exhibit_10-58.htm


    
      

    

    Exhibit
      10.58

     

    
       

      REGISTRATION
        RIGHTS AGREEMENT

       

      THIS
        REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of
        October _2_, 2007, by and among C-MARK INTERNATIONAL, INC., a
        South Carolina corporation, with its principal office located at 4130 E.
        Van
        Buren, Suite 325, Phoenix, AZ 85008 (the “Company”), and the undersigned
        investors (each, an “Investor” and collectively, the
“Investors”).

       

      WHEREAS:

       

      A.           In
        connection with the Securities Purchase Agreement by and among the parties
        hereto of even date herewith (the “Securities Purchase
        Agreement”), the Company has agreed, upon the terms and subject to the
        conditions of the Securities Purchase Agreement, to issue and sell to the
        Investors secured debentures (the “Debentures”), pursuant to the terms of
        the Securities Purchase Agreement providing that the Investor may purchase
        Debentures having up to an aggregate purchase price of up to One Million
        One
        Hundred Thousand U.S. Dollars ($1,100,000).  Capitalized terms
        not defined herein shall have the meaning ascribed to them in the Securities
        Purchase Agreement.

       

      B.           To
        induce the Investors to execute and deliver the Securities Purchase Agreement,
        the Company has agreed to provide certain registration rights under the
        Securities Act of 1933, as amended, and the rules and regulations there under,
        or any similar successor statute (collectively, the “1933 Act”), and
        applicable state securities laws.

       

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

       

      1.      DEFINITIONS.

       

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

       

      (a)           “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.

       

      (b)           “Register,”
        “registered,” and “registration” refer to a registration effected
        by preparing and filing one or more Registration Statements (as defined below)
        in compliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act
        or
        any successor rule providing for offering securities on a continuous or delayed
        basis (“Rule 415”), and the declaration or ordering of effectiveness of
        such Registration Statement(s) by the United States Securities and Exchange
        Commission (the “SEC”).

       

      (c)           “Registrable
        Securities” means the shares of Common Stock issuable to Investors upon
        conversion of the Convertible Debentures pursuant to the Securities Purchase
        Agreement and the shares of Common Stock issuable to the Investors upon exercise
        of the Warrant issued pursuant to the Securities Purchase
        Agreement.  As to any particular Registrable Securities, such
        securities will cease to be Registrable Securities when (a) they have been
        effectively registered under the 1933 Act and disposed of in accordance with
        the
        Registration Statement covering them, (b) they are or may be freely traded
        without restriction and without  registration pursuant to Rule 144(k)
        promulgated under the Securities Act, as such Rule may be amended from time
        to
        time, or (c) they have been otherwise transferred and new certificates for
        them
        not bearing a restrictive legend have been issued by the Company and the
        Company
        shall not have “stop transfer” instructions against them.

       


      
        
          
          

        

        
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      (d)           “Registration
        Statement” means a registration statement under the 1933 Act which covers
        the Registrable Securities.

       

      2.      REGISTRATION.

       

      (a)           Right
        to Piggyback. Whenever the Company proposes to register any of its
        securities under the Securities Act of 1933, as amended (the “Securities
        Act”) and the registration form to be used may be used for the
        registration of Registrable Securities (a “Piggyback
        Registration”), the Company will give prompt written notice to the
        Investors of its intention to effect such a registration (such notice to
        be
        given a minimum of thirty (30) days prior to filing of the registration form)
        and will include in such registration form all Registrable Securities unless
        the
        Company has received written requests for exclusion therein of a portion
        or all
        of the Registrable Securities prior to filing thereof by the
        Company.   The Investors and James G. Dodrill II, P.A. shall
        furnish comments on the such Registration Statement to the Company by the
        later
        of: (a) seventy-two (72) hours of the receipt thereof from the Company and
        (b)
        the close of the third business day following receipt thereof from the
        Company.

       

      (b)           Priority
        on Primary Registrations. If a Piggyback Registration is an underwritten
        primary registration on behalf of the Company, and the managing underwriters
        advise the Company in writing that in their opinion the number of securities
        requested to be included in such registration exceeds the number which can
        be
        sold in such offering without adversely affecting the marketability of the
        offering, the Company will include in such registration (i) first, the
        Registrable Securities requested to be included in such registration, and
        (ii)
        second, the securities that the Company proposes to sell, and (iii) third,
        such
        other securities of the Company possessing registration rights.

