TEJAS INCORPORATED





                          REGISTRATION RIGHTS AGREEMENT





     This Agreement is made as of July 1, 2005, by and among Tejas Incorporated,

a Delaware corporation (the "Company"), and the persons listed on the signature

pages hereof (each, a "Holder" and collectively, the "Holders"), who are holders

of the Company's Common Stock, par value $.001 per share ("Common Stock").





                                    PREAMBLE



     The Company desires to extend registration rights to the Holders.



     NOW, THEREFORE, in consideration of the premises and mutual agreements set

forth herein, the Company and the Holders agree as follows:



     Section 1. Definitions. As used in this Agreement, the following terms

shall have the following meanings:



     (a) "Cause" shall mean (i) employee's dishonesty, fraud, theft,

embezzlement, or breach of fiduciary duty related to Company matters; (ii)

employee's material violation of the non-compete agreement with the Company;

(iii) employee's engagement in gross misconduct which is injurious to the

Company's finances, business, or reputation; or (iv) Jared E. Abbruzzese, Sr.'s

conviction of, or plea of nolo contendere to, a felony or other crime involving

moral turpitude (other than minor traffic offenses).



     (b) "Change of Control" shall mean (i) the sale, conveyance or other

disposition by the Company of all or substantially all of its property or

business or the Company's merger with or into or consolidation with any other

corporation (other than a wholly-owned subsidiary corporation), (ii) the

consummation of any other transaction or series of related transactions in which

more than 50% of the voting power of the Company is disposed of, (iii) the

execution by the Company of any binding agreement providing for any of the

foregoing transactions or (iv) the change in a majority of the Company's board

of directors (unless such successor directors' nomination for election to the

board of directors is recommended by a majority of the directors existing on the

date hereof).



     (c) "Commission" shall mean the Securities and Exchange Commission, or any

other federal agency at the time administering the Securities Act.



     (d) "Common Stock" shall have the meaning set forth in the preamble.



     (e) "Company" shall have the meaning set forth in the preamble.





                                       1

{PAGE}



     (f) "Exchange Act" shall mean the Securities Exchange Act of 1934, as

amended, or any similar federal statute and the rules and regulations

thereunder, all as the same shall be in effect at the time.



     (g) "Good Reason" shall mean any action taken by the Company or any

subsidiary thereof (other than any such actions within the control of employee)

and not consented to by employee in writing, which has the following effect(s):

(i) any material breach of the terms of the employment agreement between

employee and the Company; (ii) any change in the formula or the means by which

employee's annual compensation is to be determined, or any failure to pay such

compensation to employee when due in accordance with the terms of such formula

and/or the employment agreement; (iii) any material diminution in employee's

duties and responsibilities, any change in employee's title as vice chairman of

the board of the Company, or any change in the reporting structure pursuant to

which employee reports directly to the board of directors of the Company; or

(iv) any failure by employee to be reelected as a director of the Company.



     (h) "Holders" shall have the meaning set forth in the preamble.



     (i) "Register," "registered" and "registration" shall refer to a

registration effected by preparing and filing a registration statement in

compliance with the Securities Act, and the declaration or ordering of the

effectiveness of such registration statement, and compliance with applicable

state securities laws.



     (j) "Registrable Securities" shall mean all of the following to the extent

the same have not been sold to the public: (i) any and all shares of Common

Stock issued at any time during the term of this Agreement to the Holders

pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated as

of July 1, 2005 by and among the Company and the Holders, among other parties;

or (ii) stock issued in respect of the securities referred to in (i) as a result

of a stock split, stock dividend, reclassification, exchange, recapitalization

or combination. Notwithstanding the foregoing, Registrable Securities shall not

include otherwise Registrable Securities (A) that have been sold by a Holder in

a transaction in which his rights under this Agreement are not properly

assigned; or (B) (I) sold to or through a broker or dealer or underwriter in a

public distribution or a public securities transaction, (II) sold in a

transaction exempt from the registration and prospectus delivery requirements of

the Securities Act under Section 4(1) thereof so that all transfer restrictions,

and restrictive legends with respect thereto, if any, are removed upon the

consummation of such sale or (III) the registration rights associated with such

securities have been terminated pursuant to Section 11 of this Agreement.



     (k) "Rule 144" shall mean Rule 144 under the Securities Act or any

successor or similar rule as may be enacted by the Commission from time to time,

but shall not include Rule 144A.



     (l) "Rule 144A" shall mean Rule 144A under the Securities Act or any

successor or similar rule as may be enacted by the Commission from time to time,

but shall not include Rule 144.





                                       2

{PAGE}



     (m) "Securities Act" shall mean the Securities Act of 1933, as amended, or

any similar federal statute and the rules and regulations thereunder, all as the

same shall be in effect at the time.



     (n) "Shelf Registration" means a registration effected pursuant to Section

2 hereof.



     (o) "Shelf Registration Statement" means a shelf registration statement of

the Company pursuant to the provisions of Section 2 hereof filed with the

Commission which covers some or all of the Registrable Securities, as

applicable, and, at the option of the Company, such shares of capital stock (or

other securities of the Company) as the Company shall designate therein (the

"Company Shelf Securities") on an appropriate form under Rule 415 under the

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC