EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENTREGISTRATION RIGHTS AGREEMENT, dated as of June 26, 2006, betweenINCENTRA SOLUTIONS, INC., a Nevada corporation (the “Company”) and the personsor entities identified on the signature pages hereto as the “Shareholders” andany other person or entity who may later become a party to this Agreement bysigning a Joinder Agreement in substantially the form attached hereto as ExhibitA and their respective successors and assigns (each a “Shareholder”, andcollectively “Shareholders”). W I T N E S S E T H: – – – – – – – – – – WHEREAS, pursuant to the terms of a Note Purchase Agreement dated as ofJune 9, 2006 (the “Purchase Agreement”) between the Company and Shareholders,the Company has agreed to issue to the Shareholders Notes and Warrantsconvertible into or exercisable for such number of shares of Common Stock, $.001par value, of the Company (the “Common Stock”) as determined in the Note and/orWarrant; and WHEREAS, as a condition precedent to the consummation of thetransactions contemplated by the Purchase Agreement, the Company has agreed toprovide certain registration rights pursuant to the terms of this Agreement; NOW, THEREFORE, in consideration of the mutual covenants andobligations hereinafter set forth, the parties hereto, intending to be legallybound, hereby agree as follows: 1. DEFINITIONS. For purposes of this Agreement, capitalized terms usedherein shall have the meanings set forth in the preambles hereto and in thisSection 1. 1.1 “COMMISSION” shall mean the Securities and ExchangeCommission or any other federal agency at the time administering the SecuritiesAct. 1.2 “COMMON STOCK” shall mean the common stock, par value$.001 per share, of the Company or, in the case of a conversion,reclassification or exchange of such shares of such Common Stock, shares of thestock issued or issuable in respect of such shares of Common Stock, and allprovisions of this Agreement shall be applied appropriately thereto and to anystock resulting therefrom. 1.3 “CONVERTIBLE NOTES” shall have the meaning set forth inthe Note Purchase Agreement. 1.4 “EFFECTIVENESS DATE” means a date no later than onehundred fifty (150) days following the date hereof. 1.5 “EFFECTIVENESS PERIOD” has the meaning set forth inSection 2(a). 1 1.6 “EXCHANGE ACT” shall mean the Securities Exchange Act of1934, as amended, or any similar federal statute enacted hereafter, and therules and regulations of the Commission thereunder, all as the same shall be ineffect from time to time. 1.7 “FILING DATE” means a date no later than ninety (90) daysfollowing the date hereof. 1.8 “HOLDER” shall mean any holder of Registrable Securities;provided, however, that any Person who acquires any of the RegistrableSecurities in a distribution pursuant to a registration statement filed by theCompany under the Securities Act or pursuant to a public sale under Rule 144under the Securities Act or any similar or successor rule shall not beconsidered a Holder. 1.9 “PERSON” shall mean any individual, firm, corporation,partnership, trust, incorporated or unincorporated association, joint venture,joint stock company, government (or an agency or political subdivision thereof)or other entity of any kind. 1.10 “PROSPECTUS” means the prospectus included in theRegistration Statement (including, without limitation, a prospectus thatincludes any information previously omitted from a prospectus filed as part ofan effective registration statement in reliance upon Rule 430A promulgated underthe Securities Act), as amended or supplemented by any prospectus supplement,with respect to the terms of the offering of any portion of the RegistrableSecurities covered by the Registration Statement, and all other amendments andsupplements to the Prospectus, including post-effective amendments, and allmaterial incorporated by reference or deemed to be incorporated by reference insuch Prospectus. 1.11 “REGISTER”, “REGISTERED” and “REGISTRATION” shall referto a registration effected by preparing and filing a registration statement withthe Commission in compliance with the Securities Act and applicable rules andregulations thereunder, and the declaration or ordering of the effectiveness ofsuch registration statement by the Commission. 1.12 “REGISTRABLE SECURITIES” shall mean the shares of CommonStock issued to the Shareholder on conversion of the Notes and/or exercise ofthe Warrants; PROVIDED, HOWEVER, that such shares of Common Stock shall only betreated as Registrable Securities hereunder if and so long as they have not beensold in a registered public offering or have not been sold to the publicpursuant to Rule 144 under the Securities Act or any similar or successor rule. 1.13 “REGISTRATION EXPENSES” shall mean all expenses incurredby the Company in compliance herewith, including, without limitation, allregistration and filing fees, printing expenses, fees and disbursements ofcounsel for the Company, blue sky fees and expenses, the reasonable fees andexpenses (subject to documentation thereof) of one counsel for all Holders andOther Stockholders that offer securities being sold pursuant to the ExistingRights Agreements, and the expense of any special audits incident to or requiredby any such registration 2(but excluding the compensation of regular employees of the Company, which shallbe paid in any event by the Company). 