**EXHIBIT 10.4****INVESTOR RIGHTS AGREEMENT**     This INVESTOR RIGHTS AGREEMENT (this “AGREEMENT”) is entered into as of September 14, 2007, byand among Brookside Technology Holding Corp., a Florida corporation (the “COMPANY”), and VicisCapital Master Fund (the “SERIES B INVESTOR”).**RECITALS:**     A. Series A Investor has executed and delivered to the Company a Securities Purchase Agreementdated as of even date herewith (the “PURCHASE AGREEMENT”) to purchase Series B ConvertiblePreferred Stock and Series D Warrants. The Series B Convertible Preferred Stock and Series DWarrants are collectively referred to as the “SECURITIES.”     B. To induce the Series B Investor to acquire the Securities, the Company hereby agrees thatthis Agreement shall govern the rights of the Series B Investor and the Company.     In consideration of the foregoing recitals and for good and other valuable considerationhereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the partieshereto, intending to be legally bound, hereby agree as follows:1. **DEFINITIONS**. For purposes of this Agreement:     “AFFILIATE” means with respect to any individual, corporation, partnership, association,trust, or any other entity (in each case, a “PERSON”), any Person that, directly or indirectly,Controls, is Controlled by, or is under common Control with such Person, including, withoutlimitation, any general partner, executive officer, or director of such Person or any holder of tenpercent or more of the outstanding equity or voting power of such Person.     “CERTIFICATE OF DESIGNATIONS” means the Company’s Certificate of Designations, Preferences andRights of the Series B Convertible Preferred Stock.     “CLOSING” means the closing of the sale of Company Securities to the Series B Investor.     “COMMON STOCK” means shares of the Company’s common stock.     “CONTROL” means the possession, directly or indirectly, of power to direct or cause thedirection of management or policies (whether through ownership of voting securities, by agreementor otherwise).     “EXCHANGE ACT” means the Securities Exchange Act of 1934, as amended, and the rules andregulations promulgated thereunder.     “EXEMPTED SECURITIES” shall have the meaning set forth in the Certificate of Designations.     “HOLDER” means any Series A Investor owning or having the right to acquire RegisterableSecurities or any assignee thereof.
 

 
     “NEW SECURITIES” means equity securities of the Company, whether now authorized or not, orrights, options, or warrants to purchase such equity securities, or securities of any typewhatsoever that are, or may become, convertible into or exchangeable into or exercisable for suchequity securities; provided, however, that New Securities shall not include the EXEMPTEDSECURITIES.     “PREFERRED STOCK” means shares of the Company’s preferred stock.     “REGISTER,” “REGISTERED,” and “REGISTRATION” refer to a registration effected by preparing andfiling a registration statement or similar document in compliance with the Securities Act, and thedeclaration or ordering of effectiveness of such registration statement or document.     “REGISTERABLE SECURITIES THEN OUTSTANDING” means the number of shares determined by adding thenumber of shares of Common Stock outstanding that are, and the number of shares of Common Stockissuable pursuant to then exercisable or convertible securities that are, Registerable Securities(as defined below in Section 2(a)(i)).     “SEC” means the United States Securities and Exchange Commission.     “SEC RULE 144” means Rule 144 promulgated by the SEC under the Securities Act.     “SEC RULE 144(E)” means Rule 144(e) promulgated by the SEC under the Securities Act.     “SECURITIES ACT” means the Securities Act of 1933, as amended, and the rules and regulationspromulgated thereunder.     “SERIES B PREFERRED STOCK” means shares of the Company’s Series B Convertible Preferred Stock.     “SERIES D WARRANTS” means the Series D Warrants granted to the Series B Investor.     “SHARES” means shares of capital stock of the Company at any time outstanding, includingshares of Preferred Stock and shares of Common Stock issued or issuable upon exercise orconversion, as applicable, of stock options, warrants, or other convertible securities of theCompany, in each case, now owned or subsequently acquired by any stockholder, or such stockholder’ssuccessors or assigns.2. **REGISTRATION RIGHTS**. The Company covenants and agrees as follows     a. **REGISTRATION RIGHTS UPON COMPLETION OF CLOSING; ADDITIONAL WARRANTS**.          i. The Company hereby agrees to file, at its sole cost and expense, a registration statementon Form SB-2 (or an alternative available form if the Reporting Company is not eligible to file aForm SB-2) (the “REGISTRATION STATEMENT”) with the SEC no
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later than ninety (90) days after the date of the Final Closing Date (as defined in thePurchase Agreement) the “FILING DEADLINE”), registering the following securities issued by theCompany: (i) all shares of Common Stock issued or issuable upon conversion of the SERIES BPREFERRED STOCK; (ii) all shares of Common Stock issued or issuable upon exercise of the Series DWarrants; (iii) all shares of Common Stock issued or issuable pursuant to Section 3(a)below; and (iv) all shares of Common Stock issued or issuable upon exercise of penalty warrants, ifany, issued pursuant to Section 2(a)(ii) below (collectively, the “REGISTERABLESECURITIES”). The Company hereby agrees to use its commercially reasonable efforts to have theRegistration Statement declared effective by the SEC within one hundred fifty (150) days after thedate of the Closing; provided, however, that if the Company receives a review by, and commentsfrom, the SEC, then such deadline shall be extended by an additional sixty (60) days (as extended,the “EFFECTIVE DATE DEADLINE”).          ii. If the Company does not file the Registration Statement on or before the Filing Deadline,then, in lieu of monetary damages or specific performance, the Company shall immediately issue tothe Series A Investor an additional Series A Warrant exercisable for the number of shares of CommonStock equal to 1.5% of the sum of (i) the number of shares of Common Stock issuable upon conversionof the SERIES B PREFERRED STOCK held by each such Series A Investor, and (ii) the number of sharesof Common Stock issuable upon exercise of the Series D Warrants held by each such Series AInvestor. In addition, for each subsequent thirty (30) day period after the Filing Deadline thatthe Registration Statement is not filed, then, in lieu of monetary damages or specific performance,the Company shall issue to Series A Investor an additional Series A Warrant exercisable for thenumber of shares of Common Stock equal to 1.5% of the sum of (i) the number of shares of CommonStock issuable upon conversion of the SERIES B PREFERRED STOCK held by each such Series A Investor,and (ii) the number of shares of Common Stock issuable upon exercise of the Series D Warrants heldby each such Series A Investor; provided, however, that in no event shall the aggregate number ofshares of Common Stock issuable upon exercise of the Series D Warrants issued pursuant to thisSection 2(a)(ii) exceed nine percent (9.0%) of the Common Stock issuable upon conversion ofthe SERIES B PREFERRED STOCK and upon exercise of the Series D Warrants originally issued on thedate of this Agreement.          iii. If the Company’s Registration Statement is not declared effective by the SEC by theEffective date Deadline, as provided in Section 2(a)(i) above, then, in lieu of monetarydamages or specific performance, the Company shall immediately issue to Series A Investor anadditional Series A Warrant exercisable for the number of shares of Common Stock equal to 1.5% ofthe sum of (i) the number of shares of Common Stock issuable upon conversion of the SERIES BPREFERRED STOCK into Common Stock held by each such Series A Investor, and (ii) the number ofshares of Common Stock issuable upon exercise of the Series D Warrants held by each such Series AInvestor. In addition, for each subsequent thirty (30) day period after the Effective Date Deadlinethat the Registration Statement is not declared effective by the SEC, then, in lieu of monetarydamages or specific performance, the Company shall issue to Series A Investor an additional SeriesA Warrant exercisable for the number of shares of Common Stock equal to 1.5% of the sum of (i) thenumber of shares of Common Stock issuable upon conversion of the SERIES B PREFERRED STOCK held byeach such Series A Investor, and (ii) the number of shares of Common Stock issuable upon exerciseof the Series D Warrants held by each such Series A Investor; provided, however, that in no eventshall the aggregate
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number of shares of Common Stock issuable upon exercise of the Series D Warrants issuedpursuant to this Section 2(a)(iii) exceed nine percent (9.0%) of the Common Stock issuableupon conversion of the SERIES B PREFERRED STOCK and upon exercise of the Series D Warrantsoriginally issued on the date of this Agreement. Issuances under this subparagraph (c) are inaddition to any issuance that may occur under subparagraph (b) above. The penalty warrants issuableunder subparagraph (b) above and under this subparagraph (c) shall be the sole and exclusive remedyfor failure to file the Registration Statement or to have the Registration Statement declaredeffective.          