Registration Rights Agreement (2002)Full Document 

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                          REGISTRATION RIGHTS AGREEMENT

         THIS AGREEMENT (as the same may be modified, amended, supplemented
and/or restated from time to time, this "Agreement"), dated as of December 21,
2001 (the "Agreement Date"), is by and among DIRECTPLACEMENT, INC., a Delaware
corporation (the "Company"), on the one hand, and on the other hand Susanne S.
Pruitt and Raymond A. Hill, III (collectively, the "Original Holders").

         This agreement is made in connection with that certain Agreement and
Plan of Merger dated as of December 14, 2001 among the Company, PCS Merger
Corp., PCS Securities, Inc. and the Original Holders (the "Merger Agreement").

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and undertakings herein contained and of each and every act performed
or to be performed hereunder, the Company and the Holders hereby agree as
follows:

                         ARTICLE 1: CERTAIN DEFINITIONS

         1.1   Definitions. Capitalized terms used and not otherwise defined
herein that are defined in the Merger Agreement shall have the meanings given
such terms in the Merger Agreement. For purposes of this Agreement, the
following terms shall have the meanings provided below:

               "Common Stock" means the common stock, par value $.0001 per
share, of the Company.

               "Demand Registration" means a registration of Registrable
Securities made or to be made by the Company in satisfaction of a Demand Request
(as defined in Section 2.1 hereof).

               "Demanding Holders", with respect to any Demand Registration,
means the Demand Requesting Holders (as defined in Section 2.1 hereof) who have
requested that the Company effect such Demand Registration and the Remaining
Holders (as defined in Section 2.2 hereof) who have requested that the Company
include Registrable Securities held by such Remaining Holders in such Demand
Registration.

               "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder adopted by the SEC.

               "Holder" means and includes each Original Holder and each Other
Holder who at the time of determination holds any Registrable Securities.

               "Minimum Demand Number" means the lesser of (i) 1,500,000
Registrable Securities, as adjusted for any stock splits, stock dividends,
recapitalizations, reclassifications or like actions occurring after the
Agreement Date and (ii) the total number of Registrable Securities.

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               "Outstanding Shares" means and includes the following outstanding
shares of Common Stock held by the following Original Holders on the Agreement
Date: (i) 5,355,000 shares held by Pruitt and her transferees; and (ii)
5,145,000 shares held by Hill and his transferees.

               "Person" mean and includes any individual, sole proprietorship,
partnership, joint venture, trust, limited liability company, corporation,
institution, public benefit corporation, entity or government (whether federal,
state, county, city, municipal or otherwise, including, without limitation, any
instrumentality, division, agency, body or department thereof).

               "Piggyback Registration" means a registration of securities of
the Company in which Registrable Securities have been or are to be included in
satisfaction of a Piggyback Request (as defined in Section 3.1 hereof).

               "Registrable Securities" means and includes the: (i) Outstanding
Shares, (ii) any shares of Common Stock issued as a dividend or other
distribution with respect to, or in exchange for, or in replacement of, any if
the Outstanding Shares, provided, however, that the foregoing shall cease to be
Registrable Securities when sold or otherwise transferred by the Original
Holders or at such time as all the Registrable Securities may be sold without
volume restriction pursuant to Rule 144(k).

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