Exhibit 2 (10)


    
      

      

    

    


    REGISTRATION
      RIGHTS AGREEMENT

    


    


    THIS
      REGISTRATION RIGHTS AGREEMENT
      (this
“Agreement”)
      is
      made and entered into as of this ___ day of _________________, 2006, by and
      between WELUND FUND, INC., a Nevada corporation (the “Company”),
      and
      ______________________________ (a “Holder”).

    


    Premises

    


    This
      Agreement shall govern the rights of the Holder respecting the registration
      under the Securities Act of the resale of securities owned by Holder and
      acknowledges that the Company expects that it will enter into registration
      rights agreements of similar tenor and effect respecting additional shares
      of
      Common Stock to be issued.

    


    Agreement

    


    NOW,
      THEREFORE, based on the foregoing premises, which are incorporated herein by
      reference, and for and in consideration of the mutual promises and covenants
      of
      the parties set forth herein, the parties hereby agree as follows:

    


    1.    Definitions.
      For
      purposes of this Agreement:

    


    (a)   “Agreement”
shall
      mean this Agreement.

    


    (b)   “Common
      Stock”
shall
      mean the common stock of the Company, par value $0.0001 per share.

    


    (c)   “Company”
has
      the
      meaning set forth in the introductory paragraph of this Agreement. 

    


    (d)   “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended.

    


    (e)   “Holder”
means
      a
      Holder of Registrable Securities, or any permitted assignee of any of the
      foregoing, if the transfer to such assignee has been recorded in the corporate
      books and records of the Company, in accordance with the provisions of this
      Agreement.

    


    (f)   “Holders”
shall
      mean the Holder together with all other Holders of Registrable
      Securities.

    


    (g    “Register,”
      “registered,”
and
      “registration”
refer
      to a registration effected by preparing and filing a registration statement
      on
      Form SB-2 in compliance with the Securities Act and the declaration or ordering
      of effectiveness of such registration statement.

     

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    (h)   “Registrable
      Securities”
means
      the Common Stock issued by the Company to the Holder pursuant to the
      Subscription Agreement dated [__________] [__], 2006 and any Common Stock or
      other securities issued or issuable in respect of such shares upon any stock
      split, stock dividend, recapitalization, or similar event, and any other shares
      the Company wishes to include in a registration statement undertaken by the
      Company whether or not part of an under written public offering, provided,
      however,
      that
      shares of Common Stock or other securities shall cease to be a Registrable
      Securities for purposes of this Agreement at such time as: (i) counsel to
      the Company renders an opinion to the Holder of such shares or security to
      the
      effect that such shares or security can be freely transferred without
      registration under the Securities Act, either through a sale of all of such
      securities of such Holder in a single 90-day period by satisfying all of the
      conditions of Rule 144 or otherwise (which counsel and opinion shall be
      reasonably acceptable to such Holder); (ii) counsel to a Holder of such
      shares or security renders an opinion to the Company to the effect that such
      shares or security can be freely transferred without registration under the
      Securities Act, either through a sale of all of such securities of such Holder
      in a single 90-day period by satisfying all of the conditions of Rule 144 or
      otherwise (which counsel and opinion shall be reasonably acceptable to the
      Company); (iii) securities for which a registration statement respecting
      the sale of such securities has become effective under the Securities Act and
      such securities shall have been disposed of in accordance with such registration
      statement; (iv) such securities have been sold as permitted by Rule 144 (or
      any successor provision) under the Securities Act and the purchaser thereof
      does
      not receive “restricted securities” as defined in Rule 144; (v) such
      securities have been held, either separately or in the aggregate, to the extent
      tacking of holding periods is permitted under the Securities Act, for the period
      specified in paragraph (k) of Rule 144 (or any similar provision then in force),
      so as to permit the sale of such shares without restrictions on transfer under
      the Securities Act; or (vi) such securities shall have ceased to be
      outstanding.

    


    (i)    “Registration
      Expenses”
shall
      mean all expenses incurred by the Company in complying with section 2 hereof,
      including all registration, qualification, and filing fees; printing expenses;
      escrow fees; fees and disbursements of counsel for the Company; fees and
      expenses incurred in qualifying the subject securities for resale in applicable
      states; and the expense of any special audits incident to or required by any
      such registration (but excluding the compensation of regular employees of the
      Company, which shall be paid in any event by the Company).

