CREDITORS RIGHTS AGREEMENT

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and Creditor agree as follows:

1.  Release.  Creditor agrees to execute and deliver the Release and Company agrees to issue to Creditor equity in the Company in amounts and having the rights, preferencesas .

(a) From the date hereof until the date that is the earlier of the closing or termination of the Asset Purchase Agreement (the “Rights Period”), in the event the Company or any Subsidiary shall issue any Common Stock or Common Stock Equivalents, in exchange for the release and satisfaction of any indebtedness of the Company outstanding on the date of this Rights Agreement, in transaction other than in an Exempt Transaction (a “Subsequent Conversion”), the Company will notify the Creditor of the terms and amount of indebtedness of the Company to be so converted n ot less than ten business before the closing of such Subsequent Conversion and permit the Creditor to convert or exchange all or any portion of Qualifying Claims into Common Stock or Common Stock Equivalents as the case may be on the same terms as the Subsequent Conversion at the time such Subsequent Conversion closes.

(b) In addition, during the Rights period,  in event the Creditor has exchanged or released any Qualifying Claims in a Subsequent Conversion and the Company proposes (and each time the Company proposes) to effect a Subsequent Conversion at an effective price per share less than the per share purchase price at which the Creditor has participated in a Subsequent Conversion (subject to prior adjustment for reverse and forward stock splits and the like) (the “Discounted Conversion Price,” as further defined below), the Company shall issue to such Creditor that number of additional shares of Common Stock or Common Stock equivalents, as the case may be equal to (a) the amount of Qualifying Claims exchanged or previously released by Creditor at the closing of the last Subsequent divided by the Discounted Purchase Price, less (b) the number of shares of Common Stock or Common Stock issued to the Creditor Investor at the closing of such prior Subsequent Conversion. The term “Discounted Conversion Price” shall mean the amount of claims actually exchanged or released by third parties for each share of Common Stock. The issuance of Common Stock Equivalents shall be deemed to have occurred at the time of the issuance of the Common Stock Equivalents and the Discounted Conversion Price covered thereby shall also include the actual exercise or conversion price thereof at the time of the conversion or exercise (in addition to the amount of indebtedness of the Company exchanged or released per share of Common Stock underlying the Common Stock Equivalents received by the Company upon such issuance of the Common Stock Equivalents).

(c) The Company shall not refuse to issue the Creditor Shares hereunder based on any claim that the Creditor or anyone associated or affiliated with the Creditor has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtained. Nothing herein shall limit the Creditor’s right to pursue actual damages for the Company's failure to deliver Shares hereunder and the Creditor shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. Notwithstanding anything to t he contrary herein, this Section 2 shall not apply in respect of an Exempt Issuance. Additionally, prior to any issuance to the Creditor pursuant to this Section 2, the Creditor shall have the right to irrevocably defer such issuances to the Creditor under this Section 2, in whole or in part, for continuous periods of not less than 75 days.

(d) For the purposes of this Rights Agreement, in the event the Subsequent Conversion is of principal or interest due on Bridge Notes, the calculation of Discount Conversion Price shall be made by reference to 150% of the amount of principal and interest exchanged or released in such Subsequent Conversion.

3.  Voting Agreement.  In the event a subsequent stockholder vote or consent is required with respect to the transactions contemplated by the Asset Purchase Agreement, Creditor,  hereby agrees to vote or exercise its right to consent with respect to all Creditor Shares that Creditor is entitled to vote at the time of any vote or action by written consent to approve the Asset Purchase Agreement, the sale of assets contemplated thereby and all agreements related thereto, including the License Agreement.

4.  No Reliance Upon Representations.  Each party represents and acknowledges that in executing this Rights Agreement, [he/she/it] does not rely and has not relied upon any representation or statement made by the other party or by any of the other party’s past or present affiliates, agents, representatives, employees or attorneys with regard to the subject matter, basis or effect of this Rights Agreement, other than as set forth in this Rights Agreement.

5.  Acknowledgement.  Each party acknowledges that (a) it has been represented by independent counsel in reviewing this Rights Agreement, (b) it understands the provisions of this Rights Agreement and knowingly and voluntarily agrees to be bound by them, (c) the consideration recited is all that the parties are to receive, (d) this Rights Agreement shall not be subject to any claim of mistake of fact and (e) this Rights Agreement the parties full and complete agreement on the matters herein.

6.  Representations and Warranties. Each party to this Rights Agreement represents and warrants as follows: (a) such party has all requisite power and authority to execute and deliver this Rights Agreement and to perform its obligations hereunder [or, if such party is an individual, such party has the legal capacity to execute and deliver this Rights Agreement and to perform [his/her] obligations hereunder]; (b) the execution and delivery of this Rights Agreement by such party and the consummation of the transactions contemplated hereby do not require the consent of any person or entity that has not been obtained; (c) this Rights Agreement is the va lid and binding agreement of such party enforceable against such party in accordance with its terms, except to the extent that enforceability thereof may be limited by general equitable principles or the operation of bankruptcy, insolvency, reorganization, moratorium or similar laws; and (d) the execution and delivery of this Rights Agreement by such party and the consummation of the transactions contemplated hereby do not contravene, conflict with, or result in a violation of any of the terms or requirements of, or give rise to any right to terminate or modify any contract to which the such party is a party or is bound.

7.  Miscellaneous.  This Rights Agreement (a) shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts entered into and to be performed wholly within said State, (b) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, superseding all prior agreements, written or oral, (c) may not be amended, except in writing, (d) may be executed in counterparts, (e) shall be enforceable, notwithstanding the unenforceability of any particular provision hereof, with respect to all other provisions hereof, (f) may not be assigned by either party, except wit h the prior written consent of the other party, and (g) is binding upon and shall inure to the benefit of anyone who succeeds to the rights, interests or responsibilities of the parties.

8.  Definitions.  In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings indicated in this Section 5: 

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 144 under the Securities Act. With respect to a Investor, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as such Investor will be deemed to be an Affiliate of such Investor.