Clinical Study Agreement - CYBERKINETICS NEUROTECHNOLOGY SYSTEMS, - 11-15-2004 - DOC

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Clinical Study Agreement - CYBERKINETICS NEUROTECHNOLOGY SYSTEMS, - 11-15-2004 - DOC Powered By Docstoc
					                                                 EXHIBIT 10.12

                                     CLINICAL STUDY AGREEMENT
                                         CYBERKINETICS, INC.

                     FEASIBILITY CLINICAL STUDY OF THE CYBERKINETICS
                        BRAINGATE(TM) NEURAL INTERFACE SYSTEM

This document sets forth an Agreement ("Agreement") among Cyberkinetics, Inc. ("Cyberkinetics"), Rhode
Island Hospital, a Lifespan partner ("Institution") and Gerhard Friehs, M.D, (the "Principal Investigator")
regarding the performance of certain services by the Institution for a Cyberkinetics clinical study as described in
the Protocol entitled DD-CP-0002, "Feasibility Study of the BrainGate(TM) Neural Interface System Feasibility
Study in Patients Unable to Use Their Hands" (the "Study") a copy of which is attached as Attachment "A" and
incorporated herein by reference, in accordance with the protocol set forth therein (the "Study Protocol"). The
Effective Date of the Agreement is the date of the final signature.

WHEREAS, Cyberkinetics is desirous of conducting clinical research (hereinafter the "Research") at the
Institution.

WHEREAS, the Institution is an educational, research and/or health care institution and is desirous of conducting
the Research in order to advance its educational and scientific clinical research missions and promote the health of
the public; the parties agree as follows:

1. PERFORMANCE

(a) Institution and Investigator agree to provide all personnel, facilities, and resources as necessary to the
performance of the study in accordance with the instructions, timing and directions set forth in the Study Protocol,
and all applicable laws and regulations, as well as any amendments to the Study Protocol that are mutually agreed
to and documented by the parties. The Principal Investigator will use his/her reasonable best efforts to perform all
the services described herein, or incidental to those described herein, at the Institution in accordance with the
highest standards of medical and clinical research practice. The Study will be conducted in accordance with the
Study Protocol and all applicable laws and regulations, as well as any amendments to that protocol mutually
agreed to and documented by the parties hereto. In the event of a conflict between this Agreement and the Study
Protocol the terms of this Agreement will govern. The parties acknowledge that this is a multi-center study with
overall enrollment and implant limits, so Principal Investigator agrees to coordinate patient enrollments with
Cyberkinetics such that these limits are not exceeded. The Institution agrees to ensure that an Institutional Review
Board ("IRB") that complies with the requirements of 21 C.F.R. Part 56 will be responsible for the initial and
continuing review and approval of the Study. The parties also agree to promptly report to the IRB and each other
all changes in the research activity and all unanticipated problems involving risk to human subjects or others.
Additionally the parties agree to not make any changes in the study without IRB approval except where
necessary to eliminate apparent immediate hazards to human subject.

(b) If Gerhard Friehs, M.D. ceases to serve as Principal Investigator for any reason, Principal

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                                                      Page 1
                                      RESEARCH ADMINISTRATION

Investigator and Institution shall promptly notify Cyberkinetics, and Institution and Cyberkinetics shall use
reasonable good faith efforts to identify a mutually acceptable replacement within thirty (30) days. If a suitable
replacement Principal Investigator cannot be identified within the thirty day period, Cyberkinetics shall have the
right to terminate this Agreement as provided in Section 12. Institution will make reasonable efforts to complete
the study for patients that are already enrolled or work with Cyberkinetics to transfer these patients to another
Study site.

(c) Performance of the Study under this Agreement shall commence not later than the final date of signature of
this agreement and shall terminate on December 31, 2005. Regarding the performance hereunder, time is of the
essence. In case of delayed performance, this Agreement may at Cyberkinetics' request, and Institution's
approval, be extended for subsequent periods until the Study is completed.

2. PAYMENTS

The parties anticipate that enrollment and implantation of up to five subjects will be completed within four (4)
months of the Effective Date of this Agreement or final Institution Review Board ("IRB") and Food and Drug
Administration ("FDA") Investigational Device Exemption ("IDE") approval, whichever occurs later. In full
payment and compensation for the performance under this agreement, Cyberkinetics will provide:

- Investigational devices sufficient to conduct the study

- Payment to the Institution for IRB fees in the amount of $2,000 to cover the initial IRB review and subsequent
reviews as required by the IRB

- Payment to the Institution per subject for actual procedures performed and/or completed as described in the
Protocol for implantation and/or explanation of the device.

- Payment to the Institution for indirect costs at a rate of 25% of the total costs incurred for each procedure
completed.

A template study budget based on anticipated surgical procedures is attached as Attachment II. Invoices will
reflect actual services provided during each surgical procedure.

Invoices will be generated by the Institution and sent to Cyberkinetics for payment as patients' complete the visits
required by the Study Protocol. A detail of expenses will be sent with the invoices. Payments will be made by
Cyberkinetics within 30 days of receipt of the invoice. Cyberkinetics will make payments to the following
address:

Rhode Island Hospital
Office of Research Administration
Aldrich Building 3rd floor
593 Eddy Street
Providence, RI 02903

Tax ID #05-0258954

Payments will reference the Protocol # DD-CP-0002.

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                                                       Page 2
ADVERSE EVENTS: In the event a patient is injured or suffers an adverse reaction as a result of participating in
the Study and is in any way treated or receives services from Institution, as a result of this adverse event,
Institution will be reimbursed for a reasonable, uncovered, actually incurred medical costs which are directly
related to the device and/or its implant following its use in accordance with the Protocol and this Agreement at the
same rate agreed upon in this Agreement, provided that such costs are in no way attributable to the negligence or
misconduct of any agent or employee of the Institution. Adverse Events not related to the Study and/or treatment
or services not from Institution or not related to the Study are not covered by this Agreement.

3. INVENTIONS; WARRANTIES

(a) All rights, title and interest in and to Cyberkinetics' BrainGate(TM) and related accessories (the "Device")
shall remain the exclusive property of Cyberkinetics; the Institution and the Principal Investigator shall acquire no
rights of any kind whatsoever with respect to the Device, the know-how incident thereto and any patent
applications and patents related thereto as a result of performance under this Agreement or otherwise. Institution
and the Principal Investigator agree that all inventions, discoveries and technology relating to the Device, whether
patentable or not, conceived or reduced to practice by the Principal Investigator, solely or jointly with others as a
result of work done under this Agreement ("Inventions") shall be and remain, at all times, the sole and exclusive
property of Cyberkinetics. Institution shall promptly report in writing any Invention to Cyberkinetics, and shall
ensure that at all times the Principal Investigator and any investigator participating in the Study that could be
deemed to be an "inventor" of any such Inventions shall be subject to Institution policy and procedure assigning all
of his or her rights to any such Inventions (without cost to Cyberkinetics) to the Institution (which rights are
hereby assigned to Cyberkinetics pursuant to this Section 3). Any and all acts reasonably necessary to assist
Cyberkinetics in perfecting its right to any and all Inventions and any patent applications or patents related thereto
shall be performed by the Institution and/or Principal Investigator at Cyberkinetics' expense. Without limiting the
foregoing, the Institution shall be entitled to a royalty-free license to use, for research purposes only, inventions
that are developed, discovered or reduced to practice in the performance of the Study which are owned by
Cyberkinetics. The Institution and the Principal Investigator certify by the execution of this Agreement, that to
their knowledge they have not entered, and will not enter, into any contractual agreement or relationship which
would in any way conflict with or compromise Cyberkinetics' proprietary interest in, or rights to, any inventions,
discoveries or technology existing at the time of the execution of this Agreement or directly arising out of or
materially related to the performance hereunder.

(b) The Institution warrants that it or the Principal Investigator will obtain from all individuals subject to the Study
an adequate and properly executed informed consent. The Institution also warrants that the informed consent
form complies with all applicable federal and state laws and regulations. The Institute further warrants that it and
the Principal Investigator will comply with all federal and state laws and regulations concerning record keeping,
project conduct, receipt and disposition of product, and obtaining of adequate informed consent from individuals
subject to treatment in the Study, and that it, the Principal Investigator, and any subinvestigators will comply with
the confidentiality requirements established in Section 9 of this Agreement.

