Exhibit 4.1


    
      

    

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
      dated
      as of February __, 2007, is entered into by and between CICERO, INC., a Delaware
      corporation (the “Company”),
      and                               
 (the “Purchaser”).

     

    W
      I T N E S S E T H
      :

     

    This
      Agreement is made pursuant to that certain Purchase Agreement, dated as of
      the
      date hereof, by and between the Company and the Purchaser (the “Purchase
      Agreement”),
      and
      pursuant to that certain Commitment Agreement, dated as of the date hereof,
      by
      and between the Company and the Purchaser (the “Commitment
      Agreement”).

     

    The
      Company and the Purchaser hereby agree as follows:

     

    1.    
Definitions.
      Unless
      otherwise defined herein, terms defined in the Purchase Agreement and the
      Commitment Agreement are used herein as therein defined, and the following
      shall
      have (unless otherwise provided elsewhere in this Agreement) the following
      respective meanings (such meanings being equally applicable to both the singular
      and plural form of the terms defined):

     

    “Affiliate”
means,
      with respect to any Person, any other Person that directly or indirectly
      controls or is controlled by or under common control with such Person. For
      the
      purposes of this definition, “control,”
when
      used with respect to any Person, means the possession, direct or indirect,
      of
      the power to direct or cause the direction of the management and policies of
      such Person, whether through the ownership of voting securities, by contract
      or
      otherwise, and the terms “affiliated,”
      “controlling”
and
      “controlled”
have
      meanings correlative to the foregoing.

     

    “Agreement”
shall
      mean this Registration Rights Agreement, including all amendments, modifications
      and supplements and any exhibits or schedules to any of the foregoing, and
      shall
      refer to the Agreement as the same may be in effect at the time such reference
      becomes operative.

     

    “Business
      Day”
shall
      mean any day that is not a Saturday, a Sunday or a day on which banks are
      required or permitted to be closed in the State of New York.

     

    “Commission”
shall
      mean the Securities and Exchange Commission or any other federal agency then
      administering the Securities Act and other federal securities laws.

     

    “Holder
      or
Holders”
means
      the holder or holders, as the case may be, from time to time of the Registrable
      Securities.

     

    “NASD”
shall
      mean the National Association of Securities Dealers, Inc., or any successor
      corporation thereto.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Registrable
      Securities”
shall
      mean the shares of Common Stock issuable upon conversion of the Convertible
      Bridge Notes and the purchase of common stock.

     

    2.    
Registration.
      As soon
      as practicable following the Closing Date and within ninety (90) days of the
      such date, the Company shall prepare and file with the Commission a Registration
      Statement (the “Registration
      Statement”)
      which
      shall cover all of the Registrable Securities. The Registration Statement shall
      be on Form S-1 or any successor form. The Company shall use its best efforts
      to
      cause the Registration Statement to be declared effective under the Securities
      Act within one hundred eighty (180) days of the Closing Date.

     

    3.    
Registration
      Procedures.
      Subject
      to the provisions of Section 2, the Company will:

    


    (a)    prepare
      and file with the Commission a Registration Statement with respect to such
      securities and use its best efforts to cause such Registration Statement to
      become and remain effective for a period of time required for the disposition
      of
      such securities by the Holder thereof, but not to exceed two (2)
      years;

     

    (b)    prepare
      and file with the Commission such amendments and supplements to such
      Registration Statement and the prospectus used in connection therewith as may
      be
      necessary to keep such Registration Statement effective and to comply with
      the
      provisions of the Securities Act with respect to the sale or other disposition
      of all securities covered by such Registration Statement until the earlier
      of
      such time as all of such securities have been disposed of in a public offering
      or the expiration of two (2) years;

     

    (c)    furnish
      to each Holder such number of copies of a summary prospectus or other
      prospectus, including a preliminary prospectus, in conformity with the
      requirements of the Securities Act, and such other documents, as such Holder
      may
      reasonably request;

     