       

      (c)           Priority
        on Secondary Registrations. If a Piggyback Registration is an underwritten
        secondary registration solely on behalf of holders of the Company’s securities,
        and the managing underwriters advise the Company in writing that in their
        opinion the number of securities requested to be included in such registration
        exceeds the number which can be sold in such offering without adversely
        affecting the marketability of the offering, the Company will include in
        such
        registration (i) first, the Registrable Securities requested to be included
        in
        such registration, (ii) second, the securities requested to be included therein
        by the holders requesting such registration, and (ii) third, such other
        securities of the Company with registration rights permitted to be included
        in
        such registration.

       

       

       


      
        
          
          

        

        
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      (d)           General
        Priority Rule. Notwithstanding anything contained in this Agreement to the
        contrary, in no event shall any Registrable Securities be excluded from such
        offering unless all other stockholders’ securities have first been
        excluded.

       

      (e)           Other
        Registrations. If the Company has previously filed a registration statement
        with respect to Registrable Securities pursuant to this Section, and if such
        previous registration has not been withdrawn or abandoned, the Company will
        not
        file or cause to be effected any other registration of any of its equity
        securities or securities convertible or exchangeable into or exercisable
        for its
        equity securities under the Securities Act (except on Form S-4 or Form S-8
        or
        any successor form), whether on its own behalf or at the request of any holder
        or holders of such securities, until a period of at least six (6) months
        has
        elapsed from the effective date of such previous registration.

       

      (f)           Limitations
        on Subsequent Registration Rights. From
        and
        after the date of this Agreement, the Company shall not, without the prior
        written consent of the Investor, enter into any agreement with any holder
        or
        prospective holder of any securities of the Company which would allow such
        holder or prospective holder (a) to include such securities in any
        registration unless under the terms of such agreement, such holder or
        prospective holder may include such securities in any such registration only
        to
        the extent that the inclusion of such securities will not reduce the amount
        of
        the Registrable Securities of the Investor that are included or (b) to
        demand registration of any securities held by such holder or prospective
        holder.

       

      (g)           Sufficient
        Number of Shares Registered. In the event the number of shares available
        under a Registration Statement filed pursuant to this Section 2 is insufficient
        to cover all of the Registrable Securities, the Company shall amend the
        Registration Statement, or file a new Registration Statement (on the short
        form
        available therefore, if applicable), or both, so as to cover all of such
        Registrable Securities as soon as practicable, but in any event not later
        than
        forty-five (45) days after the necessity therefore arises. 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. For
        purposes of the foregoing provision, the number of shares available under
        a
        Registration Statement shall be deemed "insufficient to cover all of the
        Registrable Securities" if at any time the number of Registrable Securities
        issuable on the delivery of a Conversion Notice (as defined in the Convertible
        Debentures) or an Exercise Notice (as defined in the Warrants) is greater
        than
        the number of shares available for resale under such Registration
        Statement.

       

      (h)           Alternative
        to Registration.  At Investor’s option, the Company shall take all
        necessary steps to ensure that the shares underlying the Warrants are issued
        pursuant to Rule 504 of Regulation D of the 1933 Act.

       

      


       

      3.      RELATED
        OBLIGATIONS.

       

      (a)           The
        Company shall keep any such filed Registration Statement effective until
        all of
        the Registrable Securities are eligible for resale by the Investors pursuant
        to
        Rule 144(k) of the Securities Act.  Any such Registration Statement
        (including any amendments or supplements thereto and prospectuses contained
        therein) shall not contain any untrue statement of a material fact or omit
        to
        state a material fact required to be stated therein, or necessary to make
        the
        statements therein, in light of the circumstances in which they were made,
        not
        misleading.

       


      
        
          
          

        

        
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      (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 at all times during
        the
        Registration Period, and, during such period, comply with the provisions
        of the
        1933 Act with respect to the disposition of all Registrable Securities of
        the
        Company covered by such Registration Statement until such time as all of
        such
        Registrable Securities shall have been disposed of in accordance with the
        intended methods of disposition by the seller or sellers thereof as set forth
        in
        such Registration Statement.  In the case of amendments and
        supplements to a Registration Statement which are required to be filed pursuant
        to this Agreement (including pursuant to this Section 3(b)) by reason of
        the
        Company’s filing a report on Form 10-KSB, Form 10-QSB or Form 8-K or any
        analogous report under the Securities Exchange Act of 1934, as amended (the
        “1934 Act”), the Company shall incorporate such report by reference into
        the Registration Statement, if applicable, or shall file such amendments
        or
        supplements with the SEC on the same day on which the 1934 Act report is
        filed
        which created the requirement for the Company to amend or supplement the
        Registration Statement.

