STOCK PURCHASE AND LOAN OPTION AGREEMENT INVESTOR RIGHTS AND STOCKHOLDER AGREEMENT

This Investor Rights and Stockholder Agreement (together with the Exhibits hereto, the “ Agreement ”), dated as of May 30, 2005, is entered into among MR3 Systems, Inc., a Delaware corporation (the “ Company ”), the persons listed on Exhibit A-1 attached hereto (collectively, the “ Management Shareholders ”), and MRD Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (the “ Investor ”).

The execution and delivery of this Agreement by the parties is a condition to the Closing of the transactions contemplated by that certain Stock Purchase and Loan Option Agreement of even date herewith (the “ Purchase Agreement ”).

The Investor and the Company desire that the transactions contemplated by the Purchase Agreement be consummated and, in connection therewith, are entering into this Agreement.

ACCORDINGLY, in consideration of the foregoing premises and the covenants, agreements, representations and warranties of the parties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

1.1    Certain Definitions . 

(a)    A used in this Agreement, the following terms will have the following respective meanings:

“ Affiliate ” means, with respect to any Person, (i) a director or officer of such Person, (ii) a spouse, parent, sibling or descendant of such Person (or a spouse, parent, sibling or descendant of any director or officer of such Person), and (iii) any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person.

“ Commission ” means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

“ Common Stock ” means the Common Stock, $.01 par value, of the Company.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Holder ” means (i) the Investor who executes this Agreement, and (ii) any assignee under Section 1.10 who holds outstanding Registrable Securities.

“ Initiating Holder ” means a Holder holding Registrable Securities who requests registration.

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“ Person ” shall be construed broadly and shall include, without limitation, an individual, a partnership, an investment fund, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

The terms “register”, “registered” and “registration” will refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act and the declaration or ordering of the effectiveness of such registration statement.

“ Registrable Securities ” means (i) the Common Stock issuable or issued upon conversion of the Series B Preferred Stock issued under the Securities Purchase Agreement, (ii) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any convertible promissory note, warrant, right, or other security issued to Investor under the Purchase Agreement, (iii) any share of Common Stock issued or issuable at any time upon exercise of the Warrant(s), issued pursuant to the Purchase Agreement (the “ Warrants ”) or (iv) shares of Common Stock issued in respect of shares referred to in the preceding clause (i), and (v) upon any stock split, stock dividend, recapitalization, or similar event; provided , however , that Registrable Securities will not include any (w) Registrable Securities sold by a Holder in a transaction in which such Holder’s rights under this Section 1 are not assigned, (x) shares of Common Stock that are included in and sold pursuant to an effective registration statement, (y) shares of Common Stock which have previously been sold to the public, or (z) securities which would otherwise be Registrable Securities held by a Holder who is then permitted to sell all of such securities within any three-month period pursuant to Rule 144.

“ Registration Expenses ” means all expenses incurred in connection with a registration under Section 1.2, 1.3 or 1.5 , including, without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, reasonable fees and expenses of one special counsel to the Holder (not to exceed $25,000) including Registrable Securities in such registration and blue sky fees and expenses, but will not include Selling Expenses.

“ Restricted Securities ” means the securities of the Company required to bear or bearing the legend set forth in Section 6.2 .

“ Rule 144 ” means Rule 144 or any successor rule as promulgated by the Commission under the Securities Act.

“ Securities ” means the Securities issued and sold by the Company to the Investor pursuant to the Purchase Agreement, including, without limitation, any shares of Common Stock issued upon exercise of the Warrant (as defined in the Purchase Agreement).

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Selling Expenses ” will include, with respect to any firm commitment, underwritten registration, all underwriting discounts and selling commissions incurred in connection with the sale of Registrable Securities in such registration.

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(b)    The following additional capitalized terms, as used in this Agreement, have the meanings given to them in the following sections or other locations of this Agreement:

1.2    Requested Registration .

(a)    Request for Registration . If the Company receives from an Initiating Holder at any time not earlier than sixty (60) days from the date of this Agreement, a written request that the Company effect a registration having aggregate proceeds which (after deduction for underwriter’s discounts and expenses related to the issuance) exceed $7,500,000, the Company will:

(i)    promptly give written notice of the proposed registration to Holder; and

(ii)    as soon as practicable, use its reasonable best efforts to effect such registration as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder joining in such request as are specified in a written request delivered to the Company within twenty (20) days after receipt of such written notice from the Company pursuant to clause (i) above; provided , however , that the Company will not be obligated to effect more than two registrations under this Section 1.2 .

The registration statement filed pursuant to the request of the Initiating Holder, may, subject to the provisions of Sections 1.2(c) and 1.3 , include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration. In addition, the Company will have the right to include any of its securities in any such registration.

(b)    Underwriting . The right of any Holder to registration pursuant to this Section 1.2 will be conditioned upon such Holder’s participation in the related underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. A Holder may elect to include in such underwriting all or a part of the Registrable Securities held by such Holder.

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(c)    Procedures and Cutback . If holders of securities of the Company (other than Holder) who are entitled by contract with the Company to have securities included in such a registration (such other shareholders being collectively referred to as the “ Other Shareholders ”) request such inclusion, the Initiating Holder will, on behalf of all Holders, offer to include the securities of such Other Shareholders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Agreement. All Holders proposing to distribute their securities through such underwriting will (together with the Company and Other Shareholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters (the “ Underwriter ”) selected for such underwriting by the Company, acting in its reasonable discretion, and approved by the Initiating Holder. Notwithstanding any other provision of this Section 1.2 , if the Underwriter, in its sole discretion, determines that marketing factors require a limitation on the number of shares to be underwritten, the Underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. The Company will so advise all such Other Shareholders requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting will be allocated in the following order of priority: first, to the Initiating Holder and any other Holders; second, to Other Shareholders as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration at the time of filing the registration statement, and third, to the Company with respect to any securities which it desires to sell for its own account. If any Holder or Other Shareholder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the Underwriter. Any Registrable Securities excluded or withdrawn from such underwriting will be withdrawn from such registration.

1.3    Company Registration . 

(a)    If the Company determines at any time, and from time to time, to register any of its securities for its own account or for the account of any other person (other than a registration under Section 1.2 or 1.5 , a registration relating solely to employee benefit plans or a registration relating solely to a transaction covered by Rule 145 promulgated under the Securities Act or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities), the Company will:

(i)    promptly give to Holder written notice thereof; and

(ii)    include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all of the Registrable Securities specified in a written request or requests made by Holder within twenty (20) days after receipt of the written notice from the Company described in clause (i) above (“ Piggyback Registration Rights ”), except as set forth in Section 1.3(b) below. Such written request may specify all or a part of Holder’s Registrable Securities.

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(b)    Underwriting . If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company will so advise Holder as a part of the written notice given pursuant to Section 1.3(a)(i) . In such event the right of Holder to registration pursuant to Section 1.3 will be conditioned upon Holder’s participation in such underwriting and the inclusion of Holder’s Registrable Securities in the underwriting to the extent provided herein. The Holder (together with the Company and the Other Shareholders distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the Underwriter selected for underwriting by the Company. Notwithstanding any other provision of this Section 1.3 , if the Underwriter in its sole discretion determines that marketing factors require a limitation on the number of shares to be underwritten, the Underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. The Company will so advise Holder and Other Shareholders requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting will be allocated in the following order or priority: first, to the Company with respect to securities to be sold for its own account; second, to the Holder; and third to Other Shareholders proposing to distribute their securities through such underwriting (pro rata among them on the basis of the number of securities requested to be included in such registration by such Other Shareholders); provided , however , that in no event will the Registrable Securities requested to be included by the Holder be reduced to a number that is less than 10% of the total number of securities to be included in such registration and underwriting by persons (including the Company) distributing shares through such underwriting. If Holder or Other Shareholders disapprove of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the Underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting will be withdrawn from such registration.

1.4    Rights of Holder . From and after the date of this Agreement, the Company shall not grant any other registration rights superior to, pari   passu with, or which conflict in any way with those granted to the Investor without the consent of the Investor.

1.5    Registration on Form S-3 .

(a)    After the Company has qualified as a registrant whose securities may be sold pursuant to Form S-3 (or any similar successor form), it will forthwith notify Holder that the Company so qualifies. After the Company has qualified for the use of Form S-3, the Holder will have the right to request one registration on Form S-3 during any nine-month period (such requests will be in writing and will state the number of Registrable Securities to be disposed of and the intended method of disposition of such Registrable Securities by Holder); provided , however , that the Company will not be required to effect a registration pursuant to this Section 1.5 (i) unless the Holder proposes to dispose of Registrable Securities having an aggregate public offering price (before deduction of underwriting discounts and sales commissions) of at least $1,000,000 or (ii) within six months following the effective date of any registration statement (other than a registration statement with respect to an employee stock plan or a registration of securities in a Rule 145 transaction).

(b)    The Company will give notice to Holder of the receipt of a request for registration pursuant to this Section 1.5 and will provide a reasonable opportunity for Holder to participate in the registration. Subject to the foregoing, the Company will use commercially reasonable efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by Holder for purposes of disposition. The Company and Other Shareholders will have the right to participate in such registration in the manner provided in Section 1.2 , except that in the event the Underwriter determines that market factors require a limitation on the number of shares to be underwritten, then shares will be excluded from such registration and underwriting pursuant to the allocation method (and subject to any limitations) described in Section 1.2(c) . Any registration pursuant to this Section 1.5 will not be counted as a registration pursuant to Section 1.2(a) .

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1.6    Expenses of Registration . All Registration Expenses incurred in connection with any registration hereunder will be borne by the Company. All Selling Expenses incurred in connection with any registration hereunder will be borne by the holders of the securities to be registered and sold pro rata on the basis of the number of their shares so registered and sold. The Company will not be required to pay any Registration Expenses if, as a result of the withdrawal of a request for registration the Initiating Holder (if such registration is requested pursuant to Section 1.2(a) above), or the requesting Holder (if such registration is requested pursuant to Section 1.5(a) above), the registration statement does not become effective; provided , however , that if at the time of such withdrawal, the Initiating Holder has learned of a material adverse change in the condition, business, or prospects of the Company from that known to such Holder at the time of its request and has withdrawn the request, in writing, within ten (10) days following disclosure by the Company of such material adverse change, then the Holder will not be required to pay any of such expense and such registration will not be considered a registration for purposes of Section 1.2(a) or 1.5(a) . If the Company is not required to pay any Registration Expenses as a result of such a withdrawal, then the Holder and Other Shareholders requesting registration will bear such Registration Expenses pro rata on the basis of the number of their shares so included in the registration request, and such registration will not be considered a registration for purposes of Section 1.2(a) or 1.5(a) .

1.7    Additional Registration Procedures . In the case of each registration, qualification or compliance effected by the Company pursuant to this Section 1 , the Company will keep Holder advised in writing as to the initiation of each registration, qualification and compliance and as to the completion thereof. At its expense the Company will:

(a)    Use its reasonable best efforts to register and qualify the securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions as may be reasonably requested by the Holder; provided , however , that the Company will not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;

(b)    Keep such registration effective until the earliest to occur of the following: (i) all Registrable Securities registered pursuant to Section 1.2 , 1.3 or 1.5 , as the case may be, have been sold; (ii) the Holder of the Registrable Securities registered thereunder agrees to terminate the registration; (iii) the registration rights of Holder terminates under Section 1.2 , 1.3 or 1.5 , as the case may be; (iv) ninety (90) days have elapsed since the date the registration was declared or ordered effective or (v) the Registrable Securities registered thereunder can be sold pursuant to Rule 144.

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

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(d)    Notify Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such 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 in the light of the circumstances then existing;

(e)    Furnish, at the request of Holder, on the date that such Registrable Securities are delivered to the Underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through Underwriters, or, if such securities are not being sold through Underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) a copy of an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the Underwriters, if any, and (ii) a copy of a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the Underwriters, if any;

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

(g)    Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.