    (d)    use
      its
      best efforts to register or qualify the securities covered by such Registration
      Statement under such other securities or blue sky laws of such jurisdictions
      within the United States as each Holder shall reasonably request to the extent
      such registration or qualification is required in such jurisdictions
      (provided,
      however,
      that
      the Company shall not be obligated to qualify as a foreign corporation to do
      business under the laws of any jurisdiction in which it is not then qualified
      or
      to file any general consent to service of process), and do such other reasonable
      acts and things as may be required of it to enable such Holder to consummate
      the
      disposition in such jurisdiction of the securities covered by such Registration
      Statement;

     

    (e)    furnish,
      at the request of any Holder during registration of Registrable Securities
      pursuant to Section 2, on the date that such shares of Registrable Securities
      are delivered to the underwriters for sale pursuant to such registration or,
      if
      such Registrable Securities are not being sold through underwriters, on the
      date
      that the Registration Statement with respect to such shares of Registrable
      Securities becomes effective, (1) an opinion, dated as of such date, of the
      independent counsel representing the Company for the purposes of such
      registration, addressed to the underwriters, if any, and if such Registrable
      Securities are not being sold through underwriters, then to the Holder making
      such request, in customary form and covering matters of 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    the
      type
      customarily covered in such legal opinions; and (2) a comfort letter dated
      such date, from the independent certified public accountants of the Company,
      addressed to the underwriters, if any, and if such Registrable Securities are
      not being sold through underwriters, then to the Holder making such request
      and,
      if such accountants refuse to deliver such letter to such Holder, then to the
      Company, in a customary form and covering matters of the type customarily
      covered by such comfort letters and as the underwriters or such Holder shall
      reasonably request;

     

    (f)    
enter
      into customary agreements (including an underwriting agreement in customary
      form) and take such other actions as are reasonably required in order to
      expedite or facilitate the disposition of such Registrable
      Securities;

     

    (g)    notify
      each Holder as promptly as practicable upon the occurrence of any event as
      a
      result of which the prospectus included in a Registration Statement, as then
      in
      effect, contains an untrue statement of material fact or omits to state a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading in light of the circumstances then existing, and as
      promptly as possible, prepare, file and furnish to such Holder a reasonable
      number of copies of a supplement or an amendment to such prospectus as may
      be
      necessary so that such prospectus does not contain an untrue statement of
      material fact or omits to state a material fact required to be stated therein
      or
      necessary to make the statements therein not misleading in light of the
      circumstances then existing;

     

    (h)    provide
      each Holder and its representatives the opportunity to conduct reasonable
      inquiry of the Company’s financial and other records during normal business
      hours and make available its officers, directors and employees for questions
      regarding information which such Holder may reasonably request in order to
      conduct any due diligence; and

     

    (i)    
otherwise
      use its best efforts to comply with all applicable rules and regulations of
      the
      Commission, and make available to the Holders, as soon as reasonably
      practicable, but not later than eighteen (18) months after the effective date
      of
      the Registration Statement, an earnings statement covering the period of at
      least twelve (12) months beginning with the first full month after the effective
      date of such Registration Statement, which earnings statement shall satisfy
      the
      provisions of Section 11(a) of the Securities Act.

     

    4.    
Expenses.
      All
      expenses incident to the Company’s compliance with the terms of this Agreement,
      including, without limitation, all registration and filing fees, printing
      expenses, fees and disbursements of counsel for the Company, expenses of any
      special audits incident to or required by any such registration and expenses
      of
      complying with the securities or blue sky laws of any jurisdiction pursuant
      to
      Section 3(d), shall be paid by the Company, except that:

     

    (a)    all
      such
      expenses in connection with any amendment or supplement to the Registration
      Statement or prospectus filed more than two (2) years after the effective date
      of such Registration Statement because any Holder has not effected the
      disposition of the securities requested to be registered shall be paid by such
      Holder;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)    the
      Company shall not be liable for any fees, discounts or commissions to any
      underwriter or any fees or disbursements of counsel for any underwriter in
      respect of the securities sold by such Holder; and

     

    (c)    any
      incremental expenses incurred by the Company as a result of the inclusion of
      a
      Holder’s Registrable Securities in an underwritten offering where the Holder or
      any of its Affiliates is an underwriter of the Registrable Securities which
      inclusion of such Holder’s Registrable Securities requires a “qualified
      independent underwriter” under the applicable rules of the NASD shall be paid by
      such Holder.

