DEBENTURE REGISTRATION RIGHTS AGREEMENT


      DEBENTURE REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of
November 4, 2005, by and between Hybrid Fuel Systems, Inc., a company organized
under the laws of state of Georgia, (the "Company"), and the undersigned Holder
(the "Holder").

      WHEREAS, upon the terms and subject to the conditions of the Subscription
Agreement between the Holder and the Company (the "Subscription Agreement"), the
Company has agreed to issue and sell to the Holder convertible debentures of the
Company (the "Debentures"), which will be convertible into shares of the
Company's common stock, $.001 par value per share (the "Common Stock"), of the
Company.

      WHEREAS, to induce the Holder to execute and deliver the Subscription
Agreement, Warrant Agreement, Security Agreement, Irrevocable Transfer Agent
Agreement and the Debenture Agreement, the Company has agreed to provide certain
registration rights under the Securities Act of 1933, as amended, and the rules
and regulations thereunder, or any similar successor statute (collectively, the
"1933 Act"), and applicable state securities laws, with respect to the shares of
Common Stock issuable pursuant to the Subscription Agreement, Warrant Agreement
and Debenture Agreement.

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


            1.    DEFINITIONS.

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

a. "Closing Date" shall mean the date in the preamble of this Agreement.

b. "Debenture" or "Debentures" mean the convertible debenture issued by the
Company to the Holder.

c. "Holder" shall mean Dutchess Private Equities Fund, II, LP

d. "Effective Date" shall mean the date the SEC has declared the Registration
Statement effective and the Company has filed all necessary amendments,
including the letter to request accelerated effectiveness and the following
Prospectus covering the resale of Shares.

e. "Face Amount" means three hundred and forty thousand dollars ($340,000) to be
invested by the Holder.

f. "Filing Date" shall mean the date the Registration Statement has been filed
with the SEC and no stop order of acceptance has been issued by the SEC. g.
"Filing Deadline" shall mean the date which is twenty-one (21) calendar days
after the date in the preamble of this Agreement. In the event the Filing
Deadline occurs on a Saturday or Sunday or a public holiday, such deadline will
be made or condition or obligation performed on the previous business day.


                                       1
<PAGE>

g. "Person" means a corporation, a limited liability company, an association, a
partnership, an organization, a business, an individual, a governmental or
political subdivision thereof or a governmental agency.

h. "Potential Material Event" means any of the following: (i) the possession by
the Company of material information not ripe for disclosure in a Registration
Statement, which shall be evidenced by determinations in good faith by the Board
of Directors of the Company that disclosure of such information in the
Registration Statement would be detrimental to the business and affairs of the
Company, or (ii) any material engagement or activity by the Company which would,
in the good faith determination of the Board of Directors of the Company, be
adversely affected by disclosure in a Registration Statement at such time, which
determination shall be accompanied by a good faith determination by the Board of
Directors of the Company that the Registration Statement would be materially
misleading absent the inclusion of such information.

i. "Principal Market" means either The American Stock Exchange, Inc., The New
York Stock Exchange, Inc., the Nasdaq National Market, The Nasdaq SmallCap
Market or the National Association of Securities Dealer's, Inc. OTC electronic
bulletin board, whichever is the principal market on which the Common Stock is
listed.

j. "Register," "Registered," and "Registration" refer to a registration effected
by preparing and filing with the United States Securities and Exchange
Commission (the "SEC") one or more Registration Statements in compliance with
the 1933 Act and pursuant to Rule 415 under the 1933 Act or any successor rule
providing for offering securities on a continuous basis ("Rule 415"), and
effectiveness of such Registration Statement(s).

k. "Registrable Securities" means the shares of Common Stock issued or issuable
(i) pursuant to the Subscription Agreement and (ii) any shares of capital stock
issued or issuable with respect to such shares of Common Stock and Warrants, if
any, as a result of any stock split, stock dividend, recapitalization, exchange
or similar event or otherwise, which have not been (x) included in a
Registration Statement that has been declared effective by the SEC, (y) sold
under circumstances meeting all of the applicable conditions of Rule 144 (or any
similar provision then in force) under the 1933 Act or (z) saleable without
limitation as to time, manner and volume pursuant to Rule 144(k) (or any similar
provision then in force) under the 1933 Act.

l. "Registration Statement" means a registration statement of the Company filed
under the 1933 Act.

      All capitalized terms used in this Agreement and not otherwise defined
herein shall have the same meaning ascribed to them in the Subscription
Agreement or Debenture Agreement.


                                       2
<PAGE>

            2. REGISTRATION.

a. Mandatory Registration. Within twenty-one (21) days of the Closing Date
("Filing Deadline"), the Company shall prepare and file with the SEC a
Registration Statement or Registration Statements (as is necessary) on Form SB-2
(or, if such form is unavailable for such a registration, on such other form as
is available for such a registration), covering the resale of all of the
Registrable Securities, which Registration Statement(s) shall state that, in
accordance with Rule 416 promulgated under the 1933 Act, such Registration
Statement also covers such indeterminate number of additional shares of Common
Stock as may become issuable upon stock splits, stock dividends or similar
transactions. The Company shall initially register for resale an amount of
shares of Common Stock which would be issuable on the date preceding the filing
of the Registration Statement based on the Fixed Conversion Price (as defined in
the Debenture Agreement) of the Debentures on such date and the amount
reasonably calculated that represents the number of shares issuable pursuant to
the terms of the Offering, including those Shares underlying the Warrant
Agreement. The total amount of Shares shall be both 1) the amount specified in
the Warrant Agreement and 2) the Face Amount of the Debenture divided by the
Fixed Conversion Price. For example, if the Fixed Conversion Price is
twenty-seven cents ($.27) per share, the amount of Shares to be registered will
be one million two hundred and fifty-nine thousand and two hundred and fifty
shares (1,259,259) shares. (340,000/.27). In the event the Company cannot
register sufficient shares of Common Stock, due to the remaining number of
authorized shares of Common Stock being insufficient, the Company will use its
best efforts to register the maximum number of shares it can based on the
remaining balance of authorized shares and will use its best efforts to increase
the number of its authorized shares as soon as reasonably practicable.

b. The Company shall use its best efforts to have the Registration Statement
filed with the SEC within twenty-one (21) calendar days after the Closing Date
("Filing Deadline"). If the Registration Statement covering the Registrable
Securities required to be filed by the Company pursuant to Section 2(a) hereof
is not filed by the Filing Deadline, then the Company shall pay the Holder the
sum of two percent (2%) of the Face Amount of the Debentures outstanding as
liquidated damages, and not as a penalty. In addition, the Company shall
continue to pay the Holder the sum of two percent (2%) of the Face Amount of the
Debentures outstanding as liquidated damages, and not as a penalty, for each
fifteen (15) calendar day period, pro rata, compounded daily, immediately
following the Filing Deadline until the Registration Statement is filed. In
addition, if the Registration Statement covering the Registrable Securities
required to be filed by the Company pursuant to Section 2(a) hereof is not filed
by the Filing Deadline the Fixed Conversion Price of the Debentures will
decrease by ten percent (10%) of the original Fixed Conversion Price (as
determined on the Closing Date) and continue to decrease by ten percent (10%) of
the original Fixed Conversion Price for each fifteen (15) day calendar period
the Registration Statement goes without filing,. For example, in the event that
upon the twenty-second (22nd) day following Closing, the Registration Statement
has not been filed with the SEC, the Conversion Price shall decrease by two and
seven-tenths cents (.027) per share (.27*10%=.027), and continue to decrease by
seven-tenths cents (.027) per share for each fifteen (15) day calendar period
thereafter the Registration goes without filing.


                                       3
<PAGE>

      Notwithstanding the foregoing, the amounts payable by the Company pursuant
to this Section shall not be payable to the extent any delay in the filing of
the Registration Statement occurs because of an act of, or a failure to act or
to act timely by the Holder or is otherwise attributable to the Holder. The
damages set forth in this Section shall continue until the obligation is
fulfilled and shall be paid within three (3) business days after each twenty-one
(21) day period, or portion thereof, until the Registration Statement is filed.
Failure of the Company to make payment within said three (3) business days shall
be considered a default.

      The Company acknowledges that its failure to have the Registration
Statement filed within said twenty-one (21) calendar day period will cause the
Holder to suffer damages in an amount that will be difficult to ascertain.
Accordingly, the parties agree that it is appropriate to include in this
Agreement a provision for liquidated damages. The parties acknowledge and agree
that the liquidated damages provision set forth in this section represents the
parties' good faith effort to quantify such damages and, as such, agree that the
form and amount of such liquidated damages are reasonable and will not
constitute a penalty. The payment of liquidated damages shall not relieve the
Company from its obligations to register the Common Stock and deliver the Common
Stock pursuant to the terms of this Agreement, the Subscription Agreement and
the Debenture.

c. The Company shall use its best efforts to have the Registration Statement
declared effective by the SEC within ninety (90) calendar days after the Filing
Date. If the Registration Statement covering the Registrable Securities required
to be filed by the Company pursuant to Section 2(a) hereof has not become
effective within ninety (90) calendar days following the Filing Date, then the
Company shall pay the Holder the sum of two percent (2%) of the Face Amount as
liquidated damages and not as a penalty for each thirty (30) calendar day
period, pro rata, compounded daily, following the one ninety (90) calendar day
period until the Registration Statement is declared effective.

      If the Registration Statement covering the Registrable Securities required
to be filed by the Company pursuant to Section 2(a) hereof has become effective,
but after the effective date the Holder's right to sell is suspended, then the
Company shall pay the Holder the sum of two percent (2%) of the Face Amount plus
interest and penalties due to the Holder for the Registrable Securities pursuant
to the Subscription Agreement for each thirty (30) calendar day period, pro
rata, compounded daily, following the suspension until such suspension ceases.

      Notwithstanding the foregoing, the amounts payable by the Company pursuant
to this Section shall not be payable to the extent any delay in the
effectiveness of the Registration Statement or any suspension of the
effectiveness occurs because of an act of, or a failure to act or to act timely
by the Holder or is otherwise attributable to the Holder. The damages set forth
in this Section shall continue until the obligation is fulfilled and shall be
paid within three (3) business days after each thirty (30) day period, or
portion thereof, until the Registration Statement is declared effective or such
suspension is released. Failure of the Company to make payment within said three
(3) business days shall be considered a default.