iv. Notwithstanding anything to the contrary contained in this Agreement or any other documentrelated hereto, if the SEC reviews a Registration Statement and challenges the Company’s ability toregister all of Registrable Securities on such Registration Statement without such offering beingcategorized as a “primary offering” and/or the selling shareholders listed in such RegistrationStatement being categorized as “underwriters,” the Company may reduce the number of RegistrableSecurities included in such Registration Statement to a threshold that avoids such categorizations,and, in such event, such reduction shall not give rise to a breach of this Agreement, the PurchaseAgreement or the Warrant or to any liquidated damages or any obligation to issue additionalsecurities, including those obligations to issue additional Series D Warrants pursuant tosubsection (ii) and (iii) above. In the event of any such reduction, the Company shall use itscommercially reasonable efforts, in compliance with SEC guidance, rules and regulations, andsubject to the terms of this Agreement, to register the balance of the Registerable Securities inone or more future Registration Statements. It is acknowledged by the parties hereto that the SECrecently has been taking the position that to avoid such categorizations, the number of RegistrableSecurities included in a Registration Statement must be less that one-third (1/3) of theoutstanding shares owned by parties other than affiliates of the Company, the selling shareholderslisted in such Registration Statement and the affiliates of such selling shareholders. In the eventof any such reductions, the reduction shall be made pro rata amongst the Investors and the firstRegistrable Securities to be reduced shall be those issuable upon conversion of the Preferred Stockand the next shares to be reduced shall be those issuable upon exercise of the Series D Warrants.     b. **OBLIGATIONS OF THE COMPANY**. Whenever required under this Section 2 to effect theregistration of any Registerable Securities, subject to the terms of and any limitations imposed bythis Agreement, the Company shall use its commercially reasonable efforts to:          i. prepare and file with the SEC a registration statement with respect to such RegisterableSecurities and use its commercially reasonable efforts to cause such registration statement tobecome effective, and keep such registration statement effective until the earlier of (A) the firstanniversary of the Final Closing Date and (B) the date all Holders of Registerable Securities cansell such Registerable Securities without restriction within a 180-day period, after which date theCompany may withdraw the Registration Statement;          ii. prepare and file with the SEC such amendments and supplements to such registrationstatement and the prospectus used in connection with such registration statement as may benecessary to comply with the provisions of the Securities Act with respect to the disposition ofall securities covered by such registration statement;
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          iii. furnish to the Series B Investor such numbers of copies of a prospectus, including apreliminary prospectus, in conformity with the requirements of the Securities Act, and such otherdocuments as they may reasonably request to facilitate the disposition of Registerable Securitiesowned by them; and          iv. use its commercially reasonable efforts to register and qualify the securities covered bysuch registration statement under such other securities or Blue Sky laws of of up to ten statesdesignated in writing by the majority of the Series B Investor within ten days after the Closing;provided, however, that the Company shall not be required in connection therewith or as a conditionthereto to qualify to do business or to file a general consent to service of process in any suchstates or jurisdictions, unless the Company is already subject to service in such jurisdiction andexcept as may be required by the Securities Act.     c. **FURNISH INFORMATION**. It shall be a condition precedent to the obligations of the Company totake any action pursuant to this Section 2 with respect to the Registerable Securities of aHolder that such Holder shall furnish to the Company such information regarding itself, theRegisterable Securities held by it, and the intended method of disposition of such securities asshall be reasonably required to effect the registration of such Holder’s Registerable Securities.     d. **DELAY OF REGISTRATION**. No Holder shall have any right to obtain or seek an injunctionrestraining or otherwise delaying any registration pursuant to this Agreement as the result of anycontroversy that might arise with respect to the interpretation or implementation of thisSection 2.     