     

    5.    
Indemnification
      and Contribution.
      (a) In
      the event of any registration of any Registrable Securities under the Securities
      Act pursuant to this Agreement, the Company shall indemnify and hold harmless
      the Holder of such Registrable Securities, such Holder’s directors and officers,
      and each other person (including each underwriter) who participated in the
      offering of such Registrable Securities and each other person, if any, who
      controls such Holder or such participating person within the meaning of the
      Securities Act, against any losses, claims, damages or liabilities, joint or
      several, to which such Holder or any such director or officer or participating
      person or controlling person may become subject under the Securities Act or
      any
      other statute or at common law, insofar as such losses, claims, damages or
      liabilities (or actions in respect thereof) arise out of or are based upon
      (i) any alleged untrue statement of any material fact contained, on the
      effective date thereof, in any Registration Statement under which such
      securities were registered under the Securities Act, any preliminary prospectus
      or final prospectus contained therein, or any amendment or supplement thereto,
      or (ii) any alleged omission to state therein a material fact required to
      be stated therein or necessary to make the statements therein not misleading,
      and shall reimburse such Holder or such director, officer or participating
      person or controlling person for any legal or any other expenses reasonably
      incurred by such Holder or such director, officer or participating person or
      controlling person in connection with investigating or defending any such loss,
      claim, damage, liability or action. Notwithstanding anything to the contrary
      set
      forth in this Section 5(a), the Company shall not be liable to indemnify any
      person in any such case to the extent that any such loss, claim, damage or
      liability arises out of or is based upon (1) any actual or alleged untrue
      statement or actual or alleged omission either (x) made in such Registration
      Statement, preliminary prospectus, prospectus or amendment or supplement in
      reliance upon and in conformity with written information furnished to the
      Company by such Holder specifically for use therein or so furnished for such
      purposes by any underwriter or (y) that had been corrected in a preliminary
      prospectus, prospectus supplement or amendment which had been furnished to
      such
      Holder prior to any distribution of the document alleged to contain the untrue
      statement or omission to offerees or purchasers, (2) any offer or sale of
      Registrable Securities after receipt by such Holder of a Standstill Notice
      under
      Section 3(g) and prior to the delivery of the prospectus supplement or amendment
      contemplated by Section 3(g), or (3) the Holder’s failure to comply with the
      prospectus delivery requirements under the Securities Act or failure to
      distribute its Registrable Securities in a manner consistent with its intended
      plan of distribution as provided to the Company and disclosed in the
      Registration Statement. Notwithstanding the foregoing, the Company shall not
      be
      required to indemnify any person for amounts paid in settlement of any claim
      without the prior written consent of the Company, which consent shall not be
      unreasonably 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    withheld.
      Such indemnity shall remain in full force and effect regardless of any
      investigation made by or on behalf of such Holder or such director, officer
      or
      participating person or controlling person, and shall survive the transfer
      of
      such securities by such Holder.

     

