UNIVERSAL ENERGY CORP.
FORM OF AMENDED REGISTRATION RIGHTS AGREEMENT (NOVEMBER 2007 DEBENTURES)
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>9
<FILENAME>rrd210369_24744.htm
<DESCRIPTION>FORM OF AMENDED REGISTRATION RIGHTS AGREEMENT (NOVEMBER 2007 DEBENTURES)
<TEXT>

<HTML>
<HEAD>
   <TITLE>DC4538.pdf -- Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing</TITLE>
</HEAD>

<BODY bgcolor="#ffffff">


<!--$$/page=-->
<A name="page_1"></A>

<P align="center">
<TABLE><TR><TD align="center" nowrap>
<B><FONT face="serif">Amended and Restated</FONT></B><BR>
<B><FONT face="serif">REGISTRATION RIGHTS AGREEMENT</FONT></B><BR>
</TD></TR></TABLE>
</P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">This Amended and Restated Registration Rights Agreement (this </FONT><B><FONT face="serif">"Agreement"</FONT></B><FONT face="serif">), dated as of May <BR>_____<BR>, 2008 by and between UNIVERSAL
ENERGY CORP., a Delaware corporation (the </FONT><B><FONT face="serif">"Company"</FONT></B><FONT face="serif">), and each buyer identified on the Schedule of Buyers attached hereto (collectively, the &#147;BUYERS&#148; and each individually, the
&#147;BUYER&#148;).</FONT></P>
<P align="center">
<TABLE><TR><TD align="center" nowrap>
<B><FONT face="serif">WHEREAS:</FONT></B><BR>
</TD></TR></TABLE>
</P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">A. In connection with the Securities Purchase Agreement by and among the parties hereto of dated November 26, 2007 (the </FONT><B><FONT face="serif">"Securities Purchase Agreement"</FONT></B><FONT face="serif">), the Company has agreed, upon the terms and subject to the conditions contained therein, to issue and sell to the Buyer Warrants in the amount described in the Securities Purchase Agreement, where each of the Warrants is exercisable
into shares of the Company's Common Stock, par value &#36;0.0001 per share (the </FONT><B><FONT face="serif">"Common Stock"</FONT></B><FONT face="serif">), upon the terms and conditions and subject to the limitations and conditions set forth in the
Warrants, all subject to the terms and conditions of the Securities Purchase Agreement; and</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">B. To induce the Buyer to execute and deliver the Consent and Waiver dated May <BR>_____<BR>, 2008 the Company has agreed to provide certain registration rights under the Securities Act of 1933, as
amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the </FONT><B><FONT face="serif">"1933 Act</FONT></B><FONT face="serif">"), and applicable state securities laws.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">NOW, THEREFORE</FONT></B><FONT face="serif">, In consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Buyer hereby agree as follows:</FONT></P>
<TABLE border=0 cellspacing=0 cellpadding=0>
<TR>
	<TD nowrap valign=top>
<B><FONT face="serif">1.</FONT></B>&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width=100%>
<B><FONT face="serif">DEFINITIONS. </FONT></B><FONT face="serif">a. As used in this Agreement, the following terms shall have the following meanings:</FONT>	</TD>
</TR>
<TR><TD colspan=2>&nbsp;</TD></TR></TABLE>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">&#147;Additional Registration Statement&#148; </FONT></B><FONT face="serif">shall have the meaning ascribed to it in Section 3(b) below.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">&#147;Additional Registration Effectiveness Deadline&#148; </FONT></B><FONT face="serif">shall have the meaning ascribed to it in Section 3(b) below.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">&#147;Additional Registration Filing Deadline&#148;</FONT></B><FONT face="serif"> shall have the meaning ascribed to it in Section 3(b) below.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">"Buyer"</FONT></B><FONT face="serif"> means the purchaser of Debentures and Warrants pursuant to the Securities Purchase Agreement specified on the signature page hereof, and any transferee or
assignee who agrees to become bound by the provisions of this Agreement in accordance with Section 10 hereof.</FONT></P>
<P align="left">
<FONT face="serif">1</FONT></P>

<HR noshade align="center" width="100%" size=2>



<!--$$/page=-->
<A name="page_2"></A>

<P align="center">
<B><FONT face="serif">&#147;Commission&#148;</FONT></B><FONT face="serif"> shall mean the United States Securities and Exchange Commission.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">"</FONT><B><FONT face="serif">Cutback Shares</FONT></B><FONT face="serif">" means any of the Target Registration Amount of Registrable Securities not included in any of the Registration Statements
previously declared effective hereunder as a result of a limitation on the maximum number of shares of Common Stock of the Company permitted to be registered by the staff of the SEC pursuant to Rule 415.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">&#147;Effective Date&#148;</FONT></B><FONT face="serif"> shall mean the date that the initial Registration Statement is first declared effective by the Commission.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">"Effectiveness Period"</FONT></B><FONT face="serif"> means, as to any Registration Statement required to be filed pursuant to this Agreement, the period commencing on the Effective Date of such
Registration Statement and ending on the earliest to occur of (a) the fifth anniversary of such Effective Date, (b) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders of the
Registrable Securities included therein, or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a
written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">&#147;Effectiveness Deadline,&#148;</FONT></B><FONT face="serif"> (a) with respect to the Initial Registration Statement, shall mean the 120th calendar day after the date hereof and with respect to
any Additional Registration Statements which may be required pursuant to Section 3(b), the 90th calendar day following the date on which an additional Registration Statement is required to be filed hereunder; provided, however, that in the event the
Company is notified by the Commission that one or more of the above Registration Statements will not be reviewed or is no longer subject to further review and comments, the Effectiveness Deadline as to such Registration Statement shall be the fifth
Trading Day following the date on which the Company is so notified if such date precedes the dates otherwise required above, (b) with respect to any Additional Registration Statement, shall mean the Additional Registration Effectiveness Deadline and
(c) with respect to any Additional Warrant Registration Statement, shall mean the Additional Warrant Registration Effectiveness Deadline. </FONT></P>
<P align="center">
<B><FONT face="serif">&#147;Exclusion Period&#148; </FONT></B><FONT face="serif">shall have the meaning set forth in Section 3(p) below.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">&#147;Filing Deadline&#148; </FONT></B><FONT face="serif">shall mean the Initial Registration Filing Deadline, the Additional Warrant Registration Filing Deadline or any applicable Additional
Registration Filing Deadline.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">&#147;Initial Registration Filing Deadline&#148;</FONT></B><FONT face="serif"> shall mean, with respect to the Initial Registration Statement required hereunder, the 45th calendar day following the
date hereof.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">&#147;Initial Registration Minimum&#148;</FONT></B><FONT face="serif"> means a number of Registrable Securities equal to the lesser of (i) the total number of Registrable Securities and (ii) the
maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415 as advised by the staff of the Commission (the </FONT><B><FONT face="serif">&#147;Staff&#148;</FONT></B><FONT face="serif">) in a
written comment letter or otherwise (which number shall be no less than one-third of the number of issued and outstanding shares of Common</FONT></P>
<P align="left">
<FONT face="serif">2</FONT></P>