      The Company acknowledges that its failure to have the Registration
Statement become effective within said ninety (90) calendar day period or to
permit the suspension of the effectiveness of the Registration Statement, will
cause the Holder to suffer damages in an amount that will be difficult to
ascertain. Accordingly, the parties agree that it is appropriate to include in
this Agreement a provision for liquidated damages. The parties acknowledge and
agree that the liquidated damages provision set forth in this section represents
the parties' good faith effort to quantify such damages and, as such, agree that
the form and amount of such liquidated damages are reasonable and will not
constitute a penalty. The payment of liquidated damages shall not relieve the
Company from its obligations to register the Common Stock and deliver the Common
Stock pursuant to the terms of this Agreement, the Subscription Agreement and
the Debenture.


                                       4
<PAGE>

d. The Company agrees not to include any other securities, in this Registration
Statement without Holder's prior written consent, unless for the Holder.
Furthermore, the Company agrees that it will not file any other Registration
Statement, including those on Form S-8 (except for S-8 shares registered for
legal fees and employee incentive plans), for other securities, until three
hundred and sixty (360) calendar days after the Effective Date unless it has
written approval from the Holder. Failure to obtain written approval from the
Holder will cause the Holder to suffer damages that will be difficult to
ascertain. Accordingly, the parties agree that it is appropriate to include a
provision for liquidated damages and the Company agrees to pay, the Holder the
sum of five percent (5%) of the Face Amount as liquidated damages and not as a
penalty for each fifteen (15) calendar day period, pro rata, compounded daily,
until the unauthorized Registration Statement is withdrawn.

            3. RELATED OBLIGATIONS.

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


a. The Company shall use its best efforts to cause such Registration Statement
relating to the Registrable Securities to become effective within ninety (90)
calendar days after the date and shall keep such Registration Statement
effective pursuant to Rule 415 until the date on which (A) the Holder shall have
sold all the Registrable Securities or the shares included therein otherwise
cease to be Registrable Securities and (B) the Holder has no right to convert
the securities it owns into Common Stock under the Subscription Agreement,
Debenture Agreement or Warrant Agreement, respectively (the "Registration
Period"), which Registration Statement (including any amendments or supplements
thereto and prospectuses contained therein) shall, as of the date thereof, not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein, or necessary to make the statements therein, in
light of the circumstances in which they were made, not misleading. The Company
shall respond to any and all SEC comments or correspondence, whether written or
oral, direct or indirect, formal or informal("Comments"), within seven (7)
business days of receipt by the Company of such Comments. If the Company fails
to respond within seven (7) business days of receipt of SEC Comments, the
Company shall pay to the Holder an amount equal to two percent (2%) per month,
on a pro rata basis, compounded daily, of the Face Amount as liquidated damages
and not as a penalty; provided that the seven (7) business day period provided
herein shall be extended as may be required by delays caused by Holder's counsel
pursuant to paragraph 3g below, and, provided further, that such seven (7)
business day period shall be extended two (2) business days for responses to SEC
staff accounting comments. The Company shall cause the Registration Statement
relating to the Registrable Securities to become effective no later than two (2)
business days after notice from the SEC that the Registration Statement has been
cleared of all comments. Failure to do so will result in the Face Amount on the
Debentures to be increased by five percent (5%) per calendar day the Company
does not request acceleration from the SEC, as liquidated damages.


                                       5
<PAGE>

b. The Company shall prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to a Registration Statement and the
prospectus used in connection with such Registration Statement, which prospectus
is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be
necessary to keep such Registration Statement effective during the Registration
Period, and, during such period, comply with the provisions of the 1933 Act with
respect to the disposition of all Registrable Securities of the Company covered
by such Registration Statement until such time as all of such Registrable
Securities shall have been disposed of in accordance with the intended methods
of disposition by the Holder thereof as set forth in such Registration
Statement. In the event the number of shares of Common Stock available under a
Registration Statement filed pursuant to this Agreement is at any time
insufficient to cover all of the Registrable Securities, the Company shall amend
such Registration Statement, or file a new Registration Statement (on the short
form available therefor, if applicable), or both, so as to cover all of the
Registrable Securities, in each case, as soon as practicable, but in any event
within thirty (30) calendar days after the necessity therefor arises (based on
the then Purchase Price of the Common Stock and other relevant factors on which
the Company reasonably elects to rely), assuming the Company has sufficient
authorized shares at that time, and if it does not, within thirty (30) calendar
days after such shares are authorized. The Company shall use it best efforts to
cause such amendment and/or new Registration Statement to become effective as
soon as practicable following the filing thereof.