    (b)    Each
      Holder, by acceptance hereof, agrees to indemnify and hold harmless the Company,
      its directors and officers and each person who participated in such offering
      and
      each other person, if any, who controls the Company within the meaning of the
      Securities Act against any losses, claims, damages or liabilities, joint or
      several, to which the Company or any such director or officer or any such person
      may become subject under the Securities Act or any other statute or at common
      law, insofar as such losses, claims, damages or liabilities (or actions in
      respect thereof) arise out of or are based upon (i) information in writing
      provided to the Company by the Holder specifically for use in the following
      documents and contained, on the effective date thereof, in any Registration
      Statement under which securities were registered under the Securities Act at
      the
      request of the Holder, any preliminary prospectus or final prospectus contained
      therein, or any amendment or supplement thereto, (ii) Holder’s offer or sale of
      Registrable Securities after receipt by such Holder of a Standstill Notice
      under
      Section 3(g) and prior to the delivery of the prospectus supplement or amendment
      contemplated by Section 3(g), (iii) Holder’s failure to comply with the
      prospectus delivery requirements under the Securities Act or failure to
      distribute its Registrable Securities in a manner consistent with its intended
      plan of distribution as provided to the Company and disclosed in the
      Registration Statement, (iv) Holder’s failure to comply with Regulation M under
      the Exchange Act, or (v) Holder’s failure to comply with any rules and
      regulations applicable because the Holder is, or is an Affiliate of, a
      registered broker-dealer. Notwithstanding the provisions of this paragraph
      (b)
      or paragraph (c) below, no Holder shall be required to indemnify any person
      pursuant to this Section 5 or to contribute pursuant to paragraph (c) below
      in
      an amount in excess of the amount of the aggregate net proceeds received by
      such
      Holder in connection with any such registration under the Securities
      Act.

     

    (c)    If
      the
      indemnification provided for in this Section 5 from the indemnifying party
      is
      unavailable to an indemnified party hereunder in respect of any losses, claims,
      damages, liabilities or expenses referred to therein, then the indemnifying
      party, in lieu of indemnifying such indemnified party, shall contribute to
      the
      amount paid or payable by such indemnified party as a result of such losses,
      claims, damages, liabilities or expenses in such proportion as is appropriate
      to
      reflect the relative fault of the indemnifying party and indemnified parties
      in
      connection with the actions which resulted in such losses, claims, damages,
      liabilities or expenses, as well as any other relevant equitable considerations.
      The relative fault of such indemnifying party and indemnified parties shall
      be
      determined by reference to, among other things, whether any action in question,
      including any untrue or alleged untrue statement of a material fact or omission
      or alleged omission to state a material fact, has been made by, or relates
      to
      information supplied by, such indemnifying party or indemnified parties, and
      the
      parties’ relative intent, knowledge, access to information and opportunity to
      correct or prevent such action. The amount paid or payable by a party as a
      result of the losses, claims, damages, liabilities and expenses referred to
      above shall be deemed to include any legal or other fees or expenses reasonably
      incurred by such party in connection with any investigation or
      proceeding.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 5(c) were determined by pro rata allocation or by
      any
      other method of allocation which does not take account of the equitable
      considerations referred to in the immediately preceding paragraph. No Person
      guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
      of
      the Securities Act) shall be entitled to contribution from any Person who was
      not guilty of such fraudulent misrepresentation.

     

    6.     
      Certain
      Limitations on Registration Rights.
      Notwithstanding the other provisions of this Agreement:

     

    (a)    the
      Company shall not be obligated to register the Registrable Securities of Holders
      if, in the opinion of counsel to the Company reasonably satisfactory to the
      Holder and its counsel (or, if the Holder has engaged an investment banking
      firm, to such investment banking firm and its counsel), the sale or other
      disposition of such Holder’s Registrable Securities, in the manner proposed by
      such Holder (or by such investment banking firm), may be effected without
      registering such Registrable Securities under the Securities Act;

     

    (b)    the
      Company shall not be obligated to register the Registrable Securities of any
      Holder pursuant to Section 2 if the Company has had a registration statement,
      under which the Holder had a right to have its Registrable Securities included
      pursuant to Section 2, declared effective within one hundred and twenty (120)
      days prior to the date of the request pursuant to Section 2; and

     

    (c)    the
      Company shall have the right to delay the filing or effectiveness of the
      registration statement required pursuant to Section 2 hereof during one or
      more
      periods aggregating not more than forty five (45) days in any twelve-month
      period in the event that (i) the Company would, in accordance with the advice
      of
      its counsel, be required to disclose in the prospectus information not otherwise
      then required by law to be publicly disclosed and (ii) in the judgment of the
      Company’s Board of Directors, there is a reasonable likelihood that such
      disclosure would materially and adversely affect any existing or prospective
      material business situation, transaction or negotiation or otherwise materially
      and adversely affect the Company.

