Registration Rights Agreement

1.8           “ Prospectus ” 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 under the Securities Act), as amended or supplemented by any Prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by 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.

1.9           “ Registrable Shares ” means the shares of Common Stock purchased by DHW pursuant to the Debt Conversion Agreement; provided, however, that such shares of Common Stock shall no longer be Registrable Shares (A) when they shall have been effectively registered under the Securities Act and sold by DHW in accordance with such registration or sold by DHW pursuant to Section 4(1) of the Securities Act or Rule 144, (B) when registration under the Securities Act would no longer be required for the immediate sale of all such shares of Common Stock pursuant to the provisions of Rule 144, or (C) on or after the date which is three years after the Closing Date.

1.10         “ Registration Statement ” means a Registration Statement filed on Form S-3 (or such other form as is then available to the Company) under the Securities Act to permit the resale of the Registrable Shares, including the Prospectus, amendments and supplements to each such Registration Statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such Registration Statement.

1.11         “ Register,” “registered” and “registration ” refer to a registration effected by preparing and filing a Registration Statement and the declaration or ordering of the effectiveness of such Registration Statement.

1.12         “ Rule 144 ” promulgated by the Commission under the Securities Act, as such rule may be amended from time to time, or any successor rule thereto.

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

1.14         “ Shares ” means the shares of Common Stock issuable pursuant to the Debt Conversion Agreement.

Section 2.              Registration Rights .

2.1           Initial Registration .  The Company shall prepare and file with the Commission, not later than 90 days after the Closing Date, a Registration Statement covering 4,666,666 Registrable Shares to be registered under the Securities Act on a non-underwritten basis.

2.2           Additional Registration .  At least six months after the Closing Date, if DHW has sold all of the Registrable Shares included in the initial Registration Statement, DHW may request the filing of an additional Registration Statement covering up to 4,666,666 Registrable Shares (a “Registration Request”).  Upon receipt of a Registration Request, the Company shall

2

use best commercial efforts to, within 45 days of the Registration Request, prepare and file a Registration Statement covering the shares which are the subject of the Registration Request and shall use best commercial efforts to cause such Registration Statement to become effective as soon as is practicable following its filing.  Upon the sale of all of the Registrable Shares included in such Registration Statement, DHW may submit an additional Registration Request covering up to 4,666,666 Registrable Shares and the Company will follow the same procedure of preparing, filing and seeking effectiveness of a Registration Statement covering the shares which are the subject of such Registration Request.  The procedure set forth in the immediately preceding sentence will be followed until all of the Registrable Shares have been sold; provided, however, that this Section 2.2 shall not obligate the Company to file (a) more than six Registration Statements (including the initial Registration Statement) in total, (b) Registration Statements any more frequently than one every six months, nor (c) any Registration Statement more than three years after the Closing Date.  If for any reason the Commission does not permit registration of all of the Registrable Securities included in any Registration Statement filed pursuant this Section 2.2, then the Company’s obligation to register the affected shares shall cease.

2.3           Underwritten Offering .  If DHW intends to distribute the Registrable Shares covered by any Registration Statement filed hereunder, DHW shall so inform the Company in the related Registration Request.  DHW shall select the underwriter with the written approval of the Company, which approval shall not be unreasonably withheld.

2.4           Abandonment of Registration .  In the event that DHW determines for any reason not to proceed with a registration at any time before a Registration Statement has been declared effective by the Commission, and such Registration Statement, is withdrawn with respect to the Registrable Shares covered thereby, DHW agrees to bear its own expenses incurred in connection therewith and to reimburse the Company for the reasonable expenses incurred by it attributable to the registration of such Registrable Shares, and if DHW in fact so reimburses the Company, then DHW shall not be deemed to have exercised its right to require the Company to register Registrable Shares pursuant to Section 2.2.

Section 3.              Registration Procedures .  When the Company is required by the terms of this Agreement to effect the registration of Registrable Shares under the Securities Act, the Company will do the following:

3.1           Filing .  Prepare and file with the Commission a Registration Statement with respect to such securities, and use best commercial efforts to cause such Registration Statement to become and remain effective for such period as may be reasonably necessary to effect the sale of such securities; provided, however, such period shall not exceed the earlier to occur of (i) the completion by the underwriters of the distribution pursuant to such Registration Statement or (ii) as set forth in Section 3.2 (the “ Effectiveness Period ”).

(a)           Not less than four trading days prior to the filing of a Registration Statement or any related Prospectus or any amendment or supplement thereto, the Company shall furnish to each Holder copies of the “Selling Stockholders” section of such document, the “Plan of Distribution” and any risk factor section contained in such document that addresses

3

specifically the transactions under the Debt Conversion Agreement or the selling stockholders, as proposed to be filed.

(b)           (i)  Prepare and file with the Commission such amendments, including post effective amendments, to each Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective as to the applicable Registrable Securities for its Effectiveness Period; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to each Registration Statement or any amendment thereto; and (iv) comply in all material respects with the provisions of the Securities Act with respect to the Registration Statements.

(c)           Notify the Holders as promptly as reasonably possible (and, in the case of (i)(A) below, not less than three trading days prior to such filing) (i)(A) when a Prospectus or any Prospectus supplement or post effective amendment to a Registration Statement is proposed to be filed; (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement; and (C) with respect to each Registration Statement or any post effective amendment, when the same has become effective; (ii) of any request by the Commission or any other Federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(d)           Use its reasonable commercial efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction.

(e)           Prior to any public offering of Registrable Securities, to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws a mutually agreeable number of jurisdictions within the United States, to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things necessary or

4

advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statements except that the Company shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified. .

(f)            Upon the occurrence of any event contemplated by Section 3.1(c)(v), as promptly as reasonably possible, prepare a supplement or amendment, including a post effective amendment, to the affected Registration Statements or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, no Registration Statement nor any Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

3.2           Period of Effectiveness .  Prepare and file with the Commission such amendments to such Registration Statement and supplements to the Prospectus contained therein as may be necessary to keep such Registration Statement effective for such period as may be reasonably necessary to effect the sale of such securities, provided, however, such period shall not exceed the earlier to occur of (i) the completion by the underwriters of the distribution pursuant to such Registration Statement, (ii) three years after the Closing Date, or (iii) a reasonable determination by the Company that the Shares covered by the Registration Statement may be sold in their entirety under Rule 144.

3.3           Copies .  Furnish to DHW and to the underwriters of the securities being registered, if any, such reasonable number of copies of the Registration Statement, preliminary Prospectus, final Prospectus and such other documents as DHW and such underwriters may reasonably request in order to facilitate the public offering of such securities.

3.4           Holder Sales; Discontinuance and Allowed Suspension .  Each Holder covenants and agrees that it will not sell any Registrable Securities under the Registration Statement until the Company has electronically filed the final Prospectus as then amended or supplemented as contemplated in Section 3.1 and the Holder has received notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective.  Each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in S