      Prior to conversion of all the Shares (as defined in the Debenture
Agreement between the Company and the Holder of even date) if at any time the
conversion of all the Shares outstanding would result in an insufficient number
of authorized shares of Common Stock being available to cover all the
conversions, or in the event, that Holder deems that the Shares authorized will
become insufficient, then in such event, the Company will move to call and hold
a shareholder's meeting within thirty (30) calendar days of such event for the
sole purpose of authorizing additional shares of Common Stock to facilitate the
conversions. In such an event the Company shall recommend to all shareholders
and management of the Company to vote their shares in favor of increasing the
authorized number of shares of Common Stock. The Company represents and warrants
that under no circumstances will it deny or prevent Holder's right to convert
the Shares as permitted under the terms of this Subscription Agreement or this
Registration Rights Agreement. The Holder retains the right to request
additional shares upon the determination the company may not be able to
facilitate conversions in the future.

c The Company shall furnish to the Holder whose Registrable Securities are
included in any Registration Statement and its legal counsel without charge and
upon request (i) promptly after the same is prepared and filed with the SEC at
least one copy of such Registration Statement and any amendment(s) thereto,
including financial statements and schedules, all documents incorporated therein
by reference and all exhibits, the prospectus included in such Registration
Statement (including each preliminary prospectus) and, with regards to such
Registration Statement(s), any correspondence by or on behalf of the Company to
the SEC or the staff of the SEC and any correspondence from the SEC or the staff
of the SEC to the Company or its representatives, (ii) upon the effectiveness of
any Registration Statement, a copy of the prospectus included in such
Registration Statement and all amendments and supplements thereto (or such other
number of copies as the Holder may reasonably request) and (iii) such other
documents, including copies of any preliminary or final prospectus, as the
Holder may reasonably request from time to time in order to facilitate the
disposition of the Registrable Securities. The Company filing the documents
described in this paragraph through the Electronic Data Gathering Analysis and
Retrieval System ("EDGAR") shall constitute delivery.


                                       6
<PAGE>

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

e. As promptly as practicable after becoming aware of such event, the Company
shall notify Holder in writing of the happening of any event as a result of
which the prospectus included in a Registration Statement, as then in effect,
includes an untrue statement of a material fact or omission to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading; and,
as a result, is required to be supplemented or as a result of which the
Registration Statement is required to be amended ("Registration Default") and
use all diligent efforts to promptly prepare any necessary supplement to such
prospectus or amendment to such Registration Statement and take any other
necessary steps to cure the Registration Default, (which, if such Registration
Statement is on Form S-3, may consist of a document to be filed by the Company
with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act (as
defined below) and to be incorporated by reference in the prospectus) to correct
such untrue statement or omission, and deliver one (1) copy of such supplement
or amendment to Holder (or such other number of copies as Holder may reasonably
request; delivery via EDGAR shall constitute delivery). Failure to cure the
Registration Default within five (5) business days shall result in the Company
paying liquidated damages of two percent (2%) of the then outstanding principal
amount of the Debentures then held by the Holder for each thirty (30) calendar
day period or portion thereof, beginning on the date of suspension. The Company
shall also promptly notify Holder in writing (i) when a prospectus or any
prospectus supplement or post-effective amendment has been filed, and when a
Registration Statement or any post-effective amendment has become effective
(notification of such effectiveness shall be delivered to Holder by facsimile on
the same day of such effectiveness and by overnight mail), (ii) of any request
by the SEC for amendments or supplements to a Registration Statement or related
prospectus or related information, (iii) of the Company's reasonable
determination that a post-effective amendment to a Registration Statement would
be appropriate, (iv) in the event the Registration Statement is no longer
effective or, (v) the Registration Statement is stale for a period of more than
five (5) Trading Days as a result of the Company's failure to timely file its
financials.


                                       7
<PAGE>

      The Company acknowledges that its failure to cure the Registration Default
within three (3) business days will cause the Holder to suffer damages in an
amount that will be difficult to ascertain. Accordingly, the parties agree that
it is appropriate to include in this Agreement a provision for liquidated
damages. The parties acknowledge and agree that the liquidated damages provision
set forth in this section represents the parties' good faith effort to quantify
such damages and, as such, agree that the form and amount of such liquidated
damages are reasonable and will not constitute a penalty.

      It is the intention of the parties that interest payable under any of the
terms of this Agreement shall not exceed the maximum amount permitted under any
applicable law. If a law, which applies to this Agreement which sets the maximum
interest amount, is finally interpreted so that the interest in connection with
this Agreement exceeds the permitted limits, then: (1) any such interest shall
be reduced by the amount necessary to reduce the interest to the permitted
limit; and (2) any sums already collected (if any) from the Company which exceed
the permitted limits will be refunded to the Company. The Holder may choose to
make this refund by reducing the amount that the Company owes under this
Agreement or by making a direct payment to the Company. If a refund reduces the
amount that the Company owes the Holder, the reduction will be treated as a
partial payment. In case any provision of this Agreement is held by a court of
competent jurisdiction to be excessive in scope or otherwise invalid or
unenforceable, such provision shall be adjusted rather than voided, if possible,
so that it is enforceable to the maximum extent possible, and the validity and
enforceability of the remaining provisions of this Agreement will not in any way
be affected or impaired thereby.