<HR noshade align="center" width="100%" size=2>



<!--$$/page=-->
<A name="page_3"></A>

<P align="left">
<FONT face="serif">Stock that are held by non-affiliates of the Company on the day immediately prior to the filing date of the Initial Registration Statement, unless the Staff expressly requires otherwise).</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">"</FONT><B><FONT face="serif">Investor</FONT></B><FONT face="serif">" means a Buyer or any transferee or assignee thereof to whom a Buyer assigns its rights under this Agreement and who agrees to
become bound by the provisions of this Agreement in accordance with Section 10 hereof and any transferee or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement and who agrees to become bound by the provisions of
this Agreement in accordance with Section 10.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif"> &#147;Prospectus&#148;</FONT></B><FONT face="serif"> means the prospectus included in a 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 by the Commission pursuant to 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 a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or
deemed to be incorporated by reference in such Prospectus.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">"Register," "Registered,"</FONT></B><FONT face="serif"> and </FONT><B><FONT face="serif">"Registration"</FONT></B><FONT face="serif"> refer to a registration effected by preparing and filing a
Registration Statement or Statements in compliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any successor rule providing for offering securities on a continuous basis (</FONT><B><FONT face="serif">"Rule 415"</FONT></B><FONT face="serif">), and the declaration or ordering of effectiveness of such Registration Statement by the Commission.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">"Registrable Securities,"</FONT></B><FONT face="serif"> for a given Registration, means (a) any shares of Common Stock (the </FONT><B><FONT face="serif">&#147;Warrant Shares&#148;</FONT></B><FONT face="serif">) issued or issuable upon exercise of or otherwise pursuant to the Warrant(s), and (b) any shares of capital stock issued or issuable as a dividend on or in exchange for or otherwise with respect to any of the foregoing, (c) any
additional shares of Common Stock issuable in connection with any anti-dilution provisions in the Warrants (in each case, without giving effect to any limitations on exercise set forth in the Warrant), (d) any shares of Common Stock issuable upon
exercise of warrants issued to any placement agent as compensation in connection with the financing that is the subject of the Purchase Agreement</FONT><B><FONT face="serif"> ("Placement Agent Warrant Shares"), </FONT></B><FONT face="serif">(e) any
shares of common stock issued or issuable upon exercise of or otherwise pursuant to warrants issued and outstanding as of the date hereof (&#147;</FONT><B><FONT face="serif">Additional Warrant Shares</FONT></B><FONT face="serif">&#148;), and (f) any
securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.&#148;</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">"Registration Statement(s)"</FONT></B><FONT face="serif"> means a registration statement(s) of the Company under the 1933 Act.</FONT></P>
<P align="center">
<B><FONT face="serif">&#147;Registration Trigger Date&#148;</FONT></B><FONT face="serif"> shall have the meaning set forth in Section 3(b) below.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">&#147;Rule 424&#148; </FONT></B><FONT face="serif">means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any
similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.</FONT></P>
<P align="left">
<FONT face="serif">3</FONT></P>

<HR noshade align="center" width="100%" size=2>



<!--$$/page=-->
<A name="page_4"></A>

<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">&#147;SEC Guidance&#148;</FONT></B><FONT face="serif"> means (i) the Securities Act, and (ii) any publicly-available written or oral guidance, comments, requirements or requests of the Commission
staff.</FONT></P>
<P align="left">
<B><FONT face="serif">&#147;SEC Share Reduction&#148;</FONT></B><FONT face="serif"> shall have the meaning ascribed to it in Section 2(a) below. </FONT><B><FONT face="serif">&#147;Securities&#148;</FONT></B><FONT face="serif"> shall have the meaning
ascribed to it in the Securities Purchase Agreement. </FONT><B><FONT face="serif">&#147;Target Registration Amount&#148;</FONT></B><FONT face="serif"> shall have the meaning set forth in Section 2(a) below. </FONT><B><FONT face="serif">&#147;Target
Registration Shortfall&#148;</FONT></B><FONT face="serif"> shall have the meaning set forth in Section 2(a) below.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">&#147;Warrants&#148;</FONT></B><FONT face="serif"> means the warrants issued by the Company pursuant to the Securities Purchase Agreement in conjunction with the Debenture issued by the
Company.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">&#147;Warrant Shares&#148; </FONT></B><FONT face="serif">means the shares of Common Stock issuable upon exercise of the Warrants.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">b. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement.</FONT></P>
<TABLE border=0 cellspacing=0 cellpadding=0>
<TR>
	<TD nowrap valign=top>
<B><FONT face="serif">2.</FONT></B>&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width=100%>
<B><FONT face="serif">REGISTRATION. a. MANDATORY REGISTRATION. </FONT></B><FONT face="serif">The Company shall prepare, and, on or prior</FONT>	</TD>
</TR>
<TR><TD colspan=2>&nbsp;</TD></TR></TABLE>
<P align="left">
<FONT face="serif">to the Initial Registration Filing Deadline (as defined above) file with the Commission a Registration Statement on Form S-1 (or, if Form S-1 is not then available, on such form of Registration Statement as is then available to
effect a registration of the Registrable Securities, subject to the consent of the Buyer, which consent will not be unreasonably withheld)(the </FONT><B><FONT face="serif">&#147;Initial Registration Statement&#148;</FONT></B><FONT face="serif">)
covering the resale of the Registrable Securities which Registration Statement, to the extent allowable under the 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also
covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The number
of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitation
on the Buyer's ability to exercise the Warrants (collectively, the </FONT><B><FONT face="serif">&#147;Target Registration Amount&#148;</FONT></B><FONT face="serif">), provided that the Company shall not be required to register any of the shares
issuable upon exercise of the </FONT><B><FONT face="serif">&#147;E Warrants&#148;</FONT></B><FONT face="serif"> and </FONT><B><FONT face="serif">&#147;F Warrants&#148;</FONT></B><FONT face="serif"> (as each is defined in the Securities Purchase
Agreement) in the Initial Registration Statement. Notwithstanding the foregoing, if the Company is advised by the staff of the Commission in a written comment letter that it is not eligible to conduct the offering of the Debentures under Rule 415
promulgated under the 1933 Act because of the number of shares sought to be included in the Registration Statement, then the Company may reduce (an </FONT><B><FONT face="serif">&#147;SEC Share Reduction&#148;</FONT></B><FONT face="serif">) the
number of shares covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415 </FONT><B><FONT face="serif">(&#147;Rule 415
Eligible&#148;</FONT></B><FONT face="serif">)</FONT><B><FONT face="serif">.</FONT></B><FONT face="serif">  In the event of an SEC Share Reduction, the inclusion of the Warrant Shares in such initial Registration Statement shall take precedence over
and shall not be cut back until the following securities of the Company are cut back and removed from such Registration</FONT></P>
<P align="left">
<FONT face="serif">4</FONT></P>