       

      (c)           The
        Company shall furnish to each Investor whose Registrable Securities are included
        in any Registration Statement, without charge, (i) at least one (1) copy
        of such
        Registration Statement as declared effective by the SEC and any amendment(s)
        thereto, including financial statements and schedules, all documents
        incorporated therein by reference, all exhibits and each preliminary prospectus,
        (ii) ten (10) copies of the final prospectus included in such Registration
        Statement and all amendments and supplements thereto (or such other number
        of
        copies as such Investor may reasonably request in writing) and (iii) such
        other
        documents as such Investor may reasonably request in writing from time to
        time
        in order to facilitate the disposition of the Registrable Securities owned
        by
        such Investor.

       

      (d)           The
        Company shall use its best efforts to (i) register and qualify the Registrable
        Securities covered by a Registration Statement under such other securities
        or
“blue sky” laws of such jurisdictions in the United States as any Investor
        reasonably requests, (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 (w) make any
        change to its certificate of incorporation or by-laws, (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 each Investor who
        holds Registrable Securities of the receipt by the Company of any notification
        with respect to the suspension of the registration or qualification of any
        of
        the Registrable Securities for sale under the securities or “blue sky” laws of
        any jurisdiction in the United States or its receipt of actual notice of
        the
        initiation or threat of any proceeding for such purpose.

       


      
        
          
          

        

        
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      (e)           As
        promptly as practicable after becoming aware of such event or development,
        the
        Company shall notify each Investor 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 (provided that in no event shall such notice contain any material,
        nonpublic information), and promptly prepare a supplement or amendment to
        such
        Registration Statement to correct such untrue statement or omission, and
        deliver
        ten (10) copies of such supplement or amendment to each Investor.  The
        Company shall also promptly notify each Investor in writing (i) when a
        prospectus or any prospectus supplement or post-effective amendment has been
        filed, and when a Registration Statement or any post-effective amendment
        has
        become effective (notification of such effectiveness shall be delivered to
        each
        Investor by facsimile on the same day of such effectiveness), (ii) of any
        request by the SEC for amendments or supplements to a Registration Statement
        or
        related prospectus or related information, and (iii) of the Company’s
        reasonable determination that a post-effective amendment to a Registration
        Statement would be appropriate.

       

      (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 within the United States of America 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 each Investor who holds Registrable
        Securities being sold of the issuance of such order and the resolution thereof
        or its receipt of actual notice of the initiation or threat of any proceeding
        for such purpose.

       

      (g)           [reserved]

       

      (h)           Upon
        written request, the Company shall make available for inspection by (i) any
        Investor and (ii) one (1) firm of accountants or other agents retained by
        the Investors (collectively, the “Inspectors”) all pertinent financial
        and other records, and pertinent corporate documents and properties of the
        Company (collectively, the “Records”), as shall be reasonably deemed
        necessary by each Inspector, and cause the Company’s officers, directors and
        employees to supply all information which any Inspector may reasonably request
        in writing; provided, however, that each Inspector shall agree, and each
        Investor hereby agrees, to hold in strict confidence and shall not make any
        disclosure (except to an Investor) or use  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 and the Investor has knowledge.  Each Investor agrees
        that it shall, upon learning that disclosure of such Records is sought in
        or by
        a court or governmental body of competent jurisdiction or through other means,
        give prompt notice to the Company and allow the Company, at its expense,
        to
        undertake appropriate action to prevent disclosure of, or to obtain a protective
        order for, the Records deemed confidential.

       


      
        
          
          

        

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

       

      (j)           The
        Company shall use its best efforts either to cause all the Registrable
        Securities covered by a Registration Statement (i) to be listed on each
        securities exchange on which securities of the same class or series issued
        by
        the Company are then listed, if any, if the listing of such Registrable
        Securities is then permitted under the rules of such exchange or (ii) the
        inclusion for quotation on the National Association of Securities Dealers,
        Inc.
        OTC Bulletin Board for such Registrable Securities.  The Company shall
        pay all fees and expenses in connection with satisfying its obligation under
        this Section 3(i).