     

    7.     
      Selection
      of Managing Underwriters.
      The
      managing underwriter or underwriters for any offering of Registrable Securities
      to be registered pursuant to Section 2 shall be selected by the Holders of
      a
      majority of the shares being so registered and shall be reasonably acceptable
      to
      the Company.

     

    8.     Holder
      Agreements.
      (a) No
      Holder may participate in an underwritten offering provided for hereunder unless
      such Holder (i) agrees to sell the Holder’s Registrable Securities on the basis
      provided in the underwriting arrangements contemplated for such offering as
      reasonably requested by the managing underwriter, (ii) completes and executes
      all questionnaires, powers of attorney, indemnities, underwriting agreements
      and
      other documents reasonably required under the terms of such underwriting
      arrangements as reasonably requested by the managing underwriter, and (iii)
      agrees to bear the Holder’s pro rata portion of all underwriting discounts and
      commissions.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b)    Each
      Holder agrees to comply with Regulation M under the Exchange Act in connection
      with its offer and sale of Registrable Securities.

     

    (c)    Each
      Holder agrees that it will not sell any Registrable Securities registered under
      the Securities Act pursuant to the terms of this Agreement until a Registration
      Statement (and any associated post-effective amendment) relating thereto has
      been declared effective and the Holder has been provided copies of the related
      prospectus, as amended or supplemented to date.

     

    (d)    Each
      Holder agrees to comply with the prospectus delivery requirements of the
      Securities Act as applicable in connection with the sale of Registrable
      Securities registered under the Securities Act pursuant to a Registration
      Statement.

     

    (e)    Each
      Holder agrees that upon receipt of a Standstill Notice pursuant to Section
      3(g),
      the Holder shall immediately discontinue offers and sales of Registrable
      Securities registered under the Securities Act pursuant to any Registration
      Statements covering such Registrable Securities until such Holder receives
      copies of the supplemented or amended prospectus contemplated by Section 3(g)
      or
      notice from the Company that no such supplement or amendment is
      required.

     

    9.     
      Miscellaneous.
      

     

    (a)    No
      Inconsistent Agreements.
      The
      Company will not hereafter enter into any agreement with respect to its
      securities which conflicts with the rights granted to the Holders in this
      Agreement. 

     

    (b)    Remedies.
      Each
      Holder, in addition to being entitled to exercise all rights granted by law,
      including recovery of damages, will be entitled to specific performance of
      its
      rights under this Agreement. The Company agrees that monetary damages would
      not
      be adequate compensation for any loss incurred by reason of a breach by it
      of
      the provisions of this Agreement and hereby agrees to waive the defense in
      any
      action for specific performance that a remedy at law would be adequate. In
      any
      action or proceeding brought to enforce any provision of this Agreement or
      where
      any provision hereof is validly asserted as a defense, the successful party
      shall be entitled to recover reasonable attorneys’ fees in addition to any other
      available remedy.

     

    (c)    Amendments
      and Waivers.
      Except
      as otherwise provided herein, the provisions of this Agreement may not be
      amended, modified or supplemented, and waivers or consents to departure from
      the
      provisions hereof may not be given unless the Company has obtained the written
      consent of the Holder.

     

    (d)    Notice
      Generally.
      Any
      notice, demand, request, consent, approval, declaration, delivery or other
      communication hereunder to be made pursuant to the provisions of this Agreement
      shall be sufficiently given or made if in writing and either delivered in person
      with receipt acknowledged or sent by registered or certified mail, return
      receipt requested, postage prepaid, or by telecopy and confirmed by telecopy
      answerback, addressed as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              If
                to the Company: 

            	
              Cicero,
                Inc.

            


    

    
      	 	 	
              8000
                Regency Parkway, Suite 542

            


    

    
      	 	 	
              Cary,
                North Carolina 27518

            


    

    Attn:
       John
      P.
      Broderick

    
      	 	 	 


    

    
      	 	
              With
                a Copy to:

            	
              Golenbock
                Eiseman Assor Bell & Peskoe LLP

            


    

    
      	 	 	
              437
                Madison Avenue

            


    

    
      	 	 	
              New
                York, New York 10022

            


    

    Attn:
       Lawrence
      Bell, Esq.