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                                                        Page 3
4. DATA

Except as provided in Section 8 of this Agreement, all data and results generated or produced in the Study
except patient and hospital records, including all information required on case report forms in the Protocol
("Data") shall be the sole exclusive property of Cyberkinetics. The Investigator shall prepare and submit to
Cyberkinetics all original case report forms as provided in the Protocol. Investigator shall have the right to retain
copies of all data and results arising from its participation in the Study solely for the purposes permitted by this
Agreement. The Investigator may use such Data for research and education purposes in accordance with this
Agreement, but, except as set forth in Section 8, will not transfer any such Data collected under the Protocol to
any third party without the prior written permission of Cyberkinetics. All Data collected under the Protocol shall
be delivered to Cyberkinetics in a timely manner throughout the performance of this Study, as provided in the
Protocol, and no later than ten (10) working days after the termination of this Agreement or on such date as
Cyberkinetics otherwise requests delivery of the Data.

5. RECORD KEEPING/RETENTION

Investigator agrees to maintain complete and up-to-date Study records during the Study including Case Report
Forms and the Study Site file, which includes all Study-related correspondence. Investigator agrees to sign a
statement in each patient's Case Report Form attesting that the data contained therein are an accurate accounting
of the treatment, care, and events surrounding the patient's involvement in the Study.

Investigator will retain all records for this Study for the last to expire of:

(a) Two (2) years after the FDA or other national regulatory body approves the regulatory application for
product clearance;

(b) Two (2) years following the termination or withdrawal of the regulatory agency exemption (e.g.,
Investigational Device Exemption (IDE) application) under which the Study was conducted;

(c) As defined by local, state and federal law and regulations; or

(d) In any event no later than ten (10) years after the conclusion of the Study.

To avoid any possible errors, Investigator will contact Cyberkinetics prior to the destruction of records or in the
event of accidental loss or destruction of any Study records.

The Institution shall make periodic reports to Cyberkinetics, including a final written report on the performance of
the Study, upon its completion and shall promptly respond to Cyberkinetics' reasonable inquiries regarding the
status of the Study. The Institution agrees to promptly report to Cyberkinetics adverse experiences that occur in
the course of the Study.

6. CYBERKINETICS RIGHT OF REASONABLE INSPECTION

Personnel from Cyberkinetics (or its representatives) may call on Investigator periodically at mutually convenient
times to monitor and/or audit the Study and answer procedural questions. Investigator agrees, as defined in the
Protocol to make all Study records and Study participants' medical records available for comparison and/or
copying if requested by Cyberkinetics (or its representatives subject to compliance with patient privacy and
confidentiality rights). Investigator also agrees to cooperate

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                                                          Page 4
with representatives of the U.S. FDA or any other regulatory agency in the event of an inspection of this Study,
and will provide the regulatory agency representative access to the above-described records. Institution agrees to
notify Cyberkinetics immediately upon the commencement of an inspection by FDA or any other government
authority concerning the Study and to provide continual communication regarding the progress of any inspection.

7. USE OF NAME/PUBLICITY

No party shall, without the prior written consent of the affected party, use in advertising, publicity, press release,
or otherwise, the name, trademark, logo, symbol, or other image of the affected party. Except as permitted in
Section 8, the Investigator and Institution (which shall include its employees, agents and representatives) shall not
issue or disseminate any press release or statement, nor initiate any communication of information regarding this
Study, written or oral, to the communications media or any third party without the prior written consent of
Cyberkinetics.

8. SCIENTIFIC PRESENTATIONS AND PUBLICATIONS

The Investigator and/or Institution may present or publish the Data in appropriate scientific journals or other
professional publications/forums. It is the intent of this study to be a multi-center study and presentation and
publication of the pooled, multi-center results will occur before any individual site results or additional analyses
are presented or published. Authorship will be determined by the Investigators at each study site together with
Cyberkinetics using appropriate standards for research authorship. It is anticipated that authorship for multi-
center presentations and publications will include the scientific inventor(s) of the BrainGate device, Investigators
and Co-Investigators by site in order of highest to lowest number patients implanted and implanting surgeon(s).

Investigator shall submit to Cyberkinetics for its review, a copy of any proposed abstract for presentation or
manuscript resulting from the Study at least sixty (60) days prior to the estimated date of submission for
presentation or publication, and if no response is received within sixty (60) days of the date submitted to
Cyberkinetics, it will be conclusively presumed that the presentation or publication may proceed without delay. If
Cyberkinetics determines that the proposed presentation or publication contains patentable subject matter which
requires protection, Cyberkinetics may require the delay of presentation or publication for a period of time not to
exceed sixty (60) days for the purpose of filing patent applications. At the end of the sixty (60) day period the
authors shall be free in their sole discretion to publish the results of the Study.

In all presentations and publications, credit shall be given to Cyberkinetics for its sponsorship of the Study and
the supply of the Device under the Study.

9. CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means all information provided by or on behalf of
Cyberkinetics to the Investigator in connection with the Study by the Investigator in connection with the Study,
whether written, graphic or oral, except the following: (i) Information that is now or subsequently becomes public
without breach of this Agreement;

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                                                       Page 5
(ii) Information known by the Investigator, as evidenced by written records, prior to the date of this Agreement;
(iii) Information that the Investigator received from a third party not under any obligation to keep such information
confidential; and (iv) was developed independently by the Institution.

Except for publication of the Data pursuant to Section 8 hereof, the Investigator agrees to maintain all
Confidential Information in confidence and not to use or disclose for a period not to exceed three (3) years any
Confidential Information to any third party without the express written consent of Cyberkinetics. The Investigator
shall disclose Confidential Information only to those employees who require such information for the purposes of
this Agreement and who are bound by a like obligation of confidentiality.

Upon the completion of the Study, the Institution and the Principal Investigator agree to return all copies or
embodiments of Confidential Information upon the written request of Cyberkinetics.

10. LIABILITY/INSURANCE/WARRANTY DISCLAIMER

Cyberkinetics will indemnify, hold harmless and defend the Principal Investigator and Institution (including the
Principal Investigator, any employees of the Institution and the Institution's, agents and representatives, the
"Indemnified Parties") from and against any claims, liabilities, costs, damages, expenses and reasonable attorneys'
fees (collectively, "Losses") relating to resulting from the use of the Device in the Study (and not resulting from the
performance of, or complications arising from, standard clinical care procedures); provided that Cyberkinetics
shall, have no obligation to indemnify, hold harmless and defend the Indemnified Parties under this Section 10 for
any claim unless (1) the Principal Investigator and the Institution, its agents, servants and employees are shown to
have adhered to and complied with all specifications and directions of the Protocol for the Study, all applicable
FDA and other regulatory requirements and all Cyberkinetics written instructions concerning the administration
and use of the Device in the Study Protocol; (2) Cyberkinetics is promptly notified in writing of such claim or suit;
and (3) Cyberkinetics has full control of the defense, including settlement of the claim or suit and receives the full
cooperation of the Institution and Principal Investigator, its agents and employees. Notwithstanding the foregoing,
Cyberkinetics shall have no liability to Indemnified Parties, or any obligation to indemnify hereunder, if the Losses
have resulted from negligence, recklessness or willful malfeasance of any of the Indemnified Parties.

Institution shall, to the extent permitted by law, be responsible for its own acts in conducting the Study, limited
solely and exclusively to the extent such acts are judicially determined by a court of last resort to have arisen out
of, or result from: (i) the negligence recklessness or willful malfeasance on the part of the Institution; or (ii) the
failure of the Institution to (1) comply with any applicable FDA or other regulatory requirements, or (2) adhere to
the terms of the Protocol or Cyberkinetics written instructions concerning the administration and use of the
Device involved in the Study. The parties agree that this is only a statement setting forth the limited responsibility
of the Institution solely for its own acts of judicially determined negligence, recklessness, or willful malfeasance,
and is not and shall not be construed as any contractual or other obligation to indemnify Cyberkinetics or any
third party.