<HR noshade align="center" width="100%" size=2>



<!--$$/page=-->
<A name="page_5"></A>

<P align="left">
<FONT face="serif">Statement (in the following order): (i) Placement Agent Warrant Shares (to be cut back on a pro-rata basis), (ii) any securities of the Company to be included in such Registration Statement pursuant to Section 3(r), and (iii) the
Warrant shares and the Additional Warrant Shares, on a prorate basis. Any cut back of Warrant Shares will be applied pro rata to each holder in proportion to the principal amount of Debentures held by each Holder. In the event that, due to an SEC
Share Reduction or otherwise, any Registration Statement filed hereunder shall (when combined with any previous Registration Statements that are current and effective) register a number of shares of Common Stock which less than the Target
Registration Amount (a &#147;Target Registration Shortfall&#148;), then the unregistered portion of the Target Registration Amount (the &#147;Target Registration Shortfall Amount&#148;) shall be included in the next Additional Registration Statement
(in accordance with Section 3(b) below).</FONT></P>
<P align="left">
<FONT face="serif">The Company shall, by 9:30 a.m. New York City time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. The Company acknowledges that the
number of shares initially included in each Registration Statement represents a good faith estimate of the maximum number of shares issuable upon exercise of or otherwise pursuant to the Warrants and shall be amended if not sufficient. Each
Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of) the Buyer and its counsel prior to its filing or other
submission.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">b. PIGGY-BACK REGISTRATIONS. </FONT></B><FONT face="serif">If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the
Commission a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities
to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to Buyer written notice of such determination
and, if within fifteen (15) days after the effective date of such notice, the Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer requests to be
registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall
impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public
distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Buyer has requested inclusion hereunder (i) as would enable the offering to
be Rule 415 Eligible or (ii) as the underwriter shall permit;</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">PROVIDED, HOWEVER</FONT></B><FONT face="serif">, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which
are not entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and</FONT></P>
<P align="center">
<FONT face="serif">5</FONT></P>

<HR noshade align="center" width="100%" size=2>



<!--$$/page=-->
<A name="page_6"></A>

<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">PROVIDED, FURTHER, HOWEVER</FONT></B><FONT face="serif">, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders
of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration
rights. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer is entitled to registration under
this Section 2(d) is an underwritten offering, then the Buyer shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the
provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of the Buyer pursuant to this
Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this
Agreement.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">3.  OBLIGATIONS OF THE COMPANY.</FONT></B><FONT face="serif">  In connection with the registration of the Registrable Securities, the Company shall have the following obligations:</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">a.  The Company shall prepare promptly, and file with the Commission as soon as practicable after the date of the date hereof (but no later than the Filing Deadline), Registration Statements with
respect to the number of Registrable Securities provided in Section 2(a), and thereafter use its best efforts to cause each such Registration Statement relating to Registrable Securities to become effective as soon as possible after such filing, but
in any event shall cause each such Registration Statement relating to Registrable Securities to become effective no later than the Effectiveness Deadline, and shall keep the Registration Statement current and effective pursuant to Rule 415 at all
times until such date as is the earlier of (i) the date on which all of the Registrable Securities for such Registration Statement have been sold and (ii) the date on which all of the Registrable Securities for such Registration Statement (in the
opinion of counsel to the Buyer) may be immediately sold to the public without registration or restriction (including without limitation as to volume by each holder thereof) under the 1933 Act (the "REGISTRATION PERIOD"), which Registration
Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the
statements therein not misleading.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">b.  The Company shall prepare and file with the Commission such amendments (including post-effective amendments) and supplements to each Registration Statements and the prospectus used in connection
with the Registration Statements as may be necessary to keep the Registration Statements current and effective at all times during the Registration Period, and, during such period, comply with the provisions of the 1933 Act with respect to the
disposition of all Registrable Securities of the Company covered by the Registration Statements until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or
sellers thereof as set forth in the Registration Statements. In the event of a Target Registration Shortfall (the date of each of which is referred to as a </FONT><B><FONT face="serif">&#147;Registration Trigger Date&#148;</FONT></B><FONT face="serif">), or in the event that on any Trading Day (as defined in the Debenture) (each such Trading Day is also referred to as a </FONT><B><FONT face="serif">"Registration Trigger Date"</FONT></B><FONT face="serif">) the number of shares
available under a</FONT></P>
<P align="center">
<FONT face="serif">6</FONT></P>

<HR noshade align="center" width="100%" size=2>



<!--$$/page=-->
<A name="page_7"></A>

<P align="left">
<FONT face="serif">Registration Statement filed pursuant to this Agreement is otherwise insufficient to cover all of the Registrable Securities issued or issuable upon exercise of or otherwise pursuant to the Warrants (based on the Exercise  Price
[as defined in the Warrants] then in effect), and otherwise issuable pursuant to the Transaction Documents, without giving effect to any limitations on the Buyer' ability to exercise the Warrants or otherwise receive shares of Common Stock pursuant
to the Transaction Documents, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both (each, an </FONT><B><FONT face="serif">&#147;Additional
Registration Statement&#148;</FONT></B><FONT face="serif">), so as to cover at least </FONT><B><FONT face="serif">100%</FONT></B><FONT face="serif"> of the total number of Registrable Securities so issued or issuable (based on the Exercise Prices of
the Warrants, and other relevant factors on which the Company reasonably elects to rely, and without giving effect to any limitations on exercise contained in the Warrants or limitations on exercise contained in the Securities Purchase Agreement or
Warrant) as of the Registration Trigger Date (subject to an SEC Share Reduction, if applicable). The Company shall prepare and file each Additional Registration Statement as soon as practicable following any Registration Trigger Date, but not later
than not later than the date that is thirty (30) days following the applicable Registration Trigger Date (the </FONT><B><FONT face="serif">&#147;Additional Registration Filing Deadline&#148;</FONT></B><FONT face="serif">) provided that, if Cutback
Shares are required to be included in the Additional Registration Statement, the &#147;</FONT><B><FONT face="serif">Additional Registration Filing Deadline&#148;</FONT></B><FONT face="serif"> shall mean the later of (i) the date that is sixty (60)
days after the date substantially all (as such term is then interpreted by the Commission) of the Registrable Securities registered under the immediately preceding Registration Statement are sold and (ii) the date that is six (6) months following
the date of effectiveness of the most recently effective Registration Statement or Additional Registration Statement filed hereunder. The Company shall use its best efforts to cause such amendment and/or new Registration Statement to become
effective as soon as practicable following the filing thereof, but in any event the Company shall cause such amendment and/or new Registration Statement to become effective within sixty (60) days of the Registration Trigger Date </FONT><B><FONT face="serif">(the &#147;Additional Registration Effectiveness Deadline&#148;) </FONT></B><FONT face="serif">or as promptly as practicable in the event the Company is required to increase its authorized shares.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">c. The Company shall furnish to the Buyer and its legal counsel (i) promptly after the same is prepared and publicly distributed, filed with the Commission, or received by the Company, one copy of
each Registration Statement and any amendment thereto, each preliminary prospectus and prospectus and each amendment or supplement thereto, and, in the case of the Registration Statement referred to in Section 2(a), each letter written by or on
behalf of the Company to the Commission or the staff of the Commission, and each item of correspondence from the Commission or the staff of the Commission, in each case relating to such Registration Statement (other than any portion of any thereof
which contains information for which the Company has sought confidential treatment), and (ii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents as the Buyer
may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Buyer. The Company will immediately notify the Buyer by facsimile of the effectiveness of each Registration Statement or any post-effective
amendment. The Company will promptly respond to any and all comments received from the Commission, with a view towards causing each Registration Statement or any amendment thereto to be declared effective by the Commission as soon as practicable and
shall file an acceleration request as soon as practicable, but no later than three (3) business days (the </FONT><B><FONT face="serif">"Acceleration Request Deadline"</FONT></B><FONT face="serif">), following the resolution or clearance of all
Commission comments or, if applicable, following notification by the Commission that any such Registration Statement or any amendment thereto will not be subject to review.</FONT></P>
<P align="center">
<FONT face="serif">7</FONT></P>

