EFOODSAFETY COM INC
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<TYPE>EX-10
<SEQUENCE>3
<FILENAME>form8k080904ex10-2.htm
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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>REGISTRATION RIGHTS
AGREEMENT </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Registration Rights Agreement (this &#147;<U>Agreement</U>&#148;) is made and entered into
as of July 21, 2004, by and among EFoodSafety.com, Inc., a Nevada corporation (the
&#147;<U>Company</U>&#148;), and the purchasers listed on <U>Schedule I</U> hereto (the
&#147;<U>Purchasers</U>&#148;). </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Agreement is being entered into pursuant to the Note and Warrant Purchase Agreement dated
as of the date hereof among the Company and the Purchasers (the &#147;<U>Purchase
Agreement</U>&#148;). </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company and the Purchasers hereby agree as follows: </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.
Definitions.</I></FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Capitalized
terms used and not otherwise defined herein shall have the meanings given such terms in
the Purchase Agreement. As used in this Agreement, the following terms shall have the
following meanings: </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Advice</U>&#148;
shall have meaning set forth in Section 3(m). </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Affiliate</U>&#148;
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, <U>&#147;control</U>,&#148; 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 of &#147;<U>affiliated</U>,&#148;
&#147;<U>controlling</U>&#148; and &#147;<U>controlled</U>&#148; have meanings correlative
to the foregoing. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Board</U>&#148;
shall have meaning set forth in Section 3(n). </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Business
Day</U>&#148; means any day except Saturday, Sunday and any day which shall be a legal
holiday or a day on which banking institutions in the state of New York generally are
authorized or required by law or other government actions to close. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Closing
Date</U>&#148; means the date of the Initial Closing of the purchase and sale of the Notes
and Warrants pursuant to the Purchase Agreement. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Commission</U>&#148;
means the Securities and Exchange Commission. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Common
Stock</U>&#148; means the Company&#146;s Common Stock, par value $.0001 per share. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Effectiveness
Date</U>&#148; means with respect to the Registration Statement the earlier of the
ninetieth (90<SUP>th</SUP>) day following the Filing Date or the date which is within
three (3) business days of the date the Commission informs the Company that the Commission
(i) will not review the Registration Statement or (ii) that the Company may request the
acceleration of the effectiveness of the Registration Statement and the Company makes such
request. </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Effectiveness
Period</U>&#148; shall have the meaning set forth in Section 2. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Event</U>&#148;
shall have the meaning set forth in Section 7(d). </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Event
Date</U>&#148; shall have the meaning set forth in Section 7(d). </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Exchange
Act</U>&#148; means the Securities Exchange Act of 1934, as amended. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Filing
Date</U>&#148; means the thirtieth (30<SUP>th</SUP>) day following the Closing Date. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Holder</U>&#148;
or &#147;<U>Holders</U>&#148; means the holder or holders, as the case may be, from time
to time of Registrable Securities. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Indemnified
Party</U>&#148; shall have the meaning set forth in Section 5(c). </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Indemnifying
Party</U>&#148; shall have the meaning set forth in Section 5(c). </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Losses</U>&#148;
shall have the meaning set forth in Section<B> </B>5(a). </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Person</U>&#148; means
an individual or a corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company, government (or
an agency or political subdivision thereof) or other entity of any kind. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Proceeding</U>&#148;
means an action, claim, suit, investigation or proceeding (including, without limitation,
an investigation or partial proceeding, such as a deposition), whether commenced or
threatened. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Prospectus</U>&#148;
means the prospectus included in the Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act), as amended or supplemented by any prospectus
supplement, with respect to the terms of the offering of any portion of the Registrable
Securities covered by the Registration Statement, and all other amendments and supplements
to the Prospectus, including post-effective amendments, and all material incorporated by
reference in such Prospectus. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Registrable
Securities</U>&#148; means (i) the shares of Common Stock issuable upon conversion of the
Notes and (ii) the shares of Common Stock issuable upon exercise of the Warrants. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Registration
Statement</U>&#148; means the registration statements and any additional registration
statements contemplated by Section 2, including (in each case) the Prospectus, amendments
and supplements to such registration statement or Prospectus, including pre- and
post-effective amendments, all exhibits thereto, and all material incorporated by
reference in such registration statement. </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2 </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Rule
144</U>&#148; means Rule 144 promulgated by the Commission pursuant to the Securities Act,
as such Rule may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such Rule. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Rule
158</U>&#148; means Rule 158 promulgated by the Commission pursuant to the Securities Act,
as such Rule may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such Rule. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Rule
415</U>&#148; means Rule 415 promulgated by the Commission pursuant to the Securities Act,
as such Rule may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such Rule. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Securities
Act</U>&#148; means the Securities Act of 1933, as amended. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Special
Counsel</U>&#148; means one special counsel to the Holders, for which the Holders will be
reimbursed by the Company pursuant to Section 4. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.
Resale Registration.</I></FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
or prior to the Filing Date the Company shall prepare and file with the Commission a
&#147;resale&#148; Registration Statement covering all Registrable Securities for an
offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement
shall be on Form SB-2 (except if the Company is not then eligible to register for resale
the Registrable Securities on Form SB-2, in which case such registration shall be on
another appropriate form in accordance herewith). The Company shall (i) not permit any
securities other than the Registrable Securities and the securities listed on <U>Schedule
II</U> hereto to be included in the Registration Statement and (ii) use its reasonable
best efforts to cause the Registration Statement to be declared effective under the
Securities Act as promptly as possible after the filing thereof, but in any event prior to
the Effectiveness Date, and to keep such Registration Statement continuously effective
under the Securities Act until such date as is the earlier of (x) the date when all
Registrable Securities covered by such Registration Statement have been sold or (y) the
date on which the Registrable Securities may be sold without any restriction pursuant to
Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter,
addressed to the Company&#146;s transfer agent to such effect (the &#147;<U>Effectiveness
Period</U>&#148;). </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.
