  such  documents  proposed  to  be  filed,  which
documents  (other  than  those  incorporated  or  deemed  to   be
incorporated by reference) will be subject to the review of  such
Holders,  and (ii) cause its officers and directors, counsel  and
independent  certified  public accountants  to  respond  to  such
inquiries  as  shall be necessary, in the reasonable  opinion  of
respective  counsel to conduct a reasonable investigation  within
the meaning of the Securities Act. The Company shall not file the
Registration  Statement or any such Prospectus or any  amendments
or  supplements thereto to which the Holders of a majority of the
Registrable Securities shall reasonably and in good faith object,
provided, the Company is notified of such objection in writing no
later  than two (2) Trading Days after the Holders have  been  so
furnished copies of such documents.

                (b) (i) Prepare and file with the Commission such
amendments,   including   post-effective   amendments,    to    a
Registration  Statement  and the Prospectus  used  in  connection
therewith  as  may be necessary to keep a Registration  Statement
continuously   effective   as  to  the   applicable   Registrable
Securities for the Effectiveness Period and prepare and file with
the  Commission such additional Registration Statements in  order
to  register  for  resale under the Securities  Act  all  of  the
Registrable Securities; (ii) cause the related Prospectus  to  be
amended  or  supplemented by any required  Prospectus  supplement
(subject  to the terms of this Agreement), and as so supplemented
or  amended  to be filed pursuant to Rule 424; (iii)  respond  as
promptly  as  reasonably possible, and in  any  event  within  10
Trading  Days, to any comments received from the Commission  with
respect to a Registration Statement or any amendment thereto  and
as  promptly as reasonably possible provide the Holders true  and
complete  copies of all correspondence from and to the Commission
relating  to  a  Registration Statement; and (iv) comply  in  all
material respects with the provisions of the Securities  Act  and
the   Exchange  Act  with  respect  to  the  disposition  of  all
Registrable Securities covered by a Registration Statement during
the applicable period in accordance (subject to the terms of this
Agreement)  with  the  intended methods  of  disposition  by  the
Holders  thereof set forth in such Registration Statement  as  so
amended or in such Prospectus as so supplemented.

               (c) If during the Effectiveness Period, the Holder
informs the Company that the number of Registrable Securities  at
any time exceeds 75% of the number of shares of Common Stock then
registered  in  a Registration Statement, then the Company  shall
file  as soon as reasonably practicable but in any case prior  to


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<PAGE>

the  applicable Filing Date, an additional Registration Statement
covering the resale by the Holders of not less than 150%  of  the
number of such Registrable Securities.

                (d)  Notify the Holders of Registrable Securities
to  be sold (which notice shall, pursuant to clauses (ii) through
(vi)  hereof, shall be accompanied by an instruction  to  suspend
the  use of the Prospectus until the requisite changes have  been
made)  as  promptly as reasonably possible (and, in the  case  of
(i)(A)  below,  not  less than five Trading Days  prior  to  such
filing) and (if requested by any such Person) confirm such notice
in writing no later than one Trading Day following the day (i)(A)
when  a Prospectus or any Prospectus supplement or post-effective
amendment  to a Registration Statement is proposed to  be  filed;
(B)  when the Commission notifies the Company whether there  will
be  a  "review" of such Registration Statement and  whenever  the
Commission  comments  in  writing on such Registration  Statement
(the  Company shall provide true and complete copies thereof  and
all  written responses thereto to each of the Holders);  and  (C)
with  respect  to a Registration Statement or any  post-effective
amendment,  when  the  same has become  effective;  (ii)  of  any
request  by  the  Commission  or  any  other  Federal  or   state
governmental  authority  for  amendments  or  supplements  to   a
Registration   Statement   or  Prospectus   or   for   additional
information; (iii) of the issuance by the Commission of any  stop
order  suspending  the effectiveness of a Registration  Statement
covering  any  or  all  of  the  Registrable  Securities  or  the
initiation  of  any  Proceedings for that purpose;  (iv)  of  the
receipt  by the Company of any notification with respect  to  the
suspension  of  the qualification or exemption from qualification
of   any   of  the  Registrable  Securities  for  sale   in   any
jurisdiction, or the initiation or threatening of any  Proceeding
for  such purpose; (v) of the occurrence of any event or  passage
of  time  that  makes  the  financial statements  included  in  a
Registration  Statement ineligible for inclusion therein  or  any
statement made in a Registration Statement or Prospectus  or  any
document  incorporated  or deemed to be incorporated  therein  by
reference  untrue  in any material respect or that  requires  any
revisions  to  a  Registration  Statement,  Prospectus  or  other
documents so that, in the case of a Registration Statement or the
Prospectus,  as the case may be, it will not contain  any  untrue
statement  of a material fact or omit to state any 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; and (vi) the occurrence or existence of any
pending  corporate development with respect to the  Company  that
the   Company  believes  may  be  material  and  that,   in   the
determination  of the Company, makes it not in the best  interest
of   the   Company  to  allow  continued  availability   or   the
Registration Statement or Prospectus; provided, however, that (a)
notwithstanding  anything  to  the contrary  provided  herein  or
elsewhere,   shall  require  the  Company  and/or  any   of   its
affiliates,  agents,  officers,  directors  and/or  employees  to
violate any law, rule, regulation and/or fiduciary duty, and  (b)
any and all of such information shall remain confidential to each
Holder  until  such information otherwise becomes public,  unless
disclosure  by  a  Holder is required by law; provided,  further,
notwithstanding each Holder's agreement to keep such  information
confidential, the Holders make no acknowledgement that  any  such
information is material, non-public information.