    


    (j)   “Securities
      Act”
means
      the Securities Act of 1933, as amended, or any similar or successor federal
      statute and the rules and regulations of the SEC thereunder, all as the same
      shall be in effect at the time.

    


    (k)   “SEC”
means
      the United States Securities and Exchange Commission.

    


    (l)    “Selling
      Expenses”
shall
      mean all underwriting discounts, selling commissions, and stock transfer taxes
      applicable to the securities registered by the Holders and all fees and
      disbursements of counsel for the Holders.

    


    (m)  
        “Violation”
has
      the
      meaning set forth in section 9(a) hereof. 

    


    2.    Piggyback
      Registration.

    


    (a)   After
      the
      close of a merger or acquisition transaction between the Company and a target
      operating company, if the Company initiates a Registration (either for its
      own
      account or the account of a security holder or holders exercising their
      respective demand registration rights), the Company will: (i) promptly give
      the
      Holders written notice thereof (which will include a list of the jurisdictions
      in which the Company intends to attempt to qualify such securities under the
      applicable blue sky or other state securities laws) and (ii) include in such
      registration (and any related qualification under blue sky laws or other
      compliance), and in any underwriting involved therein, all the Registrable
      Securities specified in a written request delivered to the Company by the Holder
      within twenty (20) days after delivery of such written notice from the Company
      subject to the underwriters’ marketing limitation but in no event less than 10%
      of the securities included in such registration statement; provided,
      however,
      that
      the Company shall not be obligated to take any action to effect any such
      registration, qualification, or compliance pursuant to this subsection:


     

    
 

    
      
        
          
          

        

        
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    (i)    that
      is
      not permitted by the SEC;

    


    (ii)   in
      any
      particular jurisdiction in which the Company would be required to execute a
      general consent to service of process in effecting such registration,
      qualification, or compliance unless the Company is already subject to service
      in
      such jurisdiction and except as may be required by the Securities Act;.


    


    (b)   The
      Company will as soon as practicable, use its commercially reasonable best
      efforts to cause such Registration to become effective or qualified (including
      the execution of an undertaking to file post-effective amendments, appropriate
      qualification under applicable state securities laws, and appropriate compliance
      with applicable regulations issued under the Securities Act and any other
      governmental requirements or regulations) and as would permit or facilitate
      the
      sale and distribution of all or such portion of such Registrable Securities
      of
      any Holder or Holders;

    


    (c)   The
      Holders shall have unlimited Piggyback Registration rights until all the
      Registrable Securities are registered as provided herein. 

    


    (d)   In
      the
      event that a registration pursuant to this section 2 is for a registered public
      offering involving an underwriting, the Company shall so advise the Holders
      as
      part of the notice given pursuant to this section. The right of any Holder
      to
      registration pursuant to this section shall be conditioned upon such Holder’s
      participation in the underwriting arrangements required by this section and
      the
      inclusion of such Holder’s Registrable Securities in the underwriting, to the
      extent requested and provided herein. The Company shall (together with all
      Holders proposing to distribute their securities through such underwriting)
      enter into an underwriting agreement in customary form with the managing
      underwriter selected for such underwriting by a majority in interest of the
      Holders (which managing underwriter shall be reasonably acceptable to the
      Company). Notwithstanding any other provision of this section, if the managing
      underwriter advises the Company in writing that marketing factors require a
      limitation of the number of shares to be underwritten, then the Company shall
      so
      advise all Holders of Registrable Securities and the number of shares of
      Registrable Securities that may be included in the registration and underwriting
      shall be allocated among all Holders thereof in proportion, as nearly as
      practicable, to the respective amounts of Registrable Securities held by such
      Holders at the time of filing the registration statement. No Registrable
      Securities excluded from the underwriting by reason of the underwriter’s
      marketing limitation shall be included in such registration. To facilitate
      the
      allocation of shares in accordance with the above provisions, the Company or
      the
      underwriters may round the number of shares allocated to any Holder to the
      nearest 1,000 shares. If any Holder of Registrable Securities disapproves of
      the
      terms of the underwriting, such person may elect to withdraw therefrom by
      written notice to the Company, the managing underwriter, and the Holders. The
      Registrable Securities or other securities so withdrawn shall also be withdrawn
      from registration, and such Registrable Securities shall not be transferred
      in a
      public distribution prior to 90 days after the date of the final prospectus
      used
      in such public offering.

     

    3.    Obligations
      of the Company.
      Whenever required under this Agreement to effect the registration of any
      Registrable Securities, the Company shall proceed diligently and in good faith
      to:

    


    (a)   prepare
      and file with the SEC a registration statement with respect to such Registrable
      Securities and use commercially reasonable best efforts to cause such
      registration statement to become effective and keep such registration statement
      effective until the earliest of the passage of one year, until all Registrable
      Securities included therein have been sold by the selling Holder(s), or until
      the Company has received an opinion from its legal counsel that the sale of
      such
      securities is no longer required to be registered by reason of Rule 144(k)
      adopted under the Securities Act;

    


    
      
        
          
          

        

        
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    (b)   use
      commercially reasonable best efforts to prepare and file with the SEC such
      amendments and supplements to such registration statement and the prospectus
      used in connection with such registration statement as may be necessary to
      comply with the provisions of the Securities Act with respect to the disposition
      of all securities covered by such registration statement for a period of at
      least one year, excluding any period during which securities cannot be sold
      thereunder as described in subsection (f) of this section and section
      5(b);

    


    (c)   furnish
      to the Holders of the Registrable Securities included in such registration
      statement such numbers of copies of a prospectus, including a preliminary
      prospectus, in conformity with the requirements of the Securities Act, and
      such
      other documents as they may reasonably request in order to facilitate the
      disposition of Registrable Securities owned by them;

    


    (d)   use
      commercially reasonable best efforts to register and qualify the securities
      covered by such registration statement under such other or state securities
      laws
      of such jurisdictions as shall be reasonably requested by the Holders;
provided
      that,
      the Company is not required in connection therewith or as a condition thereto
      to
      qualify to do business or to file a general consent to service of process in
      any
      such states or jurisdictions;

    


    (e)   in
      the
      event of any underwritten public offering of Registrable Securities, enter
      into
      and perform its obligations under an underwriting agreement, in usual and
      customary form, with the managing underwriter of such offering; 

    


    (f)   timely
      notify each Holder of Registrable Securities covered by such registration
      statement, at any time when a prospectus relating thereto is required to be
      delivered under the Securities Act, of the happening of any event that limits
      the Holder’s ability to rely on such registration statement, including any event
      that results in the prospectus included in such registration statement, as
      then
      in effect, containing an untrue statement of a material fact or omitting to
      state a material fact required to be stated therein or necessary to make the
      statements therein not misleading in the light of the circumstances then
      existing; any stop order issued by the SEC or any state securities agency;
      or
      the suspension or limitation of any state exemption on which the Company and
      the
      Holders are relying, in which case, the Company shall use commercially
      reasonable best efforts to file an amendment to update the registration
      statement to the extent necessary or to take other remedial action;

    


    (g)   cause
      all
      such Registrable Securities registered pursuant hereunder to be listed on each
      securities exchange on which similar securities issued by the Company are then
      listed;

    


    (h)   provide
      a
      transfer agent and registrar for all Registrable Securities registered pursuant
      hereunder and a CUSIP number for all such Registrable Securities, in each case
      not later than the effective date of such registration; and

    


    (i)    in
      the
      event
      of an underwritten public offering of Registrable Securities, use commercially
      reasonable best efforts to furnish, if required under the terms of the
      underwriting agreement, on the date that such Registrable Securities are to
      be
      delivered to the underwriters for sale in connection with a registration:
      (i) an opinion of the counsel representing the Company for the purposes of
      such registration, dated such date, in form and substance as is customarily
      given to underwriters in an underwritten public offering, addressed to the
      underwriters, if any, and to the Holders requesting registration of Registrable
      Securities, and (ii) a letter from the independent certified public
      accountants of the Company dated such date, in form and substance as is
      customarily given by independent certified public accountants to underwriters
      in
      an underwritten public offering, addressed to the underwriters, if any, and
      to
      the Holders requesting registration of Registrable Securities.

     

    
 

    
      
        
          
          

        

        
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    4.    Cooperation
      by the Holder.

    


    (a)   Each
      Holder shall furnish to the Company in writing such information and affidavits
      as the Company may reasonably require from the Holders in connection with any
      registration, qualification, or compliance with respect to such Registrable
      Securities. It shall be a condition precedent to the obligations of the Company
      to take any action pursuant to this Agreement with respect to the Registrable
      Securities of any selling Holder that such Holder shall furnish to the Company
      such information regarding the Holder, the Registrable Securities and other
      securities in the Company held, and the intended method of disposition of such
      securities as shall be required to effect the registration of such Holder’s
      Registrable Securities.

    


    (b)   Notwithstanding
      subsection (f) of section 3, Holder shall have the obligation to notify the
      Company of its intent to sell Registrable Securities prior to any sales of
      Registrable Securities under the registration statement.
      In the
      event the Company provides notice of the happening of any event of the kind
      described in subsection (f) of section 3, Holder will forthwith discontinue
      disposition of the Registrable Securities until Holder’s receipt of the copies
      of the supplemented or amended prospectus contemplated by subsection (f) of
      section 3 or until it is advised in writing by the Company that the use of
      such
      prospectus may be resumed and has received copies of any additional or
      supplemental filings that are incorporated by reference in such prospectus,
      and
      if so directed by the Company, Holder will, or will request the managing
      underwriter or underwriters, if any, to, deliver to the Company all copies,
      other than permanent file copies then in Holder’s possession, of the prospectus
      covering such Registrable Securities current at the time of receipt of such
      notice.

    


    (c)   At
      the
      end of any periods during which the Company is obligated to keep any
      registration statement current and effective as provided herein, Holder shall
      discontinue sales of securities pursuant to such registration statement upon
      receipt of notice from the Company of its intention to remove from registration
      the securities covered by such registration statement that remain unsold, and
      Holder shall notify the Company of the number of securities registered that
      remain unsold promptly after receipt of such notice from the
      Company.

    


    (d)   Holder
      acknowledges that the registration of the sale of the Registrable Securities
      or
      the availability of an exemption from registration in certain states may impose
      certain limitations and conditions on the manner and nature of such sales.
      The
      Company shall advise Holder in writing of such registration or exemption and
      the
      related limitations and conditions from time to time. Holder shall be solely
      responsible for Holder’s own compliance with such limitations and
      conditions.

    


    5.    Expenses
      of Registration.
      All
      Registration Expenses incurred in connection with any registration pursuant
      to
      section 2 shall be borne by the Company. All Selling Expenses in any such
      registration shall be borne by the Holders of Registrable Securities pro rata
      on
      the basis of the number of shares to be registered. 

    


    6.    Delay
      of Registration.
      No
      Holder shall have any right to obtain or seek an injunction restraining or
      otherwise delaying any such registration as the result of any controversy that
      might arise with respect to the interpretation or implementation of this
      Agreement.

    


    


    
      
        
          
          

        

        
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    7.    Indemnification.
      In the
      event any Registrable Securities are included in a registration
      statement:

    


    (a)   To
      the
      extent permitted by law, the Company will indemnify and hold harmless each
      Holder whose Registrable Securities are included in a registration statement,
      any underwriter (as defined in the Securities Act) for such Holder, and each
      person, if any, who controls such Holder or underwriter within the meaning
      of
      the Securities Act or the Exchange Act, against any losses, claims, damages,
      or
      liabilities to which they may become subject under the Securities Act, insofar
      as such losses, claims, damages, or liabilities arise out of or are based upon
      any of the following statements, omissions or violations (collectively, a
“Violation”):
      (i) any untrue statement or alleged untrue statement of a material fact
      contained in such registration statement, including any preliminary prospectus
      or final prospectus contained therein or any amendments or supplements thereto;
      (ii) the omission or alleged omission to state therein a material fact
      required to be stated therein or necessary to make the statements therein not
      misleading; or (iii) any Violation or alleged Violation by the Company of
      the Securities Act or any rule or regulation promulgated under the Securities
      Act; and the Company will pay to each such Holder, underwriter, or controlling
      person any legal or other expenses reasonably incurred by them in connection
      with investigating or defending any such loss, claim, damage, liability, or
      action; provided,
      however,
      that
      the indemnity agreement shall not apply to amounts paid in settlement of any
      such loss, claim, damage, liability, or action if such settlement is effected
      without the consent of the Company (which consent shall not be unreasonably
      withheld), nor shall the Company be liable in any such case for any such loss,
      claim, damage, liability, or action to the extent that it arises out of or
      is
      based upon a Violation that occurs in reliance upon and in conformity with
      written information furnished expressly for use in connection with such
      registration by any such Holder, underwriter, or controlling person, or failure
      of Holder to comply with its covenants and agreements contained in Section
      4
      respecting sale of Registrable Securities or any statement or omission in any
      prospectus that is converted in any subsequent prospectus that was delivered
      to
      the Holder prior to the pertinent sale or sale by the Holder.

