exhibit_10-72.htm


    
      

    

    Exhibit
      10.72

     

     

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    THIS
      REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of
      October _18_, 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 Seven Hundred
      Fifty
      Thousand U.S. Dollars ($750,000).  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