                (e)  Promptly  deliver to  each  Holder,  without
charge,   as  many  copies  of  the  Prospectus  or  Prospectuses
(including  each  form  of  prospectus)  and  each  amendment  or
supplement  thereto  as  such  Persons  may  reasonably  request.
Subject  to  the  terms  of this Agreement,  the  Company  hereby
consents  to  the  use of such Prospectus and each  amendment  or
supplement  thereto by each of the selling Holders in  connection
with  the offering and sale of the Registrable Securities covered
by such Prospectus and any amendment or supplement thereto.


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<PAGE>

                 (f)  Use  commercially  reasonable  efforts   to
register or qualify the resale of such Registrable Securities  as
required  under applicable securities or Blue Sky  laws  of  each
State within the United States as any Holder requests in writing,
to  keep  each  such registration or qualification (or  exemption
therefrom)  effective during the Effectiveness Period;  provided,
that the Company shall not be required to qualify generally to do
business in any jurisdiction where it is not then so qualified or
subject  the Company to any material tax in any such jurisdiction
where it is not then so subject.

                (g) Cooperate with the Holders to facilitate  the
timely  preparation  and  delivery of  certificates  representing
Registrable  Securities to be delivered to a transferee  pursuant
to a Registration Statement, which certificates shall be free, to
the   extent  permitted  by  the  Purchase  Agreement,   of   all
restrictive legends, and to enable such Registrable Securities to
be in such denominations and registered in such names as any such
Holders may request.

                (h) Upon the occurrence of any event contemplated
by  this Section 3, as promptly as reasonably possible under  the
circumstances  taking  into  account  the  Company's  good  faith
assessment  of  any adverse consequences to the Company  and  its
stockholders of the premature disclosure of such event, prepare a
supplement or amendment, including a post-effective amendment, to
a   Registration  Statement  or  a  supplement  to  the   related
Prospectus  or  any  document  incorporated  or  deemed   to   be
incorporated  therein by reference, and file any  other  required
document so that, as thereafter delivered, neither a Registration
Statement nor such Prospectus will contain an untrue statement of
a  material fact or omit to state a material fact required to  be
stated  therein or necessary to make the statements  therein,  in
light  of  the  circumstances under which  they  were  made,  not
misleading.  If  the Company notifies the Holders  in  accordance
with  clauses (ii) through (v) of Section 3(d) above  to  suspend
      ----------------------------------------
the  use of the use of any Prospectus until the requisite changes
to such Prospectus have been made, then the Holders shall suspend
use of such Prospectus.  The Company will use its best efforts to
ensure  that the use of the Prospectus may be resumed as promptly
as is practicable.  The Company shall be entitled to exercise its
right  under this Section 3(h) to suspend the availability  of  a
                  ------------
Registration Statement and Prospectus, subject to the payment  of
liquidated damages pursuant to Section 2(b), for a period not  to
                               ------------
exceed  60  days (which need not be consecutive days) in  any  12
month period.

                 (i)   Comply  with  all  applicable  rules   and
regulations of the Commission.

                 (j)  Use  its best efforts to avoid the issuance
of,  or,  if issued,  obtain  the  withdrawal  of  (i) any  order
suspending the effectiveness of a Registration Statement, or (ii)
any    suspension   of  the  qualification  (or  exemption   from
qualification) of any of  the  Registrable Securities for sale in
any jurisdiction, at  the earliest practicable moment.

                 (k)  The Company may require, at any  time prior
to the  third Trading  Day prior to the Filing Date,  each Holder
to furnish  to the  Company (i)  a statement  as to the number of
shares of Common  Stock   beneficially   owned  by  such  Holder,
(ii)  a   selling  shareholder  questionnaire  as provided by the
Company and attached hereto as  Annex B,  and, (iii) if requested
                                -------
by the Commission, the controlling  person  thereof, within three
Trading  days  of the Company's request.  During any periods that
the Company is unable to  meet  its  obligations  hereunder  with
respect  to the registration of the Registrable Securities solely
because any Holder fails to furnish such information within three


                                  6
<PAGE>

Trading Days  of  the Company's  request,  any liquidated damages
that  are accruing at such time shall be tolled as to such Holder
only  and any  Event  that may otherwise  occur solely because of
such  delay shall be suspended as to such Holder only, until such
information is delivered to the Company.

         4. Registration Expenses. All fees and expenses incident
            ---------------------
to  the  performance of or compliance with this Agreement by  the
Company  shall  be  borne  by  the Company  whether  or  not  any
Registrable  Securities  are sold pursuant  to  the  Registration
Statement.  The  fees and expenses referred to in  the  foregoing
sentence  shall include, without limitation, (i) all registration
and filing fees (including, without limitation, fees and expenses
(A)  with  respect  to  filings required  to  be  made  with  the
Principal  Market on which the Common Stock is  then  listed  for
trading,  and (B) in compliance with applicable state  securities
or  Blue  Sky laws reasonably agreed to by the Company in writing
(including, without limitation, fees and disbursements of counsel
for  the  Company  in connection with Blue Sky qualifications  or
exemptions of the Registrable Securities and determination of the
eligibility  of  the Registrable Securities for investment  under
the laws of such jurisdictions as requested by the Holders), (ii)
printing  expenses  (including, without limitation,  expenses  of
printing  certificates for Registrable Securities and of printing
prospectuses   requested  by  the  Holders),   (iii)   messenger,
telephone  and delivery expenses, (iv) fees and disbursements  of
counsel  for the Company, and (v) fees and expenses of all  other
Persons   retained  by  the  Company  in  connection   with   the
consummation of the transactions contemplated by this  Agreement.
In  addition,  the Company shall be responsible for  all  of  its
internal expenses incurred in connection with the consummation of
the  transactions  contemplated  by  this  Agreement  (including,
without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expense  of
any annual audit and the fees and expenses incurred in connection
with  the listing of the Registrable Securities on any securities
exchange as required hereunder. In no event shall the Company  be
responsible for any broker or similar commissions or,  except  to
the  extent provided for in the Transaction Documents, any  legal
fees or other costs of the Holders.

        5. Indemnification
           ---------------

                (a)  Indemnification by the Company. The  Company
shall,   notwithstanding  any  termination  of  this   Agreement,
indemnify and hold harmless each Holder, the officers, directors,
agents, brokers (including brokers who offer and sell Registrable
Securities as principal as a result of a pledge or any failure to
perform under a margin call of Common Stock), investment advisors
and  employees of each of them, each Person who controls any such
Holder (within the meaning of Section 15 of the Securities Act or
Section  20  of  the  Exchange Act) and the officers,  directors,
agents  and  employees of each such controlling  Person,  to  the
fullest extent permitted by applicable law, from and against  any
and  all  losses, claims, damages, liabilities, costs (including,
without   limitation,   costs  of  preparation   and   reasonable
attorneys'  fees)  and  expenses  (collectively,  "Losses"),   as
                                                   ------
incurred,  arising  out of or relating to any untrue  or  alleged
untrue  statement of a material fact contained in a  Registration
Statement,  any Prospectus or any form of prospectus  or  in  any
amendment or supplement thereto or in any preliminary prospectus,
or arising out of or relating to any omission or alleged omission
of  a material fact required to be stated therein or necessary to
make  the  statements therein (in the case of any  Prospectus  or
form  of  prospectus  or  supplement thereto,  in  light  of  the
circumstances under which they were made) not misleading,  except
to  the  extent,  but only to the extent, that  (1)  such  untrue
statements or omissions or alleged untrue statements or omissions
are  based  upon information regarding such Holder  furnished  in


                                  7
<PAGE>

writing  to the Company by such Holder expressly for use therein,
or  to the extent that such information relates to such Holder or
such  Holder's  proposed  method of distribution  of  Registrable
Securities and was reviewed and expressly approved in writing  by
such  Holder expressly for use in a Registration Statement,  such
Prospectus  or  such form of Prospectus or in  any  amendment  or
supplement  thereto  or (2) in the case of an  occurrence  of  an
event of the type specified in Section 3(d)(ii)-(vi), the use  by
                               ---------------------
such  Holder  of  an outdated or defective Prospectus  after  the
Company  has notified such Holder in writing that the  Prospectus
is  outdated or defective and prior to the receipt by such Holder
of  the  Advice  contemplated in Section 6(e). The Company  shall
                                 ------------
notify  the  Holders  promptly  of  the  institution,  threat  or
assertion  of  any Proceeding arising from or in connection  with
the  transactions  contemplated by this Agreement  of  which  the
Company is aware.

               (b) Indemnification by Holders. Each Holder shall,
severally  and  not  jointly, indemnify  and  hold  harmless  the
Company,  its  directors, officers, agents  and  employees,  each
Person who controls the Company (within the meaning of Section 15
of  the  Securities Act and Section 20 of the Exchange Act),  and
the  directors, officers, agents or employees of such controlling
Persons, to the fullest extent permitted by applicable law,  from
and  against  all Losses (as determined by a court  of  competent
jurisdiction in a final judgment not subject to appeal or review)
arising  out of or based upon any untrue statement of a  material
fact contained in any Registration Statement, any Prospectus,  or
any  form  of  prospectus,  or  in any  amendment  or  supplement
thereto, or arising solely out of or based solely upon: (i)  such
Holder's   failure   to  comply  with  the  prospectus   delivery
requirements  of  the Securities Act or (ii) any  omission  of  a
material fact required to be stated therein or necessary to  make
the statements therein not misleading to the extent, but only  to
the extent, such untrue statement or omission is contained in any
information so furnished in writing by such Holder to the Company
specifically for inclusion in such Registration Statement or such
Prospectus  or  to the extent that (1) such untrue statements  or
omissions  are  based  upon  information  regarding  such  Holder
furnished in writing to the Company by such Holder expressly  for
use  therein, or to the extent such information relates  to  such
Holder  or  such  Holder's  proposed method  of  distribution  of
Registrable Securities and was reviewed and expressly approved in
writing  by  such  Holder expressly for use in  the  Registration
Statement, such Prospectus or such form of Prospectus or  in  any
amendment  or  supplement  thereto or  (2)  in  the  case  of  an
occurrence of an event of the type specified in Section 3(d)(ii)-
                                                -----------------
(vi),  the  use  by  such  Holder of  an  outdated  or  defective
----
Prospectus after the Company has notified such Holder in  writing
that  the  Prospectus is outdated or defective and prior  to  the
receipt  by  such  Holder of the Advice contemplated  in  Section
6(e).  In  no  event  shall the liability of any  selling  Holder
hereunder  be  greater in amount than the dollar  amount  of  the
gross  proceeds  received by such Holder upon  the  sale  of  the
Registrable   Securities  giving  rise  to  such  indemnification
obligation.

               (c) Conduct of Indemnification Proceedings. If any
Proceeding  shall  be  brought  or asserted  against  any  Person
entitled  to  indemnity hereunder (an "Indemnified Party"),  such
                                       -----------------
Indemnified  Party  shall promptly notify the  Person  from  whom
indemnity  is  sought (the "Indemnifying Party") in writing,  and
                            ------------------
the   Indemnifying  Party  shall  assume  the  defense   thereof,
including  the  employment of counsel reasonably satisfactory  to
the  Indemnified Party and the payment of all fees  and  expenses
incurred  in connection with defense thereof; provided, that  the
failure  of any Indemnified Party to give such notice  shall  not
relieve  the Indemnifying Party of its obligations or liabilities
pursuant to this Agreement, except (and only) to the extent  that
such failure shall have prejudiced the Indemnifying Party.