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

g. The Company shall permit Holder and a single firm of counsel, designated as
selling shareholders' counsel by the Holder who hold a majority of the
Registrable Securities being sold, to review and comment upon a Registration
Statement and all amendments and supplements thereto at least seven (7) business
days prior to their filing with the SEC, and not file any document in a form to
which such counsel or Holder reasonably objects. The Company shall not submit to
the SEC a request for acceleration of the effectiveness of a Registration
Statement or file with the SEC a Registration Statement or any amendment or
supplement thereto without the prior approval of such counsel or Holder, which
approval shall not be unreasonably withheld.


                                       8
<PAGE>

h. At the request of any Holder, the Company shall cause to be furnished to
Holder, on the date of the effectiveness of a Registration Statement, an
opinion, dated as of such date, of counsel representing the Company for purposes
of such Registration Statement, in the form of Exhibit D attached to the
Subscription Agreement.

i. The Company shall make available for inspection by (i) Holder and (ii) one
firm of attorneys and one firm of accountants or other agents retained by the
Holder (collectively, the "Inspectors") all pertinent financial and other
records, and pertinent corporate documents and properties of the Company
(collectively, the "Records"), as shall be reasonably deemed necessary by each
Inspector, and cause the Company's officers, directors and employees to supply
all information which any Inspector may reasonably request; provided, however,
that each Inspector shall hold in strict confidence and shall not make any
disclosure (except to a Holder) or use of any Record or other information which
the Company determines in good faith to be confidential, and of which
determination the Inspectors are so notified, unless (a) the disclosure of such
Records is necessary to avoid or correct a misstatement or omission in any
Registration Statement or is otherwise required under the 1933 Act, (b) the
release of such Records is ordered pursuant to a final, non-appealable subpoena
or order from a court or government body of competent jurisdiction, or (c) the
information in such Records has been made generally available to the public
other than by disclosure in violation of this or any other agreement of which
the Inspector has knowledge. Holder agrees that it shall, upon learning that
disclosure of such Records is sought in or by a court or governmental body of
competent jurisdiction or through other means, give prompt notice to the Company
and allow the Company, at its expense, to undertake appropriate action to
prevent disclosure of, or to obtain a protective order for, the Records deemed
confidential.

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

k. The Company shall use its best efforts to secure designation and quotation of
all the Registrable Securities covered by any Registration Statement on the
Principal Market. If, despite the Company's best efforts, the Company is
unsuccessful in satisfying the preceding sentence, it shall use its best efforts
to cause all the Registrable Securities covered by any Registration Statement to
be listed on each other national securities exchange and automated quotation
system, if any, on which securities of the same class or series issued by the
Company are then listed, if any, if the listing of such Registrable Securities
is then permitted under the rules of such exchange or system. If, despite the
Company's best efforts, the Company is unsuccessful in satisfying the two
preceding sentences, it will use its best efforts to secure the inclusion for
quotation with Pink Sheets, LLC. The Company shall pay all fees and expenses in
connection with satisfying its obligation under this Section 3(k).


                                       9
<PAGE>

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

m. The Company shall provide a transfer agent for all the Registrable Securities
not later than the Closing Date of the first Registration Statement filed
pursuant hereto.

n. If requested by the Holder holding a majority of the Registrable Securities,
the Company shall (i) as soon as reasonably practical incorporate in a
prospectus supplement or post-effective amendment such information as Holder
reasonably determines should be included therein relating to the sale and
distribution of Registrable Securities, including, without limitation,
information with respect to the offering of the Registrable Securities to be
sold in such offering; (ii) make all required filings of such prospectus
supplement or post-effective amendment as soon as notified of the matters to be
incorporated in such prospectus supplement or post-effective amendment; and
(iii) supplement or make amendments to any Registration Statement if reasonably
requested by Holder.

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

p. The Company shall make generally available to its security holders as soon as
reasonably practical, but not later than ninety (90) calendar days after the
close of the period covered thereby, an earnings statement (in form complying
with the provisions of Rule 158 under the 1933 Act) covering a twelve-month
period beginning not later than the first day of the Company's fiscal quarter
next following the effective date of any Registration Statement. Filing via
EDGAR shall constitute delivery.

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


                                       10
<PAGE>

r. Within one (1) business day after the Registration Statement which includes
Registrable Securities is declared effective by the SEC, the Company shall
deliver, and shall cause legal counsel for the Company to deliver, to the
transfer agent for such Registrable Securities, with copies to the Holder,
confirmation that such Registration Statement has been declared effective by the
SEC in the form attached hereto as Exhibit A. Failure to do so will result in
the Face Amount on the Debentures to be increased by two percent (2%) per day,
as liquidated damages.

s. Subsequent to the SEC declared the Registration Statement cleared of all
comments and the Company's acceptance of the effectiveness of the Registration
Statement, the Company shall file a prospectus covering the resale of the Shares
("Prospectus") within two (2) trading days. In the event the Company does not
file the Prospectus within two (2) trading days of the Effective Date, then the
Company shall pay the Holder the sum of five percent (5%), per day, of the Face
Amount due to the Holder for each two (2) trading day period, pro rata,
compounded daily, following the two (2) trading day period until the Prospectus
is filed.

t. The Company shall take all other reasonable actions necessary to expedite and
facilitate disposition by the Holder of Registrable Securities pursuant to a
Registration Statement.

