**Exhibit 10.4**

**REGISTRATIONRIGHTS AGREEMENT**

**Registration Rights Agreement** (this “Agreement”) dated as of July1, 2006, between Metro One Telecommunications, Inc., an Oregon corporation (the“Company”), and Jingle Networks, Inc., a Delaware corporation (“Holder”or “JNI”).

**RECITALS**

**WHEREAS,** pursuant to that certain Telecom InformationServices Agreement dated as of July 1, 2006, by and between the Company andHolder (the “ServicesAgreement”), Holder has been issued certainwarrants to purchase shares of Common Stock of the Company;

# **WHEREAS**, thewarrants issued to Holder pursuant to the Services Agreement are in twotranches each of which is exercisable upon satisfaction of certain conditionstherein specified, with the first tranche for up to 623,250 shares of theCompany’s Common Stock (the “First Tranche”) and the second tranche forup to 870,075 shares of the Company’s Common Stock (the “Second Tranche”)(the First Tranche and the Second Tranche being collectively referred to hereinas the “Warrants” and the share amounts stated in this Agreement reflecta 1-for-4 reverse stock split effected by the Company on July 6, 2006);

**WHEREAS,** in connection with Services Agreement andthe Warrants, the Company agreed to provide certain rights to Holder to causethe shares purchased upon proper exercise of the Warrants to be registeredpursuant to the Securities Act; and

**WHEREAS,** the parties hereto hereby desire to setforth Holder’s rights and the Company’s obligations to cause the registrationof the Registrable Securities pursuant to the Securities Act;

**NOW, THEREFORE,** in consideration of the Services Agreement,the Warrants, the mutual covenants herein contained, and for other good andvaluable consideration, the receipt and sufficiency of which hereby areacknowledged, the parties hereto agree as follows:

# Section1.               Definitions and Usage.

As used in this Agreementthe following capitalized terms shall have the following meanings:

## 1.1.      Definitions.

“Agent” shall meanthe principal placement agent on an agented placement of RegistrableSecurities.

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

1

----

“Business Day” shallmean any day other than (A) Saturday or Sunday or (B) any other day in whichbanks in Portland, Oregon are permitted or required to be closed.

“Commission” shallmean the U.S. Securities and Exchange Commission.

“Common Stock” shallmean (i) the common stock, no par value, of the Company, and (ii) shares ofcapital stock of the Company issued by the Company in respect of or in exchangefor shares of such common stock in connection with any stock dividend ordistribution, stock split-up, recapitalization, recombination or similarexchange by the Company generally of shares of such common stock.

“Demand Registration”shall have the meaning set forth in Section 2.1.

“Exchange Act” shallmean the Securities Exchange Act of 1934, as amended.

“Form S-3” means suchform under the Securities Act as in effect on the date hereof or any successorregistration form under the Securities Act subsequently adopted by the SECwhich permits inclusion or incorporation of substantial information byreference to other documents filed by the Company with the SEC.

“Form S-3 Registration”shall have the meaning set forth in Section 3.1.

“Holder” shall meanJNI and any subsequent transferee of Registrable Securities as permitted by Section 9and the term “Holders” shall include Holder and transferees ofRegistrable Securities with respect to the rights that such Transferees shallhave acquired in accordance with Section 9, at such times as suchPersons shall own Registrable Securities.

“Initiating Holders”shall have the meaning set forth in Section 3.3.

“Person” shall meanan individual, corporation, partnership, limited liability company, jointventure, association, joint stock company, unincorporated syndicate,unincorporated association, trust, trustee, executor, administrator or otherlegal representative, governmental authority or agency, political subdivision,or any group of Persons acting in concert.

“Piggyback Registration”shall have the meaning set forth in Section 4.

“Register”, “registered”,and “registration” shall refer to a registration effected by preparingand filing a registration statement or similar document in compliance with theSecurities Act, and the declaration or ordering by the Commission ofeffectiveness of such registration statement or document.

“Registrable Securities”shall mean, subject to Section 9 and Section 11.3: (i) Sharesowned by a Holder from the proper exercise of all or any portion of theWarrants on the date of determination; (ii) any shares of Common Stock or othersecurities issued as (or issuable upon the conversion or exercise of anywarrant, right or other security which is issued as) a dividend or otherdistribution with respect to, or in exchange by the Company generally for, 

2

----

orin replacement by the Company generally of, such Shares; and (iii) anysecurities issued in exchange for Shares in any subsequent merger orreorganization of the Company; provided, however, that RegistrableSecurities shall not include any securities which have theretofore beenregistered and sold pursuant to the Securities Act or which have been sold tothe public pursuant to Rule 144 or any similar rule promulgated by theCommission pursuant to the Securities Act, and, providedfurther,the Company shall have no obligation under Section 2,Section 3or Section 4 to register any Registrable Securities of a Holder if theCompany shall deliver to the Holders requesting such registration an opinion ofcounsel reasonably satisfactory to such Holders and their counsel to the effectthat the proposed sale or disposition of all of the Registrable Securities forwhich registration was requested does not require registration under theSecurities Act for a sale or disposition, and offers to remove any and alllegends restricting transfer from the certificates evidencing such RegistrableSecurities.  For purposes of thisAgreement, a Person will be deemed to be an owner of Registrable Securitieswhenever such Person has the then-existing right to acquire such RegistrableSecurities (by conversion, purchase or otherwise, including acquisitionpursuant to proper exercise of the Warrants), whether or not such acquisitionhas actually been effected.

“Registrable Securities thenoutstanding” shall mean, with respect to a specified determination date,the Registrable Securities owned by all Holders on such date.

“Registration Expenses”shall have the meaning set forth in Section 7.1.

“S-3 Notice” shallhave the meaning set forth in Section 3.1.

“SEC” shall mean theU.S. Securities and Exchange Commission.

“Securities Act”shall mean the Securities Act of 1933, as amended.

“Selling Holders”shall mean, with respect to a specified registration pursuant to thisAgreement, Holders whose Registrable Securities are included in suchregistration.

“Shares” shall meanall shares of Common Stock issued by the Company to Holder upon proper exerciseof and pursuant to the Warrants.

“Shelf Registration”shall have the meaning set forth in Section 3.3.