    
      	 	 	 


    

    
      	 	
              If
                to the Holders: 

            	
               

            


    

    


    
      	 	
              With
                a Copy to:

            	 


    

    
      	 	 	 


    

    
      	 	 	 


    

    
      	 	 	
              Attn:
                

            


    

    


    or
      at
      such other address as may be substituted by notice given as herein provided.
      The
      giving of any notice required hereunder may be waived in writing by the party
      entitled to receive such notice. Every notice, demand, request, consent,
      approval, declaration, delivery or other communication hereunder shall be deemed
      to have been duly given or served on the date on which personally delivered,
      with receipt acknowledged, telecopied and confirmed by telecopy answerback
      or
      three (3) Business Days after the same shall have been deposited in the United
      States mail.

     

    (e)    Rule
      144.
      With a
      view to making available to the Holders the benefits of Rule 144 under the
      Securities Act (“Rule
      144”)
      and
      any other rule or regulation of the Commission that may at any time permit
      the
      Holder to sell securities of the Company to the public without registration,
      the
      Company agrees that it will:

     

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

     

    (ii)    file
      with
      the Commission in a timely manner all reports and other documents required
      of
      the Company under the Exchange Act; and

     

    (iii)   furnish
      to a Holder, so long as such Holder owns any Registrable Securities, forthwith
      upon request (A) a written statement by the Company, if true, that it has
      complied with the reporting requirements of Rule 144, the Securities Act and
      the
      Exchange Act, (B) 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 (C)
      such other information as may be reasonably requested in availing such Holder
      of
      any rule or regulation of the Commission which permits the selling of any such
      securities without registration.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (f)    
Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      assigns of each of the parties hereto including any person to whom Registrable
      Securities are transferred.

     

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

     

    (h)    Governing
      Law; Jurisdiction.
      This
      Agreement shall be governed by, construed and enforced in accordance with the
      laws of the State of Delaware without giving effect to the conflict of laws
      provisions thereof. Service of process on the parties in any action arising
      out
      of or relating to this Agreement shall be effective if mailed to the parties
      in
      accordance with Section 9(d) hereof. The
      parties hereto waive all right to trial by jury in any action or proceeding
      to
      enforce or defend any rights hereunder. 

     

    (i)    
Severability.
      Wherever possible, each provision of this Agreement shall be interpreted in
      such
      manner as to be effective and valid under applicable law, but if any provision
      of this Agreement shall be prohibited by or invalid under applicable law, such
      provision shall be ineffective to the extent of such prohibition or invalidity,
      without invalidating the remainder of such provision or the remaining provisions
      of this Agreement.

     

    (j)    
Entire
      Agreement.
      This
      Agreement, together with the License Agreement and the Subscription Agreement,
      represents the complete agreement and understanding of the parties hereto in
      respect of the subject matter contained herein and therein. This Agreement
      supersedes all prior agreements and understandings between the parties with
      respect to the subject matter hereof.

     

    (k)    Counterparts.
      This
      Agreement may be executed in any number of counterparts, all of which taken
      together shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that both parties need not sign the same
      counterpart. In the event that any signature is delivered by facsimile
      transmission, such signature shall create a valid and binding obligation of
      the
      party executing (or on whose behalf such signature is executed) with the same
      force and effect as if such facsimile signature page were an original
      thereof.

     

    [SIGNATURE
      PAGES ATTACHED HERETO]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first above written.

    


    
      	 	
              CICERO,
                INC.

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	   
	 
	 	 	
              John
                P. Broderick,

            	 
	 	 	
              Chief
                Executive and Financial Officer

            	 
	 	 	 	 
	 	 	 	 
	 	
              PURCHASER:

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:
                

            	 
	 
	 	
              Name:

            	 
	 
	 	
              Title: