ONE-TIME WAIVER OF REGISTRATION RIGHTS

Exhibit 4.9

ONE-TIME WAIVER OF REGISTRATION RIGHTS
September 9, 2005

      WHEREAS , the Company intends to sell certain shares of its Common Stock to the public pursuant to an anticipated firm commitment Initial Public Offering with Capital Growth Financial LLC (the “Underwriter”) for approximately $25,000,000 (the “IPO”);

      WHEREAS , the Underwriter has required waiver of any and all registration rights by all existing security holders as a condition to moving forward with and closing the IPO;

      WHEREAS , the undersigned holds shares of the Company’s common stock, or options, warrants or other rights to purchase shares of the Company’s stock;

      WHEREAS, the undersigned wishes to consent to a one-time waiver of any and all