            4. OBLIGATIONS OF THE HOLDER.

a. At least five (5) calendar days prior to the first anticipated filing date of
a Registration Statement the Company shall notify Holder in writing of the
information the Company requires from Holder. It shall be a condition precedent
to the obligations of the Company to complete the registration pursuant to this
Agreement with respect to the Registrable Securities of the Holder that Holder
shall furnish in writing to the Company such information regarding itself, the
Registrable Securities held by it and the intended method of disposition of the
Registrable Securities held by it as shall reasonably be required to effect the
registration of such Registrable Securities and shall execute such documents in
connection with such registration as the Company may reasonably request. The
Holder covenants and agrees that, in connection with any resale of Registrable
Securities by it pursuant to a Registration Statement, it shall comply with the
"Plan of Distribution" section of the current prospectus relating to such
Registration Statement.

b. The Holder, by Holder's acceptance of the Registrable Securities, agrees to
cooperate with the Company as reasonably requested by the Company in connection
with the preparation and filing of any Registration Statement hereunder and in
responding to SEC comments in connection therewith.

c. Holder agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 3(f) or the first
sentence of 3(e), Holder will immediately discontinue disposition of Registrable
Securities pursuant to any Registration Statement(s) covering such Registrable
Securities until Holder's receipt of the copies of the supplemented or amended
prospectus contemplated by Section 3(f) or the first sentence of 3(e).


                                       11
<PAGE>

            5. EXPENSES OF REGISTRATION.

      All reasonable expenses, other than underwriting discounts and
commissions, incurred in connection with registrations, filings or
qualifications pursuant to Sections 2 and 3, including, without limitation, all
registration, listing and qualifications fees, printing and accounting fees, and
reasonable fees and disbursements of counsel for the Company shall be paid by
the Company.

            6. INDEMNIFICATION.

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


a. To the fullest extent permitted by law, the Company will, and hereby does,
indemnify, hold harmless and defend Holder who holds such Registrable
Securities, the directors, officers, partners, employees, agents,
representatives of, and each Person, if any, who controls Holder within the
meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended (the
"1934 Act"), (each, an "Indemnified Person"), against any losses, claims,
damages, liabilities, judgments, fines, penalties, charges, costs, attorneys'
fees, amounts paid in settlement or expenses, joint or several (collectively,
"Claims"), incurred in investigating, preparing or defending any action, claim,
suit, inquiry, proceeding, investigation or appeal taken from the foregoing by
or before any court or governmental, administrative or other regulatory agency,
body or the SEC, whether pending or threatened, whether or not an indemnified
party is or may be a party thereto ("Indemnified Damages"), to which any of them
may become subject insofar as such Claims (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon: (i)
any untrue statement or alleged untrue statement of a material fact in a
Registration Statement or any post-effective amendment thereto or in any filing
made in connection with the qualification of the offering under the securities
or other "blue sky" laws of any jurisdiction in which Registrable Securities are
offered ("Blue Sky Filing"), or the omission or alleged omission to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which the statements therein were
made, not misleading, (ii) any untrue statement or alleged untrue statement of a
material fact contained in the final prospectus (as amended or supplemented, if
the Company files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to
make the statements made therein, in light of the circumstances under which the
statements therein were made, not misleading, or (iii) any violation or alleged
violation by the Company of the 1933 Act, the 1934 Act, any other law,
including, without limitation, any state securities law, or any rule or
regulation thereunder relating to the offer or sale of the Registrable
Securities pursuant to a Registration Statement (the matters in the foregoing
clauses (i) through (iii) being, collectively, "Violations"). Subject to the
restrictions set forth in Section 6(c) with respect to the number of legal
counsel, the Company shall reimburse the Holder and each such controlling
person, promptly as such expenses are incurred and are due and payable, for any
reasonable legal fees or other reasonable expenses incurred by them in
connection with investigating or defending any such Claim. Notwithstanding
anything to the contrary contained herein, the indemnification agreement
contained in this Section 6(a): (i) shall not apply to a Claim arising out of or
based upon a Violation committed by any Indemnified Person or which occurs in
reliance upon and in conformity with information furnished in writing to the
Company by any Indemnified Person expressly for use in connection with the
preparation of the Registration Statement or any such amendment thereof or
supplement thereto, if such prospectus were timely made available by the Company
pursuant to Section 3(c); (ii) shall not be available to the extent such Claim
is based on (a) a failure of the Holder to deliver or to cause to be delivered
the prospectus made available by the Company or (b) the Indemnified Person's use
of an incorrect prospectus despite being promptly advised in advance by the
Company in writing not to use such incorrect prospectus; and (iii) shall not
apply to amounts paid in settlement of any Claim if such settlement is effected
without the prior written consent of the Company, which consent shall not be
unreasonably withheld. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of the Indemnified Person
and shall survive the resale of the Registrable Securities by the Holder
pursuant to the Registration Statement.


                                       12
<PAGE>

b. In connection with any Registration Statement in which Holder is
participating, Holder agrees to severally and not jointly indemnify, hold
harmless and defend, to the same extent and in the same manner as is set forth
in Section 6(a), the Company, each of its directors, each of its officers who
signs the Registration Statement, each Person, if any, who controls the Company
within the meaning of the 1933 Act or the 1934 Act (collectively and together
with an Indemnified Person, an "Indemnified Party"), against any Claim or
Indemnified Damages to which any of them may become subject, under the 1933 Act,
the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise
out of or are based upon any Violation, in each case to the extent, and only to
the extent, that such Violation occurs in reliance upon and in conformity with
written information furnished to the Company by Holder expressly for use in
connection with such Registration Statement; and, subject to Section 6(c),
Holder will reimburse any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such Claim; provided, however,
that the indemnity agreement contained in this Section 6(b) and the agreement
with respect to contribution contained in Section 7 shall not apply to amounts
paid in settlement of any Claim if such settlement is effected without the prior
written consent of Holder, which consent shall not be unreasonably withheld;
provided, further, however, that the Holder shall be liable under this Section
6(b) for only that amount of a Claim or Indemnified Damages as does not exceed
the net proceeds to Holder as a result of the sale of Registrable Securities
pursuant to such Registration Statement. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of such
Indemnified Party and shall survive the resale of the Registrable Securities by
the Holder pursuant to the Registration Statement. Notwithstanding anything to
the contrary contained herein, the indemnification agreement contained in this
Section 6(b) with respect to any preliminary prospectus shall not inure to the
benefit of any Indemnified Party if the untrue statement or omission of material
fact contained in the preliminary prospectus were corrected on a timely basis in
the prospectus, as then amended or supplemented.

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


                                       13
<PAGE>

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

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


                                       14
<PAGE>

            7. CONTRIBUTION.

      To the extent any indemnification by an indemnifying party is prohibited
or limited by law, the indemnifying party agrees to make the maximum
contribution with respect to any amounts for which it would otherwise be liable
under Section 6 to the fullest extent permitted by law; provided, however, that:
(i) no contribution shall be made under circumstances where the maker would not
have been liable for indemnification under the fault standards set forth in
Section 6; (ii) no seller of Registrable Securities guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution from any seller of Registrable Securities who was not
guilty of fraudulent misrepresentation; and (iii) contribution by any seller of
Registrable Securities shall be limited in amount to the net amount of proceeds
received by such seller from the sale of such Registrable Securities.

            8. REPORTS UNDER THE EXHANGE ACT.
With a view to making available to the Investors the benefits of Rule 144
promulgated under the Securities Act or any similar rule or regulation of the
SEC that may at any time permit the Investors to sell securities of the Company
to the public without registration ("Rule 144") the Company agrees to:
(a) make and keep public information available, as those terms are understood
and defined in Rule 144; (b) file with the SEC in a timely manner all reports
and other documents required of the Company under the Securities Act and the
Exchange Act so long as the Company remains subject to such requirements and the
filing of such reports and other documents as are required by the applicable
provisions of Rule 144; and (c) furnish to each Investor so long as such
Investor owns Registrable Securities, promptly upon request, (i) a written
statement by the Company that it has complied with the reporting requirements of
Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most
recent annual or quarterly report of the Company and such other reports and
documents so filed by the Company, and (iii) such other information as may be
reasonably requested to permit the Investors to sell such securities pursuant to
Rule 144 without registration.

            9. NO ASSIGNMENT OF REGISTRATION RIGHTS.

      The rights under this Agreement shall not be assignable.

            10. AMENDMENT OF REGISTRATION RIGHTS.

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


                                       15
<PAGE>

            11. MISCELLANEOUS.

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

b. Any notices, consents, waivers or other communications required or permitted
to be given under the terms of this Agreement must be in writing and will be
deemed to have been delivered (i) upon receipt, when delivered personally; (ii)
upon receipt, when sent by facsimile (provided a confirmation of transmission is
mechanically or electronically generated and kept on file by the sending party);
or (iii) one (1) day after deposit with a nationally recognized overnight
delivery service, in each case properly addressed to the party to receive the
same. The addresses and facsimile numbers for such communications shall be:

If to the Company:

Mark Clancy
Hybrid Fuel Systems
12409 Telecom Drive
Tampa, FL 33637
Telephone: 813-979-9222
Facsimile:  813-979-9224

With a Copy to:

Darrin M. Ocasio, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas, 21st flr.
New York, NY 10018

Telephone: 212-930-9700
Facsimile:  212-930-9725
If to the Holder:

      At the address listed in the Questionnaire.


      Each party shall provide five (5) business days prior notice to the other
party of any change in address, phone number or facsimile number.


                                       16
<PAGE>

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

d. All disputes arising under this agreement shall be governed by and
interpreted in accordance with the laws of the Commonwealth of Massachusetts,
without regard to principles of conflict of laws. The parties to this agreement
will submit all disputes arising under this agreement to arbitration in Boston,
Massachusetts before a single arbitrator of the American Arbitration Association
("AAA"). The arbitrator shall be selected by application of the rules of the
AAA, or by mutual agreement of the parties, except that such arbitrator shall be
an attorney admitted to practice law in the Commonwealth of Massachusetts. No
party to this agreement will challenge the jurisdiction or venue provisions as
provided in this section.

e. This Agreement and the Transaction Documents (as defined in the Subscription
Agreement) constitute the entire agreement among the parties hereto with respect
to the subject matter hereof and thereof. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein and
therein.

f. This Agreement and the Transaction Documents supersede all prior agreements
and understandings among the parties hereto with respect to the subject matter
hereof and thereof.

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

h. This Agreement may be executed in two or more counterparts, all of which
taken together shall constitute one instrument. Execution and delivery of this
Agreement by exchange of facsimile copies bearing the facsimile signature of a
party shall constitute a valid and binding execution and delivery of this
Agreement by such party. Such facsimile copies shall constitute enforceable
original documents.

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

j. All consents and other determinations to be made by the Holder pursuant to
this Agreement shall be made, unless otherwise specified in this Agreement, by
Holder holding a majority of the Registrable Securities.

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


                                       17
<PAGE>

            12.  Waiver

The Holder's delay or failure at any time or times hereafter to require strict
performance by Company of any undertakings, agreements or covenants shall not
waiver, affect, or diminish any right of the Holder under this Agreement to
demand strict compliance and performance herewith. Any waiver by the Holder of
any Event of Default shall not waive or affect any other Event of Default,
whether such Event of Default is prior or subsequent thereto and whether of the
same or a different type. None of the undertakings, agreements and covenants of
the Company contained in this Agreement, and no Event of Default, shall be
deemed to have been waived by the Holder, nor may this Agreement be amended,
changed or modified, unless such waiver, amendment, change or modification is
evidenced by an instrument in writing specifying such waiver, amendment, change
or modification and signed by the Holder.

            13.  Payment of Penalties

Any accrued penalties incurred herein by the Company for failure to act in a
timely manner, as described in this Agreement, shall be charged to the Face
Amount of the Debenture (as defined in the Debenture), unless specifically noted
otherwise. The Holder reserves the rights to take Payment of Penalties in cash
or in Common Stock priced at the Fixed Conversion Price (as defined in the
Debenture Agreement).

            14. Waiver of Jury Trial.

AS A MATERIAL INDUCEMENT FOR EACH PARTY HERETO TO ENTER INTO THIS AGREEMENT, THE
PARTIES HERETO HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
RELATED IN ANY WAY TO THIS AGREEMENT AND/OR ANY AND ALL OF THE OTHER DOCUMENTS
ASSOCIATED WITH THIS TRANSACTION.

                                    * * *

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement
to be duly executed as of the day and year first above written. Duly authorized
to sign on behalf of:

                  HYBRID FUEL SYSTEMS, INC.


                  By: /s/ Mark Clancy
                      ------------------------
                  Name: Mark Clancy
                  Title:      Chief Executive Financial Officer


                  By: /s/ John Stanton
                      ------------------------
                  Name: John Stanton
                  Title:      Chairman of the Board

                  DUTCHESS PRIVATE EQUITIES FUND, II, L.P.
                  BY ITS GENERAL PARTNER DUTCHESS
                  CAPITAL MANAGEMENT, LLC



                  By:  /s/ Douglas H. Leighton
                      ------------------------
                  Name:  Douglas H. Leighton
                  Title:  A Managing Member


                                       18
<PAGE>

                                  EXHIBIT A

                       FORM OF NOTICE OF EFFECTIVENESS
                          OF REGISTRATION STATEMENT

                                                      Date: __________
[TRANSFER AGENT]

            Re:   Hybrid Fuel Systems, Inc.

Ladies and Gentlemen:

      We are counsel to Hybrid Fuel Systems., a Georgia corporation (the
"Company"), and have represented the Company in connection with that certain
Subscription Agreement (the "Subscription Agreement") entered into by and among
the Company and _________________________ (the "Holder") pursuant to which the
Company has agreed to issue to the Holder shares of the Company's common stock,
$.001 par value per share (the "Common Stock") on the terms and conditions set
forth in the Subscription Agreement. Pursuant to the Subscription Agreement, the
Company also has entered into a Registration Rights Agreement with the Holder
(the "Registration Rights Agreement") pursuant to which the Company agreed,
among other things, to register the Registrable Securities (as defined in the
Registration Rights Agreement), including the shares of Common Stock issued or
issuable under the Subscription Agreement under the Securities Act of 1933, as
amended (the "1933 Act"). In connection with the Company's obligations under the
Registration Rights Agreement, on ____________ ___, 2005, the Company filed a
Registration Statement on Form S- ___ (File No. 333-________) (the "Registration
Statement") with the Securities and Exchange Commission (the "SEC") relating to
the Registrable Securities which names the Holder as a selling shareholder
thereunder.

      In connection with the foregoing, we advise you that [a member of the
SEC's staff has advised us by telephone that the SEC has entered an order
declaring the Registration Statement effective] [the Registration Statement has
become effective] under the 1933 Act at [enter the time of effectiveness] on
[enter the date of effectiveness] and to the best of our knowledge, after
telephonic inquiry of a member of the SEC's staff, no stop order suspending its
effectiveness has been issued and no proceedings for that purpose are pending
before, or threatened by, the SEC and the Registrable Securities are available
for resale under the 1933 Act pursuant to the Registration Statement.

                                          Very truly yours,

                                          [Company Counsel]

                                                By:   ____________________
cc:   [Holder]