<HR noshade align="center" width="100%" size=2>



<!--$$/page=-->
<A name="page_8"></A>

<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">d. The Company shall use reasonable efforts to (i) register and qualify the Registrable Securities covered by the Registration Statements under such other securities or "blue sky" laws of such
jurisdictions in the United States as the Buyer shall reasonably request, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary
to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other
actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions;</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">e. As promptly as practicable after becoming aware of such event, the Company shall notify the Buyer of the happening of any event, of which the Company has knowledge, as a result of which the
prospectus included in any Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and use
its best efforts promptly to prepare a supplement or amendment to any Registration Statement to correct such untrue statement or omission, and deliver such number of copies of such supplement or amendment to the Buyer as the Buyer may reasonably
request; provided that, for not more than twenty (20) consecutive days (or a total of not more than sixty (60) days in any twelve (12) month period), the Company may delay the disclosure of material non-public information concerning the Company (as
well as prospectus or Registration Statement updating) the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company (an </FONT><B><FONT face="serif">"Allowed Delay"</FONT></B><FONT face="serif">); provided, further, that the Company shall promptly (i) notify the Buyer in writing of the existence of (but in no event, without the prior written consent of the Buyer, shall the Company disclose to the Buyer any of the facts or
circumstances regarding) material non-public information giving rise to an Allowed Delay and (ii) advise the Buyer in writing to cease all sales under such Registration Statement until the end of the Allowed Delay, provided the above actions are
consistent with the requirements of the 1933 Act and/or 1934 Act or other applicable law. Upon expiration of the Allowed Delay, the Company shall again be bound by the first sentence of this Section 3(e) with respect to the information giving rise
thereto.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">f. The Company shall use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of any Registration Statement, and, if such an order is issued, to obtain the
withdrawal of such order at the earliest possible moment and to notify the Buyer who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance of such order and the resolution
thereof.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">g.  The Company shall permit a single firm of counsel designated by the Buyer to review such Registration Statement and all amendments and supplements thereto (as well as all requests for acceleration
or effectiveness thereof), at Buyer&#146;s own cost, a reasonable period of time prior to their filing with the Commission (not less than three (3) business days but not more then five (5) business days) and not file any document in a form to which
such counsel reasonably objects and will not request acceleration of such Registration Statement without prior notice to such counsel. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">h. The Company shall hold in confidence and not make any disclosure of information concerning the Buyer provided to the Company unless (i) disclosure of such information is necessary</FONT></P>
<P align="center">
<FONT face="serif">8</FONT></P>

<HR noshade align="center" width="100%" size=2>



<!--$$/page=-->
<A name="page_9"></A>

<P align="left">
<FONT face="serif">to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered
pursuant to a subpoena or other order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. The
Company agrees that it shall, upon learning that disclosure of such information concerning the Buyer is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Buyer prior to making
such disclosure, and allow the Buyer, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">i.  The Company shall use its best efforts to (i) cause all the Registrable Securities covered by the Registration Statement to be listed on each national securities exchange on which securities of
the same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange, or (ii) to the extent the securities of the same class or series are not then
listed on a national securities exchange, secure the designation and quotation, of all the Registrable Securities covered by the Registration Statement on the NNM or, if not eligible for the </FONT><B><FONT face="serif">NNM</FONT></B><FONT face="serif"> on the Nasdaq Small Cap or, if not eligible for the Nasdaq Small Cap, on the Over the Counter electronic bulletin board and, without limiting the generality of the foregoing, to arrange for at least two market makers to register with
the Financial Industry Regulatory Authority (</FONT><B><FONT face="serif">&#147;FINRA&#148;</FONT></B><FONT face="serif">) as such with respect to such Registrable Securities. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">j.  The Company shall provide a transfer agent and registrar, which may be a single entity, for the Registrable Securities not later than the effective date of the Registration Statement.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">k.  The Company shall cooperate with the Buyer who holds Registrable Securities being offered and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of
certificates (not bearing any restrictive legends) representing Registrable Securities to be offered pursuant to such Registration Statement and enable such certificates to be in such denominations or amounts, as the case may be, as the managing
underwriter or underwriters, if any, or the Buyer may reasonably request and registered in such names as the managing underwriter or underwriters, if any, or the Buyer may request, and, within three (3) business days after a Registration Statement
which includes Registrable Securities is ordered effective by the Commission, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registrable Securities (with copies to the
Buyer) an appropriate instruction and an opinion of such counsel in the form required by the transfer agent in order to issue the Registrable Securities free of restrictive legends.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">l. At the request of the holders of a majority-in-interest of the Registrable Securities, the Company shall prepare and file with the Commission such amendments (including post-effective amendments)
and supplements to a Registration Statement and any prospectus used in connection with the Registration Statement as may be necessary in order to change the plan of distribution set forth in such Registration Statement.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">m. The Company shall not, and shall not agree to, allow the holders of any securities of the Company to include any of their securities in any Registration Statement under Section 2(a) hereof or any
amendment or supplement thereto under Section 3(b) hereof without the consent of the</FONT></P>
<P align="center">
<FONT face="serif">9</FONT></P>

<HR noshade align="center" width="100%" size=2>



<!--$$/page=-->
<A name="page_10"></A>

<P align="left">
<FONT face="serif">holders of a majority-in-interest of the Registrable Securities, except for securities which have contractual demand or piggyback registration rights in effect at the time of the date hereof. In addition, the Company shall not
offer any securities for its own account or the account of others in any Registration Statement under Section 2(a) hereof or any amendment or supplement thereto under Section 3(b) hereof without the consent of the holders of a majority-in-interest
of the Registrable Securities.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">n.  The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Buyer of Registrable Securities pursuant to a Registration Statement.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">o.  The Company shall comply with all applicable laws related to a Registration Statement and offering and sale of securities and all applicable rules and regulations of governmental authorities in
connection therewith (including without limitation the 1933 Act and the 1934 Act and the rules and regulations promulgated by the Commission).</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">p. </FONT><U><FONT face="serif">Further Registration Statements</FONT></U><FONT face="serif">. Except for a registration statement filed on behalf of the Buyer pursuant to Section 2 or Section 3 of
this Agreement, and except for an underwritten public offering, the Company will not file any registration statements or amend any already filed registration statement with the Commission or with state regulatory authorities without the consent of
the Subscriber until the expiration of the </FONT><B><FONT face="serif">"Exclusion Period,"</FONT></B><FONT face="serif"> which shall be defined as the sooner of (i) the date that the Registration Statement shall have been current and available for
use in connection with the resale of the Registrable Securities for a period of 180 days, or (ii) until all the Warrant Shares have been resold or transferred by the Subscribers pursuant to the Registration Statement or are eligible for immediate
unrestricted resale pursuant to Rule 144(k), without volume limitations. The Exclusion Period will be tolled during the pendency of an Event of Default as defined in the Debenture or an Event of Default as defined in the Warrants. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">q. </FONT><U><FONT face="serif">NASD Rule 2710 Filing; Broker Compensation</FONT></U><FONT face="serif">. The Company shall cooperate with any broker-dealer through which a Holder proposes to resell
its Registrable Securities in effecting a filing with the FINRA Corporate Financing Department pursuant to NASD Rule 2710, as requested by any such Holder. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">r. </FONT><U><FONT face="serif">No Piggyback On Registrations</FONT></U><FONT face="serif">. Except as and to the extent expressly allowed by the Securities Purchase Agreement, neither the Company nor
any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in a Registration Statement other than the Registrable Securities, and the Company shall not during the Effectiveness Period
enter into any agreement providing any such right to any of its security holders. Anything herein to the contrary notwithstanding, the provisions of this subsection r. shall not apply to the Additional Warrant Shares.</FONT></P>
<P align="left">
<FONT face="serif">4. </FONT><B><FONT face="serif">ADDITIONAL REGISTRATION STATEMENT FOR SHARES UNDERLYING E</FONT></B></P>
<P align="left">
<B><FONT face="serif">WARRANTS AND F WARRANTS. </FONT></B><FONT face="serif">Subject to SEC Guidance, the Company shall prepare and file each an additional registration statement (the </FONT><B><FONT face="serif">&#147;Additional Warrant
Registration Statement&#148;</FONT></B><FONT face="serif">) as soon as practicable following the date that the Holder exercises its E Warrant (the </FONT><B><FONT face="serif">&#147;Additional Warrant Registration Trigger Date&#148;</FONT></B><FONT face="serif">), but not later than the 45</FONT><SUP><FONT face="serif">th</FONT></SUP><FONT face="serif"> calendar day following the Additional Warrant Registration Trigger Date (the </FONT><B><FONT face="serif">&#147;Additional Warrant
Registration Filing</FONT></B></P>
<P align="center">
<FONT face="serif">10</FONT></P>

<HR noshade align="center" width="100%" size=2>



<!--$$/page=-->
<A name="page_11"></A>

<P align="left">
<B><FONT face="serif">Deadline&#148;</FONT></B><FONT face="serif">).  The Company shall use its best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof, but in
any event the Company shall cause such amendment and/or new Registration Statement to become effective by the 120</FONT><SUP><FONT face="serif">th</FONT></SUP><FONT face="serif"> calendar day following the Registration Trigger Date </FONT><B><FONT face="serif">(the &#147;Additional Registration Effectiveness Deadline&#148;)</FONT></B><FONT face="serif">.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">5.  OBLIGATIONS OF THE BUYER.</FONT></B><FONT face="serif">  In connection with the registration of the Registrable Securities, the Buyer shall have the following obligations:</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">a. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Buyer that the Buyer
shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such
Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least three (3) business days prior to the first anticipated filing date of the Registration Statement, the
Company shall notify the Buyer of the information the Company requires from each Buyer.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">b.  The Buyer, by the Buyer's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the
Registration Statements hereunder, unless the Buyer has notified the Company in writing of the Buyer's election to exclude all of the Buyer's Registrable Securities from the Registration Statements.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">c.  In the event of an underwritten offering pursuant to Section 2(b) in which any Registrable Securities are to be included, the Buyer agrees to enter into and perform the Buyer's obligations under
an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in
order to expedite or facilitate the disposition of the Registrable Securities, unless the Buyer has notified the Company in writing of the Buyer's election to exclude all of the Buyer's Registrable Securities from such Registration
Statement.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">d.  The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) or 3(f), the Buyer will immediately discontinue disposition
of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until the Buyer's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e) or 3(f) and, if so directed by the
Company, the Buyer shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in the Buyer's possession, of the prospectus covering such Registrable Securities current
at the time of receipt of such notice.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">e.  No Buyer may participate in any underwritten registration hereunder unless the Buyer (i) agrees to sell the Buyer's Registrable Securities on the basis provided in any underwriting arrangements in
usual and customary form entered into by the Company, (ii) completes and executes</FONT></P>
<P align="left">
<FONT face="serif">11</FONT></P>

<HR noshade align="center" width="100%" size=2>



<!--$$/page=-->
<A name="page_12"></A>

<P align="left">
<FONT face="serif">all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting
discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 5 below.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">f. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex A (a </FONT><B><FONT face="serif">&#147;Selling Shareholder
Questionnaire&#148;</FONT></B><FONT face="serif">) not less than two Trading Days prior to the Filing Date or by the end of the fourth Trading Day following the date on which such Holder receives draft materials in accordance with this
Section.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">6. EXPENSES OF REGISTRATION. </FONT></B><FONT face="serif">All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or
qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification fees, printers and accounting fees, the fees and disbursements of counsel for the Company shall be borne by the
Company.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">7.  INDEMNIFICATION.</FONT></B><FONT face="serif">  In the event any Registrable Securities are included in a Registration Statement under this Agreement:</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">a.  To the extent permitted by law, the Company will indemnify, hold harmless and defend (i) the Buyer, (ii) the directors, officers, partners, managers, members, employees, agents and each person who
controls any Buyer within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended (the </FONT><B><FONT face="serif">"1934 Act"</FONT></B><FONT face="serif">), if any, (iii) any underwriter (as defined in the 1933 Act) for the
Buyer in connection with an underwritten offering pursuant to Section 2(b) hereof, and (iv) the directors, officers, partners, employees and each person who controls any such underwriter within the meaning of the 1933 Act or the 1934 Act, if any
(each, an </FONT><B><FONT face="serif">"Indemnified Person"</FONT></B><FONT face="serif">), against any joint or several losses, claims, damages, liabilities or expenses (collectively, together with actions, proceedings or inquiries by any
regulatory or self-regulatory organization, whether commenced or threatened, in respect thereof, </FONT><B><FONT face="serif">"Claims"</FONT></B><FONT face="serif">) to which any of them may become subject insofar as such Claims arise out of or are
based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or the omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements therein
not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus (as amended or
supplemented, if the Company files any amendment thereof or supplement thereto with the Commission) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances
under which the statements therein were made, not misleading; or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation
thereunder relating to the offer or sale of the Registrable Securities (the matters in the foregoing clauses (i) through (iii) being, collectively, </FONT><B><FONT face="serif">"Violations"</FONT></B><FONT face="serif">). The Company shall reimburse
the Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding
anything to the contrary contained herein, the indemnification agreement contained in this Section 7(a): (i) shall not apply to a Claim arising out of or based upon a Violation which</FONT></P>
<P align="center">
<FONT face="serif">12</FONT></P>

<HR noshade align="center" width="100%" size=2>



<!--$$/page=-->
<A name="page_13"></A>

<P align="left">
<FONT face="serif">occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person or underwriter for such Indemnified Person expressly for use in connection with the preparation of such
Registration Statement or any such amendment thereof or supplement thereto; (ii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be
unreasonably withheld; and (iii) with respect to any preliminary prospectus, shall not inure to the benefit of any Indemnified Person if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a
timely basis in the prospectus, as then amended or supplemented, such corrected prospectus was timely made available by the Company pursuant to Section 3(c) hereof, and the Indemnified Person was promptly advised in writing not to use the incorrect
prospectus prior to the use giving rise to a Violation and such Indemnified Person, notwithstanding such advice, used it. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified
Person and shall survive the transfer of the Registrable Securities by the Buyer pursuant to Section 10.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">b. Promptly after receipt by an Indemnified Person under this Section 7 of notice of the commencement of any action (including any governmental action), such Indemnified Person shall, if Claim in
respect thereof is to be made against any the Company under this Section 7, deliver to the Company a written notice of the commencement thereof, and the Company shall have the right to participate in, and, to the extent the Company so desires, to
assume control of the defense thereof with counsel mutually satisfactory to the Company and the Indemnified Person, as the case may be. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">PROVIDED, HOWEVER</FONT></B><FONT face="serif">, that an Indemnified Person shall have the right to retain its own counsel with the fees and expenses to be paid by the Company, if, in the
reasonable opinion of counsel retained by the Company, the representation by such counsel of the Indemnified Person and the Company would be inappropriate due to actual or potential differing interests between such Indemnified Person and any other
party represented by such counsel in such proceeding. The Company shall pay for only one separate legal counsel for the Indemnified Persons, and such legal counsel shall be selected by Buyer, if the Buyer is entitled to indemnification hereunder.
The failure to deliver written notice to the Company within a reasonable time of the commencement of any such action shall not relieve the Company of any liability to the Indemnified Person under this Section 6, except to the extent that the Company
is actually prejudiced in its ability to defend such action. The indemnification required by this Section 7 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or
liability is incurred and is due and payable.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">c. To the extent permitted by law, the Buyer will indemnify, hold harmless and defend (i) the Company, and (ii) the directors, officers, partners, managers, members, employees, or agents of the
Company, if any (each, a </FONT><B><FONT face="serif">"Company Indemnified Person"</FONT></B><FONT face="serif">), against any joint or several losses, claims, damages, liabilities or expenses (collectively, together with actions, proceedings or
inquiries by any regulatory or self-regulatory organization, whether commenced or threatened, in respect thereof, </FONT><B><FONT face="serif">"Claims"</FONT></B><FONT face="serif">) to which any of them may become subject insofar as such Claims
arise out of or are based upon a Claim arising out of or based upon any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation
thereunder relating to the offer or sale of the Registrable Securities, which occurs due to the inclusion by the Company in a Registration Statement of false or</FONT></P>
<P align="center">
<FONT face="serif">13</FONT></P>