                                  8
<PAGE>

                An  Indemnified  Party shall have  the  right  to
employ separate counsel in any such Proceeding and to participate
in the defense thereof, but the fees and expenses of such counsel
shall  be  at  the expense of such Indemnified Party  or  Parties
unless: (1) the Indemnifying Party has agreed in writing  to  pay
such  fees and expenses; or (2) the Indemnifying Party shall have
failed  promptly to assume the defense of such Proceeding and  to
employ counsel reasonably satisfactory to such Indemnified  Party
in  any  such  Proceeding; or (3) the named parties to  any  such
Proceeding  (including any impleaded parties) include  both  such
Indemnified   Party  and  the  Indemnifying   Party,   and   such
Indemnified  Party  shall have been advised  by  counsel  that  a
material  conflict  of interest is likely to exist  if  the  same
counsel  were  to  represent  such  Indemnified  Party  and   the
Indemnifying  Party  (in  which case, if such  Indemnified  Party
notifies  the  Indemnifying Party in writing that  it  elects  to
employ separate counsel at the expense of the Indemnifying Party,
the  Indemnifying Party shall not have the right  to  assume  the
defense  thereof  and the expense of one such  counsel  for  each
Holder  shall be at the expense of the Indemnifying  Party).  The
Indemnifying Party shall not be liable for any settlement of  any
such  Proceeding  effected  without its  written  consent,  which
consent shall not be unreasonably withheld. No Indemnifying Party
shall,  without  the  prior written consent  of  the  Indemnified
Party, effect any settlement of any pending Proceeding in respect
of which any Indemnified Party is a party, unless such settlement
includes an unconditional release of such Indemnified Party  from
all  liability  on  claims that are the subject  matter  of  such
Proceeding.

                Subject to the terms of this Agreement, all  fees
and  expenses of the Indemnified Party (including reasonable fees
and   expenses   to  the  extent  incurred  in  connection   with
investigating or preparing to defend such Proceeding in a  manner
not  inconsistent  with  this  Section)  shall  be  paid  to  the
Indemnified  Party,  as  incurred, within  ten  Trading  Days  of
written  notice thereof to the Indemnifying Party (regardless  of
whether it is ultimately determined that an Indemnified Party  is
not  entitled  to indemnification hereunder; provided,  that  the
Indemnifying  Party  may  require  such  Indemnified   Party   to
undertake  to reimburse all such fees and expenses to the  extent
it  is  finally judicially determined that such Indemnified Party
is not entitled to indemnification hereunder).

                (d)  Contribution. If a claim for indemnification
under  Section  5(a)  or  Section  5(b)  is  unavailable  to   an
       -------------      -------------
Indemnified Party (by reason of public policy or otherwise), then
each Indemnifying Party, in lieu of indemnifying such Indemnified
Party,  shall  contribute to the amount paid or payable  by  such
Indemnified Party as a result of such Losses, in such  proportion
as   is  appropriate  to  reflect  the  relative  fault  of   the
Indemnifying Party and Indemnified Party in connection  with  the
actions, statements or omissions that resulted in such Losses  as
well  as  any  other  relevant  equitable  considerations.    The
relative  fault of such Indemnifying Party and Indemnified  Party
shall  be determined by reference to, among other things, whether
any  action  in question, including any untrue or alleged  untrue
statement of a material fact or omission or alleged omission of a
material  fact,  has  been  taken  or  made  by,  or  relates  to
information  supplied by, such Indemnifying Party or  Indemnified
Party,  and  the parties' relative intent, knowledge,  access  to
information  and opportunity to correct or prevent  such  action,
statement or omission.  The amount paid or payable by a party  as
a result of any Losses shall be deemed to include, subject to the
limitations set forth in Section 5(c), any reasonable  attorneys'
                         ------------
or  other  reasonable fees or expenses incurred by such party  in
connection  with  any Proceeding to the extent such  party  would
have   been  indemnified  for  such  fees  or  expenses  if   the
indemnification  provided for in this Section  was  available  to
such party in accordance with its terms.


                                  9
<PAGE>

               The parties hereto agree that it would not be just
and  equitable if contribution pursuant to this Section 5(d) were
determined  by  pro  rata allocation or by any  other  method  of
allocation  that  does  not  take  into  account  the   equitable
considerations   referred   to  in  the   immediately   preceding
paragraph.  Notwithstanding the provisions of this Section  5(d),
                                                   -------------
no  Holder shall be required to contribute, in the aggregate, any
amount in excess of the amount of gross proceeds received by such
Holder from the sale of the Registrable Securities subject to the
Proceeding exceeds the amount of any damages that such Holder has
otherwise  been  required  to pay by reason  of  such  untrue  or
alleged untrue statement or omission or alleged omission.

                 The   indemnity   and  contribution   agreements
contained  in this Section are in addition to any liability  that
the Indemnifying Parties may have to the Indemnified Parties.

        6.   Miscellaneous
             -------------

               (a) Amendments and Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not  be
amended,  modified or supplemented, and waivers  or  consents  to
departures  from the provisions hereof may not be  given,  unless
the same shall be in writing and signed by the Company and all of
the  Holders  of  the  then  outstanding Registrable  Securities.
Notwithstanding the foregoing, a waiver or consent to depart from
the  provisions  hereof  with respect to a  matter  that  relates
exclusively  to the rights of Holders and that does not  directly
or  indirectly affect the rights of other Holders may be given by
Holders of all of the Registrable Securities to which such waiver
or  consent  relates; provided, however, that the  provisions  of
                      --------  -------
this  sentence  may  not  be amended, modified,  or  supplemented
except  in  accordance  with the provisions  of  the  immediately
preceding sentence.