“Transfer” shall meanand include the act of selling, giving, transferring, creating a trust (votingor otherwise), conveying, assigning or otherwise disposing of (other thanpledging, hypothecating or otherwise transferring as security) (and correlativewords shall have correlative meanings); provided, however, thatany transfer or other disposition upon foreclosure or other exercise ofremedies of a secured creditor after an event of default under or with respectto a pledge, hypothecation or other transfer as security shall constitute a “Transfer.”

“Underwriters’Representative” shall mean the managing underwriter, or, in the case of aco-managed underwriting, the managing underwriter designated as theUnderwriters’ Representative by the co-managers.

3

----

“Violation” shallhave the meaning set forth in Section 8.1.

“Warrants” shall havethe meaning set forth in the Recitals, above.

## 1.2.      Usage.

(i)            When a reference is made in thisAgreement to a Section or Exhibit, such reference shall be to a Section orExhibit of this Agreement unless otherwise indicated or unless the contextotherwise requires.

(ii)           The headings contained in thisAgreement are for reference purposes only and shall not affect in any way themeaning or interpretation of this Agreement.

(iii)          Whenever the words “include,” “includes”or “including” are used in this Agreement, they shall be deemed to be followedby the words “without limitation.”

(iv)          References to a Person are alsoreferences to its assigns and successors in interest (by means of merger,consolidation or sale of all or substantially all the assets of such Person orotherwise, as the case may be) permitted by the terms of this Agreement.

(v)           References to a document are to suchdocument as amended, waived and otherwise modified from time to time andreferences to a statute or other governmental rule are to such statute or ruleas amended and otherwise modified from time to time (and references to anyprovision thereof shall include references to any successor provision).

(vi)          The definitions set forth herein areequally applicable both to the singular and plural forms and the feminine,masculine and neuter forms of the terms defined.

(vii)         The term “hereof” and similar termsrefer to this Agreement as a whole.

(viii)        References to Registrable Securities “owned”by a Holder shall include Registrable Securities beneficially owned by suchPerson but which are held of record in the name of a nominee, trustee,custodian, or other agent, but shall exclude shares of Common Stock held by aHolder in a fiduciary capacity for customers of such Person.

(ix)           The “date of” any notice or requestgiven pursuant to this Agreement shall be determined in accordance with Section14.2.

# Section 2.               Demand Registration.

## 2.1.      (i)                At any time on or after the datethe Warrants shall be exercisable by Holder in accordance with their terms andupon satisfaction of any requirements in the Warrants or in the ServicesAgreement with respect to the disposition of the Warrants or of such Shares, ifone or more Holders that own an aggregate market value of $2,000,000 or more atthe time of the request of the Registrable Securities shall make a writtenrequest to the Company, the Company shall cause there to be filed with theCommission a registration statement meeting the requirements of the SecuritiesAct (a “Demand Registration”), and each Holder shall be entitled to haveincluded therein (subject to Section 2.6) all or such number of suchHolder’s Registrable Securities, as the 

4

----

## Holdershall designate pursuant to Section 2.1(i) or (iii) inwriting.  Any request made pursuant tothis Section 2.1 shall be addressed to the attention of the Secretary ofthe Company, and shall specify the number of Registrable Securities to beregistered, the intended methods of disposition thereof and that the request isfor a Demand Registration pursuant to this Section 2.1(i).

(ii)           The Company shall be entitled topostpone for up to 90 days the filing of, or any Transfer under, anyregistration statement otherwise required to be prepared and filed pursuant tothis Section 2.1, if the Company furnishes to the Holders a certificatesigned by the chief executive officer of the Company stating that in thegood-faith judgment of the Board of Directors of the Company, it would be materiallydetrimental to the Company and its stockholders for such registration to beeffected or Transfer to be made at such time; provided, however,that such right shall not be invoked more than once in any twelve month period.

(iii)          Whenever the Company shall havereceived a demand pursuant to Section 2.1(i) to effect the registrationof any Registrable Securities, the Company shall promptly give written noticeof such proposed registration to all other Holders.  Any such Holder may, within 20 days after receiptof such notice, request in writing that all of such Holder’s RegistrableSecurities, or any portion thereof designated by such Holder, be included inthe registration.

## 2.2.      Following receipt of arequest for a Demand Registration the Company shall:

(i)            File the registration statement withthe Commission in accordance with Section 5 hereof as promptly aspracticable, and shall use its reasonable best efforts to have the registrationdeclared effective under the Securities Act as soon as reasonably practicable,in each instance giving due regard to the need to prepare current financialstatements, conduct due diligence and complete other actions that arereasonably necessary to effect a registered public offering.

(ii)           Use the Company’s reasonable best effortsto keep the relevant registration statement continuously effective for up to 90days or until such earlier date as of which all the Registrable Securitiesunder the Demand Registration statement shall have been disposed of in themanner described in the registration statement.

## 2.3.      The Company shall beobligated to effect no more than one Demand Registration. For purposes of thepreceding sentence, registration shall not be deemed to have been effected (i)unless a registration statement with respect thereto has become effective, (ii)if after such registration statement has become effective, such registration orthe related offer, sale or distribution of Registrable Securities thereunder isinterfered with by any stop order, injunction or other order or requirement ofthe Commission or other governmental agency or court for any reason notattributable to the Selling Holders and such interference is not thereaftereliminated, or (iii) if the conditions to closing specified in the underwritingagreement, if any, entered into in connection with such registration are notsatisfied or waived, other than by reason of a failure on the part of theSelling Holders.  If the Company shallhave complied with its obligations under this Agreement, a right to demand aregistration pursuant to this Section 2 shall be deemed to have beensatisfied upon the earlier of (x) the date as of which all of the RegistrableSecurities included therein shall have been disposed of pursuant to theRegistration Statement, and (y) the date as of which such Demand Registrationshall have been continuously effective for a period of 90 days.

5

----

## 2.4.      A registration pursuantto this Section 2 shall be on such appropriate registration form of theCommission as shall (i) be selected by the Company and be reasonably acceptableto the Selling Holders, and (ii) permit the disposition of the RegistrableSecurities in accordance with the intended method or methods of dispositionspecified in the request pursuant to Section 2.1(i) or Section 2.2,respectively.

## 2.5.      If any registrationpursuant to Section 2 involves an underwritten offering (whether on a “firm”,“best efforts” or “all reasonable efforts” basis or otherwise), or an agentedoffering, the Company shall have the right to select the underwriter orunderwriters and manager or managers to administer such underwritten offeringor the Agent or Agents for such agented offering; provided, however,that each Person so selected shall be reasonably acceptable to the SellingHolders.

## 2.6.      Whenever the Companyshall effect a registration pursuant to this Section 2 in connectionwith an underwritten offering by one or more Selling Holders of RegistrableSecurities:  (i) if such Selling Holdershave requested the inclusion therein of more than one class of RegistrableSecurities, and the Underwriters’ Representative or Agent advises each suchSelling Holder in writing that, in its opinion, the inclusion of more than oneclass of Registrable Securities would adversely affect such offering, theHolders holding at least a majority of the Registrable Securities (determinedby the relative market value as of the date on which a timely demand is lastreceived from Holder) proposed to be sold therein by them, shall decide whichclass of Registrable Securities shall be included therein in such offering andthe related registration, and the other class shall be excluded; and (ii) ifthe Underwriters’ Representative or Agent advises each such Selling Holder inwriting that, in its opinion, the amount of securities requested to be includedin such offering (whether by Selling Holders or others) exceeds the amountwhich can be sold in such offering within a price range acceptable to theSelling Holders, securities shall be included in such offering and the relatedregistration, to the extent of the amount which can be sold within such pricerange, and on a pro rata basis among all Selling Holders: first for the accountof the Holder, and second by all other Selling Holders.

# Section3.               Form S-3 Registration.

## 3.1.      If the Company receivesa request from Holders of at least 10% of the Registrable Securities thenoutstanding that the Company effect a registration on Form S-3 (a “FormS-3 Registration”) with respect to all or a part of the RegistrableSecurities owned by such Holders (the “Initiating Holders”), then theCompany shall:

## (i)within 10 days after the date such request is given, give notice of theproposed registration to all Holders other than the Initiating Holders (the “S-3 Notice”); and

## (ii)as soon as practicable, use its commercially reasonable efforts to effect suchregistration as would permit or facilitate the sale and distribution of all orsuch portion of such Initiating Holders’ Registrable Securities as arespecified in such request, together with all or such portion of the RegistrableSecurities of any other Holders joining in such request as are specified in arequest given to the Company within 15 days after the S-3 Notice isgiven; provided, however, that the Company shall not be obligatedto effect any such registration pursuant to this Section 3 if:

6

----

## (a)           Form S-3 is not then availablefor such offering by the Holders;

## (b)           the Holders, together with theholders of any other securities of the Company entitled to and requestinginclusion in such registration, propose to sell Registrable Securities and suchother securities (if any) at an aggregate price to the public (net of anyunderwriting discounts, selling commissions and state transfer taxes applicableto the sale of Registrable Securities) of less than $2,000,000; or

## (c)           the Company furnishes to theInitiating Holders a certificate signed by the chief executive officer of theCompany stating that in the good faith judgment of the Board, it would bematerially detrimental to the Company and its shareholders for such Form S-3registration to be effected at such time, in which event the Company shall havethe right to defer the filing of the Form S-3 registration statement fora period of not more than 90 days after receipt of the request of theInitiating Holders under this Section 3; provided, however,that the Company shall not invoke this right more than once in any twelve monthperiod; and providedfurther that the Company shall not registerany securities for its own account or that of any other stockholder during such90 day period other than pursuant to (A) a registration relating to the sale ofsecurities to employees of the Company pursuant to a stock option, stockpurchase, or similar plan; (B) a registration on any form that does not includesubstantially the same information as would be required to be included in aregistration statement covering the sale of the Registrable Securities on FormS-3; or (C) a registration in which the only Common Stock being registered isCommon Stock issuable upon conversion of debt securities that are also beingregistered.

## 3.2.      The Company shall beobligated to effect no more than two S-3 Registrations pursuant to this Section3, and no such registrations shall be counted as a Demand Registrationeffected pursuant to Section 2.

3.3           Should any Form S-3Registration pursuant to this Section 3 be a shelf registration pursuantto Rule 415 under the Securities Act (the “Shelf Registration”), thenthe registration statement to be filed in connection therewith shall providefor the resale by Holders of all of the Registrable Securities affected therebyin accordance with the manner of sale provisions set forth in Rule 144(f) underthe Securities Act or otherwise in customary brokerage transactions on theNasdaq Capital Market or other public market on which the Common Stock istraded; provided, however, no more than 400,000 Registrable Securities can beregistered as Shelf Registrations at any given time.

3.4           The Company shalluse its reasonable best efforts to keep any Form S-3 Registration (other than aShelf Registration) continuously effective for up to 90 days or until suchearlier date as of which all the Registrable Securities under the registrationstatement shall have been disposed of in the manner described in the registrationstatement, and to keep any Shelf Registration continuously effective until thedate that is two years after the date hereof or such shorter period ending (i)when the Registrable Securities cease to meet the definition of RegistrableSecurities or (ii) the Company’s obligations hereunder terminate pursuant toSection 14.9; provided, however, that the Company shall beentitled to postpone Transfers under a registration statement filed under thisSection 3 on Form S-3 and to require Holders to discontinue any Transferscovered by a Shelf Registration for a reasonable period of time due to 

7

----

(A)the existence of a material development or potential material developmentinvolving the Company which the Company would be obligated to disclose in theprospectus contained in the registration statement, which disclosure would inthe good faith judgment of the Board be premature or otherwise inadvisable atsuch time and would have a material adverse affect upon the Company and itsshareholders, (B) it is necessary for the Company to supplement the prospectusor make an appropriate filing under the Exchange Act so as to cause theprospectus to become current, or (C) the Company is required under theSecurities Act and the regulations thereunder to amend the registrationstatement in order to cause the prospectus to be current.  In the event that the Company determines thata supplement to the prospectus, the filing of a report pursuant the ExchangeAct or an amendment to the registration statement under the Securities Act isnecessary, the Company will take such actions as soon as practicable; whereuponit will notify the Initiating Holders of the filing of such supplement, reportor amendment, and, in the case of an amendment, the effectiveness thereof; providedfurther, that the Company will not invoke this right more than once inany twelve month period.

# Section4.               Piggyback Registration.

## 4.1.      If at any time duringthe term of this Agreement the Company proposes to register (including for thispurpose a registration effected by the Company for shareholders of the Companyother than the Holders) securities under the Securities Act in connection withthe public offering solely for cash on Forms S-1 or S-3 (or any replacement orsuccessor forms), the Company shall promptly give each Holder written notice ofsuch registration (a “Piggyback Registration”).  Upon the written request of each Holder givenwithin 20 days following the date of such notice, the Company shall cause to beincluded in such registration statement and use its reasonable best efforts tobe registered under the Securities Act all the Registrable Securities that eachsuch Holder shall have requested to be registered.  The Company shall have the absolute right towithdraw or cease to prepare or file any registration statement for anyoffering referred to in this Section 3 without any obligation orliability to any Holder.