       

      (k)           The
        Company shall cooperate with the Investors who hold Registrable Securities
        being
        offered and, to the extent applicable, to facilitate the timely preparation
        and
        delivery of certificates representing the Registrable Securities to be offered
        pursuant to a Registration Statement and enable such certificates to be in
        such
        denominations or amounts, as the case may be, as the Investors may reasonably
        request in writing and registered in such names as the Investors may
        request.  The certificates representing the Registrable Securities
        will bear a restrictive legend.

       

      (l)           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.

       

      (m)           Within
        two (2) business days after a Registration Statement which covers 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 Investors whose Registrable
        Securities are included in such Registration Statement) confirmation that
        such
        Registration Statement has been declared effective by the SEC in the form
        attached hereto as Exhibit A.

       


      
        
          
          

        

        
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      (n)           The
        Company shall take all other reasonable actions necessary to expedite and
        facilitate the lawful disposition by the Investors of Registrable Securities
        pursuant to a Registration Statement.

       

      4.      OBLIGATIONS
        OF THE INVESTORS.

       

      Each
        Investor agrees that, upon receipt of any notice from the Company of the
        happening of any event of the kind described in Section 3(f) or the first
        sentence of Section 3(e), such Investor will immediately discontinue disposition
        of Registrable Securities pursuant to any Registration Statement(s) covering
        such Registrable Securities until such Investor’s receipt of the copies of the
        supplemented or amended prospectus contemplated by Section 3(e) or receipt
        of
        notice that no supplement or amendment is required.  Notwithstanding
        anything to the contrary, the Company shall cause its transfer agent to deliver
        unlegended certificates for shares of Common Stock to a transferee of an
        Investor in accordance with the terms of the Securities Purchase Agreement
        in
        connection with any sale of Registrable Securities with respect to which
        an
        Investor has entered into a contract for sale prior to the Investor’s receipt of
        a notice from the Company of the happening of any event of the kind described
        in
        Section 3(f) or the first sentence of Section 3(e) and for which the Investor
        has not yet settled.

       

      5.      EXPENSES
        OF REGISTRATION.

       

      All
        expenses incurred in connection with registrations, filings or qualifications
        pursuant to this Agreement, including, without limitation, all registration,
        listing and qualifications fees, printers, legal and accounting fees shall
        be
        paid by the Company.

       

      6.      INDEMNIFICATION.

       

      With
        respect to Registrable Securities which are included in a Registration Statement
        under this Agreement:

       

      (a)           To
        the fullest extent permitted by law, the Company will, and hereby does,
        indemnify, hold harmless and defend each Investor, the directors, officers,
        partners, employees, agents, representatives of, and each Person, if any,
        who
        controls any Investor within the meaning of the 1933 Act or the 1934 Act
        (each,
        an “Indemnified Person”), against any losses, claims, damages,
        liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’
fees, amounts paid in settlement or expenses, joint or several (collectively,
        “Claims”) incurred in investigating, preparing or defending any action,
        claim, suit, inquiry, proceeding, investigation or appeal taken from the
        foregoing by or before any court or governmental, administrative or other
        regulatory agency, body or the SEC, whether pending or threatened, whether
        or
        not an indemnified party is or may be a party thereto (“Indemnified
        Damages”), to which any of them may become subject insofar as such Claims
        (or actions or proceedings, whether commenced or threatened, in respect thereof)
        arise out of or are based upon: (i) any untrue statement or alleged untrue
        statement of a material fact in a Registration Statement or any post-effective
        amendment thereto or in any filing made in connection with the qualification
        of
        the offering under the securities or other “blue sky” laws of any jurisdiction
        in which Registrable Securities are offered (“Blue Sky Filing”), or
        the omission or alleged omission to state a material fact required to be
        stated
        therein or necessary to make the statements therein not misleading; (ii)
        any
        untrue statement or alleged untrue statement of a material fact contained
        in any
        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 there under 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”).  The Company shall reimburse the Investors and
        each such controlling person promptly as such expenses are incurred and are
        due
        and payable, for any legal fees or disbursements 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): (x) shall not apply
        to
        a Claim by an Indemnified Person arising out of or based upon a Violation
        which
        occurs in reliance upon and in conformity with information furnished in writing
        to the Company by such Indemnified Person expressly for use in connection
        with
        the preparation of the Registration Statement or any such amendment thereof
        or
        supplement thereto; (y) shall not be available to the extent such Claim is
        based
        on a failure of the Investor to deliver or to cause to be delivered the
        prospectus made available by the Company, if such prospectus was timely made
        available by the Company pursuant to Section 3(c); (z) 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; and (aa) shall not apply to the extent that any such
        loss, claim, damage or liability (or action in respect thereof) arises out
        of or
        is based upon an untrue statement or alleged untrue statement or omission
        or
        alleged omission in such Registration Statement or Prospectus, which untrue
        statement or alleged untrue statement or omission or alleged omission is
        completely corrected in an amendment or supplement to the Registration Statement
        or Prospectus and Investor thereafter fails to deliver or cause to be delivered
        such Registration Statement or Prospectus as so amended or supplemented prior
        to
        or concurrently with the Registrable Securities, or the written confirmation
        of
        the sale of the Registrable Securities, as the case may be, to the person
        asserting such loss, claim, damage or liability (or action in respect thereof)
        or expense after the Company has furnished Investor with the same. Such
        indemnity shall remain in full force and effect regardless of any investigation
        made by or on behalf of the Indemnified Person and shall survive the transfer
        of
        the Registrable Securities by the Investors pursuant to Section 9
        hereof.

       


      
        
          
          

        

        
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      (b)           In
        connection with a Registration Statement, each Investor agrees to severally
        and
        not jointly indemnify, hold harmless and defend, to the same extent and in
        the
        same manner as is set forth in Section 6(a), the Company, each of its directors,
        each of its officers, employees, representatives, or agents and each Person,
        if
        any, who controls the Company within the meaning of the 1933 Act or the 1934
        Act
        (each an “Indemnified Party”), against any Claim or Indemnified Damages
        to which any of them may become subject, under the 1933 Act, the 1934 Act
        or
        otherwise, insofar as such Claim or Indemnified Damages arise out of or is
        based
        upon any Violation, in each case to the extent, and only to the extent, that
        such Violation occurs in reliance upon and in conformity with written
        information furnished to the Company by such Investor expressly for use in
        connection with such Registration Statement; and, subject to Section 6(d),
        such
        Investor 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 such Investor, which consent shall not be unreasonably
        withheld; provided, further, however, that the Investor shall be liable under
        this Section 6(b) for only that amount of a Claim or Indemnified Damages
        as does
        not exceed the net proceeds to such Investor as a result of the sale of
        Registrable Securities pursuant to such Registration Statement.  Such
        indemnity shall remain in full force and effect regardless of any investigation
        made by or on behalf of such Indemnified Party and shall survive the transfer
        of
        the Registrable Securities by the Investors pursuant to Section 9.

       

       

       

       

       


      
        
          
          

        

        
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      (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
        of not
        more than one (1) counsel for such Indemnified Person or Indemnified Party
        to be
        paid by the indemnifying party, if, in the reasonable opinion of counsel
        retained by the indemnifying party, the representation by such counsel of
        the
        Indemnified Person or Indemnified Party and the indemnifying party would
        be
        inappropriate due to actual or potential differing  interests between
        such Indemnified Person or Indemnified Party and any other party represented
        by
        such counsel in such proceeding.  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 apprised at all times as to the status of the defense
        or any settlement negotiations with respect thereto.  No indemnifying
        party shall be liable for any settlement of any action, claim or proceeding
        effected without its prior written consent; provided, however, that the
        indemnifying party shall not unreasonably withhold, delay or condition its
        consent.  No indemnifying party shall, without the prior written
        consent of the Indemnified Party or Indemnified Person, consent to entry
        of any
        judgment or enter into any settlement or other compromise which does not
        include
        as an unconditional term thereof the giving by the claimant or plaintiff
        to such
        Indemnified Party or Indemnified Person of a release from all liability in
        respect to such claim or litigation.  Following indemnification as
        provided for hereunder, the indemnifying party shall be subrogated to all
        rights
        of the Indemnified Party or Indemnified Person with respect to all third
        parties, firms or corporations relating to the matter for which indemnification
        has been made.  The failure to deliver written notice to the
        indemnifying party within a reasonable time of the commencement of any such
        action shall not relieve such indemnifying party of any liability to the
        Indemnified Person or Indemnified Party under this Section 6, except to the
        extent that the indemnifying party is prejudiced in its ability to defend
        such
        action.

       

       

       


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


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

       

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

       

      7.      CONTRIBUTION.

       

      To
        the
        extent any indemnification by an indemnifying party is prohibited or limited
        by
        law, the indemnifying party agrees to make the maximum contribution 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
        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 (ii) contribution by any seller of Registrable Securities
        shall be limited in amount to the net amount of proceeds received by such
        seller
        from the sale of such Registrable Securities.

       

      8.      REPORTS
        UNDER THE 1934 ACT.

       

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

       

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

       

      (b)           file
        with the SEC in a timely manner all reports and other documents required
        of the
        Company under the 1933 Act and the 1934 Act so long as the Company remains
        subject to such requirements (it being understood that nothing herein shall
        limit the Company’s obligations under Section 4(c) of the Securities Purchase
        Agreement) 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 written request, (i) a written statement by the Company that it has
        complied with the reporting requirements of Rule 144, the 1933 Act and the
        1934
        Act, (ii) a copy of the most recent annual or quarterly report of the Company
        and such other reports and documents so filed by the Company, and (iii) such
        other information as may be reasonably requested to permit the Investors
        to sell
        such securities pursuant to Rule 144 without registration.

       


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      9.      AMENDMENT
        OF REGISTRATION RIGHTS.

       

      Provisions
        of this Agreement may be amended and the observance thereof may be waived
        (either generally or in a particular instance and either retroactively or
        prospectively), only with the written consent of the Company and Investors
        who
        then hold at least two-thirds (2/3) of the Registrable
        Securities.  Any amendment or waiver effected in accordance with this
        Section 9 shall be binding upon each Investor and the
        Company.  No such amendment shall be effective to the extent that it
        applies to fewer than all of the holders of the Registrable
        Securities.  No consideration shall be offered or paid to any Person
        to amend or consent to a waiver or modification of any provision of any of
        this
        Agreement unless the same consideration also is offered to all of the parties
        to
        this Agreement.

       

      10.      MISCELLANEOUS.

       

      (a)           A
        Person is deemed to be a holder of Registrable Securities whenever such Person
        owns or is deemed to own of record such Registrable Securities.  If
        the Company receives conflicting instructions, notices or elections from
        two (2)
        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 confirmation of transmission
        is mechanically or electronically generated and kept on file by the sending
        party); or (iii) one (1) business day after deposit with a nationally recognized
        overnight delivery service, in each case properly addressed to the party
        to
        receive the same.  The addresses and facsimile numbers for such
        communications shall be:

       

      
        	
                If
                  to the Company, to:

              	
                C-Mark
                  International, Inc..

              
	 	
                4130
                  E. Van Buren, Suite 325

              
	 	
                Phoenix,
                  AZ 85008

              
	 	
                Attn:
                  Mr. Charles Jones, CEO

              
	 	
                Telephone:
                  (602) 443-8640

              
	 	
                Facsimile:
                  (602) 443-8646

              
	 	 
	
                With
                  a copy to:

              	
                The
                  O’Neal Law Firm, P.C.

              
	 	
                17100
                  E. Shea Blvd., Suite 400-D

              
	 	
                Fountain
                  Hills, AZ  85268

              
	 	
                Attention:  William
                  D. O’Neal, Esq.

              
	 	
                Telephone:
                  (480) 812-5058

              
	 	
                Facsimile:
                  (480) 816-9241

              


      

      


       

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

       


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

       

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

       

      (e)           This
        Agreement, the Irrevocable Transfer Agent Instructions, the Securities Purchase
        Agreement and related documents including the Convertible Debenture and the
        Escrow Agreement dated the date hereof by and among the Company, the Investors
        set forth on the Schedule of Investors attached hereto, and James G. Dodrill
        II,
        P.A. (the “Escrow Agreement”) and the Security Agreement dated the date
        hereof (the “Security 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.  This Agreement, the Irrevocable Transfer Agent Instructions,
        the Securities Purchase Agreement and related documents including the
        Convertible Debenture, the Escrow Agreement and the Security Agreement supersede
        all prior agreements and understandings among the parties hereto with respect
        to
        the subject matter hereof and thereof.

       

       


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

       

      (f)           This
        Agreement shall inure to the benefit of and be binding upon the permitted
        successors and assigns of each of the parties hereto.

       

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

       

      (h)           This
        Agreement may be executed in identical counterparts, each of which shall
        be
        deemed an original but all of which shall constitute one and the same
        agreement.  This Agreement, once executed by a party, may be delivered
        to the other party hereto by facsimile transmission of a copy of this Agreement
        bearing the signature of the party so delivering this Agreement.

       

      (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)           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.

       

      (k)           This
        Agreement is intended for the benefit of the parties hereto and their respective
        permitted successors and assigns, and is not for the benefit of, nor may
        any
        provision hereof be enforced by, any other Person.

       

      


      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]

      


       

      
 

      



      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      


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

       

      


      
        	 	
                COMPANY:

              
	 	
                CMARK
                  INTERNATIONAL, INC.

              
	 	 
	 	
                By:  /s/ 
                  Charles W. Jones, Jr.       
                                      

              
	 	
                Name: 
                   Charles W. Jones,
                  Jr.     

              
	 	
                Title: 
                     President   

              
	 	 


      

      


      
        	 	
                BUYER:

              
	 	
                TRAFALGAR
                  CAPITAL SPECIALIZED

              
	 	
                INVESTMENT
                  FUND, LUXEMBOURG

              
	 	
                By:           Trafalgar
                  Capital Sarl

              
	 	
                Its:           General
                  Partner

              
	 	 
	 	
                By:     /s/ 
                  Andrew
                  Garai                                      
                  

              
	 	
                Name:       Andrew
                  Garai

              
	 	
                Title:         Chairman
                  of the Board

              


      

      


      



      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      


       

      SCHEDULE
        I

       

      SCHEDULE
        OF INVESTORS

       

      


      
        	
                
                  Name

                

              	
                
                  Signature

                

              	
                
                  Address/Facsimile

                  Number
                    of Buyer

                

              
	 	 	
                8-10
                  Rue Mathias Hardt

              
	
                Trafalgar
                  Capital Specialized

              	
                By:           Trafalgar
                  Capital Sarl

              	
                BP
                  3023

              
	
                Investment
                  Fund,

              	
                Its:           General
                  Partner

              	
                L-1030
                  Luxembourg

              
	
                Luxembourg

              	 	
                Facsimile:

              
	 	 	
                011-44-207-405-0161

              
	 	
                By:   
                  /s/  Andrew
                  Garai                          
                  

              	
                And

              
	 	
                Name:      Andrew
                  Garai

              	
                001-786-323-1651

              
	 	
                Its:           Chairman
                  of the Board

              	 


      

      


      


      


      



      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        A

       

      FORM
        OF NOTICE OF EFFECTIVENESS

       

      OF
        REGISTRATION STATEMENT

       

      


      Attention:

      


      
        	
                 

              	
                Re:

              	
                C-MARK
                  INTERNATIONAL, INC.

              


      

      Ladies
        and Gentlemen:

      


      We
        are
        counsel to C-MARK INTERNATIONAL, INC.., a South Carolina
        corporation (the “Company”), and have represented the Company in
        connection with that certain Securities Purchase Agreement (the “Securities
        Purchase Agreement”) entered into by and among the Company and the investors
        named therein (collectively, the “Investors”) pursuant to which the
        Company issued to the Investors shares of its Common Stock, par value
        US$__________ per share (the “Common Stock”).  Pursuant to the
        Purchase Agreement, the Company also has entered into a Registration Rights
        Agreement with the Investors (the “Investor Registration Rights
        Agreement”) pursuant to which the Company agreed, among other things, to
        register the Registrable Securities (as defined in the Registration Rights
        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 ____________ ____, the Company filed a
        Registration Statement on Form ________ (File No. 333-_____________) (the
“Registration Statement”) with the Securities and Exchange SEC (the
“SEC”) relating to the Registrable Securities which names each
        of the
        Investors as a selling stockholder there under.

       

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

       

      Very
        truly yours,

      


      [INSERT
        NAME OF COMPANY COUNSEL]

      


      By:                                                                 

      


      cc:           [LIST
        NAMES OF INVESTORS]

       

       

       

       

      A-1