                 (b)  No  Inconsistent  Agreements.  Neither  the
Company  nor any of its subsidiaries has entered, as of the  date
hereof, nor shall the Company or any of its subsidiaries,  on  or
after  the date of this Agreement, enter into any agreement  with
respect  to  its  securities,  that  would  have  the  effect  of
impairing the rights granted to the Holders in this Agreement  or
otherwise  conflicts with the provisions hereof.  Except  as  set
forth  on  Schedule  6(b), neither the Company  nor  any  of  its
           --------------
subsidiaries  has previously entered into any agreement  granting
any registration rights with respect to any of its securities  to
any Person that have not been satisfied in full.

                (c) No Piggyback on Registrations. Except as  set
forth  on Schedule 6(c) attached hereto, neither the Company  nor
          -------------
any  of  its  security holders (other than the  Holders  in  such
capacity  pursuant hereto) may include securities of the  Company
in   the   Registration  Statement  other  than  the  Registrable
Securities, and the Company shall not after the date hereof enter
into  any  agreement  providing any such  right  to  any  of  its
security   holders.   The  Company  shall  not  file  any   other
registration statements until the initial Registration  Statement
required  hereunder  is  declared effective  by  the  Commission,
provided  that this Section 6(c) shall not prohibit  the  Company
                    ------------
from filing amendments to registration statements already filed.

                (d)  Compliance. Each Holder covenants and agrees
that it will comply with the prospectus delivery requirements  of
the  Securities Act as applicable to it in connection with  sales
of Registrable Securities pursuant to the Registration Statement.

                (e)  Discontinued Disposition. Each Holder agrees
by  its  acquisition  of such Registrable Securities  that,  upon
receipt  of  a notice from the Company of the occurrence  of  any


                                  10
<PAGE>

event  of the kind described in Sections 3(d)(ii), (iii) or (vi),
                                --------------------------------
such  Holder  will  forthwith  discontinue  disposition  of  such
Registrable Securities under a Registration Statement until  such
Holder's  receipt  of  the copies of the supplemented  Prospectus
and/or  amended  Registration Statement contemplated  by  Section
                                                          -------
3(h),  or  until it is advised in writing (the "Advice")  by  the
----                                            ------
Company that the use of the applicable Prospectus may be resumed,
and,  in  either case, has received copies of any  additional  or
supplemental  filings  that  are incorporated  or  deemed  to  be
incorporated  by  reference  in such Prospectus  or  Registration
Statement.  The  Company may provide appropriate stop  orders  to
enforce the provisions of this paragraph. The Company agrees  and
acknowledges that any period during which the Holder is  required
to  discontinue  the  disposition of the  Registrable  Securities
hereunder shall be subject to the provisions of Section 2(b).
                                                ------------

                (f)  Piggy-Back Registrations.  If  at  any  time
during  the  Effectiveness  Period  there  is  not  an  effective
Registration Statement covering all of the Registrable Securities
and  the  Company shall determine to prepare and  file  with  the
Commission  a registration statement relating to an offering  for
its own account or the account of others under the Securities Act
of any of its equity securities, other than on Form S-4 or Form S-
8  (each  as promulgated under the Securities Act) or their  then
equivalents relating to equity securities to be issued solely  in
connection  with  any acquisition of any entity  or  business  or
equity  securities issuable in connection with  stock  option  or
other employee benefit plans, then the Company shall send to each
Holder  written  notice  of  such determination  and,  if  within
fifteen days after receipt of such notice, any such Holder  shall
so  request  in  writing,  the  Company  shall  include  in  such
registration  statement  all  or any  part  of  such  Registrable
Securities such holder requests to be registered.

                 (g)  Notices.  Any  and  all  notices  or  other
communications or deliveries required or permitted to be provided
hereunder  shall  be  delivered as  set  forth  in  the  Purchase
Agreement.

                (h)  Successors and Assigns. This Agreement shall
inure  to  the benefit of and be binding upon the successors  and
permitted assigns of each of the parties and shall inure  to  the
benefit of each Holder. The Company may not assign its rights  or
obligations hereunder without the prior written consent of all of
the  Holders of the then-outstanding Registrable Securities. Each
Holder may assign their respective rights hereunder in the manner
and to the Persons as permitted under the Purchase Agreement.

                (i)  Counterparts. This Agreement may be executed
in  any  number of counterparts, each of which when  so  executed
shall  be  deemed  to  be an original and,  all  of  which  taken
together  shall  constitute one and the same  Agreement.  In  the
event  that any signature is delivered by facsimile transmission,
such  signature  shall create a valid binding obligation  of  the
party  executing (or on whose behalf such signature is  executed)
the  same  with  the same force and effect as if  such  facsimile
signature were the original thereof.

                (j)  Governing Law. All questions concerning  the
construction,  validity, enforcement and interpretation  of  this
Agreement  shall be determined in accordance with the  provisions
of the Purchase Agreement.

                (k)  Cumulative  Remedies. The remedies  provided
herein  are cumulative and not exclusive of any remedies provided
by law.


                                  11
<PAGE>

               (l) Severability. If any term, provision, covenant
or  restriction of this Agreement is held by a court of competent
jurisdiction  to be invalid, illegal, void or unenforceable,  the
remainder  of  the terms, provisions, covenants and  restrictions
set  forth herein shall remain in full force and effect and shall
in  no  way be affected, impaired or invalidated, and the parties
hereto  shall use their reasonable efforts to find and employ  an
alternative means to achieve the same or substantially  the  same
result as that contemplated by such term, provision, covenant  or
restriction.  It  is  hereby stipulated and declared  to  be  the
intention  of  the  parties that they  would  have  executed  the
remaining  terms, provisions, covenants and restrictions  without
including  any  of  such that may be hereafter declared  invalid,
illegal, void or unenforceable.