1.14 “SECURITIES ACT” shall mean the Securities Act of 1933,as amended, or any similar federal statute enacted hereafter, and the rules andregulations of the Commission thereunder, all as the same shall be in effectfrom time to time. 1.15 “SELLING EXPENSES” shall mean all underwriting discountsand commissions applicable to the sale of Registrable Securities. 2. REGISTRATION. (a) On or prior to the Filing Date the Company shall prepare and filewith the Commission a Registration Statement covering the Registrable Securitiesfor a selling stockholder resale offering to be made on a continuous basispursuant to Rule 415. The Company shall cause the Registration Statement tobecome effective and remain effective as provided herein. The Company shall useits reasonable commercial efforts to cause each Registration Statement to bedeclared effective under the Securities Act as promptly as possible after thefiling thereof, but in any event no later than the Effectiveness Date. TheCompany shall use its reasonable commercial efforts to keep each RegistrationStatement continuously effective under the Securities Act until the date whichis the earlier date of when (i) all Registrable Securities covered by suchRegistration Statement have been sold, or (ii) all Registrable Securitiescovered by such Registration Statement may be sold immediately withoutregistration under the Securities Act and without volume restrictions pursuantto Rule 144(k), as determined by the counsel to the Company pursuant to awritten opinion letter to such effect, addressed and acceptable to the Company’stransfer agent and the affected Holders or (iii) except with respect to theshares issuable upon the exercise of the Warrants issued in connection with theNote, all amounts payable under the Note have been paid in full (each, an”Effectiveness Period”). (b) Within three business days of the Effectiveness Date, the Companyshall cause its counsel to issue a blanket opinion substantially in the formattached hereto as Exhibit C, to the transfer agent stating that the shares aresubject to an effective registration statement and can be reissued free ofrestrictive legend upon notice of a sale by the Purchaser and confirmation bythe Purchaser that it has complied with the prospectus delivery requirements,provided that the Company or such counsel has not advised the transfer agentorally or in writing that the opinion has been withdrawn. Copies of the blanketopinion required by this Section 2(b) shall be delivered to the Purchaser withinthe time frame set forth above. (c) In the event that the Registration Statement is either (i) notfiled on or before the Filing Date, or (ii) not effective on or before theEffective Date (either event a “Filing Deficiency”), the Company shall pay toHolder, in cash, an amount equal to two percent (2%) of the then outstandingprincipal amount of Convertible Notes held by Holder, or at the election of theHolder Common Stock equal to two percent (2%) of the number of shares acquirableupon full conversion of the Convertible Note held by the Holder, for each thirty(30) days, or portion thereof, that the Filing Deficiency remains uncured. 3 3. EXPENSES OF REGISTRATION. All Registration Expenses incurred inconnection with any registration, qualification or compliance pursuant toSection 2 of this Agreement shall be borne by the Company, except that SellingExpenses shall be borne pro rata by each Holder in accordance with the number ofshares sold. 4. REGISTRATION PROCEDURES. 4.1 In the case of each registration effected by the Companypursuant to this Agreement, the Company will keep each Holder advised in writingas to the initiation of each registration and as to the completion thereof andwill, at its expense: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its reasonable commercial efforts to cause such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement; (c) Furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request; (d) Notify each seller of Registrable Securities covered by such registration statement 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 or incomplete in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include 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 not misleading or incomplete in the light of the circumstances then existing; 4 (e) List all such Registrable Securities registered in such registration on each securities exchange or automated quotation system