STOCKHOLDERS RIGHTS AGREEMENT

1.  

Definitions . As used herein, the following terms have the following meanings:

2.  

Right of Refusal on Corporation Issuances- Preemptive Rights.

2.1.  

Subject to the foregoing provision, each Major Holder has rights of first refusal to purchase for its own account and not for resale, pro rata, all or any part of New Securities that the Corporation may, from time to time, propose to sell and issue. The Major Holder's pro rata share shall be the ratio of the number of shares of the Corporation's stock issued and outstanding then held by the Major Holder as of the date of the Rights Notice (as defined below), to the total number of shares of the Corporation's stock issued and outstanding on such date held by the Major Holders as of such date.

2.2.  

" New Securities " shall mean any securities of any type whatsoever that are, or may become, convertible into said shares of the Corporation, except for: (i) securities issued by reason of a dividend, stock split, split-up or other stock distribution (ii) securities issued pursuant to the grant of securities or shares pursuant to a stock purchase or stock option plan approved by the Board of Directors of the Company (" Board "); (iii) any securities issued in an initial public offering of Corporation's shares.

2.3.  

If the Corporation proposes to issue New Securities, it shall give the Stockholders written notice (the " Rights Notice ") of its intention, describing the New Securities, the price, the general terms upon which the Corporation proposes to issue them and the number of shares that the Stockholder has the right to purchase under this Agreement.

2.4.  

Each Stockholder shall have  Fourteen (14) days from delivery of the Rights Notice to agree to purchase up to the full amount of its pro rata share of such New Securities (the " Basic Amount ") for the price and upon the general terms specified in the Rights Notice, by giving written notice to the Corporation setting forth the quantity of New Securities to be purchased and, if such Stockholder shall elect to purchase all of its Basic Amount, such additional portion of the New Securities as such Stockholder shall indicate it will purchase should other Stockholder subscribe for less than their pro rata portion of the New Securities (the " Under-subscription Amount "). Failure by a Stockholder to respond to the Rights Notice within such Fourteen (14) day period will be deemed an unconditional waiver of the right to participate in such issuance of New Securities.

2.5.  

If the Basic Amounts subscribed for by all Major Holders are less than the total amount of the New Securities, then each Stockholder who has set forth Under-subscription Amounts in its notice of acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Under-subscription Amounts it has subscribed for; provided , however , that should the Under-subscription Amounts subscribed for exceed the difference between the New Securities and the Basic Amounts subscribed for (the " Available Under-subscription Amount "), each Major Holder who has subscribed for any Under-subscription Amount shall be entitled to purchase only that portion of the Available Under-subscription Amount as the Under-subscription Amount subscribed for by such Stockholder bears to the total Under-subscription Amounts subscribed for by all Major Holders, subject to rounding by the Board to the extent it reasonably deems necessary.

2.6.  

If the Major Holders fail to exercise in full the right of first refusal set forth in this Section 2 within the period specified above, the Corporation shall have Ninety (90) days after delivery of the Rights Notice to sell the unsold New Securities at a price and upon general terms no more favorable to the purchasers thereof than specified in the Rights Notice. The Corporation and the Major Holders shall be obligated to consummate the purchase of such New Securities only to the aggregate extent set forth in the Rights Notices, and only if the Corporation consummates the sale of the balance of the offered New Securities not purchased by the participating Major Holders, pursuant to the terms described in such Rights Notice. If the Corporation has not sold the New Securities within said Ninety (90) day period, the Corporation shall not thereafter issue or sell any New Securities without first offering such securities to the Major Holders in the manner provided above.

2.7.  

The aforesaid right to purchase the Under-subscription Amount may be waived by any or all Major Holders by an affirmative vote or a written consent.

3.  

Right of Refusal on Dispositions by the Common Holders and a Right to Tag Along .

3.1.  

Until completion of a Registration, if any of the Major Holders (each, a " Selling Stockholder "), wishes to sell, assign transfer or otherwise dispose of any or all shares owned by him pursuant to the terms of a bona fide offer received from a third party, he shall submit a written offer to sell such shares to the  other Major Holders, on terms and conditions, including price, not less favorable to them than those on which he proposes to sell such shares to such third party (the " Offer "). The Offer shall disclose the identity of the proposed purchaser or transferee, the shares proposed to be sold or transferred (all such shares being referred to as the " Offered Shares "), the agreed terms of the sale or transfer and any other material facts relating to the sale or transfer.

3.2.  

The Major Holders shall have the right to purchase, on the same terms and conditions set forth in the Offer, his Pro Rata of the Offered Shares. For the purpose hereof " Pro Rata Portion " shall mean the aggregate Offered Shares multiplied by a fraction, the numerator of which is the number of shares of the Corporation then owned by such Major Holder and the denominator of which is the aggregate number of shares of the Corporation then held by all Major Holders.

3.3.  

If a Major Holder does not wish to purchase his/her/its Pro Rata Fraction, then any other Major Holder who so elects shall have the right to purchase, on a pro rata basis with any other Major Holder who so elects any Pro Rata Fraction not purchased by an Major Holder. Each Major Holder shall act upon the Offer as soon as practicable after receipt of the Offer, and in all events within 60 days after receipt thereof (" Offer Period "). Each Major Holder shall have the right to accept the Offer as to all or part of his/her/its Pro Rata Fraction of the Offered Shares offered thereby. In the event that a Major Holder shall elect to purchase all or part of the Offered Shares covered by the Offer, said Major Holder shall individually communicate in writing such election to purchase to the Selling Stockholder who has made the Offer, which communication shall be delivered by hand, fax or mailed to the Selling Stockholder at the address set forth below and shall, when taken in conjunction with the Offer be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of the shares covered thereby.

3.4.  

In the event that the Major Holders do not offer to purchase all of the Offered Shares pursuant to and within the Offered Period, such shares shall not be subject to the requirements of a prior offer and re-sale pursuant to this Section 8, and all of the Offered Shares may be sold by the Selling Stockholder at any time within 120 days after the expiration of the Offer. Any such sale shall be at not less than the price and upon other terms and conditions, if any, not more favorable to the purchaser than those specified in the Offer. Any sale of Offered Shares not sold within such 120 day period shall again be subject, following such period, to the requirements of a prior offer and re-sale pursuant to this Section 3.

3.5.  

In lieu of its rights to purchase the Offered Shares as per the foregoing, each Major Shareholder shall have a right, by providing the Selling Shareholder with a written notice to that effect within 15 days from the date of the Offer, to participate in the sale by a Selling Shareholder and to sell on account of the Selling Shareholder and in its stead, an amount of shares out of the Offered Shares that corresponds to the ratio of holdings between the Selling Shareholder and the Major Shareholder.

4.  

Permitted Transfers .