    


    (b)   To
      the
      extent permitted by law, each selling Holder whose Registrable Securities are
      included in a registration statement will indemnify and hold harmless the
      Company, each of its directors, each of its officers who has signed the
      registration statement, each person, if any, who controls the Company within
      the
      meaning of the Securities Act, any underwriter, any other Holder selling
      securities in such registration statement, and any controlling person of any
      such underwriter or other Holder, against any losses, claims, damages, or
      liabilities to which any of the foregoing persons may become subject under
      the
      Securities Act or the Exchange Act, insofar as such losses, claims, damages,
      or
      liabilities (or actions in respect thereto) arise out of or are based upon
      any
      Violation, in each case to the extent (and only to the extent) that such
      Violation occurs in reliance upon and in conformity with written information
      furnished by such Holder expressly for use in connection with such registration;
      and each such Holder will pay any legal or other expenses reasonably incurred
      by
      any person intended to be indemnified in connection with investigating or
      defending any such loss, claim, damage, liability, or action; provided,
      however,
      that
      the indemnity agreement shall not apply to amounts paid in settlement of any
      such loss, claim, damage, liability, or action if such settlement is effected
      without the consent of the Holder, which consent shall not be unreasonably
      withheld. 

    


    


    


    


    


    
      
        
          
          

        

        
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    (c)   Promptly
      after receipt by an indemnified party of notice of the commencement of any
      action (including any governmental action), such indemnified party will, if
      a
      claim in respect thereof is to be made against any indemnifying party under
      this
      subsection, 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 the defense
      thereof with counsel mutually satisfactory to the parties; provided,
      however,
      that an
      indemnified party (together with all other indemnified parties that may be
      represented without conflict by one counsel) shall have the right to retain
      one
      separate counsel, with the fees and expenses to be paid by the indemnifying
      party, if representation of such indemnified party by the counsel retained
      by
      the indemnifying party would be inappropriate due to actual or potential
      differing interests between such indemnified party and any other party
      represented by such counsel in such proceeding. The failure to deliver written
      notice to the indemnifying party within a reasonable time of the commencement
      of
      any such action, if prejudicial to its ability to defend such action, shall
      relieve such indemnifying party of any liability to the indemnified party under
      this subsection, but the omission so to deliver written notice to the
      indemnifying party will not relieve it of any liability that it may have to
      any
      indemnified party otherwise than under this subsection.

    


    (d)   If
      the
      indemnification provided for in this section is held by a court of competent
      jurisdiction to be unavailable to an indemnified party with respect to any
      loss,
      liability, claim, damage, or expense referred to therein, then the indemnifying
      party, in lieu of indemnifying such indemnified party hereunder, shall
      contribute to the amount paid or payable by such indemnified party as a result
      of such loss, liability, claim, damage, or expense in such proportion as is
      appropriate to reflect the relative fault of the indemnifying party on the
      one
      hand and of the indemnified party on the other in connection with the statements
      or omissions that resulted in such loss, liability, claim, damage, or expense
      as
      well as any other relevant equitable considerations. The relative fault of
      the
      indemnifying party and of the indemnified party shall be determined by reference
      to, among other things, whether the untrue or alleged untrue statement of a
      material fact or the omission to state a material fact relates to information
      supplied by the indemnifying party or by the indemnified party and the parties’
relative intent, knowledge, access to information, and opportunity to correct
      or
      prevent such statement or omission. Notwithstanding the foregoing provision,
      the
      contribution obligation of each Holder shall be in proportion to its sale of
      Registrable Securities to which such loss relates and shall not be joint with
      any other Holders.

    


    (e)   Each
      Holder’s obligation to indemnify under this Section 7 shall be limited to the
      aggregate amount of Registrable Securities registered on registration statements
      giving rise to Violations calculated based on the fair market value of such
      Registrable Securities on the date a claim is initiated, unless such Violations
      are willful in nature. 

    


    (f)    Notwithstanding
      the foregoing, to the extent that the provisions on indemnification and
      contribution contained in the underwriting agreement entered into in connection
      with an underwritten public offering are in conflict with the foregoing
      provisions, the provisions in the underwriting agreement shall
      control.