## 4.2.      If the Underwriters’Representative or Agent shall advise the Company in writing (with a copy toeach Selling Holder) that, in its opinion, the amount of Registrable Securitiesrequested to be included in such registration would materially adversely affectsuch offering, or the timing thereof, then the Company will include in suchregistration, to the extent of the amount and class which the Company is soadvised can be sold without such material adverse effect in such offering:  first, all securities proposed to be sold bythe Company for its own account; and second, all other securities beingregistered pursuant to the exercise of contractual rights comparable to therights granted in Section 2, Section 3 or Section 4, prorata based on the estimated gross proceeds from the sale thereof; provided,however, that the Registrable Securities that have been requested to beregistered shall not be reduced below 40% of the shares included in suchregistration unless such action is necessary to avoid a material adverse effecton the Company taken as a whole.

## 4.3.      The Company shall beobligated to effect no more than three Piggyback Registrations pursuant to thisSection 4.

## 4.4.      If the Company haspreviously filed a registration statement with respect to RegistrableSecurities pursuant to Section 2, Section 3 or this Section 4,and if such previous registration has not been withdrawn or abandoned, theCompany need not file or cause to be 

8

----

## effectedany other registration of any of its equity securities or securitiesconvertible or exchangeable into or exercisable for its equity securities underthe Securities Act (except on Form S-3 or any successor form), whether on itsown behalf or at the request of any holder or holders of such securities, untila period of 180 days has elapsed from the effective date of such a previousregistration.

# Section5.               RegistrationProcedures.

Wheneverrequired under Section 2,Section 3 or Section 4 to effectthe registration of any Registrable Securities, the Company shall, asexpeditiously as practicable:

## 5.1.      Prepareand file with the Commission a registration statement with respect to suchRegistrable Securities and use the Company’s reasonable best efforts to causesuch registration statement to become effective; provided, however,that before filing a registration statement or prospectus or any amendments orsupplements thereto, including documents incorporated by reference after theinitial filing of the registration statement and prior to effectivenessthereof, the Company shall furnish to one firm of counsel for the SellingHolders copies of all such documents in the form substantially as proposed tobe filed with the Commission at least four Business Days prior to filing forreview and comment by such counsel.

## 5.2.      Prepareand file with the Commission such amendments and supplements to suchregistration statement and the prospectus used in connection with suchregistration statement as may be necessary to comply with the provisions of theSecurities Act and rules thereunder with respect to the disposition of allsecurities covered by such registration statement.  If the registration is for an underwritten offering,the Company shall amend the registration statement or supplement the prospectuswhenever required by the terms of the underwriting agreement entered intopursuant to Section 6.2.  If theregistration is for an underwritten offering, and if any event or developmentoccurs as a result of which the registration statement or prospectus contains amisstatement of a material fact or omits to state a material fact required tobe stated therein or necessary to make the statements therein not misleading, theCompany shall promptly notify each Selling Holder, amend the registrationstatement or supplement the prospectus so that each will thereafter comply withthe Securities Act and furnish to each Selling Holder of Registrable Securitiessuch amended or supplemented prospectus, which each such Holder shallthereafter use in the Transfer of Registrable Securities covered by suchregistration statement.  Pending suchamendment or supplement each such Holder shall cease making the offers orTransfers of Registrable Securities pursuant to the prior prospectus.  In the event that any Registrable Securitiesincluded in a registration statement subject to, or required by, this Agreementremain unsold at the end of the period during which the Company is obligated touse its reasonable best efforts to maintain the effectiveness of suchregistration statement, the Company may file a post-effective amendment to theregistration statement for the purpose of removing such securities fromregistered status.

## 5.3.      Furnishto each Selling Holder of Registrable Securities, without charge, such numbersof copies of the registration statement, any pre-effective or post-effectiveamendment thereto, the prospectus, including each preliminary prospectus andany amendments or supplements thereto, in each case in conformity with therequirements of the Securities Act and the rules thereunder, and such otherrelated documents as any such Selling Holder may reasonably 

9

----

## request in order to facilitate the disposition of Registrable Securitiesowned by such Selling Holder.

## 5.4.      Useits reasonable best efforts (i) to register and qualify the securities coveredby such registration statement under such other securities or blue sky laws ofsuch states or domestic jurisdictions as shall be reasonably requested by theUnderwriters’ Representative or Agent (as applicable, or, if inapplicable, theSelling Holders), and (ii) to obtain the withdrawal of any order suspending theeffectiveness of a registration statement, or the lifting of any suspension ofthe qualification (or exemption from qualification) of the offer and transferof any of the Registrable Securities in any jurisdiction, at the earliestpossible moment; provided, however, that the Company shall not berequired in connection therewith or as a condition thereto to qualify to dobusiness, to subject itself to taxation or to file a general consent to serviceof process in any such states or jurisdictions.

## 5.5.      In the event of anyunderwritten or agented offering, enter into and perform the Company’sobligations under an underwriting or agency agreement (includingindemnification and contribution obligations of underwriters or agents), inusual and customary form, with the managing underwriter or underwriters of oragents for such offering.  The Companyshall also cooperate with the Selling Holders, and the Underwriters’Representative or Agent for such offering in the marketing of the RegistrableSecurities, including making available the Company’s officers, independentregistered public accountants, counsel, premises, books and records for suchpurpose, but the Company shall not be required to incur any out-of-pocketexpense pursuant to this sentence.

## 5.6.      Promptly notify eachSelling Holder of any stop order issued or threatened to be issued by theCommission in connection therewith and take all reasonable actions required toprevent the entry of such stop order or to remove it if entered.

## 5.7.      Make generally availableto the Company’s security holders copies of all periodic reports, proxy statements,and other information referred to in Section 11.1 and, as soon asreasonably practicable, an earnings statement satisfying the provisions ofSection 11(a) of the Securities Act covering the 12-month period beginningwithin three months after the effective date of each registration statementfiled pursuant to this Agreement.