e. **REPORTS UNDER EXCHANGE ACT**. With a view to making available to the Series B Investor thebenefits of SEC Rule 144 promulgated under the Securities Act and any other rule or regulation ofthe SEC that may at any time permit a Holder to sell securities of the Company to the publicwithout registration, the Company agrees to use its commercially reasonable efforts to:          i. make and keep public information available, as those terms are understood and defined inSEC Rule 144, at all times after the effective date of the first registration statement filed bythe Company for the offering of its securities to the general public;          ii. file with the SEC in a timely manner all reports and other documents required of theCompany under the Securities Act and the Exchange Act; and          iii. furnish to any Holder, so long as the Series A Investor owns any Registerable Securities,forthwith upon request (i) a written statement by the Company that it has complied with thereporting requirements of SEC Rule 144, the Securities Act and the Exchange Act (at any time afterit has become subject to such reporting requirements); (ii) a copy of the most recent annual orquarterly 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 in availing any Holder of any rule orregulation of the SEC that permits the selling of any such securities without registration orpursuant to such form.
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     f. **ASSIGNMENT OF REGISTRATION RIGHTS**. The rights to cause the Company to register RegisterableSecurities pursuant to this Section 2 may be assigned (but only with all relatedobligations) by a Holder to a transferee or assignee of such securities, provided that:          i. the Company is, within a reasonable time after such transfer, furnished with written noticeof the name and address of such transferee or assignee and the securities with respect to whichsuch registration rights are being assigned; and          ii. such transferee or assignee agrees in writing to be bound by and subject to the terms andconditions of this Agreement.     g. **NO TRADING IN COMMON STOCK UNTIL CERTIFICATE RECEIVED**. Series A Investor hereby agreesthat, unless the Series A Investor has taken possession of the stock certificate for Common Stock,it or its Affiliates will not:          i. lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase,purchase any option or contract to sell, grant any option, right or warrant to purchase, orotherwise transfer or indirectly dispose of Common Stock not yet received, or          ii. enter into any swap or other arrangement that transfers to another, in whole or in part,any of the economic consequences of ownership for Common Stock not yet received.     h. **OBLIGATIONS OF THE SERIES B INVESTOR.**          i. Series A Investor acknowledges that the Company has the right to suspend sales under theRegistration Statement when the Company determines in good faith that offers and sales pursuantthereto (a) should not be made by reason of the presence of material undisclosed circumstances ordevelopments, (b) would have an adverse effect on the Company or (c) is otherwise inadvisable;provided that any such suspensions shall not exceed two 90-day periods within any one 12-monthperiod. Series A Investor agrees that, upon receipt of any notice from the Company of any suchsuspension of the Registration Statement, Series A Investor shall forthwith discontinue dispositionof Registrable Securities pursuant to the Registration Statement until further notice is receivedby the Company and/or the Series A Investor’s receipt of copies of the supplemented or amendedprospectus from the Company, such prospectus to be forwarded promptly to the Series A Investor bythe Company, and, if so directed by the Company, Series A Investor shall deliver to the Company allcopies, other than permanent file copies then in such Series A Investor’s possession, of theprospectus covering such Registrable Securities current at the time of receipt of such notice.          ii. As a condition to the inclusion of its Registrable Securities, Series A Investor shallfurnish to the Company such information regarding such Series A Investor and the distributionproposed by such Series A Investor as the Company may reasonably request in writing.          iii. Series A Investor hereby covenants with the Company not to make any sale of theRegistrable Securities without effectively causing the prospectus delivery