                (m) Headings. The headings in this Agreement  are
for  convenience  of  reference  only  and  shall  not  limit  or
otherwise affect the meaning hereof.

      (n)Remedies.   In the event of a breach by the  Company  or
by  a  Holder, of any of their obligations under this  Agreement,
each  Holder  or the Company, as the case may be, in addition  to
being  entitled to exercise all rights granted by law  and  under
this  Agreement, including recovery of damages, will be  entitled
to  specific performance of its rights under this Agreement.  The
Company  and  each Holder agree that monetary damages  would  not
provide  adequate compensation for any losses incurred by  reason
of  a breach by it of any of the provisions of this Agreement and
hereby  further  agrees  that, in the event  of  any  action  for
specific  performance in respect of such breach, it  shall  waive
the defense that a remedy at law would be adequate.

                (o) Independent Nature of Purchasers' Obligations
and  Rights.  The  obligations of each  Purchaser  hereunder  are
several and not joint with the obligations of any other Purchaser
hereunder, and no Purchaser shall be responsible in any  way  for
the  performance  of  the  obligations  of  any  other  Purchaser
hereunder. Nothing contained herein or in any other agreement  or
document  delivered at any closing, and no action  taken  by  any
Purchaser  pursuant  hereto  or  thereto,  shall  be  deemed   to
constitute  the  Purchasers as a partnership, an  association,  a
joint  venture  or  any  other  kind  of  entity,  or  create   a
presumption that the Purchasers are in any way acting in  concert
with respect to such obligations or the transactions contemplated
by  this  Agreement. Each Purchaser shall be entitled to  protect
and  enforce its rights, including without limitation the  rights
arising out of this Agreement, and it shall not be necessary  for
any  other Purchaser to be joined as an additional party  in  any
proceeding for such purpose.

                      ********************














                                  12
<PAGE>

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


                          PACIFIC CMA, INC.

                          By:____________________________________
                             Name:
                             Title:


               [SIGNATURE PAGE OF HOLDERS FOLLOWS]






































                                  13
<PAGE>

             [PURCHASER'S SIGNATURE PAGE TO PAM RRA]

Name of Investing Entity: __________________________
Signature of Authorized Signatory of Investing Entity:_______________
Name of Authorized Signatory: _________________________
Title of Authorized Signatory: __________________________



                   [SIGNATURE PAGES CONTINUE]





































                                  14
<PAGE>



                               ANNEX A

                        Plan of Distribution
                        --------------------

     Each Selling Stockholder (the "Selling Stockholders") of the
                                    --------------------
common  stock ("Common Stock") of Pacific CMA, Inc.,  a  Delaware
                ------------
corporation (the "Company") and any of their pledgees,  assignees
                  -------
and  successors-in-interest may, from time to time, sell  any  or
all  of  their shares of Common Stock on the Principal Market  or
any other stock exchange, market or trading facility on which the
shares are traded or in private transactions.  These sales may be
at fixed or negotiated prices.  A Selling Stockholder may use any
one or more of the following methods when selling shares:

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

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

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

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

       *  privately negotiated transactions;

       *  settlement of  short sales  entered into after the date
          of this prospectus;

       *  broker-dealers  may agree with the Selling Stockholders
          to  sell  a  specified  number  of  such  shares  at  a
          stipulated price per share;

       *  a combination of any such methods of sale;

       *  through the writing or  settlement of options or  other
          hedging   transactions,   whether  through  an  options
          exchange or otherwise; or

       *  any other method permitted pursuant to applicable law.

     The Selling Stockholders may also sell shares under Rule 144
under  the  Securities Act of 1933, as amended  (the  "Securities
                                                       ----------
Act"), if available, rather than under this prospectus.
---

     Broker-dealers  engaged  by  the  Selling  Stockholders  may
arrange  for  other  brokers-dealers  to  participate  in  sales.
Broker-dealers  may  receive commissions or  discounts  from  the
Selling Stockholders (or, if any broker-dealer acts as agent  for
the  purchaser  of shares, from the purchaser) in amounts  to  be
negotiated.   Each  Selling Stockholder  does  not  expect  these
commissions  and  discounts relating to its sales  of  shares  to
exceed what is customary in the types of transactions involved.


                                  15
<PAGE>

     In connection with the sale of our common stock or interests
therein,   the  Selling  Stockholders  may  enter  into   hedging
transactions with broker-dealers or other financial institutions,
which  may in turn engage in short sales of the common  stock  in
the  course  of hedging the positions they assume.   The  Selling
Stockholders may also sell shares of our common stock  short  and
deliver  these securities to close out their short positions,  or
loan  or  pledge the common stock to broker-dealers that in  turn
may  sell  these securities.  The Selling Stockholders  may  also
enter  into  option or other transactions with broker-dealers  or
other  financial  institutions or the creation  of  one  or  more
derivative securities which require the delivery to such  broker-
dealer  or other financial institution of shares offered by  this
prospectus,  which shares such broker-dealer or  other  financial
institution   may   resell  pursuant  to  this   prospectus   (as
supplemented or amended to reflect such transaction).

     The  Selling Stockholders and any broker-dealers  or  agents
that  are  involved in selling the shares may  be  deemed  to  be
"underwriters"  within  the meaning  of  the  Securities  Act  in
connection  with  such  sales.  In such  event,  any  commissions
received by such broker-dealers or agents and any profit  on  the
resale  of  the  shares purchased by them may  be  deemed  to  be
underwriting  commissions or discounts under the Securities  Act.
Each  Selling Stockholder has informed the Company that  it  does
not  have any agreement or understanding, directly or indirectly,
with any person to distribute the Common Stock.

     The  Company  is required to pay certain fees  and  expenses
incurred  by  the  Company incident to the  registration  of  the
shares.    The  Company  has  agreed  to  indemnify  the  Selling
Stockholders   against  certain  losses,  claims,   damages   and
liabilities, including liabilities under the Securities Act.

     Because   Selling   Stockholders  may  be   deemed   to   be
"underwriters"  within the meaning of the  Securities  Act,  they
will  be subject to the prospectus delivery requirements  of  the
Securities  Act.   In addition, any securities  covered  by  this
prospectus which qualify for sale pursuant to Rule 144 under  the
Securities Act may be sold under Rule 144 rather than under  this
prospectus.   Each Selling Stockholder has advised us  that  they
have   not   entered  into  any  agreements,  understandings   or
arrangements with any underwriter or broker-dealer regarding  the
sale   of  the  resale  shares.   There  is  no  underwriter   or
coordinating  broker acting in connection with the proposed  sale
of the resale shares by the Selling Stockholders.

     We  agreed  to  keep  this prospectus  effective  until  the
earlier of (i) the date on which the shares may be resold by  the
Selling  Stockholders without registration and without regard  to
any  volume  limitations  by reason  of  Rule  144(e)  under  the
Securities Act or any other rule of similar effect or (ii) all of
the  shares have been sold pursuant to the prospectus or Rule 144
under  the  Securities Act or any other rule of  similar  effect.
The  resale  shares  will  be  sold only  through  registered  or
licensed  brokers  or dealers if required under applicable  state
securities  laws.  In  addition, in certain  states,  the  resale
shares  may  not  be  sold unless they have  been  registered  or
qualified  for sale in the applicable state or an exemption  from
the registration or qualification requirement is available and is
complied with.

     Under  applicable rules and regulations under  the  Exchange
Act,  any person engaged in the distribution of the resale shares
may  not  simultaneously engage in market making activities  with
respect  to  our common stock for a period of two  business  days
prior to the commencement of the distribution.  In addition,  the
Selling Stockholders will be subject to applicable provisions  of
the  Exchange  Act  and  the  rules and  regulations  thereunder,
including  Regulation M, which may limit the timing of  purchases


                                  16
<PAGE>

and   sales  of  shares  of  our  common  stock  by  the  Selling
Stockholders  or any other person.  We will make copies  of  this
prospectus  available  to  the  Selling  Stockholders  and   have
informed them of the need to deliver a copy of this prospectus to
each purchaser at or prior to the time of the sale.


































                                  17

<PAGE>




                             ANNEX B

                SELLING STOCKHOLDER QUESTIONNAIRE
                ---------------------------------

Pacific CMA, Inc.
1350 Avenue of the Americas
New York, New York 10019


Ladies and Gentlemen:

      I  acknowledge that I am one of the selling stockholders in
the  offering of shares of common stock issuable upon  conversion
of  shares of Series A Convertible Preferred Stock and shares  of
common  stock  issuable  upon exercise of  warrants  to  purchase
shares  of  common  stock,  of  Pacific  CMA,  Inc.  ("PAM").   I
purchased  these  shares  of  preferred  stock  and  warrants  in
connection  with  PAM's  private placement,  under  that  certain
Securities  Purchase Agreement, dated as of May 6, 2004,  by  and
among  PAM  and each purchaser identified on the signature  pages
thereto,  including me.  I understand that I will be named  as  a
selling  stockholder in the prospectus that forms a part  of  the
registration  statement on Form S-3 that PAM will file  with  the
Securities  and  Exchange  Commission  to  register   under   the
Securities Act of 1933 the shares I expect to sell.  PAM will use
the  information that I provide in this Questionnaire  to  ensure
the accuracy of the registration statement and the prospectus.

         -----------------------------------------------
                  Please answer every question.
         If the answer to any question is "none" or "not
                  applicable," please so state.
         -----------------------------------------------

1.   Name.     Type or print your name exactly as it should
     ----
appear in the Registration Statement.

              ___________________________________________________

2.   Contact Information.  Provide the address, telephone  number
     -------------------
     and  fax  number  where you can be reached  during  business
     hours.

     Address: ___________________________________________________

              ___________________________________________________


     Phone:   ___________________________________________________

     Fax:     ___________________________________________________

3.   Relationship with PAM.  Describe the nature of any position,
     ---------------------
     office or other material relationship you have had with  PAM
     during the past three years.

     ____________________________________________________________

     ____________________________________________________________



                                  18
<PAGE>

4.     Organizational   Structure.   Please   indicate   or   (if
       --------------------------
applicable) describe how you are organized.

       (a)   Are you a natural person?            [ ] Yes  [ ] No
                       --------------
             (if so, please mark the box and skip
             to Question 5)

       (b)   Are you a reporting company under    [ ] Yes  [ ] No
                       -----------------
             the 1934 Act?
             (if so, please mark the box and skip
             to Question 5)

       (c)   Are you a majority-owned subsidiary
                       -------------------------
             of a reporting company under         [ ] Yes  [ ] No
             the 1934 Act?
             (if so, please mark the box and skip
             to Question 5)

        (d)  Are you a registered investment      [ ] Yes  [ ] No
             fund under the 1940 Act?
             (if so, please mark the box and skip
             to Question 5)

If you have answered "no" to all of the foregoing questions,
please describe: (i) the exact legal description of your entity
(e.g., corporation, partnership, limited liability company,
etc.); (ii) whether the legal entity so described is managed by
another entity and the exact legal description of such entity
(repeat this step until the last entity described is managed by a
person or persons, each of whom is described in any one of (a)
through (d) above), (iii) the names of each person or persons
having voting and investment control over PAM's securities that
the entity owns (e.g., director(s), general partner(s), managing
member(s), etc.).

Legal Description of Entity:_____________________________________

Name of Entity(ies) Managing Such Entity (if any):_______________

_________________________________________________________________

_________________________________________________________________

Name of Entity(ies) Managing such Entity(ies) (if any):__________

_________________________________________________________________

_________________________________________________________________

Name(s) of Natural Persons Having Voting or Investment
Control Over the Shares Held by such Entity(ies):________________

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________




                                  19
<PAGE>


5.   Ownership of PAM Securities.  This question covers your
     ---------------------------
     beneficial ownership of PAM securities.  Please consult the
     Appendix A to this Questionnaire for information as to the
     meaning of "beneficial ownership."  State the number of
     shares of PAM common stock that you beneficially owned as of
     ________ ___, 2004:


          No. of Shares of Stock ________________________________

6.   Plan of Distribution.  I have reviewed the proposed "Plan of
     --------------------
     Distribution" attached to Registration Rights Agreement,
     dated May __, 2004 by and among the Company and the
     purchasers signatory thereto, and agree that the statements
     contained therein reflect my intended method(s) of
     distribution or, to the extent these statements are
     inaccurate or incomplete, I have communicated in writing to
     one of the parties listed above my signature on page 6 any
     changes to the proposed "Plan of Distribution" that are
     required to make these statements accurate and complete.
     [ ]  (Please check the box if you have made any changes to
     Appendix B)

7.   Reliance on Responses.  I acknowledge and agree that PAM and
     ---------------------
     its counsel, Gusrae, Kaplan & Bruno, PLLC, shall be entitled
     to rely on my responses in this Questionnaire in all matters
     pertaining to the registration statement and the sale of any
     shares  of  common stock of PAM pursuant to the registration
     statement.


Please acknowledge that your answers to the foregoing questions are
true  and  correct to the best of your information  and  belief  by
signing  and  dating  this  Questionnaire  where  indicated  below.
Please   return   the   completed   questionnaire   via   fax    to
______________________________ no later than May __, 2004.

If  at  any time you discover that your answer to any question  was
inaccurate, or if any event occurring after your completion  hereof
would  require  a  change in your answer to any  questions,  please
immediately contact ___________________.

Date:_______________         ______________________________________
                               (Print name of selling stockholder)


                             By:___________________________________
                                           (Signature)

                             Name:_________________________________
                                           (Print name)

                             Title:________________________________




                                  20
<PAGE>

                             APPENDIX A


1.   Definition of "Beneficial Ownership"

     (a)  A  "Beneficial Owner" of a security includes  any  person
          who,   directly  or  indirectly,  through  any  contract,
          arrangement, understanding, relationship or otherwise has
          or shares:

          (1)  Voting power which includes the power to vote, or to
               direct the voting of, such security; and/or

          (2)  Investment  power  which  includes  the   power   to
               dispose,   or  direct  the  disposition   of,   such
               security.

          Please note that either voting power or investment power,
          or  both,  is  sufficient for you to  be  considered  the
          beneficial owner of shares.

     (b)  Any person who, directly or indirectly, creates or uses a
          trust,  proxy, power of attorney, pooling arrangement  or
          any  other  contract,  arrangement  or  device  with  the
          purpose  or effect of divesting such person of beneficial
          ownership of a security or preventing the vesting of such
          beneficial ownership as part of a plan or scheme to evade
          the reporting requirements of the federal securities acts
          shall  be  deemed  to  be the beneficial  owner  of  such
          security.

     (c)  Notwithstanding the provisions of paragraph (a), a person
          is  deemed to be the "beneficial owner" of a security, if
          that person has the right to acquire beneficial ownership
          of  such  security  within  60 days,  including  but  not
          limited  to  any  right  to  acquire:   (A)  through  the
          exercise of any option, warrant or right; (B) through the
          conversion  of a security; (C) pursuant to the  power  to
          revoke   a   trust,  discretionary  account  or   similar
          arrangement; or (D) pursuant to the automatic termination
          of a trust, discretionary account or similar arrangement;
          provided, however, any person who acquires a security  or
          power specified in paragraphs (A), (B) or (C) above, with
          the  purpose  or  effect of changing or  influencing  the
          control  of  the issuer, or in connection with  or  as  a
          participant  in  any transaction having such  purpose  or
          effect, immediately upon such acquisition shall be deemed
          to be the beneficial owner of the securities which may be
          acquired  through  the  exercise or  conversion  of  such
          security or power.


                                  21
<PAGE>

          SCHEDULE 6(b) TO REGISTRATION RIGHTS AGREEMENT
          ----------------------------------------------

     1.   Midsummer Investments Ltd. and Crestview Investments
Ltd. have registration rights in connection with their purchase
of the Company's Series A Preferred Stock and Warrants pursuant
to a Securities Purchase Agreement dated as of April 8, 2004 by
and between such persons and the Company (the "Prior Financing").

     2.   Pacific Summit Securities has piggyback registration
rights with respect to warrants to purchase 145,833 shares of
Common Stock received in connection with the Prior Financing.

    3.    The Oberon Group LLC has piggyback registration rights
with respect to warrants to purchase 70,000 shares of Common
Stock to be issued in connection with the Offering.

























                                  22
<PAGE>

                        SCHEDULE 6(c) TO
                  REGISTRATION RIGHT AGREEMENT
                  ----------------------------

       1.   The persons set forth in Schedule 6(b) may include the
       shares of Common Stock issuable upon exercise of the
       warrants and conversion of the Preferred Stock.








































                                  23
<PAGE>