## 5.8.      Make available forinspection by any Selling Holder, any underwriter participating in suchoffering and the representatives of such Selling Holder and underwriter (but notmore than one firm of counsel to such Selling Holders), all financial and otherinformation as shall be reasonably requested by them, and provide the SellingHolder, any underwriter participating in such offering and the representativesof such Selling Holder and underwriter the opportunity to discuss the businessaffairs of the Company with its appropriate officers and independent publicaccountants who have certified the audited financial statements included insuch registration statement, in each case all as necessary to enable them toexercise their due diligence responsibility under the Securities Act; provided,however, that information that the Company determines, in good faith, tobe confidential, and which the Company advises such Person in writing isconfidential, shall not be disclosed unless such Person signs a confidentialityagreement reasonably satisfactory to the Company or the related Selling Holderof Registrable Securities agrees to be responsible for such Person’s breach ofconfidentiality on terms satisfactory to the Company.

10

----

## 5.9.      Use the Company’sreasonable best efforts to obtain a so-called “comfort letter” from itsindependent public accountants and legal opinions of counsel to the Companyaddressed to the Selling Holders, in customary form and covering such mattersof the type customarily covered by such letters, and in a form that shall bereasonably satisfactory to the Selling Holders. The Company shall furnish to each Selling Holder a signed counterpart ofany such comfort letter or legal opinion. Delivery of any such opinion or comfort letter shall be subject to therecipient furnishing such written representations or acknowledgments as arecustomarily provided by selling shareholders who receive such comfort lettersor opinions.

## 5.10.    Provide and cause to bemaintained a transfer agent and registrar for all Registrable Securitiescovered by such registration statement from and after a date not later than theeffective date of such registration statement.

## 5.11.    Use all reasonableefforts to cause the Registrable Securities covered by such registrationstatement (i) if the Common Stock is then listed on a securities exchange orincluded for quotation in a recognized trading market, to continue to be solisted or included for a reasonable period of time after the offering, and (ii)to be registered with or approved by such other United States or stategovernmental agencies or authorities as may be necessary by virtue of thebusiness and operations of the Company to enable the Selling Holders ofRegistrable Securities to consummate the disposition of such RegistrableSecurities.

## 5.12.    Use the Company’sreasonable efforts to provide a CUSIP number for the Registrable Securitiesprior to the effective date of the first registration statement includingRegistrable Securities.

## 5.13.    Take such other actionsas are reasonably required in order to expedite or facilitate the dispositionof Registrable Securities included in each such registration.

# Section6.               Holders’ Obligations.

Itshall be a condition precedent to the obligations of the Company to take anyaction pursuant to this Agreement with respect to the Registrable Securities ofany Selling Holder of Registrable Securities that such Selling Holder shall:

## 6.1.      Furnish to the Companysuch information regarding such Selling Holder, the number of the RegistrableSecurities owned by it, and the intended method of disposition of suchsecurities as shall be required to effect the registration of such SellingHolder’s Registrable Securities, and to cooperate with the Company in preparingsuch registration.

## 6.2.      Agree to sell theirRegistrable Securities to the underwriters (if any) at the same price and onsubstantially the same terms and conditions as the Company or the other Personson whose behalf the registration statement was being filed have agreed to selltheir securities, and to execute the underwriting agreement (if any) agreed toby the Selling Holders (in the case of a registration under Section 2 orSection 3) or the Company and the Selling Holders (in the case of aregistration under Section 4).

11

----

# Section 7.               Expenses of Registration.

Expensesin connection with registrations pursuant to this Agreement shall be allocatedand paid as follows:

## 7.1.      Except as otherwiseprovided in this Section 7.1, with respect to a Demand Registrationpursuant to Section 2, the Company shall bear and pay all expensesincurred in connection with any registration, filing, or qualification ofRegistrable Securities with respect to such Demand Registration for eachSelling Holder (which right may be assigned to any Person to whom RegistrableSecurities are Transferred as permitted by Section 9), including allregistration, filing and National Association of Securities Dealers, Inc. fees,all fees and expenses of complying with securities or blue sky laws, all wordprocessing, duplicating and printing expenses, messenger and delivery expenses,the reasonable fees and disbursements of counsel for the Company and of theCompany’s independent registered public accountants, including the expenses of “coldcomfort” letters required by or incident to such performance and compliance(the “Registration Expenses”); provided, however, theCompany shall only be obligated for up to a maximum aggregate of the first onehundred thousands dollars ($100,000) of such Registration Expenses, after whichpoint any remaining Registration Expenses for the Demand Registration shall beborne pro rata by the Selling Holders; providedfurther, that anyfees and disbursements of counsel for the Selling Holders and any underwritingdiscounts and commissions relating to the Selling Holder’s RegistrableSecurities shall be borne and paid exclusively by the Selling Holders.

## 7.2.      The Company shall bearand pay all Registration Expenses incurred in connection with any Form S-3Registrations pursuant to Section 3 or any Piggyback Registrationspursuant to Section 4 for each Selling Holder (which right may beTransferred to any Person to whom Registrable Securities are Transferred aspermitted by Section 9), but excluding underwriting discounts andcommissions relating to Registrable Securities and any fees and disbursementsof counsel for the Selling Holders (which shall be paid on a pro rata basis bythe Selling Holders of Registrable Securities).

## 7.3.      Any failure of theSelling Holders or the Company to pay any Registration Expenses as required bythis Section 7 shall not relieve the Selling Holders or the Company, asapplicable, of its obligations under this Agreement.

# Section 8.               Indemnification; Contribution.

Ifany Registrable Securities are included in a registration statement under thisAgreement:

## 8.1.      To the extent permittedby applicable law, the Company shall indemnify and hold harmless each SellingHolder, each Person, if any, who controls such Selling Holder within themeaning of the Securities Act, and each officer, director, partner, andemployee of such Selling Holder and such controlling Person, against any andall losses, claims, damages, liabilities and reasonable expenses (joint or several),including reasonable attorneys’ fees and disbursements and expenses ofinvestigation, incurred by such party pursuant to any actual or threatenedaction, suit, proceeding or investigation, or to which any of the foregoing Persons may become subject under theSecurities Act, the Exchange Act or other federal or state laws, insofar assuch losses, claims, 

12

----

## damages,liabilities and reasonable expenses arise out of or are based upon any of thefollowing statements, omissions or violations (collectively a “Violation”):

(i)            Any untruestatement or alleged untrue statement of a material fact contained in suchregistration statement, including any preliminary prospectus or finalprospectus contained therein, or any amendments or supplements thereto;

(ii)           The omission oralleged omission to state therein a material fact required to be statedtherein, or necessary to make the statements therein not misleading; or

(iii)          Any violation oralleged violation by the Company of the Securities Act, the Exchange Act, anyapplicable state securities law or any rule or regulation promulgated under theSecurities Act, the Exchange Act or any applicable state securities law; provided,however, that the indemnification required by this Section 8.1shall not apply to amounts paid in settlement of any such loss, claim, damage,liability or expense if such settlement is effected without the consent of theCompany, nor shall the Company be liable in any such case for any such loss,claim, damage, liability or expense to the extent that it arises out of or isbased upon a Violation which occurs in reliance upon and in  conformity with written information furnishedby the indemnified party expressly for use in connection with suchregistration; providedfurther, that the indemnity agreementcontained in this Section 8 shall not apply to any underwriter to theextent that any such loss is based on or arises out of an untrue statement oralleged untrue statement of a material fact, or an omission or alleged omissionto state a material fact, contained in or omitted from any preliminaryprospectus if the final prospectus shall correct such untrue statement oralleged untrue statement, or such omission or alleged omission, and a copy ofthe final prospectus has not been sent or given to such person at or prior tothe confirmation of sale to such person if such underwriter was under anobligation to deliver such final prospectus and failed to do so.  The Company shall also indemnify the SellingHolders against claims asserted by underwriters, selling brokers, dealermanagers and similar securities industry professionals participating in thedistribution, their officers, directors, agents and employees and each personwho controls such persons (within the meaning of Section 15 of the SecuritiesAct or Section 20 of the Exchange Act) to the same extent as provided abovewith respect to the indemnification of the Selling Holders.

## 8.2.      To the extent permittedby applicable law, each Selling Holder shall indemnify and hold harmless theCompany, each of its directors, each of its officers who shall have signed theregistration statement, each Person, if any, who controls the Company withinthe meaning of the Securities Act, any other Selling Holder, any controllingPerson of any such other Selling Holder and each officer, director, partner,and employee of such other Selling Holder and such controlling Person, againstany and all losses, claims, damages, liabilities and expenses (joint andseveral), including reasonable attorneys’ fees and disbursements and expensesof investigation, incurred by such party pursuant to any actual or threatenedaction, suit, proceeding or investigation, or to which any of the foregoingPersons may otherwise become subject under the Securities Act, the Exchange Actor other federal or state laws, insofar as such losses, claims, damages,liabilities and expenses arise out of or are based upon any Violation, in eachcase to the extent (and only to the extent) that such Violation occurs inreliance upon and in conformity with written information about such SellingHolder furnished by such Selling Holder to the Company expressly for use inconnection with such registration; provided, however, that (x)the indemnification required by this 

13

----

## Section8.2 shall not applyto amounts paid in settlement of any such loss, claim, damage, liability orexpense if settlement is effected without the consent of the relevant SellingHolder of Registrable Securities, and (y) in no event shall the amount of anyindemnity under this Section 8.2 exceed the gross proceeds from theapplicable offering received by such Selling Holder.

## 8.3.      Promptly after receiptby an indemnified party under this Section 8 of notice of thecommencement of any action, suit, proceeding, investigation or threat thereof madein writing for which such indemnified party may make a claim under this Section8, such indemnified party shall deliver to the indemnifying party a writtennotice of the commencement thereof and the indemnifying party shall have theright to participate in, and, to the extent the indemnifying party so desires,jointly with any other indemnifying party similarly noticed, to assume thedefense thereof with counsel mutually satisfactory to the parties.  The failure to deliver written notice to theindemnifying party within a reasonable time following the commencement of anysuch action, if prejudicial to its ability to defend such action, shall relievesuch indemnifying party of any liability to the indemnified party under this Section8 but shall not relieve the indemnifying party of any liability that it mayhave to any indemnified party otherwise than pursuant to this Section 8.  Any fees and expenses incurred by theindemnified party (including any fees and expenses incurred in connection withinvestigating or preparing to defend such action or proceeding) shall be paidto the indemnified party, as incurred, within 30 days of written notice thereofto the indemnifying party; provided, however, that such notice isaccompanied by an appropriate undertaking of the indemnified party to reimbursethe indemnifying party to the extent it is ultimately determined that suchparty is not entitled to indemnification. Any such indemnified party shall have the right to employ separatecounsel in any such action, claim or proceeding and to participate in thedefense thereof, but the fees and expenses of such counsel shall be theexpenses of such indemnified party unless (i) the indemnifying party has agreedto pay such fees and expenses or (ii) the indemnifying party shall have failedto promptly assume the defense of such action, claim or proceeding.  No indemnifying party shall be liable to anindemnified party for any settlement of any action, proceeding or claim withoutthe written consent of the indemnifying party.

## 8.4.      If the indemnificationrequired by this Section 8 from the indemnifying party is unavailable toan indemnified party hereunder in respect of any losses, claims, damages,liabilities or expenses referred to in this Section 8:

(i)            The indemnifyingparty, in lieu of indemnifying such indemnified party, shall contribute to theamount paid or payable by such indemnified party as a result of such losses,claims, damages, liabilities or expenses in such proportion as is appropriateto reflect the relative fault of the indemnifying party and indemnified partiesin connection with the actions which resulted in such losses, claims, damages,liabilities or expenses, as well as any other relevant equitableconsiderations.  The relative fault ofsuch indemnifying party and indemnified parties shall be determined byreference to, among other things, whether any Violation has been committed by,or relates to information supplied by, such indemnifying party or indemnifiedparties, and the parties’ relative intent, knowledge, access to information andopportunity to correct or prevent such Violation.  The amount paid or payable by a party as aresult of the losses, claims, damages, liabilities and expenses referred toabove shall be deemed to include, subject to the limitations set forth in Section8.1 and Section 8.2, any legal or other fees or expenses reasonablyincurred by such party in connection with any investigation or proceeding.

14

----

(ii)           The parties heretoagree that it would not be just and equitable if contribution pursuant to this Section 8.4were determined by pro rata allocation or by any other method of allocationwhich does not take into account the equitable considerations referred to in Section8.4(i).  No Person guilty offraudulent misrepresentation (within the meaning of Section 11(f) of theSecurities Act) shall be entitled to contribution from any Person who was notguilty of such fraudulent misrepresentation.

## 8.5.      If indemnification isavailable under this Section 8, the indemnifying parties shall indemnifyeach indemnified party to the full extent provided in this Section 8without regard to the relative fault of such indemnifying party or indemnifiedparty or any other equitable consideration referred to in Section 8.4.

## 8.6.      The obligations of theCompany and the Selling Holders of Registrable Securities under this Section8 shall survive the completion of any offering of Registrable Securitiespursuant to a registration statement under this Agreement or otherwise.

# Section 9.               Transfer of Registration Rights.

Subjectto restrictions in the Warrants and in the Services Agreement on the right totransfer the Shares, including, without limitation, the right of first refusalin favor of the Company and the prohibition of transfer to any competitor orreasonably foreseeable competitor of the Company, rights with respect to theShares constituting Registrable Securities may be transferred by JNI withrespect to more than 400,000 Shares to any third party transferee (other than acompetitor or potential competitor of the Company). Any transferee to whomrights under this Agreement are so transferred shall, as a condition to suchtransfer, have executed and delivered to the Secretary of the Company aproperly completed agreement substantially in the form of Exhibit A, andthe transferor shall have delivered to the Secretary of the Company, no laterthan 15 days following the date of the Transfer, written notification of suchTransfer setting forth the name of the transferor, name and address of thetransferee, and the number of Registrable Securities which shall have been sotransferred.

# Section 10.             Holdback.

EachHolder entitled pursuant to this Agreement to have Registrable Securitiesincluded in a registration statement prepared pursuant to this Agreement, if sorequested by the Underwriters’ Representative or Agent in connection with anoffering of any Registrable Securities, shall not effect any public sale ordistribution of shares of Common Stock or any securities convertible into orexchangeable or exercisable for shares of Common Stock, including a salepursuant to Rule 144 under the Securities Act (except as part of suchunderwritten or agented registration), during the 30 day period prior to, andduring the 90 day period beginning on, the date such registration statement isdeclared effective under the Securities Act by the Commission, provided,however, that such Holder is timely notified of such effective date inwriting by the Company or such Underwriters’ Representative or Agent.  In order to enforce the foregoing covenant,the Company shall be entitled to impose stop-transfer instructions with respectto the Registrable Securities of each Holder until the end of such period.

15

----

# Section 11.             Covenants of the Company.

TheCompany hereby agrees and covenants as follows:

## 11.1.    The Company shall file asand when applicable, on a timely basis, all reports required to be filed by itunder the Exchange Act.  If the Companyis not required to file reports pursuant to the Exchange Act, upon the requestof any Holder of Registrable Securities, the Company shall make publiclyavailable the information specified in subparagraph (c)(2) of Rule 144 of theSecurities Act, and take such further action as may be reasonably required fromtime to time and as may be within the reasonable control of the Company, toenable the Holders to transfer Registrable Securities without registrationunder the Securities Act within the limitation of the exemptions provided byRule 144 under the Securities Act or any similar rule or regulation hereafteradopted by the Commission.

## 11.2.    The Company shall noteffect any public sale or distribution of any shares of Common Stock or anysecurities convertible into or exchangeable or exercisable for shares of CommonStock, during the five Business Days prior to, and during the 90-day periodbeginning on, the commencement of a public distribution of the RegistrableSecurities pursuant to any registration statement prepared pursuant to thisAgreement.  The Company shall not effectany registration of its securities (other than on Forms S-4 or Forms S-8 or anysuccessor forms or pursuant to such other registration rights agreements as maybe approved in writing by the Selling Holders), or effect any public or privatesale or distribution of any of its securities, including a sale pursuant toRegulation D under the Securities Act, whether on its own behalf or at therequest of any holder or holders of such securities from the date of a requestfor a Demand Registration pursuant to Section 2.1 until the earlier of(x)****90 days following the date asof which all securities covered by such Demand Registration shall have beenTransferred, and (y) 180 days following the effective date of such DemandRegistration, unless the Company shall have previously notified in writing allSelling Holders of the Company’s desire to do so, and Selling Holders owning amajority of the Registrable Securities or the Underwriters’ Representative, ifany, shall have consented thereto in writing.

## 11.3.    The Company shall not,directly or indirectly, (x) enter into any merger, consolidation orreorganization in which the Company shall not be the surviving corporation or(y) transfer or agree to transfer all or substantially all the Company’sassets, unless prior to such merger, consolidation, reorganization or assetTransfer, the surviving corporation or the transferee, respectively, shall haveagreed in writing to assume the obligations of the Company under thisAgreement, and for that purpose references hereunder to “Registrable Securities”shall be deemed to include the securities which the Holders of RegistrableSecurities would be entitled to receive in exchange for Registrable Securitiespursuant to any such merger, consolidation or reorganization.

# Section 12.             Amendment, Modification andWaivers; Further Assurances.

(i)            This Agreement maybe amended with the consent of the Company, and the Company may take any actionherein prohibited, or omit to perform any act herein required to be performedby it, only if the Company shall have obtained the written consent of Holdersowning Registrable Securities possessing a majority in number of theRegistrable Securities then outstanding to such amendment, action or omissionto act.

16

----

(ii)           No waiver of anyterms or conditions of this Agreement shall operate as a waiver of any otherbreach of such terms and conditions or any other term or condition, nor shallany failure to enforce any provision hereof operate as a waiver of suchprovision or of any other provision hereof. No written waiver hereunder, unless it by its own terms explicitlyprovides to the contrary, shall be construed to effect a continuing waiver ofthe provisions being waived, and no such waiver in any instance shallconstitute a waiver in any other instance or for any other purpose or impairthe right of the party against whom such waiver is claimed in all otherinstances or for all other purposes to require full compliance with suchprovision.

(iii)          Each of the partieshereto shall execute all such further instruments and documents and take allsuch further action as any other party hereto may reasonably require in orderto effectuate the terms and purposes of this Agreement.

# Section 13.             Assignment; Benefit.

ThisAgreement and all of the provisions hereof shall be binding upon and shallinure to the benefit of the parties hereto and their permitted successors andassigns.  A Holder may transfer itsrights hereunder to a successor in interest to the Registrable Securities ownedby such assignor only as permitted by Section 9.