on which the Common Stock of the Company is then listed; (f) Provide a transfer agent and registrar for all Registrable Securities and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (g) Make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement, and any attorney or accountant retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers and directors to supply all information reasonably requested by any such seller, underwriter, attorney or accountant in connection with such registration statement; (h) Furnish to each selling Holder upon request a signed counterpart, addressed to each such selling Holder, of (i) an opinion of counsel for the Company, dated the effective date of the registration statement in form reasonably acceptable to the Company and such counsel, and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering such matters as are customarily covered in opinions of issuer’s counsel and accountants’ “comfort” letters delivered to underwriters in underwritten public offerings of securities; (i) Furnish to each selling Holder upon request a copy of all documents filed with and all correspondence from or to the Commission in connection with any such offering; and (j) Make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first month after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act. 5.2 It shall be a condition precedent to the obligations ofthe Company to take any action pursuant to this Agreement that the Holdersproposing to register Registrable Securities shall furnish to the Company suchinformation regarding themselves, the Registrable Securities held by them, andtheir intended method of distribution of such Registrable Securities 5as the Company shall reasonably request and as shall be required in connectionwith the action to be taken by the Company; provided that no Holder shall berequired to make any representations or warranties to or agreements (other thana lock-up agreement pursuant to Section 11) with the Company or theunderwriters, other than representations, warranties or agreements regarding theHolder, its Registrable Securities and its intended method of distribution andany other representation required by law. 5.3 In connection with the preparation and filing of eachregistration statement under this Agreement, the Company will give the Holderson whose behalf such Registrable Securities are to be registered and theirunderwriters, if any, and their respective counsel and accountants, theopportunity to review such registration statement, each prospectus includedtherein or filed with the Commission, and each amendment thereof or supplementthereto, and will give each such Holder such access to the Company’s books andrecords and such opportunities to discuss the business of the Company with itsofficers, its counsel and the independent public accountants who have certifiedthe Company’s financial statements, as shall be necessary, in the opinion ofsuch Holders or such underwriters or their respective counsel, in order toconduct a reasonable and diligent investigation within the meaning of theSecurities Act. 6. INDEMNIFICATION. 6.1 INDEMNIFICATION BY THE COMPANY. The Company will indemnifyeach Holder, each of its officers, directors and partners, and each personcontrolling such Holder, with respect to which registration, qualification orcompliance has been effected pursuant to this Agreement, and each underwriter,if any, and each Person who controls any underwriter, against all claims,losses, damages and liabilities (or actions, proceedings or settlements inrespect thereof) arising out of or based on any untrue statement (or allegeduntrue statement) of a material fact contained in any prospectus, offeringcircular or other document (including any related registration statement,notification or the like) incident to any such registration, qualification orcompliance, or based on any omission (or alleged omission) to state therein amaterial fact required to be stated therein or necessary to make the statementstherein not misleading, or any violation by the Company of the Securities Act orany rule or regulation thereunder applicable to the Company and relating toaction or inaction required of the Company in connection with any suchregistration, qualification or compliance, and will reimburse each such Holder,each of its officers, directors and partners, and each Person controlling suchHolder, each such underwriter and each Person who controls any such underwriter,for any legal and any other expenses reasonably incurred in connection withinvestigating and defending or settling any such claim, loss, damage, liabilityor action, provided that the Company will not be liable in any such case to theextent that any such claim, loss, damage, liability or expense arises out of oris based on any untrue statement or omission made in reliance upon and basedupon written information furnished to the Company by such Holder or underwriterand stated to be specifically for use therein. 