<HR noshade align="center" width="100%" size=2>



<!--$$/page=-->
<A name="page_14"></A>

<P align="left">
<FONT face="serif">misleading information about the Buyer, where such information was furnished in writing to the Company by the Buyer for the purpose of inclusion in such Registration Statement.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">8. CONTRIBUTION. </FONT></B><FONT face="serif">To the extent any indemnification by the Company is prohibited or limited by law, the Company agrees to make the maximum contribution with respect to
any amounts for which it would otherwise be liable under Section 7 to the fullest extent permitted by law, based upon a comparative fault standard. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">9. REPORTS UNDER THE 1934 ACT. </FONT></B><FONT face="serif">With a view to making available to the Buyer the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or
regulation of the Commission that may at any time permit the Buyer to sell securities of the Company to the public without registration (</FONT><B><FONT face="serif">"Rule 144"</FONT></B><FONT face="serif">), the Company agrees to:</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">a.  make and keep public information available, as those terms are understood and defined in Rule 144;</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">b.  file with the Commission in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements
(it being understood that nothing herein shall limit the Company's obligations under Section 4(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144;
and</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">c.  furnish to the Buyer so long as the Buyer owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule
144, the 1933 Act and the 1934 Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the
Buyers to sell such securities pursuant to Rule 144 without registration.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">10. ASSIGNMENT OF REGISTRATION RIGHTS. </FONT></B><FONT face="serif">The rights under this Agreement shall be automatically assignable by the Buyers to any transferee of all or any portion of
Registrable Securities if: (i) the Buyer 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 assignee is restricted under the 1933 Act and applicable state securities laws, (iv) at or before the time the Company receives the written
notice contemplated by clause (ii) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein, and (v) such transfer shall have been made in  accordance with the applicable
requirements of the Securities Purchase Agreement. In the event that the Buyer transfers all or any portion of its Registrable Securities pursuant to this Section, the Company shall have at least ten (10) days to file any amendments or supplements
necessary to keep the Registration Statement current and effective pursuant to Rule 415, and the commencement date of any Event of Default under the Debenture or the Warrants caused thereby will be extended by ten (10) days.</FONT></P>
<P align="center">
<FONT face="serif">14</FONT></P>

<HR noshade align="center" width="100%" size=2>



<!--$$/page=-->
<A name="page_15"></A>

<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">11.  AMENDMENT OF REGISTRATION RIGHTS.</FONT></B><FONT face="serif">  Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with written consent of the Company, the Buyer (to the extent such Buyer still owns Registrable Securities) and Buyers who hold a majority interest of the Registrable Securities. Any
amendment or waiver effected in accordance with this Section 10 shall be binding upon the Buyer and the Company.</FONT></P>
<TABLE border=0 cellspacing=0 cellpadding=0>
<TR>
	<TD nowrap valign=top>
<B><FONT face="serif">12.</FONT></B>&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width=100%>
<B><FONT face="serif">MISCELLANEOUS. </FONT></B><FONT face="serif">a. A person or entity is deemed to be a holder of Registrable Securities whenever such</FONT>	</TD>
</TR>
<TR><TD colspan=2>&nbsp;</TD></TR></TABLE>
<P align="left">
<FONT face="serif">person or entity owns of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more persons or entities with respect to the same Registrable Securities, the Company
shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">b. Any notices required or permitted to be given under the terms hereof shall be sent by certified or registered mail (return receipt requested) or delivered personally or by courier (including a
recognized overnight delivery service) or by facsimile and shall be effective five days after being placed in the mail, if mailed by regular United States mail, or upon receipt, if delivered personally or by courier (including a recognized overnight
delivery service) or by facsimile, in each case addressed to a party. The addresses for such communications shall be:</FONT></P>
<P align="left">
<FONT face="serif">If to the Company: To the address set forth immediately below such Company&#146;s name on the signature pages hereto.</FONT></P>
<P align="left">
<TABLE><TR><TD nowrap>
<FONT face="serif">With copy to:</FONT><BR>
</TD></TR></TABLE>
</P>
<P align="left">
<TABLE><TR><TD width=27>&nbsp;</TD><TD nowrap>
<FONT face="serif">Joseph Sierchio, Esq.</FONT><BR>
<FONT face="serif">Sierchio Greco &amp; Greco, LLP</FONT><BR>
<FONT face="serif">110 East 59th Street, 29th Floor</FONT><BR>
<FONT face="serif">New York, New York 10022</FONT><BR>
<FONT face="serif">Tel. (212) 246-3030</FONT><BR>
<FONT face="serif">Fax (212) 486-0208</FONT><BR>
</TD></TR></TABLE>
</P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">If to a Buyer: To the address set forth immediately below such Buyer's name on the signature pages hereto.</FONT></P>
<P align="left">
<FONT face="serif">Each party shall provide notice to the other party of any change in address.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">c.  Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">d. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance</FONT></P>
<P align="left">
<FONT face="serif">15</FONT></P>

<HR noshade align="center" width="100%" size=2>



<!--$$/page=-->
<A name="page_16"></A>

<P align="left">
<FONT face="serif">with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the
transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the
City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or
with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. The parties hereby
waive all rights to a trial by jury.  If either party shall commence an action or proceeding to enforce any provisions of the this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its
reasonable attorneys&#146; fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">e. This Agreement and the Securities Purchase Agreement (including all schedules and exhibits thereto) constitute the entire agreement among the parties hereto with respect to the subject matter
hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement and the Securities Purchase Agreement supersede all prior agreements and understandings
among the parties hereto with respect to the subject matter hereof and thereof.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">f. Subject to the requirements of Section 10 hereof, this Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">g. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">h. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement. This Agreement, once executed by
a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">i. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and
documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.</FONT></P>
<P align="center">
<FONT face="serif">16</FONT></P>

<HR noshade align="center" width="100%" size=2>



<!--$$/page=-->
<A name="page_17"></A>

<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">j.  Except as otherwise provided herein, all consents and other determinations to be made by the Buyer pursuant to this Agreement shall be made by Buyers holding a majority of the Registrable
Securities, determined as if the all of the Debenture and Warrants then outstanding have been converted or exercised into for Registrable Securities.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">k.  The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transactions contemplated hereby.
Accordingly, the Company acknowledges that the remedy at law for breach of its obligations hereunder will be inadequate and agrees, in the event of a breach or threatened breach by the Company of any of the provisions hereunder, that the Buyer shall
be entitled, in addition to all other available remedies in law or in equity, to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof, without the
necessity of showing economic loss and without any bond or other security being required.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">l. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any
party.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">m. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may
conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision
hereof.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">n. The initial number of Registrable Securities included in any Registration Statement and each increase to the number of Registrable Securities included therein shall be allocated pro rata among the
Buyers based on the number of Registrable Securities held by the Buyer at the time of such establishment or increase, as the case may be. In the event a Buyer shall sell or otherwise transfer any of such holder's Registrable Securities, each
transferee shall be allocated a pro rata portion of the number of Registrable Securities included in a Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any
person or entity which does not hold any Registrable Securities shall be allocated to the remaining Buyers, pro rata based on the number of shares of Registrable Securities then held by the Buyers. For the avoidance of doubt, the number of
Registrable Securities held by a Buyer shall be determined as if all the Debenture and Warrants then outstanding and held by a Buyer were converted into or exercised for Registrable Securities, without regard to any limitation on the Buyer's ability
to convert the Debenture or exercise the Warrants.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">o.  There shall be no oral modifications or amendments to this Agreement.  This Agreement may be modified or amended only in writing.</FONT></P>
<P align="center">
<FONT face="serif">17</FONT></P>

<HR noshade align="center" width="100%" size=2>



<!--$$/page=-->
<A name="page_18"></A>

<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the ___</FONT><SUP><FONT face="serif">th</FONT></SUP><FONT face="serif"> day of May,
2008.</FONT></P>
<P align="left">
<TABLE><TR><TD nowrap>
<B><FONT face="serif">COMPANY:</FONT></B><BR>
</TD></TR></TABLE>
</P>
<P align="left">
<TABLE><TR><TD nowrap>
<B><FONT face="serif">UNIVERSAL ENERGY CORP.</FONT></B><BR>
<BR>
<FONT face="serif">By: <BR>________________________</FONT><BR>
<FONT face="serif">Print Name: <BR>_________________</FONT><BR>
<FONT face="serif">Title: <BR>_______________________</FONT><BR>
</TD></TR></TABLE>
</P>
<P align="left">
<TABLE><TR><TD nowrap>
<B><FONT face="serif">ADDRESS:</FONT></B><BR>
<BR>
<FONT face="serif">30 Skyline Drive</FONT><BR>
<FONT face="serif">Lake Mary, FL 32746</FONT><BR>
<FONT face="serif">Phone: 800-975-2076</FONT><BR>
<FONT face="serif">Fax: 800-805-4561</FONT><BR>
</TD></TR></TABLE>
</P>
<P align="left">
<TABLE><TR><TD nowrap>
<B><FONT face="serif">BUYER: [Insert Name Of Buyer]</FONT></B><BR>
</TD></TR></TABLE>
</P>
<P align="left">
<TABLE><TR><TD nowrap>
<FONT face="serif">By: <BR>________________________</FONT><BR>
<FONT face="serif">Print Name: <BR>_________________</FONT><BR>
<FONT face="serif">Title: <BR>_______________________</FONT><BR>
</TD></TR></TABLE>
</P>
<P align="left">
<TABLE><TR><TD nowrap>
<B><FONT face="serif">ADDRESS:</FONT></B><BR>
<BR>
<B><FONT face="serif">___________________</FONT></B><BR>
<FONT face="serif">___________________</FONT><BR>
<FONT face="serif">___________________</FONT><BR>
<FONT face="serif">Phone: <BR>_____________</FONT><BR>
<FONT face="serif">Fax: <BR>_______________</FONT><BR>
</TD></TR></TABLE>
</P>
<P align="left">
<FONT face="serif">18</FONT></P>

<HR noshade align="center" width="100%" size=2>



<!--$$/page=-->
<A name="page_19"></A>

<P align="left">
<B><U><FONT face="serif">SCHEDULE OF BUYERS</FONT></U></B></P>
<P align="left">
<FONT face="serif">19</FONT></P>

<HR noshade align="center" width="100%" size=2>



<!--$$/page=-->
<A name="page_20"></A>

<P align="center">
<B><FONT face="serif">Annex A</FONT></B></P>
<P align="center">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">UNIVERSAL ENERGY CORP. Selling Securityholder Notice and Questionnaire</FONT></B></P>
<P align="left">
<FONT face="serif">The undersigned beneficial owner of common stock (the &#147;Registrable Securities&#148;) of </FONT><B><FONT face="serif">Universal Energy Corp.</FONT></B><FONT face="serif">, a Delaware corporation (the &#147;Company&#148;),
understands that the Company has filed or intends to file with the Securities and Exchange Commission (the &#147;Commission&#148;) a registration statement (the &#147;Registration Statement&#148;) for the registration and resale under Rule 415 of
the Securities Act of 1933, as amended (the &#147;Securities Act&#148;), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the &#147;Registration Rights Agreement&#148;) to which this document is
annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights
Agreement.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable
Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus.</FONT></P>
<P align="left">
<TABLE><TR><TD nowrap>
<B><FONT face="serif">NOTICE</FONT></B><BR>
</TD></TR></TABLE>
</P>
<P align="left">
<FONT face="serif">The undersigned beneficial owner (the &#147;Selling Securityholder&#148;) of Registrable Securities hereby elects to include the Registrable Securities owned by it in the Registration Statement.</FONT></P>
<P align="left">
<FONT face="serif">The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:</FONT></P>
<TABLE border=0 cellspacing=0 cellpadding=0>
<TR>
	<TD nowrap valign=top>
<FONT face="serif">1.</FONT>&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width=100% colspan=2>
<FONT face="serif">Name.</FONT>	</TD>
</TR>
<TR><TD colspan=3>&nbsp;</TD></TR><TR>
<TD>&nbsp;</TD>	<TD nowrap valign=top>
<FONT face="serif">(a)</FONT>&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width=100%>
<FONT face="serif">Full Legal Name of Selling Securityholder</FONT>	</TD>
</TR>
<TR><TD colspan=3>&nbsp;</TD></TR><TR>
<TD>&nbsp;</TD>	<TD nowrap valign=top>
<FONT face="serif">(b)</FONT>&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width=100%>
<FONT face="serif">Full Legal Name of Registered Holder (if not the same as (a) above) through</FONT>	</TD>
</TR>
<TR><TD colspan=3>&nbsp;</TD></TR></TABLE>
<P align="left">
<TABLE><TR><TD nowrap>
<FONT face="serif">which Registrable Securities are held:</FONT><BR>
</TD></TR></TABLE>
</P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(c) Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by this
Questionnaire):</FONT></P>
<P align="left">
<FONT face="serif">20</FONT></P>