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requirements under the Act and any state securities laws to be satisfied and agrees not tomake any sale of the Registrable Securities in jurisdictions other than those designated pursuantto Section 2(b).          iv. Series A Investor acknowledges and agrees that the Registrable Securities sold pursuant tothe Registration Statement described in this Section are not transferable on the books of theCompany unless the stock certificate submitted to the transfer agent evidencing such RegistrableSecurities is accompanied by a certificate reasonably satisfactory to the Company to the effectthat (i) the Registrable Securities have been sold in accordance with such Registration Statementand (ii) the requirement of delivering a current prospectus has been satisfied.          v. Series A Investor agrees not to take any action with respect to any distribution deemed tobe made pursuant to such Registration Statement which would constitute a violation of Regulation Munder the Exchange Act or any other applicable rule, regulation or law.          vi. At the end of the period during which the Company is obligated to keep the RegistrationStatement current and effective as described above, the Series B Investor of Registrable Securitiesincluded in the Registration Statement shall discontinue sales of shares pursuant to suchRegistration Statement upon receipt of notice from the Company of its intention to remove fromregistration the shares covered by such Registration Statement which remain unsold, and such SeriesB Investor shall notify the Company of the number of shares registered which remain unsoldimmediately upon receipt of such notice from the Company.          vii. All selling expenses relating to the sale of securities registered by or on behalf ofSeries B Investor shall be borne by such Series B Investor, including all underwriting discountsand selling commissions applicable to the sale of Registrable Securities and all fees and expensesof legal counsel for any Series A Investor.          viii. Series A Investor agrees to hold the Company and its directors, officers, employees,controlling persons and agents and their respective heirs, representatives, successors and assignsharmless and to indemnify them against all liabilities, costs and expenses incurred by any of themas a result of (i) any misrepresentation made by the Series A Investor contained in this Agreement,(ii) any sale or distribution by the Series A Investor in violation of the Act or any applicablestate securities or “blue sky” laws or (iii) any untrue statement of a material fact made by theSeries A Investor to the Company, including the information regarding the Series A Investorcontained in the registration statement.3. **SERIES B INVESTOR’ RIGHT OF FIRST OFFER; MOST FAVORED NATIONS EXCHANGE**.     a. **RIGHT OF FIRST OFFER**. Subject to the terms and conditions specified in this Section3(a) and applicable securities laws, if the Company proposes to offer or sell any NewSecurities within twelve (12) months after the Closing, the Company shall first make an offering ofsuch New Securities to Series A Investor in accordance with the following provisions of thisSection 3 (the “RIGHT OF FIRST OFFER”). A Series A Investor shall be entitled to
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apportion the right of first offer hereby granted to it among itself and its partners,members, and Affiliates in such proportions as it deems appropriate subject to any applicablesecurities laws limitations and subject to such Persons who acquire New Securities becoming a partyto this Agreement.          i. The Company shall deliver a notice in accordance with the provisions of Section6(e) hereof (the “OFFER NOTICE”) to each of the Series B Investor stating (i) its bona fideintention to offer such New Securities; (ii) the number of such New Securities to be offered; and(iii) the price and terms, if any, upon which it proposes to offer such New Securities.          ii. By written notification received by the Company, within ten (10) calendar days aftermailing of the Offer Notice, each of the Series B Investor may elect to purchase or obtain, at theprice and on the terms specified in the Offer Notice, up to that portion of such New Securitiesthat equals the proportion that the number of shares of Common Stock issued and held, or issuableupon conversion of the SERIES B PREFERRED STOCK (and any other securities convertible into, orotherwise exercisable or exchangeable for, shares of Common Stock) then held, by such Series AInvestor bears to the total number of shares of Common Stock of the Company issued and held, orissuable upon conversion of the SERIES B PREFERRED STOCK then held, by all of the Series BInvestor. The Company promptly shall inform in writing Series A Investor that elects to purchaseall the shares available to it (each, a “FULLY EXERCISING INVESTOR”) of any other Series AInvestor’s failure to do likewise. During the ten (10) day period commencing after receipt of suchinformation, each Fully Exercising Investor shall be entitled to obtain that portion of the NewSecurities for which Series B Investor were entitled to subscribe but for which the Series BInvestor did not subscribe that is equal to the proportion that the number of shares of CommonStock issued and held, or issuable upon conversion of SERIES B PREFERRED STOCK then held, by suchFully Exercising Investor bears to the total number of shares of Common Stock issued and held, orissuable upon conversion of the SERIES B PREFERRED STOCK then held, by all Fully ExercisingInvestors who wish to purchase such unsubscribed shares.          