Registration Procedures.</I></FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
connection with the Company&#146;s registration obligations hereunder, the Company shall: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Prepare and file with the Commission on or prior to the Filing Date, a
          Registration Statement on Form SB-2 (or if the Company is not then eligible to
          register for resale the Registrable Securities on Form SB-2 such registration
          shall be on another appropriate form in accordance herewith) in accordance with
          the method or methods of distribution thereof as specified by the Holders
          (except if otherwise directed by the Holders), and use its reasonable best </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>efforts to cause the Registration
Statement to become effective and remain effective as provided herein; provided, however,
that not less than five (5) Business Days prior to the filing of the Registration
Statement or any related Prospectus or any amendment or supplement thereto (including any
document that would be incorporated therein by reference), the Company shall (i) furnish
to the Special Counsel, copies of all such documents proposed to be filed, which documents
(other than those incorporated by reference) will be subject to the review of such Special
Counsel, and (ii) cause its officers and directors, counsel and independent certified
public accountants to respond to such inquiries as shall be necessary, in the reasonable
opinion of Special Counsel, to conduct a review of the Registration Statement or any
related Prospectus or any amendment or supplement thereto. Unless otherwise advised by
outside counsel to the Company, the Company shall not file the Registration Statement or
any such Prospectus or any amendments or supplements thereto to which the Special Counsel
shall reasonably object in writing within three (3) Business Days of their receipt
thereof; provided that the Filing Date and the Effectiveness Date shall be extended for
each day the Special Counsel maintains such objection. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          (i) Prepare and file with the Commission such amendments, including
          post-effective amendments, to the Registration Statement as may be necessary to
          keep the Registration Statement continuously effective as to the applicable
          Registrable Securities for the Effectiveness Period and prepare and file with
          the Commission such additional Registration Statements in order to register for
          resale under the Securities Act all of the Registrable Securities; (ii) cause
          the related Prospectus to be amended or supplemented by any required Prospectus
          supplement, and as so supplemented or amended to be filed pursuant to Rule 424
          (or any similar provisions then in force) promulgated under the Securities Act;
          (iii) respond as promptly as possible, but in no event later than ten (10)
          Business Days, to any comments received from the Commission with respect to the
          Registration Statement or any amendment thereto and as promptly as possible
          provide the Holders true and complete copies of all correspondence from and to
          the Commission relating to the Registration Statement; and (iv) comply in all
          material respects with the provisions of the Securities Act and the Exchange Act
          with respect to the disposition of all Registrable Securities covered by the
          Registration Statement during the applicable period in accordance with the
          intended methods of disposition by the Holders thereof set forth in the
          Registration Statement as so amended or in such Prospectus as so supplemented. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Notify the Holders of Registrable Securities to be sold and any Special Counsel
          as promptly as possible (and, in the case of (i)(A) below, not less than five
          (5) days prior to such filing) and (if requested by any such Person) confirm
          such notice in writing no later than one (1) Business Day following the day
          (i)(A) when a Prospectus or any Prospectus supplement or post-effective
          amendment to the Registration Statement is filed; (B) when the Commission
          notifies the Company whether there will be a &#147;review&#148; of such
          Registration Statement and whenever the Commission comments in writing on such
          Registration Statement and (C) with respect to the Registration Statement or any
          post-effective amendment, when the same has become effective; (ii) of any
          request by the Commission or any other Federal or state governmental authority
          for amendments or supplements to the Registration Statement or Prospectus or for
          additional information; (iii) of the issuance by the Commission of any stop </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4 </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>order suspending the effectiveness of
the Registration Statement covering any or all of the Registrable Securities or the
initiation of any Proceedings for that purpose; (iv) if at any time the Company is aware
that any of the representations and warranties of the Company contained in any agreement
contemplated hereby ceases to be true and correct in all material respects; (v) of the
receipt by the Company of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Registrable Securities for
sale in any jurisdiction, or the initiation or threatening of any Proceeding for such
purpose; and (vi) of the occurrence of any event that makes any statement made in the
Registration Statement or Prospectus or any document incorporated or deemed to be
incorporated therein by reference untrue in any material respect or that requires any
revisions to the Registration Statement, Prospectus or other documents so that, in the
case of the Registration Statement or the Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Use its reasonable best efforts to avoid the issuance of, or, if issued, obtain
          the withdrawal of, (i) any order suspending the effectiveness of the
          Registration Statement or (ii) any suspension of the qualification (or exemption
          from qualification) of any of the Registrable<B> </B>Securities for sale in any
          jurisdiction, at the earliest practicable moment. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          If requested by the Holders of a majority in interest of the Registrable
          Securities, (i) promptly incorporate in a Prospectus supplement or
          post-effective amendment to the Registration Statement such information as the
          Company reasonably agrees should be included therein and (ii) make all required
          filings of such Prospectus supplement or such post-effective amendment as soon
          as practicable after the Company has received notification of the matters to be
          incorporated in such Prospectus supplement or post-effective amendment. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Furnish to the Special Counsel, without charge, at least one conformed copy of
          each Registration Statement and each amendment thereto, including financial
          statements and schedules, all documents incorporated or deemed to be
          incorporated therein by reference, and all exhibits to the extent requested by
          such Person (including those previously furnished or incorporated by reference)
          promptly after the filing of such documents with the Commission. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Promptly deliver to each Holder and any Special Counsel, without charge, as many