    


    (g)   The
      obligations of the Company and Holders under this section shall survive the
      completion of any offering of Registrable Securities pursuant to a registration
      statement.

    


    8.    Current
      Public Information.
      With a
      view to making available the benefits of certain rules and regulations of the
      SEC that may at any time permit the sale of the restricted securities to the
      public without registration, after such time as the Shares have been held,
      either separately or in the aggregate, to the extent tacking of holding periods
      is permitted under the Securities Act, to satisfy the requirements of paragraph
      (d) of Rule 144 through the date after which the restricted securities can
      be
      resold without restriction and without complying with Rule 144 pursuant to
      the
      provisions of paragraph (k) of Rule 144 or any successor rule, the Company
      agrees to use its best efforts to:

     

     

    
      
        
          
          

        

        
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    (a)   make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144 under the Securities Act, at all times after the effective date that
      the Company becomes subject to the reporting requirements of Section 13 or
      15(d)
      of the Exchange Act; 

    


    (b)   file
      with
      the SEC in a timely manner all reports and other documents required of the
      Company under the Exchange Act (at any time after it has become subject to
      such
      reporting requirements); and

    


    (c)   furnish
      to the Holders forthwith upon request a written statement by the Company as
      to
      its compliance with the reporting requirements of said Rule 144 (at any time
      after 90 days after the effective date of the first registration statement
      filed
      by the Company for an offering of its securities to the general public) and
      of
      the Exchange Act (at any time after it has become subject to such reporting
      requirements), a copy of the most recent annual or quarterly report of the
      Company, and such other reports and documents of the Company as the Holders
      may
      reasonably request in availing themselves of any rule or regulation of the
      SEC
      allowing a Holder to sell any such securities without registration.

    


    9.    Transfer
      of Registration Rights.
      The
      rights and all related obligations under this Agreement shall automatically
      be
      transferred to and binding on any transferee or assignee of the Registrable
      Securities; provided
      that:
      (a) the Company is, within a reasonable time after such transfer, furnished
      with written notice of the name and address of such transferee or assignee
      and
      the securities with respect to which such registration rights are being
      assigned; (b) such transferee or assignee agrees in writing to be bound by
      and subject to the terms and conditions of this Agreement; (c) the transfer
      or assignment is in compliance with the Securities Act and applicable state
      securities law or an exemption from the registration requirements of the
      Securities Act and applicable state securities laws; (d) such transferee or
      assignee shall not be deemed by the Board of Directors of the Company to be
      a
      competitor or potential competitor of the Company; and (e) such assignment
      shall be effective only if immediately following such transfer the further
      disposition of such securities by the transferee or assignee is restricted
      under
      the Securities Act.

    


    10.  
        Market
      Stand Off Agreement.
      In
      order to facilitate the possibility of future public offerings of Common Stock,
      the Holder and any subsequent Holder agree that the shares of Common Stock
      included in the Registrable Securities will not be resold during a period
      commencing 15 days preceding the effective date of a registration statement
      under the Securities Act for a public offering for cash by the Company of its
      Common Stock or securities convertible into or exercisable or exchangeable
      for
      its Common Stock and continuing until the earlier of abandonment of the proposed
      public offering or 90 days following the date of the last closing in the public
      offering period, but not to exceed, in any event, 180 days. Holders of such
      securities shall cooperate with the Company in providing reasonable written
      assurances respecting the foregoing to the underwriter of any such public
      offering. During the above restricted period, Holders shall not directly or
      indirectly sell, offer to sell, contract to sell (including any short sale),
      grant any option to purchase, or otherwise transfer or dispose of (other than
      to
      donees who agree to be similarly bound) shares of Common Stock included in
      the
      Registrable Securities at any time during such period except securities included
      in such registration. In order to enforce the foregoing covenant, the Company
      may impose stop-transfer instructions respecting such shares of Common Stock
      held by each Holder, which shall be binding on any assignee or successor of
      such
      Holder (and the shares or securities of every other person subject to the
      foregoing restriction), until the end of such restricted period. At the request
      of the company, the Holder will confirm in writing the foregoing covenant.
      

    


    11.  
        Miscellaneous.

    


    
      
        
          
          

        

        
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    (a)   Except
      as
      otherwise provided herein, the terms and conditions of this Agreement shall
      inure to the benefit of and be binding upon the respective successors and
      assigns of the parties (including permitted transferees of any shares of
      Registrable Securities). Nothing in this Agreement, express or implied, is
      intended to confer upon any party other than the parties hereto or their
      respective successors and assigns any rights, remedies, obligations, or
      liabilities under or by reason of this Agreement, except as expressly provided
      in this Agreement.

    


    (b)   This
      Agreement shall be governed by and construed under the laws of the state of
      Nevada.

    


    (c)   This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

    


    (d)   The
      titles and subtitles used in this Agreement are used for convenience only and
      are not to be considered in construing or interpreting this
      Agreement.

    


    (e)   This
      Agreement may be executed in one or more counterparts of like tenor, each of
      which shall be deemed an original, and all of which taken together shall be
      considered a single instrument.

    


    (f)   Unless
      otherwise provided, any notice required or permitted under this Agreement shall
      be given in writing and shall be deemed effectively given if delivered
      personally, by facsimile transmission (if receipt is confirmed by the facsimile
      operator of the recipient), by overnight courier service, or by registered
      or
      certified mail (return receipt requested), postage prepaid, to the parties
      at
      the addresses indicated for such party on the signature page hereof. For the
      purposes of any notice required to be given to Holders, the Company can rely
      on
      the address for the registered Holder of the securities in question as reflected
      on its stock transfer records, and such notice shall be deemed adequate notice
      to the original or any subsequent Holder. Any notice hereunder delivered in
      person or by facsimile (if receipt is confirmed by the facsimile operator of
      the
      recipient) shall be deemed given on the date hereof; any notice by registered
      or
      certified mail shall be deemed given three days after the date of mailing;
      and
      any notice by overnight courier shall be deemed given one day after the date
      so
      sent, provided
      that
      notices of a change of address shall be effective only upon receipt
      thereof.

    


    (g)   If
      any
      action at law or in equity is necessary to enforce or interpret the terms of
      this Agreement, the prevailing party shall be entitled to reasonable attorneys’
fees, costs, and necessary disbursements in addition to any other relief to
      which such party may be entitled.

    


    (h)   The
      parties hereby specifically acknowledge that monetary damages for breach of
      this
      Agreement may be difficult to determine and/or inadequate to compensate the
      parties for such breach and hereby agree that, in the event of any breach,
      the
      parties, in addition to any other remedies they may have under the terms of
      this
      Agreement or at law, shall have the right to bring an action in equity for
      an
      injunction against the breach or threatened breach or seeking specific
      performance of the obligations of the other party under the terms of this
      Agreement.

    


    (i)   Any
      term
      of this Agreement may be amended, and the observance of any term of this
      Agreement may be waived (either generally or in a particular instance and either
      retroactively or prospectively), only with the written consent of the Company
      and the Holders of at least two-thirds of the Registrable Securities then
      outstanding. Any amendment or waiver effected in accordance with this subsection
      shall be binding upon each Holder of any Registrable Securities then
      outstanding, each future Holder of all such Registrable Securities, and the
      Company.

    


    


    
      
        
          
          

        

        
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    (j)   If
      one or
      more provisions of this Agreement are held to be unenforceable under applicable
      law, such provision shall be excluded from this Agreement and the balance of
      the
      Agreement shall be interpreted as if such provision were so excluded and shall
      be enforceable in accordance with its terms.

    


    (k) 
        All
      shares of Registrable Securities held or acquired by affiliated entities or
      persons shall be aggregated together for the purpose of determining the
      availability of any rights under this Agreement.

    


    
      	 	
              (l)

            	
              This
                Agreement constitutes the full and entire understanding and agreement
                between the parties with regard to the subject matter
                hereof.

            


    

    


    [Signature
      page follows]

    


    


    


    


    


    


    


    


    


    


    


    


    


     

    


    


    


    


    
      
        
          
          

        

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

    
      	 	 
	 	
              WELUND
                FUND, INC.:

            
	 	 
	 	 
	 	 
	 	 
	 	 _________________________________________
	 	
              Name:
                ____________________________________

            
	 	 
	 	
              Title:
                _____________________________________

            
	 	 
	 	
              HOLDER:

            
	 	 
	 	 
	 	_________________________________________
	 	
              Signature

            
	 	 
	 	_________________________________________
	 	
              Printed
                Name

            
	 	 
	 	_________________________________________
	 	
              Number
                and Street

            
	 	 
	 	_________________________________________
	 	
              City,
                State, and Zip

            


    

    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     11