iii. If all New Securities referred to in the Offer Notice are not elected to be purchased orobtained as provided in Section 3(a)(ii) hereof, the Company may, during the ninety (90)day period following the expiration of the period provided in Section 3(a)(ii) hereof,offer the remaining unsubscribed portion of such New Securities (collectively, the “REFUSEDSECURITIES”) to any Person(s) at a price not less than, and upon terms no more favorable to theofferee than, those specified in the Offer Notice. If the Company does not enter into an agreementfor the sale of the New Securities within such period, or if such agreement is not consummatedwithin thirty (30) days of the execution thereof, the right provided hereunder shall be deemed tobe revived and such New Securities shall not be offered unless first reoffered to the Series BInvestor in accordance with this Section 3(a)     b. **EXPIRATION OF RIGHT OF FIRST OFFER**. The Right of First Offer provided to Series A Investorunder this Section 3 shall expire, with respect to any shares of Common Stock issued orissuable upon conversion of the SERIES B PREFERRED STOCK (and any other securities convertibleinto, or otherwise exercisable or exchangeable for, shares of Common Stock), when such shares aresold into the public market pursuant to an effective Registration Statement, such that the Right ofFirst Offer provided hereunder to Series A
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Investor shall not be transferable to any purchaser for value who acquires the shares on thepublic market.4. **MISCELLANEOUS**.     a. **TRANSFERS, SUCCESSORS, AND ASSIGNS; JOINDER**. The terms and conditions of this Agreementshall inure to the benefit of and be binding upon the respective successors and assigns of theparties, as may be limited pursuant to this Agreement. Nothing in this Agreement, express orimplied, is intended to confer upon any party other than the parties hereto or their respectivesuccessors and assigns any rights, remedies, obligations, or liabilities under or by reason of thisAgreement, except as expressly provided in this Agreement.     b. **GOVERNING LAW**. This Agreement shall be governed by and construed in accordance with theGeneral Corporation Law of the State of Florida as to matters within the scope thereof, and as toall other matters shall be governed by and construed in accordance with the internal laws of theState of Florida, without regard to its principles of conflicts of laws. The parties agree thatvenue for any dispute arising under this Agreement will lie exclusively in the state or federalcourts located in Hillsborough County, Florida, and the parties irrevocably waive any right toraise forum non conveniens or any other argument that Florida is not the proper venue.     c. **COUNTERPARTS**. This Agreement may be executed in any number of counterparts with the sameeffect as if all parties hereto had signed the same document, and all counterparts shall beconstrued together and shall constitute one instrument. This Agreement may be executed by any partyby delivery of a facsimile signature, which signature shall have the same force as an originalsignature. A facsimile or photocopied signature shall be deemed to be the functional equivalent ofan original for all purposes.     d. **HEADINGS**. The headings and subheadings in this Agreement are included for convenience andidentification only and are in no way intended to describe, interpret, define, or limit the scope,extent, or intent of this Agreement or any provision hereof.     e. **NOTICES**. All notices and other communications given or made pursuant to this Agreementshall be in writing and shall be deemed effectively given: (a) upon personal delivery to the partyto be notified; (b) when sent by confirmed electronic mail or facsimile if sent during normalbusiness hours of the recipient, and if not so confirmed, then on the next business day; (c) five(5) days after having been sent by registered or certified mail, return receipt requested, postageprepaid; or (d) one (1) business day after deposit with a nationally recognized overnight courier,specifying next day delivery, with written verification of receipt. All communications shall besent to the respective parties at their address as set forth below, or to such address or facsimilenumber as subsequently modified by written notice given in accordance with this Section6(e).All notices to the Company shall be sent to:Brookside Technology Holdings Corp.