          copies of the Prospectus or Prospectuses (including each form of prospectus) and
          each amendment or supplement thereto as such Persons may reasonably request; and
          the Company hereby consents to the use of such Prospectus and each amendment or
          supplement thereto by each of the selling Holders in connection with the
          offering and sale of the Registrable Securities covered by such Prospectus and
          any amendment or supplement thereto. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Prior to any public offering of Registrable Securities, use its reasonable best
          efforts to register or qualify or cooperate with the selling Holders and any
          Special Counsel in connection with the registration or qualification (or
          exemption from such registration or qualification) of such Registrable
          Securities for offer and sale under the securities or Blue Sky laws of such
          jurisdictions within the United States as any Holder requests in writing, to
          keep </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5 </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>each such registration or
qualification (or exemption therefrom) effective during the Effectiveness Period and to do
any and all other acts or things necessary or advisable to enable the disposition in such
jurisdictions of the Registrable Securities covered by a Registration Statement; provided,
however, that the Company shall not be required to qualify generally to do business in any
jurisdiction where it is not then so qualified or to take any action that would subject it
to general service of process in any such jurisdiction where it is not then so subject or
subject the Company to any material tax in any such jurisdiction where it is not then so
subject. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Cooperate with the Holders to facilitate the timely preparation and delivery of
          certificates representing Registrable Securities to be sold pursuant to a
          Registration Statement, which certificates shall be free of all restrictive
          legends so long as the Holder has complied with all applicable securities laws
          in connection with such sale, including the prospectus delivery requirements,
          and to enable such Registrable Securities to be in such denominations and
          registered in such names as any Holder may request in writing at least two (2)
          Business Days prior to any sale of Registrable Securities. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Upon the occurrence of any event contemplated by Section 3(c)(vi), as promptly
          as possible, prepare a supplement or amendment, including a post-effective
          amendment, to the Registration Statement or a supplement to the related
          Prospectus or any document incorporated or deemed to be incorporated therein by
          reference, and file any other required document so that, as thereafter
          delivered, neither the Registration Statement nor such Prospectus will contain
          an untrue statement of a material fact or omit to state a material fact required
          to be stated therein or necessary to make the statements therein, in the light
          of the circumstances under which they were made, not misleading. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(k)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Use its reasonable best efforts to cause all Registrable Securities relating to
          the Registration Statement to be listed on the OTC Bulletin Board or any other
          securities exchange, quotation system or market, if any, on which similar
          securities issued by the Company are then listed as and when required pursuant
          to the Purchase Agreement. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Workstation" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(l)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Comply in all material respects with all applicable rules and regulations of the
          Commission and make generally available to its security holders earning
          statements satisfying the provisions of Section 11(a) of the Securities Act and
          Rule 158 not later than 45 days after the end of any 12-month period (or 90 days
          after the end of any 12-month period if such period is a fiscal year) commencing
          on the first day of the first fiscal quarter of the Company after the effective
          date of the Registration Statement, which statement shall conform to the
          requirements of Rule 158. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(m)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The Company may require each selling Holder to furnish to the Company
          information regarding such Holder and the distribution of such Registrable
          Securities as is required by law to be disclosed in the Registration Statement,
          and the Company may exclude from such registration the Registrable Securities of
          any such Holder who unreasonably fails to furnish such information within a
          reasonable time after receiving such request. </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6 </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
the Registration Statement refers to any Holder by name or otherwise as the holder of any
securities of the Company, then such Holder shall have the right to require (if such
reference to such Holder by name or otherwise is not required by the Securities Act or any
similar federal statute then in force) the deletion of the reference to such Holder in any
amendment or supplement to the Registration Statement filed or prepared subsequent to the
time that such reference ceases to be required. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
Holder covenants and agrees that (i) it will not sell any Registrable Securities under the
Registration Statement until it has received copies of the Prospectus as then amended or
supplemented as contemplated in Section 3(g) and notice from the Company that such
Registration Statement and any post-effective amendments thereto have become effective as
contemplated by Section 3(c) and (ii) it and its officers, directors or Affiliates, if
any, will comply with the prospectus delivery requirements of the Securities Act as
applicable to them in connection with sales of Registrable Securities pursuant to the
Registration Statement. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a
notice from the Company of the occurrence of any event of the kind described in Section
3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v) or 3(c)(vi), such Holder will forthwith discontinue
disposition of such Registrable Securities under the Registration Statement until such
Holder&#146;s receipt of the copies of the supplemented Prospectus and/or amended
Registration Statement contemplated by Section 3(j), or until it is advised in writing
(the &#147;<U>Advice</U>&#148;) by the Company that the use of the applicable Prospectus
may be resumed, and, in either case, has received copies of any additional or supplemental
filings that are incorporated or deemed to be incorporated by reference in such Prospectus
or Registration Statement. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(n)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          If (i) there is material non-public information regarding the Company which the
          Company&#146;s Board of Directors (the &#147;<U>Board</U>&#148;) reasonably
          determines not to be in the Company&#146;s best interest to disclose and which
          the Company is not otherwise required to disclose, or (ii) there is a
          significant business opportunity (including, but not limited to, the acquisition
          or disposition of assets (other than in the ordinary course of business) or any
          merger, consolidation, tender offer or other similar transaction) available to
          the Company which the Board reasonably determines not to be in the
          Company&#146;s best interest to disclose, then the Company may (x) postpone or
          suspend filing of a registration statement for a period not to exceed 30
          consecutive days or (y) postpone or suspend effectiveness of a registration
          statement for a period not to exceed 20 consecutive days; provided that the
          Company may not postpone or suspend effectiveness of a registration statement
          under this Section 3(n) for more than 45 days in the aggregate during any 12
          month period; <U>provided</U>, <U>however</U>, that no such postponement or
          suspension shall be permitted for consecutive 20 day periods arising out of the
          same set of facts, circumstances or transactions. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Workstation" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Registration Expenses</U>. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
fees and expenses incident to the performance of or compliance with this Agreement by the
Company, except as and to the extent specified in this Section 4, shall be borne by the
Company whether or not the Registration Statement is filed or becomes effective </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7 </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>and whether or not any Registrable
Securities are sold pursuant to the Registration Statement. The fees and expenses referred
to in the foregoing sentence shall include, without limitation, (i) all registration and
filing fees (including, without limitation, fees and expenses (A) with respect to filings
required to be made with the OTC Bulletin Board and each other securities exchange or
market on which Registrable Securities are required hereunder to be listed, (B) with
respect to filing fees required to be paid to the National Association of Securities
Dealers, Inc. and the NASD Regulation, Inc. and (C) in compliance with state securities or
Blue Sky laws), (ii) printing expenses (including, without limitation, expenses of
printing certificates for Registrable Securities and of printing prospectuses if the
printing of prospectuses is requested by the holders of a majority of the Registrable
Securities included in the Registration Statement), (iii) messenger, telephone and
delivery expenses, (iv) fees and disbursements of counsel for the Company and Special
Counsel for the Holders, in the case of the Special Counsel, to a maximum amount of
$5,000, (v) Securities Act liability insurance, if the Company so desires such insurance,
and (vi) fees and expenses of all other Persons retained by the Company in connection with
the consummation of the transactions contemplated by this Agreement, including, without
limitation, the Company&#146;s independent public accountants (including the expenses of
any comfort letters or costs associated with the delivery by independent public
accountants of a comfort letter or comfort letters). In addition, the Company shall be
responsible for all of its internal expenses incurred in connection with the consummation
of the transactions contemplated by this Agreement (including, without limitation, all
salaries and expenses of its officers and employees performing legal or accounting
duties), the expense of any annual audit, the fees and expenses incurred in connection
with the listing of the Registrable Securities on any securities exchange as required
hereunder. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Indemnification</U>. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Workstation" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Indemnification by the Company</U>. The Company shall, notwithstanding any
          termination of this Agreement, indemnify and hold harmless each Holder, the
          officers, directors, agents, brokers (including brokers who offer and sell
          Registrable Securities as principal as a result of a pledge or any failure to
          perform under a margin call of Common Stock), investment advisors and employees
          of each of them, each Person who controls any such Holder (within the meaning of
          Section 15 of the Securities Act or Section 20 of the Exchange Act) and the
          officers, directors, agents and employees of each such controlling Person, to
          the fullest extent permitted by applicable law, from and against any and all
          losses, claims, damages, liabilities, costs (including, without limitation,
          costs of preparation and attorneys&#146; fees) and expenses (collectively,
          &#147;<U>Losses</U>&#148;), as incurred, arising out of or relating to any
          untrue or alleged untrue statement of a material fact contained in the
          Registration Statement, any Prospectus or any form of prospectus or in any
          amendment or supplement thereto or in any preliminary prospectus, or arising out
          of or relating to any omission or alleged omission of a material fact required
          to be stated therein or necessary to make the statements therein (in the case of
          any Prospectus or form of prospectus or supplement thereto, in the light of the
          circumstances under which they were made) not misleading, except to the extent,
          but only to the extent, that (i) such untrue statements or omissions are based
          solely upon information regarding such Holder or such other Indemnified Party
          furnished in writing to the Company by such Holder expressly for use therein and
          (ii) that the foregoing indemnity agreement is subject to the condition that,
          insofar as it relates to any </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8 </FONT></P>


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</P>


<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>untrue statement, allegedly untrue
statement, omission or alleged omission made in any preliminary prospectus but eliminated
or remedied in the final prospectus (filed pursuant to Rule 424 of the Securities Act),
such indemnity agreement shall not inure to the benefit of any Holder, underwriter, broker
or other Person acting on behalf of holders of the Registrable Securities, from whom the
Person asserting any loss, claim, damage, liability or expense purchased the Registrable
Securities which are the subject thereof, if a copy of such final prospectus had been made
available to such Person and such Holder, underwriter, broker or other Person acting on
behalf of holders of the Registrable Securities and such final prospectus was not
delivered to such Person with or prior to the written confirmation of the sale of such
Registrable Securities to such Person. The Company shall notify the Holders and the
Special Counsel promptly of the institution, threat or assertion of any Proceeding of
which the Company is aware in connection with the transactions contemplated by this
Agreement. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Indemnification by Holders</U>. Each Holder shall, severally and not jointly,
          indemnify and hold harmless the Company, its directors, officers, agents and
          employees, each Person who controls the Company (within the meaning of Section
          15 of the Securities Act and Section 20 of the Exchange Act), and the directors,
          officers, agents and employees of such controlling Persons, to the fullest
          extent permitted by applicable law, from and against all Losses, as incurred,
          arising solely out of or based solely upon any untrue statement of a material
          fact contained in the Registration Statement, any Prospectus, or any form of
          prospectus, or arising solely out of or based solely upon any omission of a
          material fact required to be stated therein or necessary to make the statements
          therein (in the case of any Prospectus or form of prospectus or supplement
          thereto, in the light of the circumstances under which they were made) not
          misleading, to the extent, but only to the extent, that such untrue statement or
          omission is contained in any information so furnished in writing by such Holder
          or other Indemnifying Party to the Company specifically for inclusion in the
          Registration Statement or such Prospectus. Notwithstanding anything to the
          contrary contained herein, each Holder shall be liable under this Section 5(b)
          for only that amount as does not exceed the net proceeds to such Holder as a
          result of the sale of Registrable Securities pursuant to such Registration
          Statement. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Conduct of Indemnification Proceedings</U>. If any Proceeding shall be
          brought or asserted against any Person entitled to indemnity hereunder (an
          &#147;<U>Indemnified Party</U>&#148;), such Indemnified Party promptly shall
          notify the Person from whom indemnity is sought (the &#147;<U>Indemnifying
          Party</U>) in writing, and the Indemnifying Party shall assume the defense
          thereof, including the employment of counsel reasonably satisfactory to the
          Indemnified Party and the payment of all fees and expenses incurred in
          connection with defense thereof; provided, that the failure of any Indemnified
          Party to give such notice shall not relieve the Indemnifying Party of its
          obligations or liabilities pursuant to this Agreement, except (and only) to the
          extent that it shall be finally determined by a court of competent jurisdiction
          (which determination is not subject to appeal or further review) that such
          failure shall have proximately and materially adversely prejudiced the
          Indemnifying Party. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;An
Indemnified Party shall have the right to employ separate counsel in any such Proceeding
and to participate in the defense thereof, but the fees and expenses of such counsel shall
be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9 </FONT></P>


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<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>has agreed in writing to pay such
fees and expenses; or (2) the Indemnifying Party shall have failed promptly to assume the
defense of such Proceeding and to employ counsel reasonably satisfactory to such
Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding
(including any impleaded parties) include both such Indemnified Party and the Indemnifying
Party, and such Indemnified Party shall have been advised by counsel (which shall be
reasonably acceptable to the Indemnifying Party) that a conflict of interest is likely to
exist if the same counsel were to represent such Indemnified Party and the Indemnifying
Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing
that it elects to employ separate counsel at the expense of the Indemnifying Party, the
Indemnifying Party shall not have the right to assume the defense thereof and such counsel
shall be at the expense of the Indemnifying Party, provided that such counsel is selected
by the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement
of any such Proceeding effected without its written consent, which consent shall not be
unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written
consent of the Indemnified Party, effect any settlement of any pending Proceeding in
respect of which any Indemnified Party is a party, unless such settlement includes an
unconditional release of such Indemnified Party from all liability on claims that are the
subject matter of such Proceeding. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
fees and expenses of the Indemnified Party (including reasonable fees and expenses to the
extent incurred in connection with investigating or preparing to defend such Proceeding in
a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as
incurred, within ten (10) Business Days of written notice thereof to the Indemnifying
Party (provided that the Indemnified Party shall reimburse the Indemnifying Party for all
such fees and expenses to the extent it is finally judicially determined that such
Indemnified Party is not entitled to indemnification hereunder). </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Contribution</U>. If a claim for indemnification under Section 5(a) or 5(b)
          is unavailable to an Indemnified Party because of a failure or refusal of a
          governmental authority to enforce such indemnification in accordance with its
          terms (by reason of public policy or otherwise), then each 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, in such
          proportion as is appropriate to reflect the relative benefits received by the
          Indemnifying Party on the one hand and the Indemnified Party on the other from
          the offering of the Notes and Warrants. If, but only if, the allocation provided
          by the foregoing sentence is not permitted by applicable law, the allocation of
          contribution shall be made in such proportion as is appropriate to reflect not
          only the relative benefits referred to in the foregoing sentence but also the
          relative fault, as applicable, of the Indemnifying Party and Indemnified Party
          in connection with the actions, statements or omissions that resulted in such
          Losses as well as any other relevant equitable considerations. The relative
          fault of such Indemnifying Party and Indemnified Party 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 of a material fact, has been taken or made by, or relates to
          information supplied by, such Indemnifying Party or Indemnified Party, and
          the<B> </B>parties&#146; relative intent, knowledge, access to information and
          opportunity to correct or prevent such action, statement or omission. The amount
          paid or payable by a party as a result of any Losses shall be deemed to include,
          subject to </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10 </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>the limitations set forth in Section
5(c), any reasonable attorneys&#146; or other reasonable fees or expenses incurred by such
party in connection with any Proceeding to the extent such party would have been
indemnified for such fees or expenses if the indemnification provided for in this Section
was available to such party in accordance with its terms. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
parties hereto agree that it would not be just and equitable if contribution pursuant to
this Section 5(d) were determined by pro rata allocation or by any other method of
allocation that does not take into account 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. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
indemnity and contribution agreements contained in this Section are in addition to any
liability that the Indemnifying Parties may have to the Indemnified Parties.
Notwithstanding anything to the contrary contained herein, the Holders shall be liable
under this Section 5(d) for only that amount as does not exceed the net proceeds to such
Holder as a result of the sale of Registrable Securities pursuant to such Registration
Statement. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Rule 144</U>. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
long as any Holder owns any Conversion Shares or Warrant Shares, the Company covenants to
timely file (or obtain extensions in respect thereof and file within the applicable grace
period) all reports required to be filed by the Company after the date hereof pursuant to
Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns any Conversion
Shares, if the Company is not required to file reports pursuant to Section 13(a) or 15(d)
of the Exchange Act, it will prepare and make publicly available in accordance with Rule
144(c) promulgated under the Securities Act annual and quarterly financial statements,
together with a discussion and analysis of such financial statements in form and substance
substantially similar to those that would otherwise be required to be included in reports
required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information
required thereby, in the time period that such filings would have been required to have
been made under the Exchange Act. The Company further covenants that it will take such
further action as any Holder may reasonably request in writing, all to the extent required
from time to time to enable such Person to sell the Conversion Shares without registration
under the Securities Act within the limitation of the exemptions provided by Rule 144
promulgated under the Securities Act, including providing any legal opinions relating to
such sale pursuant to Rule 144. </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11 </FONT></P>


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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Miscellaneous</U>. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Workstation" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Remedies</U>. In the event of a breach by the Company or by a Holder, of any
          of their obligations under this Agreement, each Holder or the Company, as the
          case may be, in addition to being entitled to exercise all rights granted by law
          and under this Agreement, including recovery of damages, will be entitled to
          specific performance of its rights under this<B> </B>Agreement. The Company and
          each Holder agree that monetary damages would not provide<B> </B>adequate
          compensation for any losses incurred by reason of a breach by it of any of the
          provisions of this Agreement and hereby further agrees that, in the event of any
          action for specific performance in respect of such breach, it shall waive the
          defense that a remedy at law would be adequate. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Workstation" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>No Inconsistent Agreements</U>. Neither the Company nor any of its
          subsidiaries has, as of the date hereof entered into and currently in effect,
          nor shall the Company or any of its subsidiaries, on or after the date of this
          Agreement, enter into any agreement with respect to its securities that is
          inconsistent with the rights granted to the Holders in this Agreement or
          otherwise conflicts with the provisions hereof. Except as disclosed in
          <U>Schedule 2.1(c)</U> of the Purchase Agreement, neither the Company nor any of
          its subsidiaries has previously entered into any agreement currently in effect
          granting any registration rights with respect to any of its securities to any
          Person. Without limiting the generality of the foregoing, without the written
          consent of the Holders of a majority of the then outstanding Registrable
          Securities, the Company shall not grant to any Person the right to request the
          Company to register any securities of the Company, under the Securities Act
          (except under a registration statement under Form S-8 or under Form S-4 or their
          equivalents) unless the rights so granted are subject in all respects to the
          prior rights in full of the Holders set forth herein, and are not otherwise in
          conflict with the provisions of this Agreement. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>No Piggyback on Registrations</U>. Neither the Company nor any of its
          security holders (other than the Holders in such capacity pursuant hereto or as
          disclosed on <U>Schedule 2.1(c)</U> of the Purchase Agreement) may include
          securities of the Company in the Registration Statement, and the Company shall
          not after the date hereof enter into any agreement providing such right to any
          of its securityholders, unless the right so granted is subject in all respects
          to the prior rights in full of the Holders set forth herein, and is not
          otherwise in conflict with the provisions of this Agreement. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Failure to File Registration Statement and Other Events</U>. The Company and
          the Purchasers agree that the Holders will suffer damages if the Registration
          Statement is not filed on or prior to the Filing Date and not declared effective
          by the Commission on or prior to the Effectiveness Date and maintained in the
          manner contemplated herein during the Effectiveness Time or if certain other
          events occur. The Company and the Holders further agree that it would not be
          feasible to ascertain the extent of such damages with precision. Accordingly, if
          (A) the Registration Statement is not filed on or prior to the Filing Date, or
          (B) the Registration Statement is not declared effective by the Commission on or
          prior to the Effectiveness Date, or (C) the Company fails to file with the
          Commission a request for acceleration in accordance with Rule 461 promulgated
          under the Securities Act within three Business Days of the date that the </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>12 </FONT></P>


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</P>



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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Company is notified (orally or in
writing, whichever is earlier) by the Commission that a Registration Statement will not be
&#147;reviewed,&#148; or not subject to further review, or (D) the Registration Statement
is filed with and declared effective by the Commission but thereafter ceases to be
effective as to all Registrable Securities at any time prior to the expiration of the
Effectiveness Period, without being succeeded promptly by a subsequent Registration
Statement filed with and declared effective by the Commission, or (E) the Company has
breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the
Common Stock is delisted from the OTC Bulletin Board (and not listed on another national
stock exchange) for any reason for more than three Business Days in the aggregate after
the Effectiveness Date and prior to the expiration of the Effectiveness Period (any such
failure or breach being referred to as an &#147;Event,&#148; and for purposes of clauses
(A) and (B) the date on which such Event occurs, or for purposes of clause (C) the date on
which such three Business Day period is exceeded, or for purposes of clause (D) after more
than fifteen Business Days, or for purposes of clause (F) the date on which such three
Business Day period is exceeded, being referred to as &#147;Event Date&#148;), the Company
shall pay an amount in cash as liquidated damages to each Holder equal to two percent (2%)
for each thirty day period (prorated for periods less than thirty days) of the principal
amount of the Notes held by such Holder from the Event Date until the applicable Event is
cured. Notwithstanding anything to the contrary in this Section 7(d), if (I) any of the
Events described in clauses (A), (B) or (C) shall have occurred, (II) on or prior to the
applicable Event Date, the Company shall have exercised its rights under Section 3(n)
hereof and (III) the postponement or suspension permitted pursuant to such Section 3(n)
shall remain effective as of such applicable Event Date, then the applicable Event Date
shall be deemed instead to occur on the second Business Day following the termination of
such postponement or suspension. Anything herein to the contrary notwithstanding, in no
event shall the Company be liable for any liquidated damages after the expiration of the
Effectiveness Period. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Amendments and Waivers</U>. The provisions of this Agreement, including the
          provisions of this sentence, may not be amended, modified or supplemented, and
          waivers or consents to departures from the provisions hereof may not be given,
          unless the same shall be in writing and signed by the Company and the Holders of
          a majority of the Registrable Securities outstanding. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Workstation" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Notices</U>. Any and all notices or other communications or deliveries
          required or permitted to be provided hereunder shall be in writing and shall be
          deemed given and effective on the earlier of (i) the date of transmission, if
          such notice or communication is delivered via facsimile at the facsimile
          telephone number specified for notice prior to 5:00 p.m., New York City time, on
          a Business Day, (ii) the Business Day after the date of transmission, if such
          notice or communication is delivered via facsimile at the facsimile telephone
          number specified for notice later than 5:00 p.m., New York City time, on any
          date and earlier than 11:59 p.m., New York City time, on such date, (iii) the
          Business Day following the date of mailing, if sent by nationally recognized
          overnight courier service or (iv) actual receipt by the party to whom such
          notice is required to be given. The addresses for such communications shall be
          with respect to each Holder at its address set forth under its name on
          <U>Schedule I</U> attached hereto, or with respect to the Company, addressed to: </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>13 </FONT></P>


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</P>





















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     <TH><FONT SIZE="1"></FONT></TH>
     <TH><FONT SIZE="1"></FONT></TH>
     <TH><FONT SIZE="1"></FONT></TH></TR>
<TR VALIGN="TOP">
     <TD WIDTH="20%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<BR>
<BR>
with copies (which copies<BR>
shall not constitute notice<BR>
to the Company) to:
</FONT></TD>
     <TD WIDTH="5%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TD>
     <TD WIDTH="75%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">EFoodSafety.com, Inc.<BR>
1361 Kwana Court<BR>
Prescott, Arizona 86301<BR>
Attention: President<BR>
Tel. No.: (928) 717-1088<BR>
Fax No.: (928) 717-0957<BR>
<BR>
<BR>
<BR>
Richardson &amp; Patel LLP<BR>
10900 Wilshire Blvd., Suite 500<BR>
Los Angeles, California 90024<BR>
Attention: Erick E. Richardson<BR>
Tel. No.: (310) 208-1182<BR>
Fax No.: (310) 208-1154
</FONT></TD></TR>
</TABLE>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>or to such other address or addresses
or facsimile number or numbers as any such party may most recently have designated in
writing to the other parties hereto by such notice. Copies of notices to any Holder shall
be sent to Jenkens &amp; Gilchrist Parker Chapin LLP, 405 Lexington Avenue, New York, New
York 10174, Attention: Christopher S. Auguste, Tel. No.: (212) 704-6000, Fax No.: (212)
704-6288. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Workstation" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Successors and Assigns</U>. This Agreement shall be binding upon and inure to
          the benefit of the parties and their successors and permitted assigns and shall
          inure to the benefit of each Holder and its successors and assigns. The Company
          may not assign this Agreement or any of its rights or obligations hereunder
          without the prior written consent of each Holder. Each Purchaser may assign its
          rights hereunder in the manner and to the Persons as permitted under the
          Purchase Agreement. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Assignment of Registration Rights</U>. The rights of each Holder hereunder,
          including the right to have the Company register for resale Registrable
          Securities in accordance with the terms of this Agreement, shall be
          automatically assignable by each Holder to any Affiliate of such Holder or any
          other Holder or Affiliate of any other<B> </B>Holder of all or a portion<B>
          </B>of the Notes or the Registrable Securities if: (i) the Holder agrees in
          writing with the transferee or assignee to assign such rights, and a copy of
          such agreement is furnished to the Company within a reasonable time after such
          assignment, (ii) the Company is, within a reasonable time after such transfer or
          assignment, furnished with written notice of (a) the name and address of such
          transferee or assignee, and (b) the securities with respect to which such
          registration rights are being transferred or assigned, (iii) following such
          transfer or assignment the further disposition of such securities by the
          transferee or assignees is restricted under the Securities Act and applicable
          state securities laws, (iv) at or before the time the Company receives the
          written notice contemplated by clause (ii) of this Section, the transferee or
          assignee agrees in writing with the Company to be bound by all of the provisions
          of this Agreement, and (v) such transfer shall have been made in compliance with
          all applicable securities laws and in accordance with the applicable
          requirements of the Purchase Agreement. In addition, each Holder shall have the </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>14 </FONT></P>


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</P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>right to assign its rights hereunder
to any other Person with the prior written consent of the Company, which consent shall not
be unreasonably withheld. The rights to assignment shall apply to the Holders (and to
subsequent) successors and assigns. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Workstation" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Counterparts</U>. This Agreement may be executed in any number of
          counterparts, each of which when so executed shall be deemed to be an original
          and, all of which taken together shall constitute one and the same Agreement. In
          the event that any signature is delivered by facsimile transmission, such
          signature shall create a valid binding obligation of the party executing (or on
          whose behalf such signature is executed) the same with the same force and effect
          as if such facsimile signature were the original thereof. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Governing Law</U>. This Agreement shall be governed by and construed in
          accordance with the internal laws of the State of New York, without giving
          effect to any of the conflicts of law principles which would result in the
          application of the substantive law of another jurisdiction. This Agreement shall
          not be interpreted or construed with any presumption against the party causing
          this Agreement to be drafted. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Workstation" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(k)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Cumulative Remedies</U>. The remedies provided herein are cumulative and not
          exclusive of any remedies provided by law. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Workstation" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(l)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Severability</U>. If any term, provision, covenant or restriction of this
          Agreement is held to be invalid, illegal, void or unenforceable in any respect,
          the remainder of the terms, provisions, covenants and restrictions set forth
          herein shall remain in full force and effect and shall in no way be affected,
          impaired or invalidated, and the parties hereto shall use their reasonable
          efforts to find and employ an alternative means to achieve the same or
          substantially the same result as that contemplated by such term, provision,
          covenant or restriction. It is hereby stipulated and declared<B> </B>to be the
          intention of the parties that they would have executed the remaining terms,
          provisions, covenants and restrictions without including any of such that may be
          hereafter declared invalid, illegal, void or unenforceable. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(m)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Headings</U>. The headings herein are for convenience only, do not constitute
          a part of this Agreement and shall not be deemed to limit or affect any of the
          provisions hereof. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Workstation" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(n)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Shares Held by the Company and its Affiliates</U>. Whenever the consent or
          approval of Holders of a specified percentage of Registrable Securities is
          required hereunder, Registrable Securities held by the Company or its Affiliates
          (other than any Holder or transferees or successors or assigns thereof if such
          Holder is deemed to be an Affiliate solely by reason of its holdings of such
          Registrable Securities) shall not be counted in determining whether such consent
          or approval was given by the Holders of such required percentage. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(o)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Independent Nature of Purchasers</U>. The Company acknowledges that the
          obligations of each Purchaser under the Transaction Documents are several and
          not joint with the obligations of any other Purchaser, and no Purchaser shall be
          responsible in any way for the performance of the obligations of any other
          Purchaser under the Transaction Documents. The Company acknowledges that the
          decision of each Purchaser to purchase securities pursuant to </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>15 </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>the Purchase Agreement has been made
by such Purchaser independently of any other purchase and independently of any
information, materials, statements or opinions as to the business, affairs, operations,
assets, properties, liabilities, results of operations, condition (financial or otherwise)
or prospects of the Company or of its subsidiaries which may have made or given by any
other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser or
any of its agents or employees shall have any liability to any Purchaser (or any other
person) relating to or arising from any such information, materials, statements or
opinions. The Company acknowledges that nothing contained herein, or in any Transaction
Document, and no action taken by any Purchaser pursuant hereto or thereto (including, but
not limited to, the (i) inclusion of a Purchaser in the Registration Statement and (ii)
review by, and consent to, such Registration Statement by a Purchaser) shall be deemed to
constitute the Purchasers as a partnership, an association, a joint venture or any other
kind of entity, or create a presumption that the Purchasers are in any way acting in
concert or as a group with respect to such obligations or the transactions contemplated by
the Transaction Documents. The Company acknowledges that each Purchaser shall be entitled
to independently protect and enforce its rights, including without limitation, the rights
arising out of this Agreement or out of the other Transaction Documents, and it shall not
be necessary for any other Purchaser to be joined as an additional party in any proceeding
for such purpose. The Company acknowledges that for reasons of administrative convenience
only, the Transaction Documents have been prepared by counsel for one of the Purchasers
and such counsel does not represent all of the Purchasers but only such Purchaser and the
other Purchasers have retained their own individual counsel with respect to the
transactions contemplated hereby.&nbsp; The Company acknowledges that it has elected to
provide all Purchasers with the same terms and Transaction Documents for the convenience
of the Company and not because it was required or requested to do so by the Purchasers.
The Company acknowledges that such procedure with respect to the Transaction Documents in
no way creates a presumption that the Purchasers are in any way acting in concert or as a
group with respect to the Transaction Documents or the transactions contemplated hereby or
thereby. </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16 </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be
duly executed by their respective authorized persons as of the date first indicated above. </FONT></P>


















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<TR VALIGN="TOP">
     <TD WIDTH="10%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TD>
     <TD WIDTH="40%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TD>
     <TD WIDTH="50%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;&nbsp;EFOODSAFETY.COM, INC.<BR>
<BR>
<BR>
&nbsp;By:_____________________________________<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name:<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title:<BR>
<BR>
&nbsp;PURCHASER:<BR>
<BR>
<BR>
&nbsp;By:_____________________________________<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name:<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title:
</FONT></TD></TR>
</TABLE>
<BR><BR><BR><BR><BR><BR><BR><BR>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>17 </FONT></P>


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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Schedule IList <BR>of
Purchasers  </U></FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>18 </FONT></P>


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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Schedule II </U></FONT></P>

<!-- MARKER FORMAT-SHEET="Head Center Underline-TNR" FSL="Workstation" -->
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Other Securities
Permitted to be Included on the Registration Statement </U></FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.&nbsp;&nbsp;&nbsp;&nbsp;
          Shares of Common Stock issuable upon conversion of promissory notes and upon
          exercise of warrants issued to Richardson &amp; Patel LLP for legal services
          rendered in connection with the transactions contemplated by the Purchase
          Agreement. </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>19 </FONT></P>


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