<HR noshade align="center" width="100%" size=2>



<!--$$/page=-->
<A name="page_21"></A>

<P align="left">
<TABLE><TR><TD nowrap>
<FONT face="serif">2. Address for Notices to Selling Securityholder:</FONT><BR>
</TD></TR></TABLE>
</P>
<P align="left">
<TABLE><TR><TD nowrap>
<FONT face="serif">Telephone: <BR>_____________________</FONT><BR>
<FONT face="serif">Fax: <BR>___________________________</FONT><BR>
<FONT face="serif">Contact Person: <BR>__________________</FONT><BR>
</TD></TR></TABLE>
</P>
<TABLE border=0 cellspacing=0 cellpadding=0>
<TR>
	<TD nowrap valign=top>
<FONT face="serif">3.</FONT>&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width=100%>
<FONT face="serif">Broker-Dealer Status:</FONT>	</TD>
</TR>
<TR><TD colspan=2>&nbsp;</TD></TR><TR>
<TD>&nbsp;</TD>	<TD width=100%>
<FONT face="serif">(a) Are you a broker-dealer?</FONT>	</TD>
</TR>
<TR><TD colspan=2>&nbsp;</TD></TR></TABLE>
<TABLE border=0 cellspacing=1 cellpadding=0>
<TR valign="bottom">
	<TD width=14% nowrap align=left>
 &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;<FONT face="serif">Yes</FONT>&nbsp;
	</TD>
	<TD width=2%>
&nbsp;	</TD>
	<TD width=45% nowrap align=left>
<FONT face="serif">No</FONT>&nbsp;
	</TD>
	<TD width=2%>
&nbsp;	</TD>
	<TD width=5% nowrap align=left>
&nbsp;
	</TD>
	<TD width=2%>
&nbsp;	</TD>
	<TD width=11% nowrap align=left>
&nbsp;
	</TD>
	<TD width=2%>
&nbsp;	</TD>
	<TD width=10% nowrap align=left>
&nbsp;
	</TD>
	<TD width=2%>
&nbsp;	</TD>
	<TD width=2% nowrap align=left>
&nbsp;
	</TD>
</TR>
<TR>
	<TD colspan=11>
&nbsp;
	</TD>
</TR>
<TR valign="bottom">
	<TD width=14% nowrap align=left>
 &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;<FONT face="serif">(b)</FONT>&nbsp;
	</TD>
	<TD width=2%>
&nbsp;	</TD>
	<TD width=45% nowrap align=left>
<FONT face="serif">If &#147;yes&#148; to Section 3(a), did you receive</FONT>&nbsp;
	</TD>
	<TD width=2%>
&nbsp;	</TD>
	<TD width=5% nowrap align=left>
<FONT face="serif">your</FONT>&nbsp;
	</TD>
	<TD width=2%>
&nbsp;	</TD>
	<TD width=11% nowrap align=left>
<FONT face="serif">Registrable</FONT>&nbsp;
	</TD>
	<TD width=2%>
&nbsp;	</TD>
	<TD width=10% nowrap align=left>
<FONT face="serif">Securities</FONT>&nbsp;
	</TD>
	<TD width=2%>
&nbsp;	</TD>
	<TD width=2% nowrap align=left>
<FONT face="serif">as</FONT>&nbsp;
	</TD>
</TR>
<TR valign="bottom">
	<TD width=61% nowrap colspan=3 align=left>
<FONT face="serif">compensation for investment banking services to the Company?</FONT>&nbsp;
	</TD>
	<TD width=2%>
&nbsp;	</TD>
	<TD width=5% nowrap align=left>
&nbsp;
	</TD>
	<TD width=2%>
&nbsp;	</TD>
	<TD width=11% nowrap align=left>
&nbsp;
	</TD>
	<TD width=2%>
&nbsp;	</TD>
	<TD width=10% nowrap align=left>
&nbsp;
	</TD>
	<TD width=2%>
&nbsp;	</TD>
	<TD width=2% nowrap align=left>
&nbsp;
	</TD>
</TR>
</TABLE><BR>
<P align="left">
<FONT face="serif">Yes __ No __</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Note: If &#147;no&#148; to Section 3(b), the Commission&#146;s staff has indicated that you should be identified as an underwriter in the Registration Statement.</FONT></P>
<TABLE border=0 cellspacing=1 cellpadding=0>
<TR valign="bottom">
	<TD width=13% nowrap align=left>
<FONT face="serif">(c)</FONT>&nbsp;
	</TD>
	<TD width=2%>
&nbsp;	</TD>
	<TD width=84% nowrap align=left>
<FONT face="serif">Are you an affiliate of a broker-dealer?</FONT>&nbsp;
	</TD>
</TR>
<TR valign="bottom">
	<TD width=13% nowrap align=left>
<FONT face="serif">Yes</FONT>&nbsp;
	</TD>
	<TD width=2%>
&nbsp;	</TD>
	<TD width=84% nowrap align=left>
<FONT face="serif">No</FONT>&nbsp;
	</TD>
</TR>
</TABLE><BR>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(d) If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable
Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?</FONT></P>
<TABLE border=0 cellspacing=1 cellpadding=0>
<TR valign="bottom">
	<TD width=8% nowrap align=left>
<FONT face="serif">Yes</FONT>&nbsp;
	</TD>
	<TD width=2%>
&nbsp;	</TD>
	<TD width=89% nowrap align=left>
<FONT face="serif">No</FONT>&nbsp;
	</TD>
</TR>
<TR valign="bottom">
	<TD width=8% nowrap align=left>
<FONT face="serif">Note:</FONT>&nbsp;
	</TD>
	<TD width=2%>
&nbsp;	</TD>
	<TD width=89% nowrap align=left>
<FONT face="serif">If &#147;no&#148; to Section 3(d), the Commission&#146;s staff has indicated that you should be</FONT>&nbsp;
	</TD>
</TR>
</TABLE><BR>
<P align="left">
<FONT face="serif">identified as an underwriter in the Registration Statement.</FONT></P>
<P align="left">
<FONT face="serif">4. Beneficial Ownership of Securities of the Company Owned by the Selling Securityholder.</FONT></P>
<P align="left">
<FONT face="serif">Except as set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than the securities issuable pursuant to the Purchase Agreement.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(a) Type and Amount of other securities beneficially owned by the Selling Securityholder:</FONT></P>
<P align="left">
<FONT face="serif">21</FONT></P>

<HR noshade align="center" width="100%" size=2>



<!--$$/page=-->
<A name="page_22"></A>

<P align="left">
<TABLE><TR><TD nowrap>
<FONT face="serif">5. Relationships with the Company:</FONT><BR>
</TD></TR></TABLE>
</P>
<P align="left">
<FONT face="serif">Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or
has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.</FONT></P>
<P align="left">
<TABLE><TR><TD width=45>&nbsp;</TD><TD nowrap>
<FONT face="serif">State any exceptions here:</FONT><BR>
</TD></TR></TABLE>
</P>
<P align="left">
<FONT face="serif">The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains
effective.</FONT></P>
<P align="left">
<FONT face="serif">By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion of such information in the Registration Statement and the related prospectus
and any amendments or supplements thereto.  The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus.</FONT></P>
<P align="left">
<FONT face="serif">IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.</FONT></P>
<P align="left">
<FONT face="serif">Date: <BR>__________<BR> Beneficial Owner: <BR>__________________________</FONT></P>
<P align="center">
<TABLE><TR><TD align="center" nowrap>
<FONT face="serif">By: <BR>_____________________________</FONT><BR>
<BR>
<FONT face="serif">Print Name: <BR>______________________</FONT><BR>
<BR>
<FONT face="serif">Title: <BR>___________________________</FONT><BR>
</TD></TR></TABLE>
</P>
<P align="left">
<FONT face="serif">PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:</FONT></P>
<P align="left">
<FONT face="serif">22</FONT></P>

<HR noshade align="center" width="100%" size=2>


</BODY>

</HTML>

</TEXT>
</DOCUMENT>