1.8    Indemnification . 

(a)    To the extent permitted by law, the Company will indemnify Holder, each of such Holder’s officers, directors, members and partners and each person controlling such Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, against all expenses, claims, losses, damages and liabilities (or actions in respect thereof) to which they may become subject under the Securities Act, the Exchange Act or other federal or state securities laws, including, without limitation, any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement or prospectus, or any amendment or supplement thereto, incident to any such registration, or any such document, offering circular or other document incident to such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act, the Exchange Act or other federal or state securities laws applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse Holder and each officer, director, member, partner and person controlling such Holder for any legal and any other expenses reasonably incurred, within thirty (30) days after a request for reimbursement has been

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received by the Company, in connection with investigating, defending or settling any such claim, loss, damage, liability or action; provided , however , that the Company will not be liable to Holder under this Section 1.8(a) in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished to the Company by Holder or its authorized agents specifically for purposes of inclusion in such registration statement or prospectus; and provided   further , however , that the indemnity agreement contained in this Section 1.8(a) will not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent will not be unreasonably withheld.

(b)    To the extent permitted by law, Holder will, if Registrable Securities held by such Holder are included in the securities as to which a registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers and each Underwriter, if any, of the Company’s securities covered by a registration statement or prospectus relating to such registration, qualification or compliance, each person who controls the Company or such other person within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) to which any of the foregoing persons may become subject under the Securities Act, the Exchange Act or other federal or state securities laws, including, without limitation, any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement of a material fact contained in any such registration statement or prospectus, and any amendment or supplement thereto, incident to any such registration, or any such document, offering circular or other document incident to such qualification or compliance, or any omission to state therein a material fact necessary to make the statements therein not misleading, and will reimburse the Company, such directors, officers, legal counsel, accountants, Underwriters or control persons for any legal or any other expenses reasonably incurred, within thirty (30) days after a request for reimbursement has been received by the indemnifying Holder, in connection with investigating, defending or settling any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder or its authorized agent specifically for purposes of inclusion in such registration statement, prospectus, offering circular or other document; provided , however , that the indemnity agreement contained in this Section 1.8(b) will not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder from which indemnification is sought pursuant to this Section  0 in respect of such loss, claim, damage, liability or action, which consent will not be unreasonably withheld; and provided   further , however , that Holder’s liability for indemnification hereunder will be limited to the amount of net proceeds, if any, received by Holder from the sale of securities described in the first sentence of this Section 1.8(b) .

(c)    Each party entitled to indemnification under this Section 1.8 (the “ Indemnified Party ”) will give notice to the party required to provide indemnification (the “ Indemnifying Party ”) promptly after such Indemnified Party has actual knowledge of any claim, loss, damages or liability (or action in respect thereof) as to which indemnity may be sought and will permit the Indemnifying Party to assume the defense of any such claim, loss, damages or liability (or action in respect thereof); provided , however , that counsel for the Indemnifying Party, who will conduct the defense of such claim, loss, damages or liability (or action in respect thereof), will be subject to approval by the

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Indemnified Party (whose approval will not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party’s expense, including any legal fees incurred; and provided   further , however , that the failure of any Indemnified Party to give notice as provided herein will not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party’s ability to defend against such claim or litigation is impaired as a result of such failure to give notice. No Indemnifying Party, in the defense of any such claim, loss, damages or liability (or action in respect thereof), will, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party will furnish such information regarding itself or the claim, loss, damages or liability (or action in respect thereof) in question as an Indemnifying Party may reasonably request in writing and as is reasonably required in connection with defense of the same.

(d)    If the indemnification provided for in this Section 1.8 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage, or expense referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, will contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party will be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

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

(f)    The obligations of the Company and Holder under this Section 1.7 will survive the completion of any offering of Registrable Securities in a registration statement under Sections 1.2 , 1.3 and 1.5 , and otherwise.

(g)    Information by Holder . The Holder holding securities included in any registration will furnish to the Company such information regarding such Holder as the Company may reasonably request in writing and as will be reasonably required in connection with any registration, qualification or compliance referred to in this Agreement.

1.9    Rule 144 Reporting . With a view to making available the benefits of certain rules and regulations of the Commission which may permit the sale of the Restricted Securities to the public without registration, the Company agrees to:

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(a)    Make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act;

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

(c)