6.2 INDEMNIFICATION BY THE HOLDERS. Each Holder will, ifRegistrable Securities held by him are included in the securities as to whichsuch registration, qualification or compliance is being effected, indemnify theCompany, each of its directors and officers and each 6underwriter, if any, of the Company’s securities covered by such a registrationstatement, each person who controls the Company (other than such Holder) or suchunderwriter within the meaning of the Securities Act and the rules andregulations thereunder, each other such Holder and each of their officers,directors and partners, and each Person controlling such Holder or otherstockholder, against all claims, losses, damages, expenses and liabilities (oractions in respect thereof) arising out of or based on any untrue statement (oralleged untrue statement) of a material fact contained in any such registrationstatement, prospectus, offering circular or other document, or any omission (oralleged omission) to state therein a material fact required to be stated thereinor necessary to make the statements therein not misleading, and will reimbursethe Company, each of its directors and officers, each underwriter or controlPerson, each other Holder and each of their officers, directors and partners andeach Person controlling such Holder or other stockholder for any legal or anyother expenses reasonably incurred in connection with investigating or defendingany such claim, loss, damage, liability or action, in each case to the extent,but only to the extent, that such untrue statement (or alleged untrue statement)or omission (or alleged omission) is made in such registration statement,prospectus, offering circular or other document in reliance upon and inconformity with written information furnished to the Company by such Holder andstated to be specifically for use therein. 6.3 NOTICES OF CLAIMS, PROCEDURES, ETC. Each party entitled toindemnification under this Section 6 (the “Indemnified Party”) shall give noticeto the party required to provide indemnification (the “Indemnifying Party”)promptly after such Indemnified Party has actual knowledge of any claim as towhich indemnity may be sought, and shall permit the Indemnifying Party to assumethe defense of any such claim or any litigation resulting therefrom, providedthat counsel for the Indemnifying Party, who shall conduct the defense of suchclaim or any litigation resulting therefrom, shall be approved by theIndemnified Party (whose approval shall not be unreasonably withheld), and theIndemnified Party may participate in such defense at the Indemnified Party’ssole expense, and provided further that the failure of any Indemnified Party togive notice as provided herein shall not relieve the Indemnifying Party of itsobligations under this Section 6 unless such failure is prejudicial to theability of Indemnifying Party to defend such claim or action. Notwithstandingthe foregoing, such Indemnified Party shall have the right to employ its owncounsel in any such litigation, proceeding or other action if (i) the employmentof such counsel has been authorized by the Indemnifying Party, in its sole andabsolute discretion, or (ii) the named parties in any such claims (including anyimpleaded parties) include any such Indemnified Party and the Indemnified Partyand the Indemnifying Party shall have been advised in writing (in suitabledetail) by counsel to the Indemnified Party either (A) that there may be one ormore legal defenses available to such Indemnified Party which are different fromor additional to those available to the Indemnifying Party, or (B) that there isa conflict of interest by virtue of the Indemnified Party and the IndemnifyingParties having common counsel, in any of which events, the legal fees andexpenses of a single counsel for all Indemnified Parties with respect to eachsuch claim, defense thereof, or counterclaims thereto shall be borne byIndemnifying Party. No Indemnifying Party, in the defense of any such claim orlitigation, shall, except with the consent of each Indemnified Party, consent toentry of any judgment or enter into any settlement which does not include as anunconditional term thereof the giving by the claimant or plaintiff to suchIndemnified Party of a release from all liability in respect to such claim orlitigation. Each Indemnified Party shall cooperate to the extent reasonablyrequired and furnish such information 7regarding itself or the claim in question as an Indemnifying Party mayreasonably request in writing and as shall be reasonably required in connectionwith defense of such claim and litigation resulting therefrom. 