# Section 14.             Miscellaneous.

## 14.1.    Governing Law.  **THISAGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THESTATE OF NEW YORK, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDERAPPLICABLE PRINCIPLES OF CONFLICT OF LAWS.**

## 14.2.    Notices.  All notices and other communicationshereunder shall be in writing and shall be deemed given if deliveredpersonally, sent by overnight courier (with delivery confirmed) or telecopied(with a confirmatory copy sent by overnight courier) to the parties at thefollowing addresses (or at such other address for a party as shall be specifiedby like notice):

(i)        if to Company, to:

Metro OneTelecommunications, Inc.

11200 Murray Scholls Place

Beaverton, OR 97008

Attn:  Chief Executive Officer

TelecopyNo.:  503-521-8443

            with a copy (whichshall not constitute notice) to:

Heller Ehrman LLP

333 South Hope Street, 39th Floor

Los Angeles, CA  90071

Attn:  Neal H. Brockmeyer, Esq.

TelecopyNo.:  213-614-1868

17

----

(ii)       if to the originalHolder, to:

Jingle Networks, Inc..

New England Executive Park,West Wing 3rd Floor

Burlington, MA 01803

Attn: Chief TechnologyOfficer

TelecopyNo.: 707-202-3399

            with a copy (whichshall not constitute notice) to:

Ropes & Gray LLP

One Embarcadero, Suite 220

San Francisco, CA 94111

Attn:  Christopher Austin

Telecopy No.: 415-315-6350

Inthe event of a Transfer of any Registrable Securities, notices given pursuantto this Agreement to a subsequent Holder shall be delivered to the relevantaddress specified in the relevant agreement in the form of Exhibit Awhereby such Holder became bound by the provisions of this Agreement.

Exceptas otherwise provided in this Agreement, the date of each such notice andrequest shall be deemed to be, and the date on which each such notice andrequest shall be deemed given shall be: at the time delivered, if personally delivered or mailed; when receiptis acknowledged, if sent by telecopy; and the next Business Day after timelydelivery to the courier, if sent by overnight air courier guaranteeing nextBusiness Day delivery.

## 14.3.    Entire Agreement;Integration.  This Agreementsupersedes all prior agreements between or among any of the parties hereto withrespect to the subject matter contained herein, and embodies the entireunderstanding among the parties relating to such subject matter.

## 14.4.    Injunctive Relief.  Each of the parties hereto acknowledges thatin the event of a breach by any of them of any material provision of thisAgreement, the aggrieved party may be without an adequate remedy at law.  Each of the parties therefore agrees that inthe event of such a breach hereof the aggrieved party may elect to instituteand prosecute proceedings in any court of competent jurisdiction to enforcespecific performance or to enjoin the continuing breach hereof.  By seeking or obtaining any such relief, theaggrieved party shall not be precluded from seeking or obtaining any otherrelief to which it may be entitled.

## 14.5.    Counterparts.  This Agreement may be executed in any numberof counterparts, each of which shall be an original, and all of which shalltogether constitute one and the same instrument.  All signatures need not be on the samecounterpart.

## 14.6.    Severability.  If any provision of this Agreement shall beinvalid or unenforceable, such invalidity or unenforceability shall not affectthe validity and enforceability of the remaining 

18

----

## provisionsof this Agreement, unless the result thereof would be unreasonable, in whichcase the parties hereto shall negotiate in good faith as to appropriateamendments hereto.

## 14.7.    Filing.  A copy of this Agreement and of allamendments thereto shall be filed at the principal executive office of theCompany with the corporate secretary of the Company.

## 14.8.    Termination.  This Agreement may be terminated at any timeby a written instrument signed by the parties hereto.  Unless sooner terminated in accordance withthe preceding sentence, this Agreement (other than Section 8 hereof)shall terminate in its entirety on such date as there shall be no RegistrableSecurities outstanding, provided, however, that any shares ofCommon Stock previously subject to this Agreement shall not be RegistrableSecurities following the sale of any such shares in an offering registeredpursuant to this Agreement; and providedfurther that a Holdershall cease to be a Holder under this Agreement for all purposes if such Holder(i) is provided with an opinion of counsel of the Company which is reasonablysatisfactory to Holder to the effect that such Holder may sell all of theRegistrable Securities owned by it without registration under the SecuritiesAct and (ii) enters into an agreement with the Company pursuant to which theCompany agrees to remove all legends and “stop transfers” relating to suchRegistrable Securities.

## 14.9.    Attorneys’ Fees.  In any action or proceeding brought toenforce any provision of this Agreement, or where any provision hereof isvalidly asserted as a defense, the successful party shall be entitled torecover reasonable attorneys’ fees (including any fees incurred in any appeal)in addition to its costs and expenses and any other available remedy.

## 14.10.  No Third PartyBeneficiaries.   Nothing hereinexpressed or implied is intended to confer upon any person, other than theparties hereto or their respective permitted successors and assigns, anyrights, remedies, obligations or liabilities under or by reason of thisAgreement,****except as expresslyprovided in this Agreement.

19

----

**IN WITNESS WHEREOF**, this Agreement has been duly executed by the parties hereto as of thedate and year first written above.
|        | METRO ONE  TELECOMMUNICATIONS, INC. |
|--------|-------------------------------------|
|   |                                |   |
|   | By:                                 | /s/ Gary E.  Henry |
|   | Name:                               | Gary E. Henry |
|   | Title:                              | President and  CEO |
|   |                                |   |
|   | JINGLE NETWORKS,  INC.              |
|   |                                |   |
|   | By:                                 | /s/ Scott A.  Kliger |
|   | Name:                               | Scott A. Kliger |
|   | Title:                              | CTO |

 

SIGNATURE PAGE TO

REGISTRATION RIGHTS AGREEMENT

20

----

EXHIBIT A

to Registration

Rights Agreement

AGREEMENT TO BE BOUNDBY THE REGISTRATION RIGHTS AGREEMENT

The undersigned, being the transferee of ______ shares of the commonstock, no par value (the “Registrable Securities”), of Metro OneTelecommunications, Inc., an Oregon corporation (the “Company”), as acondition to the receipt of such Registrable Securities, acknowledges thatmatters pertaining to the registration of such Registrable Securities isgoverned by the Registration Rights Agreement dated as of July 1, 2006,initially among the Company and the Holder referred to therein (the “Agreement”),and the undersigned hereby (1) acknowledges receipt of a copy of the Agreement,and (2) agrees to be bound as a Holder by the terms of the Agreement, as thesame has been or may be amended from time to time.

Agreed to this __ day of ______________, 200_.

_________________________________

_________________________________*

_________________________________*

*Include address for notices.

 

A-1

----