Cyberkinetics will maintain, during the term of this Agreement, Comprehensive General Liability Insurance
(including products liability, contractual liability, clinical testing liability and

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                                                       Page 6
broad form property damage coverage) with reputable and financially secure insurance carriers to cover the
activities of the clinical study arising out of this Agreement, with minimum limits of $5,000,000 per occurrence.
Coverage will be written to cover claims incurred, discovered, manifested, or made during or after the expiration
of this Agreement.

The Principal Investigator and Institution each understand and agree that the Device and the associated
implantation and explanation procedures are experimental in nature. CYBERKINETICS MAKES NO
REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND. EITHER EXPRESS OR
IMPLIED, WITH RESPECT TO THE DEVICE EXCEPT THAT CYBERKINETICS WARRANTS THAT
THE DEVICE HAS BEEN MANUFACTURED IN ACCORDANCE WITH ANY AND ALL FDA
FILINGS WITH RESPECT TO THE DEVICE. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER PARTY SHALL
BE LIABLE FOR ANY SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER
CHARACTERIZED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

11. RELATIONSHIP

The Principal Investigator, including its agents and employees, shall be an independent contractor at all times, and
shall not be an agent of Cyberkinetics and shall have no actual apparent or implied authority to bind
Cyberkinetics in any manner or any obligation what so ever.

12. TERMINATION OF AGREEMENT OR TERMINATION OF A PARTY'S PARTICIPATION IN
AGREEMENT

Any party has the right at any time, within sixty (60) days prior written notice to each of the other parties, to
terminate this Agreement for any cause or no cause. In the event of premature termination of this Study, the
Institution will be reimbursed appropriately for patients enrolled up to the date of termination for whom
Cyberkinetics receives a properly completed Case Report Form and Cyberkinetics will pay for any uncancelable
obligations prior to termination date; provided, however that no payment will be made to Institution if the Study is
terminated at Institution because the Principal Investigator/ Institution did not adhere to the Study Protocol. Upon
the termination or expiration of this Agreement, the Institution shall return to Cyberkinetics, at Cyberkinetics'
expense, any remaining Devices.

The obligations of the parties under Sections 3, 4, 5, 6, 7, 8, 9, 10, 12 and 14 shall survive the termination or
expiration of this Agreement.

13. NOTICES

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Any notice required or permitted to be given hereunder shall be in writing and shall be considered given when
mailed by pre-paid registered or certified mail, return receipt requested, or delivered by hand, to the parties at the
following addresses (or such other address as a party may specify by notice hereunder):

If to the Institution to:
Peggy McGill, MA, CRA
Lifespan Director, Office of Research Administration Aldrich Building 3rd floor
Providence, RI 02903

Copy to:
Gerhard Friehs
Rhode Island Hospital
55 Claverick Street
Suite 100
Providence, RI 02903
If to Cyberkinetics to:
Timothy Surgenor
Cyberkinetics, Inc.
100 Foxborough Blvd. Suite 240
Foxborough, MA 02035

With a copy to:
Kirkpatrick & Lockhart LLP
75 State Street
Boston, MA 02109
Attention: Jeffrey P. Donohue, Esq.

14. MISCELLANEOUS

(a) This Agreement represents the entire understanding as of the Effective Date hereof between the parties with
respect to the patient matter hereof, and supersedes all prior agreements, negotiations, understanding,
representations, statements and writings between the parties relating thereto. No modification, alteration, waiver
or change in any of the terms of this Agreement shall be valid or binding upon the parties hereto unless made in
writing and duly executed by each of the parties hereto.

(b) This Agreement shall be governed by and construed in accordance with the laws of the state of Rhode Island,
irrespective of any conflicts of law principles. Each of the parties agrees to the jurisdiction of the federal and state
courts sitting in Boston, Massachusetts, with respect to any dispute arising between the parties.

(c) This Agreement may not be assigned by any party without the prior written consent of the other parties.

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                                                        Page 8
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
representatives as of the date first above written.

CYBERKINETICS, INC.

                   By: /s/ Timothy Surgenor                          Date: 5/10/04
                      -----------------------
                   Timothy Surgenor
                   Chairman and CEO




RHODE ISLAND HOSPITAL

Read and acknowledged by Principal Investigator:

                   By: /s/ Gerhard Friehs                           Date: 04/28/04
                      ----------------------
                      Gerhard Friehs, M.D.

                   By: /s/ Peggy McGill                              Date: 5/3/04
                      ----------------------
                      Peggy McGill, MA, CRA
                      Lifespan Director, Research Admin.
         EXHIBIT 10.13

   TRAFALGAR VENTURES INC.

REGISTRATION RIGHTS AGREEMENT

       OCTOBER ___, 2004
.

                                              .
                                              .

    Article 1. Certain Definitions..................................................   1

    Article 2. Registration Rights..................................................   2

      Section   2.1      Incidental/"Piggy-Back" Registration......................    2
      Section   2.2      Demand Registration.......................................    3
      Section   2.3      Conditional Registration..................................    4
      Section   2.4      Information Required for Registration.....................    4
      Section   2.5      Effectiveness of Registration Statements..................    4
      Section   2.6      Termination of Registration Rights........................    4
      Section   2.7      Exchange Act Registration.................................    4
      Section   2.8      Damages...................................................    5
      Section   2.9      Further Obligations of the Company........................    5
      Section   2.10     Expenses..................................................    6
      Section   2.11     Delay of Registration.....................................    6
      Section   2.12     Conditions to Registration Obligations....................    7
      Section   2.13     Transferability of Registration Rights....................    7

    Article 3. Indemnification......................................................   7

      Section 3.1        Indemnification of Holders of Registrable Shares..........    7
      Section 3.2        Indemnification of Company................................    9

    Article 4. Covenants............................................................   10

      Section 4.1        Registration of Shares....................................    10
      Section 4.2        Lock-Up Agreements........................................    10

    Article 5. General..............................................................   11

      Section   5.1      No Waiver; Cumulative Remedies............................    11
      Section   5.2      Amendments, Waivers and Consents..........................    11
      Section   5.3      Addresses for Notices.....................................    11
      Section   5.4      Binding Effect; Assignment................................    12
      Section   5.5      Entire Agreement..........................................    12
      Section   5.6      Severability..............................................    12
      Section   5.7      Governing Law.............................................    13
      Section   5.8      Headings..................................................    13
      Section   5.9      Counterparts..............................................    13
      Section   5.10     Expenses..................................................    13
      Section   5.11     Further Assurances........................................    13
      Section   5.12     Agreement on File.........................................    13




                                              ii
                                      TRAFALGAR VENTURES INC.

                                REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of October ___, 2004,
by and among Trafalgar Ventures Inc., a Nevada corporation (the "Company") and the individuals and entities
listed on Exhibit A (the "Investors").

                                                  RECITALS:

A. The Investors are the holders of Series A Redeemable Convertible Preferred Stock, par value $0.0001 per
share (the "Series A Preferred Stock"), in Cyberkinetics, Inc., a Delaware corporation ("CKI"), and party to a
certain Amended and Restated Investors' Rights Agreement, dated June 30, 2003 (the "Investors' Rights
Agreement").

B. Concurrently herewith, the Company is entering into a Merger Agreement, dated of even date herewith (the
"Merger Agreement") pursuant to which Trafalgar Acquisition Corporation, a Nevada company ("MergerSub")
and a wholly owned subsidiary of the Company, will merge with and into CKI, and CKI shall thereby become a
wholly owned subsidiary of the Company (the "Merger").

C. Pursuant to the Merger, the Investors will convert their shares of Series A Preferred Stock into shares of
common stock of CKI, and subsequently exchange such shares of common stock for shares of common stock in
the Company.

D. The obligations of the Company and the Investors to enter into this Agreement are conditioned upon, among
other things, the completion of the Merger.

                                                AGREEMENT:

NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledge, the parties
hereto further agree as follows:

                                  ARTICLE 1. CERTAIN DEFINITIONS

As used in this Agreement, the following underlined terms shall have the corresponding meanings:

"Agreement" has the meaning set forth in the Preamble.

"Company" has the meaning set forth in the Preamble.

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

"Common Stock" means (a) the Company's Common Stock, $0.001 par value per share, as authorized on the
date of this Agreement; (b) any other capital stock of any class or classes (however designated) of the Company,
authorized on or after the date hereof, the holders of which shall have the right, without limitation as to amount,
either to all or to a share of the balance of current dividends and liquidating dividends after the payment of
dividends and distributions on any shares entitled to preference; and (c) any other securities of the Company into
which or for which any of the securities described in (a) or (b) may be converted or exchanged pursuant to a plan
of recapitalization, reorganization, merger, sale of assets or otherwise.
"Deferral Period" has the meaning set forth in Section 2.11.

"Exchange Act" means the Securities Exchange of Act of 1934, or any similar federal statute, and the rules and
regulations of the Commission thereunder, all as the same shall be in effect at the time.

"First Release" has the meaning set forth in Section 4.2(a).

"Investors" has the meaning set forth in the Preamble.

"Investors' Rights Agreement" has the meaning set forth in the Recitals.

"Keyperson" has the meaning set forth in Section 4.2(a).

"Merger" has the meaning set forth in the Recitals.

"Merger Agreement" has the meaning set forth in the Recitals.

"MergerSub" has the meaning set forth in the Recitals.

"Other CKI Shareholders" has the meaning set forth in Section 4.2(b).

"Permitted Transferee" has the meaning set forth in Section 2.13.

"Person" means an individual, corporation, partnership, joint venture, trust, or unincorporated organization
(including but not limited to a limited liability company), or a body politic, government or any agency or political
subdivision thereof.

"Qualified PIPE" means a private investment in the Company, to take place following the Merger in which the
aggregate proceeds to the Company (after deducting any fees, discounts, and commissions) equals or exceeds
$[5] million and pursuant to which the Company will agree to use its best efforts to register the shares sold in the
private placement under the Securities Act.

"Registrable Shares" means (i) the shares of Common Stock issued and issuable to the Investors pursuant to the
Merger; provided, however, that shares of Common Stock which are Registrable Shares shall cease to be
Registrable Shares upon any sale pursuant to (x) a registration statement under the Securities Act,
(y) Section 4(1) of the Securities Act, or (z) Rule 144 promulgated under the Securities Act, or any sale, transfer
or assignment in any manner to any Person who, by virtue of Section 2.13 hereof, is not entitled to the rights
provided by this Agreement.

"Securities Act" means the Securities Act of 1933, or any similar federal statute, and the rules and regulations of
the Commission thereunder, all as the same shall be in effect from time to time.

"Series A Preferred Stock" has the meaning set forth in the Recitals.

                                    ARTICLE 2. REGISTRATION RIGHTS

Section 2.1 Incidental/"Piggy-Back" Registration.

If at any time following the six-month anniversary of the effective date of the Merger the Company shall determine
to register under the Securities Act (including pursuant to a demand of any Investor of the Company exercising
registration rights) any of its securities (other than a registration including the shares issued as part of the Qualified
PIPE and other than a registration on Form S-8 or Form S-4 or their then equivalents or similar registrations of

                                                            2
securities issued in business combination transactions or employee benefit plans), the Company shall send to each
holder of Registrable Shares, including each holder who has the right to acquire Registrable Shares, written notice
of such determination and, if within 30 days after receipt of such notice, such holder shall so request in writing, the
Company shall use its best efforts to include in such registration statement all or any part of the Registrable Shares
such holder requests to be registered therein, provided that if, in connection with any offering involving an
underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation
on the number of shares of such Common Stock which may be included in any such registration statement
because, in such underwriter's judgment, such limitation is necessary to effect an orderly public distribution, and
such limitation is imposed pro rata with respect to all securities whose holders have contractual, incidental or
"piggyback" rights to include such securities in the registration statement and as to which inclusion has been
requested pursuant to such right, and there is first excluded from such registration statement all shares of
Common Stock sought to be included therein by (i) any current or former director, officer or employee of the
Company, (ii) any holder thereof not having any such contractual, incidental registration rights, and (iii) any holder
thereof having contractual, incidental or "piggyback" registration rights subordinate and junior to the rights of the
holders of Registrable Shares, then the Company shall be obligated to include in such registration statement only
such limited portion (which may be none) of the Registrable Shares with respect to which such holder has
requested inclusion hereunder. No incidental or "piggyback" right under this Section 2.1 shall be construed to limit
any registration required under Section 2.2, below. Notwithstanding any provision to the contrary in this
Agreement, prior to the effectiveness of such registration statement, the Company shall have the right to postpone
or withdraw any registration pursuant to this Section 2.1 without obligation to any Investor.

Section 2.2 Demand Registration.

(a) If at any time following the six-month anniversary of the effective date of the Merger one or more holders of at
least 60% of the then outstanding Registrable Shares shall notify the Company in writing that it or they intend to
offer or cause to be offered for public sale all or any portion of such Registrable Shares, the Company will so
notify all holders of Registrable Shares, including all holders who have a right to acquire Registrable Shares. If the
holders initiating the registration intend to distribute the Registrable Shares in an underwritten offering, they shall
so advise the Company in their request. In the event such registration is underwritten, the right of other holders of
Registrable Shares to participate shall be conditioned on such holders' participation in such underwriting upon the
same terms and conditions; provided that the terms of the underwriting are consistent with this Agreement. Upon
written request of any holder given within 30 days after the receipt by such holder from the Company of such
notification, the Company will use its best efforts to cause such of the Registrable Shares as may be requested by
any holder thereof (including the holder or holders giving the initial notice of intent to offer) to be registered under
the Securities Act as expeditiously as possible, provided that such Registrable Shares have a minimum market
value equal to or in excess of $5,0000,000. The Company shall not be required to affect more than two
registrations pursuant to this Section 2.2. If the Company determines to include shares to be sold by it in any
registration requested pursuant to this Section 2.2, such registration shall be deemed to have been a registration
under Section 2.1 of this Agreement, and not a registration under this Section 2.2, if the holders of Registrable
Shares are unable to include in any such registration statement all of the Registrable Shares initially requested for
inclusion in such registration statement.

                                                           3
(b) If a holder or holders of Registrable Shares exercise a mandatory registration right under this Section 2.2 to
participate in a registration initiated by any other Person other than the holders of Registrable Shares under
mandatory registration rights, and such holder or holders are not able to include in such registration all the
Registrable Shares which they had requested for inclusion, then such registration shall not be deemed to have
been a mandatory registration under this Section 2.2; provided, however, that such registration shall be deemed
to be a mandatory registration under this Section 2.2 if the holders of Registrable Shares are offered the
opportunity to participate, pro rata, in a registration initiated by such other Person, whether or not they decide to
so participate.

Section 2.3 Conditional Registration

The Company will register one-third of the Registrable Shares held by the Investors, on a pro rata basis, at the
six month, twelve month and eighteen month anniversaries of the Merger, provided that such registration is
approved in advance by the Company's Board of Directors.

Section 2.4 Information Required for Registration.

Any holder or holders of Registrable Shares included in any registration shall promptly furnish to the Company
such information regarding such holder or holders and the distribution proposed by such holder or holders as the
Company may request in writing and as shall be required in connection with any registration, qualification or
compliance referred to herein.

Section 2.5 Effectiveness of Registration Statements.

The Company will use its best efforts to maintain the effectiveness of any registration statement pursuant to which
any of the Registrable Shares are being offered until the earlier to occur of (i) the completion by the underwriters
of the distribution pursuant to such registration statement, or (ii) six months after the effectiveness of any
registration statement, and from time to time will amend or supplement such registration statement and the
prospectus contained therein as and to the extent necessary to comply with the Securities Act and any applicable
state securities statute or regulation. The Company will also provide each holder of Registrable Shares with as
many copies of the prospectus contained in any such registration statement as it may reasonably request.

Section 2.6 Termination of Registration Rights.