7. INFORMATION BY HOLDER. Each Holder of Registrable Securities shallfurnish to the Company such information regarding such Holder and thedistribution proposed by such Holder as the Company may reasonably request inwriting and as shall be reasonably required in connection with any registration,qualification or compliance referred to in this Agreement; provided that noHolder shall be required to make any representations or warranties to oragreements (other than a lock-up agreement pursuant to Section 11) with theCompany or the underwriters, other than representations, warranties oragreements regarding the Holder, its Registrable Securities and its intendedmethod of distribution and any other representation required by law. 8. TRANSFER OR ASSIGNMENT OF REGISTRATION RIGHTS. The rights to causethe Company to register securities granted by the Company under this Agreementmay be transferred or assigned by a Holder to a transferee or assignee of anyRegistrable Securities; provided that the Company is given written notice at orprior to the time of said transfer or assignment, stating the name and addressof said transferee or assignee and identifying the securities with respect towhich such registration rights are being transferred or assigned; and providedfurther that the transferee or assignee of such rights assumes in writing theobligations of a Holder under this Agreement to the Company and other Holders ineffect at the time of transfer under all effective agreements. 9. EXCHANGE ACT COMPLIANCE. So long as the Company remains subject tothe reporting requirements of the Exchange Act, the Company shall file thereports required to be filed by it under the Securities Act and the Exchange Actand the rules and regulations adopted by the Commission thereunder, and willtake all actions reasonably necessary to enable holders of RegistrableSecurities to sell such securities without registration under the Securities Actwithin the limitation of the provisions of (a) Rule 144 under the SecuritiesAct, as such Rule may be amended from time to time, (b) Rule 144A under theSecurities Act, as such Rule may be amended from time to time, if applicable or(c) any similar rules or regulations hereunder adopted by the Commission. Uponthe request of any Holder of Registrable Securities, the Company will deliver tosuch Holder a written statement as to whether it has complied with suchrequirements. After any sale of Registrable Securities pursuant to theprovisions of Rule 144 or 144A, the Company will, to the extent allowed by law,cause any restrictive legends to be removed and any transfer restrictions to berescinded with respect to such Registrable Securities. In order to permit aHolder to sell the same, if it so desires, pursuant to Rule 144A promulgated bythe Commission (or any successor to such rule), the Company will comply with allrules and regulations of the Commission applicable in connection with use ofRule 144A (or any successor thereto). Prospective transferees of RegistrableSecurities that are Qualified Institutional Buyers (as defined in Rule 144A)that would be purchasing such Registrable Securities in reliance upon Rule 144Amay request from the Company information regarding the business, operations andassets of the Company. Within five (5) business days of any such request, theCompany shall deliver to any such prospective transferee copies of annualaudited and quarterly unaudited 8financial statements of the Company and such other information as may berequired to be supplied by the Company for it to comply with Rule 144A. 10. NO CONFLICT OF RIGHTS. The Company will not hereafter enter intoany agreement with respect to its securities which is inconsistent with therights granted to the Holders in this Agreement. Without limiting the generalityof the foregoing, the Company will not hereafter enter into any agreement withrespect to its securities which grants, or modifies any existing agreement withrespect to its securities to grant, to the holder of its securities equal orhigher priority to the rights granted to the Holders under Sections 2 and 3 ofthis Agreement. 11. BENEFITS OF AGREEMENT; SUCCESSORS AND ASSIGNS. This Agreement shallbe binding upon and inure to the benefit of the parties and their respectivesuccessors and permitted assigns, legal representatives and heirs. ThisAgreement does not create, and shall not be construed as creating, any rightsenforceable by any other Person. 12. COMPLETE AGREEMENT. This Agreement constitutes the completeunderstanding among the parties with respect to its subject matter andsupersedes all existing agreements and understandings, whether oral or written,among them. No alteration or modification of any provisions of this Agreementshall be valid unless made in writing and signed, on the one hand, by theHolders of a majority of the Registrable Securities then outstanding and, on theother, by the Company. 13. SECTION HEADINGS. The section headings contained in this Agreementare for reference purposes only and shall not affect in any way the meaning orinterpretation of this Agreement. 14. NOTICES. All notices, offers, acceptances and other communicationsrequired or permitted to be given or to otherwise be made to any party to thisAgreement shall be deemed to be sufficient if contained in a written instrumentdelivered by hand, first class mail (registered or certified, return receiptrequested), telecopier or overnight air courier guaranteeing next day delivery,if to the Company, at 1140 Pearl Street, Boulder, Colorado 80302, Attention:Chief Financial Officer, with a copy to Reed Guest, Esq., 94 Underhill Road,Orinda, CA 94563, and if to the Shareholders, to the respective addresses setforth on Exhibit B attached hereto and made a part hereof, or at such otheraddress or addresses as may have been furnished the Company in writing. All such notices and communications shall be deemed to have been dulygiven: at the time delivered by hand, if personally delivered; five businessdays after being deposited in the mail, postage prepaid, if mailed; when receiptacknowledged, if telecopied; and the next business day after timely delivery tothe courier, if sent by overnight air courier guaranteeing next day delivery.Any party may change the address to which each such notice or communicationshall be sent by giving written notice to the other parties of such new addressin the manner provided herein for giving notice. 9 15. GOVERNING LAW. This Agreement shall be governed by, and construedand enforced in accordance with, the laws of the State of Colorado withoutgiving effect to the provisions, policies or principles thereof respectingconflict or choice of laws. 16. COUNTERPARTS. This Agreement may be executed in one or morecounterparts each of which shall be deemed an original but all of which takentogether shall constitute one and the same agreement. 17. SEVERABILITY. Any provision of this Agreement which is determinedto be illegal, prohibited or unenforceable in any jurisdiction shall, as to suchjurisdiction, be ineffective to the extent of such illegality, prohibition orunenforceability without invalidating the remaining provisions hereof whichshall be severable and enforceable according to their terms and any suchprohibition or unenforceability in any jurisdiction shall not invalidate orrender unenforceable such provision in any other jurisdiction. [REMAINDER OF PAGE INTENTINALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS] 10 IN WITNESS WHEREOF, the parties have signed this Agreement as of thedate first set forth above. INCENTRA SOLUTIONS, INC. By: /s/Thomas P. Sweeney III —————————— Name: Thomas P. Sweeney III Title: Chief Executive Officer 11SHAREHOLDER:

– —————————————————— —————— ———————– ————— NAME PURCHASE PRICE PRINCIPAL AMOUNT OF NUMBER OF NOTE WARRANTS- —————————————————— —————— ———————– ————— RAB American Opportunities Fund Limited $600,000 $600,000 142,800- —————————————————— —————— ———————– —————

Signature:By: /s/Benjamin Hill ————————– /s/F. McGee ————————–Its: Authorized SignatoriesSHAREHOLDER:

– —————————————————— —————— ———————– ————— Name Purchase Price Principal Amount of Number of Note Warrants- —————————————————— —————— ———————– ————— RAB North American Dynamic Fund $250,000 $250,000 59,200- —————————————————— —————— ———————– —————

Signature:By: /s/Benjamin Hill ————————– /s/F. McGee ————————–Its: Authorized Signatories 12 EXHIBIT A FORM OF JOINDER AGREEMENT 13 EXHIBIT B SHAREHOLDER ADDRESSES 14 EXHIBIT C [Month __, 2006][Continental Stock Transfer & Trust CompanyTwo BroadwayNew York, NY 10004Attn: William Seegraber] Re: INCENTRA SOLUTIONS, INC. REGISTRATION STATEMENT ———————-Ladies and Gentlemen: As counsel to Incentra Solutions, Inc., a Nevada corporation (the”Company”), we have been requested to render our opinion to you in connectionwith the resale by the individuals or entitles listed on Schedule A attachedhereto (the “Selling Stockholders”), of an aggregate of [amount]shares (the”Shares”) of the Company’s Common Stock. The Company’s Registration Statement (Reg. No. 333-____) (the”Registration Statement”) under the Securities Act of 1933, as amended (the”Act”), with respect to the resale of the Shares was declared effective by theSecurities and Exchange Commission on [date]. Enclosed is a copy of theProspectus dated [date] included in the Registration Statement. We understandthat the Shares are to be offered and sold in the manner described in theProspectus. Based upon the foregoing, upon request by the Selling Stockholders atany time while the Registration Statement remains effective, it is our opinionthat the Shares have been registered for resale under the Act and newcertificates evidencing the Shares upon their transfer or re-registration by theSelling Stockholders may be issued without restrictive legend. We will adviseyou if the Registration Statement is not available or effective at any point inthe future. Very truly yours, [Company counsel] 15 SCHEDULE A SharesSelling Stockholder Being Offered- ——————- ————- 16