The obligations of the Company pursuant to this Article 2 shall terminate (i) as to any holder of Registrable
Shares, at such time as such holder is able to sell all such Registrable Shares held by such holder within a single
three month period under Rule 144 or such holder is able to sell all Registrable Shares held by it pursuant to Rule
144(k) promulgated under the Securities Act, or (ii) once all Registrable Shares are registered.

Section 2.7 Exchange Act Registration.

If the Company at any time shall list any of its Common Stock on any national securities exchange and shall
register such Common Stock under the Exchange Act, the Company will, at its expense, simultaneously list on
such exchange and maintain such listing of all of the Registrable Shares to the extent not already listed. If the
Company becomes subject to the reporting requirements of either
Section 13 or Section 15(d) of the Exchange Act, the Company will use its best efforts to timely file with the
Commission such information as the Commission may require under either of said Sections. The Company shall
use its best efforts to take all action as may be required as a condition to the availability of Rule 144 under the
Securities Act

                                                          4
(or any successor exemptive rule hereinafter in effect) with respect to such Common Stock. The Company shall
furnish to any holder of Registrable Shares forthwith upon request (i) a written statement by the Company as to
its compliance with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly
report of the Company as filed with the Commission, and (iii) such other reports and documents as a holder may
reasonably request in availing itself of any rule or regulation of the Commission allowing a holder to sell any such
Registrable Shares without registration. After the occurrence of the Merger, the Company agrees to use its best
efforts to facilitate and expedite transfers of the Registrable Shares pursuant to Rule 144 under the Securities Act,
which efforts shall include timely notice to its transfer agent to expedite such transfers of Registrable Shares.

Section 2.8 Damages.

The Company recognizes and agrees that the holder of Registrable Shares will not have an adequate remedy if
the Company fails to comply with this Agreement and that damages may not be readily ascertainable, and the
Company expressly agrees that, in the event of such failure, it shall not oppose an application by the holder of
Registrable Shares or any other Person entitled to the benefits of this Agreement seeking specific performance of
any and all provisions hereof or enjoining the Company from continuing to commit any such breach of this
Agreement.

Section 2.9 Further Obligations of the Company.

Whenever, under the provisions of this Agreement, the Company is required hereunder to register Registrable
Shares, it agrees that it shall also do the following:

(a) furnish to each selling holder such copies of each preliminary and final prospectus and such other documents
as said holder may reasonably request to facilitate the public offering of its Registrable Shares;

(b) use its best efforts to register or qualify the Registrable Shares covered by said registration statement under
the applicable securities or "blue sky" laws of such jurisdiction as any selling holder may reasonably request (to
the extent required by applicable law);

(c) furnish to each selling holder a "signed counterpart" of:

(i) an opinion of counsel for the Company, dated the effective date of the registration statement; 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 substantially the same matters with
respect to the registration statement (and the prospectus included therein) and (in the case of the accountants'
"comfort" letters) with respect to events subsequent to the date of the financial statements, as are customarily
covered in opinions of issuer's counsel and in accountants' "comfort" letters delivered to the underwriters in
underwritten public offerings of securities, to the extent that the Company is required to deliver or cause the
delivery of such opinion or "comfort" letters to the underwriters in an underwritten public offering of securities;

(d) furnish to each selling holder a copy of all documents filed and all correspondence from or to the Commission
in connection with any such offering of securities;

                                                           5
(e) use its best efforts to insure the obtaining of all necessary approvals from the National Association of
Securities Dealers, Inc.; and

(f) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and 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 Merger, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.

Section 2.10 Expenses.

Subject to the last sentence of this Section 2.10, in the case of any registration under Article 2 of this Agreement,
the Company shall bear all costs and expenses of each such registration, including, but not limited to, printing,
legal and accounting expenses, Securities and Exchange Commission and National Association of Securities
Dealers, Inc. filing fees and expenses, and "blue sky" fees and expenses and the reasonable fees and
disbursements of not more than one counsel for the selling holders of Registrable Shares in connection with the
registration of their Registrable Shares; provided, however, that the Company shall have no obligation to pay or
otherwise bear any portion of the underwriters' commissions or discounts attributable to the Registrable Shares.
The Company shall pay all expenses in connection with any registration initiated pursuant to this Agreement which
is withdrawn, delayed or abandoned at the request of the Company, unless such registration is withdrawn,
delayed or abandoned solely because of any actions of the holders of Registrable Shares.

Section 2.11 Delay of Registration.

Notwithstanding any provision of this Agreement to the contrary, for a period not to exceed 90 days, the
Company shall have the right to defer the filing or effectiveness of a registration statement pursuant to this
Agreement at any time when the Company, in the good faith judgment of its Board of Directors as certified by the
Chief Executive Officer of the Company, reasonably believes that the filing thereof at the time requested, or the
offering of Registrable Shares pursuant thereto, would materially and adversely affect (i) an acquisition, merger,
recapitalization, consolidation, reorganization or similar transaction by or of the Company, (ii) pre-existing and
continuing negotiations, discussions or pending proposals with respect to any of the foregoing transactions, or (iii)
the financial condition of the Company in view of the disclosure of any pending or threatened litigation, claim,
assessment or governmental investigation which may be required thereby; provided, however, that such right to
delay the filing of a registration statement may not be exercised by the Company more than once in any twelve-
month period. Notwithstanding the provisions of Section 2.2, in the event that the Company is requested to file
any registration statement pursuant to Section 2.2, the Company shall not be obligated to effect the filing of such
registration statement: (a) during the 90 days following the effective date of any other registration statement
pertaining to an underwritten public offering of securities for the account of the Company or any holder of
Registerable Shares; or (b) during a period of no more than 90 days after the date of a request for registration
pursuant to Section 2.2 (the "Deferral Period") if at the time of such request (1) the Company is engaged, or has
fixed plans to engage in a firm commitment underwritten public offering of Common Stock in which the holders of
Registrable Securities include Registrable Securities pursuant to Section 2.1 that is expected in good faith to
occur within the Deferral Period, or (2) the Company is currently engaged in a self-tender or exchange offer and
the filing of a registration statement would cause a violation of the Exchange Act; provided, however, that the
terms of this sentence and the prior sentence of this Section 2.11 shall not be interpreted to

                                                          6
permit the Company to defer the filing or effectiveness of a registration statement requested pursuant to Section
2.2 for more than 90 days, regardless of how many of the conditions for Company deferral are satisfied.

Section 2.12 Conditions to Registration Obligations.

The Company shall not be obligated to effect the registration of Registrable Shares pursuant to Section 2.1 and
Section 2.2 unless all holders of shares being registered consent to reasonable conditions imposed by the
Company as the Company shall determine with the advice of counsel to be required by law including, without
limitation:

(a) conditions prohibiting the sale of shares by such holders until the registration shall have been effective for a
specified period of time;

(b) conditions requiring such holder to comply with all prospectus delivery requirements of the Securities Act and
with all anti-stabilization, anti-manipulation and similar provisions of Section 10 of the Exchange Act and any rules
issued thereunder by the Commission, and to furnish to the Company information about sales made in such public
offering;

(c) conditions prohibiting such holders upon receipt of electronic or written notice from the Company (until further
notice) from effecting sales or shares, such notice being given to permit the Company to correct or update a
registration statement or prospectus; and

(d) conditions requiring that at the end of the period during which the Company is obligated to keep the
registration statement effective under Section 2.5, the holders of shares included in the registration statement shall
discontinue sales of shares pursuant to such registration statement upon receipt of notice from the Company of its
intention to remove from registration the shares covered by such registration statement that remain unsold, and
requiring such holders to notify the Company of the number of shares registered that remain unsold immediately
upon receipt of notice from the Company.

Section 2.13 Transferability of Registration Rights.

The rights to cause the Company to register Registrable Shares pursuant to
Section 2.1 and Section 2.2 may be assigned by any Investor to a Permitted Transferee, and by such Permitted
Transferee to a subsequent Permitted Transferee, but only if such rights are transferred (a) to an affiliate, partner
or stockholder of such holder of Registrable Shares (a "Permitted Transferee") or (b) in connection with the sale
or other transfer of not less than an aggregate of 100,000 Registrable Shares or some lesser number, if such
lesser number represents all the Registrable Shares then held by such holder. Any Permitted Transferee to whom
registration rights under this Agreement are transferred shall (i) as a condition to such transfer, deliver to the
Company a written instrument by which such Permitted Transferee agrees to be bound by the obligations
imposed upon holders of Registrable Shares under this Agreement, and
(ii) be deemed to be a holder of Registrable Shares hereunder.

                                      ARTICLE 3. INDEMNIFICATION.

Section 3.1 Indemnification of Holders of Registrable Shares.

(a) In the event that the Company registers any of the Registrable Shares under the Securities Act, the Company
will, to the extent permitted by law, indemnify and hold harmless each holder and each underwriter of the
Registrable Shares (including their officers,

                                                           7
directors, affiliates and partners) so registered (including any broker or dealer through whom such shares may be
sold) and each Person, if any, who controls such holder or any such underwriter within the meaning of Section 15
of the Securities Act from and against any and all losses, claims, damages, expenses or liabilities, joint or several,
to which they or any of them become subject under the Securities Act or under any other statute or at common
law or otherwise, and, except as hereinafter provided, will reimburse each such holder, each such underwriter
and each such controlling Person, if any, for any legal or other expenses reasonably incurred by them or any of
them in connection with investigating or defending any actions, whether or not resulting in any liability, insofar as
such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in the registration statement or any filing with any state
securities commission or agency, in any preliminary or amended preliminary prospectus or in the final prospectus
(or the registration statement or prospectus as from time to time amended or supplemented by the Company) or
arise out of or are based upon the omission or alleged omission to state therein a material fact required to be
stated therein or necessary in order to make the statements therein not misleading, or any violation by the
Company of any rule or regulation promulgated under the Securities Act or any state securities laws or
regulations applicable to the Company and relating to action or inaction required of the Company in connection
with such registration, unless such untrue statement or alleged untrue statement or omission or alleged omission
was made in such registration statement, preliminary or amended preliminary prospectus or final prospectus in
reliance upon and in conformity with information furnished in writing to the Company in connection therewith by
such holder of Registrable Shares, any such underwriter or any such controlling Person expressly for use therein.

(b) Promptly after receipt by any holder of Registrable Shares, any underwriter or any controlling Person of
notice of the commencement of any action in respect of which indemnity may be sought against the Company,
such holder of Registrable Shares, or such underwriter or such controlling Person, as the case may be, shall notify
the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the
Company shall assume the defense of such action (including the employment of counsel, who shall be counsel
reasonably satisfactory to such holder of Registrable Shares, such underwriter or such controlling Person, as the
case may be), and the payment of expenses insofar as such action shall relate to any alleged liability in respect of
which indemnity may be sought against the Company.

(c) Such holder of Registrable Shares, any such underwriter or any such controlling Person shall have the right to
employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of
such counsel shall not be at the expense of the Company unless the employment of such counsel has been
specifically authorized by the Company. The Company shall not be liable to indemnify any Person for any
settlement of any such action effected without the Company's consent (which consent shall not be unreasonably
withheld or delayed). The Company shall not, except with the approval of each party being indemnified under this
Section 3.1, 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 the parties being so indemnified of a release
from all liability in respect to such claim or litigation.

(d) To provide for just and equitable contribution to joint liability under the Securities Act, in any case in which
any holder of Registrable Shares exercising rights under this Agreement, or any controlling person of any such
holder, makes a claim for indemnification pursuant to this
Section 3.1 but it is judicially determined (by the entry of a final judgment or decree by a court of competent
jurisdiction and the expiration of time to appeal or the denial of

                                                           8
the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that
this Section 3.1 provides for indemnification in such case, then the Company and such holder will contribute to
the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in
such proportion as is appropriate to reflect the relative fault of the Company on the one hand and of the holder of
Registrable Shares on the other, in connection with the statements or omission which resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the
Company, on the one hand, and of the holder of Registrable Shares, on the other, shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or by
the holder of Registrable Shares, on the other, and each party's relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case, (A)
no such holder will be required to contribute any amount in excess of the public offering price of all such
Registrable Shares offered by it pursuant to such registration statement; and (B) no person or entity guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to
contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Section 3.2 Indemnification of Company.

(a) In the event that the Company registers any of the Registrable Shares under the Securities Act, each holder of
the Registrable Shares so registered, to the extent permitted by law, will indemnify and hold harmless the
Company, each of its directors, each of its officers who have signed or otherwise participated in the presentation
of the registration statement, each underwriter of the Registrable Shares so registered (including any broker or
dealer through whom such of the shares may be sold) and each Person, if any, who controls the Company within
the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages, expenses or
liabilities, joint or several, to which they or any of them may become subject under the Securities Act or under
any other statute or at common law or otherwise, and, except as hereinafter provided, will reimburse the
Company and each such director, officer, underwriter or controlling Person for any legal or other expenses
reasonably incurred by them or any of them in connection with investigating or defending any actions whether or
not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or
are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration
statement or any filing with any state securities commission or agency, in any preliminary or amended preliminary
prospectus or in the final prospectus (or in the registration statement or prospectus as from time to time amended
or supplemented) or arise out of or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary in order to make the statement therein not misleading, but only
insofar as any such statement or omission was made in reliance upon and in conformity with information furnished
in writing to the Company in connection therewith by such holder of Registrable Shares expressly for use therein;
provided, however, that such holder's obligations hereunder shall be limited to any amount equal to the proceeds
received by such holder of the Registrable Shares sold in such registration.

(b) Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be
sought against such holder of Registrable Shares, the Company will notify such holder of Registrable Shares in
writing of the commencement thereof, and such holder of Registrable Shares shall, subject to the provisions
hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel
reasonably satisfactory to the Company) and the payment of expenses insofar as such action

                                                           9
shall relate to the alleged liability in respect of which indemnity may be sought against such holder of Registrable
Shares.

(c) The Company and each such director, officer, underwriter or controlling Person shall have the right to employ
separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such
counsel shall not be at the expense of such holder of Registrable Shares unless employment of such counsel has
been specifically authorized by such holder of Registrable Shares. Such holder of Registrable Shares shall not be
liable to indemnify any Person for any settlement of any such action effected without such holder's consent (which
consent shall not be unreasonably withheld or delayed).

(d) In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in
which the Company exercising its rights under this Agreement makes a claim for indemnification pursuant to this
Section 3.2, but it is judicially determined (by the entry of a final judgment or decree by a court of competent
jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification
may not be enforced in such case notwithstanding that this
Section 3.2 provides for indemnification, in such case, then, the Company and such holder will contribute to the
aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in
such proportion as is appropriate to reflect the relative fault of the Company on the one hand and of the holder of
Registrable Shares on the other in connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the
Company on the one hand and of the holder of Registrable Shares on the other shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by the Company on the one hand or by the holder
of Registrable Shares on the other, and each party's relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission; provided, however, that, in any such case, (A) no
such holder will be required to contribute any amount in excess of the public offering price of all such Registrable
Shares offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from
any person or entity who was not guilty of such fraudulent misrepresentation.

                                          ARTICLE 4. COVENANTS

Section 4.1 Registration of Shares

The Company hereby covenants that it will not register any shares of Common Stock held by any former holders
of the securities of CKI, other than the Investors, until the earlier of (1) the second anniversary of the Merger; or
(2) any day following the first anniversary of the Merger when, for a period of 20 consecutive trading days, the
average stock price for the shares of Common Stock is greater than $8 per share and the average daily trading
volume is over 50,000 shares.

Section 4.2 Lock-Up Agreements

(a) The Company hereby covenants that it will use its best efforts to obtain Lock-Up Agreements from each of
the individuals listed on Exhibit B attached hereto (each a "Keyperson"), pursuant to which each Keyperson
agrees not to in any way dispose of any shares of Common Stock owned either of record or beneficially by such
Keyperson, or publicly announce such Keyperson's intention to dispose of such Common Stock, until: (1) as to

                                                         10
fifty percent (50%) of the shares of Common Stock held by such Keyperson, through the earlier of (i) the close
of trading on the second anniversary of the date of the Merger, or (ii) the first day following the first anniversary
of the Merger when, for a period of 20 consecutive trading days, the average stock price for Common Stock is
greater than $8 per share and the average daily trading volume is over 50,000 shares (the "First Release"); and
(2) as to the remaining shares of Common Stock held by such Keyperson, until 180 days after the First Release.

(b) The Company hereby covenants that it will use its best efforts to obtain Lock-Up Agreements from each of
the holders of shares of CKI, or options or warrants to purchase shares of CKI, other than the Investors and the
Keypersons (the "Other CKI Shareholders"), pursuant to which each Other CKI Shareholder agrees not to in
any way dispose of any shares of Common Stock owned either of record or beneficially by such Other CKI
Shareholder, or publicly announce such Other CKI Shareholder's intention to dispose of such Common Stock,
until the earlier of (i) the close of trading on the second anniversary of the date of the Merger, or (ii) the first day
following the first anniversary of the Merger when, for a period of 20 consecutive trading days, the average stock
price for Common Stock is greater than $8 per share and the average daily trading volume is over 50,000 shares.

                                            ARTICLE 5. GENERAL.

Section 5.1 No Waiver; Cumulative Remedies.

No failure or delay on the part of any party to this Agreement in exercising any right, power or remedy hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy
preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The
remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 5.2 Amendments, Waivers and Consents.

Except as hereinafter provided, changes in or additions to this Agreement may be made, termination of this
Agreement, and compliance with any covenant or provision set forth herein may be omitted or waived, if the
Company (i) shall obtain consent thereto in writing from the holder or holders of at least two-thirds in interest of
the Registrable Shares, and (ii) shall deliver copies of such consent in writing to any holders who did not execute
such consent; provided that any amendment of this Section 5.2 shall require unanimous agreement of the
Company and each of the Investors. Any wavier or consent may be given subject to satisfaction of conditions
stated therein and any waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given.

Section 5.3 Addresses for Notices.

All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the
receiving party's address set forth below or to such other address as a party may designate by notice hereunder,
and shall be either (i) delivered by hand, (ii) made by telecopy or facsimile transmission,
(iii) sent by overnight courier, or (iv) sent by registered or certified mail, return receipt requested, postage
prepaid.

If to the Company:

Trafalgar Ventures Inc.
c/o Cyberkinetics, Inc.
100 Foxborough Boulevard

                                                          11
Suite 240
Foxborough, MA 02035
Tel: (508) 549-9981
Fax: (508) 549-9985

With copies to:

Kirkpatrick & Lockhart LLP
75 State Street
Boston, MA 02109
Attn.: Michael A. Hickey
Tel: (617) 951-9157
Fax: (617) 261-3175

If to the Investors: to the addresses set forth on Exhibit A to this Agreement

All notices, requests, consents and other communications hereunder shall be deemed to have been given either (i)
if by hand, at the time of the delivery thereof to the receiving party at the address of such party set forth above,
(ii) if made by telecopy or facsimile transmission, at the time that receipt thereof has been acknowledged by
electronic confirmation or otherwise, (iii) if sent by overnight courier, on the next business day following the day
such notice is delivered to the courier service, or (iv) if sent by registered or certified mail, on the fifth business
day following the day such mailing is made. Any party may change the address to which notices, requests,
consents and other communications hereunder are to be delivered by giving the other parties notice in the manner
set forth in this Section 5.3.

Section 5.4 Binding Effect; Assignment.

This Agreement shall be binding upon and inure to the benefit of the Company and the Investors and their
respective heirs, successors and assigns, except that the Company shall not have the right to delegate its
obligations hereunder or to assign its rights hereunder or any interest herein without the prior written consent of
the holders of at least two-thirds in interest of the Registrable Shares.

Section 5.5 Entire Agreement.

This Agreement constitutes the entire agreement between the parties and supersedes any prior understandings or
agreements concerning the subject matter hereof.

Section 5.6 Severability.

The provisions of this Agreement, are severable and, in the event that any court of competent jurisdiction shall
determine that any one or more of the provisions or part of a provision contained in this Agreement, shall, for any
reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision or part of a provision of this Agreement, but instead this Agreement shall be
reformed and construed as if such invalid or illegal or unenforceable provision, or part of a provision, had never
been contained herein, and such provisions or part reformed so that it would be valid, legal and enforceable to
the maximum extent possible.

                                                          12
Section 5.7 Governing Law.

This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of
Delaware, and without giving effect to choice of laws provisions.

Section 5.8 Headings.

Section and subsection headings in this Agreement are included herein for convenience of reference only and shall
not constitute a part of this Agreement for any other purpose.

Section 5.9 Counterparts.

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one
and the same instrument, and any of the parties hereto may execute this Agreement by signing any such
counterpart.

Section 5.10 Expenses.

If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other
relief to which such party may be entitled.

Section 5.11 Further Assurances.

From and after the date of this Agreement, upon the request of any Investor or the Company, the Company and
the Investor shall execute and deliver such instruments, documents and other writings as may be reasonably
necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

Section 5.12 Agreement on File.

An original copy of this Agreement, duly executed by each of the parties hereto, shall be delivered to the
Secretary of the Company and maintained at the principal executive office of the Company and made available
for inspection by any person requesting it.

                                                         13
IN WITNESS WHEREOF, the parties have executed this Investors' Rights Agreement as of the date first
written above.

TRAFALGAR VENTURES INC.

By:_________________________________________ Name and Title:

OXFORD BIOSCIENCE PARTNERS IV, L.P.
By: OBP MANAGEMENT IV, L.P., its General Partner

By:_________________________________________ Name and Title:

mRNA FUND II, L.P.
By: OBP MANAGEMENT IV, L.P.

By:_________________________________________ Name and Title:

GDH PARTNERS, L.P.
By: GDH PARTNERS, LLC

By:_________________________________________ Name and Title:

THE GLOBAL LIFE SCIENCE VENTURES GMBH

                           acting in its capacity as general manager of
              THE GLOBAL LIFE SCIENCE VENTURES FONDS II GmbH & CO KG

By:_________________________________________ Name and Title:

GLOBAL LIFE SCIENCE VENTURES (GP) LIMITED

                         acting in its capacity as general manager of
         THE GLOBAL LIFE SCIENCE VENTURES FUND II LIMITED PARTNERSHIP

By:_________________________________________ Name and Title:

NEUROVENTURES FUND L.P.

By: NEUROVENTURES CAPITAL LLC

By:_________________________________________ Name and Title:

                                                   14
                                               EXHIBIT A

INVESTORS AND NOTICE ADDRESSES

                             OXFORD BIOSCIENCE PARTNERS IV, L.P.

c/o Oxford Bioscience Partners
222 Berkeley Street
Suite 1650
Boston, MA 02116
Attn: Mark P. Carthy, General Partner

                                           mRNA FUND II, L.P.

c/o Oxford Bioscience Partners
222 Berkeley Street
Suite 1650
Boston, MA 02116
Attn: Mark P. Carthy, General Partner

                                          GDH PARTNERS, L.P.
                                             233 Tower Road
                                            Lincoln, MA 01773

             THE GLOBAL LIFE SCIENCE VENTURES FONDS II GMBH & CO., KG

c/o The Global Life Science Ventures GmbH Von der Tann Str. 3
80539 Munich
Germany

         THE GLOBAL LIFE SCIENCE VENTURES FUND II LIMITED PARTNERSHIP

c/o Global Life Science Ventures (GP), Ltd. P.O. Box 431
13-15 Victoria Road
St. Peter Port
Guernsey, Channel Islands GY1 3ZD

                                        NEUROVENTURES FUND LP

c/o NeuroVentures Capital LLC
Zero Court Square
Charlottesville, VA 22902

                                                    15
EXHIBIT B

KEYPERSONS

Burke Barrett

John P. Donoghue, Ph.D.

Christopher J. Flaherty

Gerhard M. Friehs, M.D.

Nicholas G. Hatsopoulos, Ph.D.

Jon Joseph

Murthy Nandini

Mijail D. Serruya

Tim Surgenor

                                 16
                                                  EXHIBIT 10.14

                                            LOCK-UP AGREEMENT

August 26, 2004

Trafalgar Ventures Inc.
c/o Cyberkinetics, Inc.
100 Foxborough Boulevard
Suite 240
Foxborough, MA 02035

Re: PROPOSED MERGER OF CYBERKINETICS, INC. (THE "COMPANY")

Ladies & Gentlemen:

The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company
("Common Stock") or securities convertible into, exchangeable, or exercisable for Common Stock. The
Company has entered into a Merger Agreement pursuant to which the undersigned would receive shares, or
securities exercisable or convertible into shares, of Trafalgar Ventures Inc., a Nevada company ("Trafalgar") (the
"Securities"), in exchange for Common Stock, or securities exercisable or convertible into Common Stock, of the
Company (the "Merger"). The undersigned recognizes that the Merger will be of benefit to the undersigned. The
undersigned acknowledges that the Company and other parties to the Merger are relying on the representations
and agreements of the undersigned contained in this letter in carrying out the Merger.

In consideration of the foregoing, the undersigned hereby agrees that following the Merger the undersigned will
not, without the prior written consent of Trafalgar (which consent may be withheld in its sole discretion), directly
or indirectly, sell, offer, contract, or grant any option to sell (including without limitation any short sale), pledge,
transfer, establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the
"Exchange Act") or otherwise dispose of (collectively, a "Disposition") any shares of Trafalgar common stock
currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act)
by the undersigned, or publicly announce the undersigned's intention to do any of the foregoing, for a period
commencing on the date hereof and continuing through the earlier of (i) the close of trading on the second
anniversary of the date of the Merger, or (ii) the first day following the first anniversary of the Merger when, for a
period of 20 consecutive trading days, the average stock price for the shares of Trafalgar common stock is
greater than $8 per share and the average daily trading volume is over 50,000 shares (the "Lock-up Period").

The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any
hedging or other transaction which is designed to or reasonably expected to lead to or result in a Disposition of
shares of Trafalgar common stock during the Lock-up Period, even if such shares of Trafalgar common stock
would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would
include, without limitation, any short sale (whether or not against the box) or any purchase, sale, or grant of any
right (including, without limitation, any put or call option) with respect to any shares of Trafalgar common stock or
with respect to any security (other than a broad-based market basket or index) that included, relates to, or
derives any significant part of its value from shares of Trafalgar common stock.

LOCK-UP LETTER
The undersigned also agrees and consents to the entry of stop transfer instructions with the Trafalgar's transfer
agent and registrar against the transfer of the shares of Trafalgar common stock or securities convertible into or
exchangeable or exercisable for shares of Trafalgar common stock held by the undersigned except in compliance
with the foregoing restrictions.

This Agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs,
personal representatives, and assigns of the undersigned.

Nothing in this Lock-up Agreement shall constitute an obligation to purchase shares of Common Stock or any
other securities of the Company or of Trafalgar.


Printed Name of Holder

By:_______________________________
Signature


Printed Name of Person Signing
(and indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity)

LOCK-UP LETTER
                                                  EXHIBIT 10.15

                                  KEY-PERSON LOCK-UP AGREEMENT

August 26, 2004

Trafalgar Ventures Inc.
c/o Cyberkinetics, Inc.
100 Foxborough Boulevard
Suite 240
Foxborough, MA 02035

Re: PROPOSED MERGER OF CYBERKINETICS, INC. (THE "COMPANY")

Ladies & Gentlemen:

The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company
("Common Stock") or securities convertible into, exchangeable, or exercisable for Common Stock. The
Company has entered into a Merger Agreement pursuant to which the undersigned would receive shares, or
securities exercisable or convertible into shares, of common stock of Trafalgar Ventures Inc., a Nevada company
("Trafalgar") (the "Securities"), in exchange for Common Stock, or securities exercisable or convertible into
Common Stock, of the Company (the "Merger"). The undersigned recognizes that the Merger will be of benefit
to the undersigned. The undersigned acknowledges that the Company and other parties to the Merger are relying
on the representations and agreements of the undersigned contained in this letter in carrying out the Merger.

In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, without the prior
written consent of Trafalgar (which consent may be withheld in its sole discretion), directly or indirectly, sell,
offer, contract, or grant any option to sell (including without limitation any short sale), pledge, transfer, establish
an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act") or
otherwise dispose of (collectively, a "Disposition") any shares of Trafalgar common stock currently or hereafter
owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned, or
publicly announce the undersigned's intention to do any of the foregoing, for a period commencing on the date
hereof and continuing: (1) as to fifty percent (50%) of the shares of Trafalgar common stock held by the
undersigned, through the earlier of (i) the close of trading on the second anniversary of the date of the Merger, or
(ii) the first day following the first anniversary of the Merger when, for a period of 20 consecutive trading days,
the average stock price for Trafalgar's shares of common stock is greater than $8 per share and the average daily
trading volume is over 50,000 shares (the "First Release"); and (2) as to the remaining shares of Trafalgar
common stock held by the undersigned, until 180 days after the First Release (collectively, the "Lock-up
Period").

The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any
hedging or other transaction which is designed to or reasonably expected to lead to or result in a Disposition of
shares of Trafalgar common stock during the Lock-up Period, even if such shares of Trafalgar common stock
would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would
include, without limitation, any short sale (whether or not against the box) or any purchase, sale, or grant of any
right (including, without limitation, any put or call option) with respect to any shares of Trafalgar common stock or
with respect to any security (other than a broad-based market basket or index) that included, relates to, or
derives any significant part of its value from shares of Trafalgar common stock.

KEY-PERSON LOCK-UP
The undersigned also agrees and consents to the entry of stop transfer instructions with the Trafalgar's transfer
agent and registrar against the transfer of the shares of Trafalgar common stock or securities convertible into or
exchangeable or exercisable for shares of Trafalgar common stock held by the undersigned except in compliance
with the foregoing restrictions.

This Agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs,
personal representatives, and assigns of the undersigned.

Nothing in this Lock-up Agreement shall constitute an obligation to purchase shares of Common Stock or any
other securities of the Company or of Trafalgar.


Printed Name of Holder

By:_______________________________
Signature


Printed Name of Person Signing
(and indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity)

KEY-PERSON LOCK-UP
Exhibit 31.1

CERTIFICATION

I, Timothy R. Surgenor, President and Chief Executive Office, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Cyberkinetics Neurotechnology Systems, Inc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report.

4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

(b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the small business issuer's auditors and the audit committee of small
business issuer's board of directors (or persons performing the equivalent function):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the small business issuer's internal control over financial reporting.

                                            Date: November 15, 2004

                                            /s/ Timothy R. Surgenor
                                            -------------------------
                                            Timothy R. Surgenor
Exhibit 31.2

CERTIFICATION

I, Kimi E. Iguchi, Vice President, Finance, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Cyberkinetics Neurotechnology Systems, Inc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report.

4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

(b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the small business issuer's auditors and the audit committee of small
business issuer's board of directors (or persons performing the equivalent function):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the small business issuer's internal control over financial reporting.

                                          Date: November 15, 2004

                                          /s/ Kimi E. Iguchi
                                          -----------------------------
                                          Kimi E. Iguchi
Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-QSB of Cyberkinetics Neurotechnology Systems, Inc. (the
"Company") for the period ended September 30, 2004 as filed with the Securities and Exchange Commission on
the date hereof (the "Report"), I, Timothy R. Surgenor, President and Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

                                    /s/ Timothy R. Surgenor
                                    -----------------------------------
                                    Timothy R. Surgenor
                                    President and Chief Executive Officer
                                    November 15, 2004
Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-QSB of Cyberkinetics Neurotechnology Systems, Inc. (the
"Company") for the period ended September 30, 2004 as filed with the Securities and Exchange Commission on
the date hereof (the "Report"), I, Kimi E. Iguchi, Vice President, Finance of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my
knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

                                           /s/ Kimi E. Iguchi
                                           --------------------------
                                           Kimi E. Iguchi
                                           Vice President, Finance
                                           November 15, 2004