Exhibit
      10.3

    


    Registration
      Rights Agreement

    


    This
      Registration Rights Agreement (the "Agreement")
      is
      made and entered into as of June 3, 2008 (the "Effective
      Date")
      among
      Triangle Petroleum Corporation, a Nevada corporation (the "Company"),
      the
      parties set forth Exhibit
      A
      hereto
      (each, a "Purchaser"
      and
      collectively, the "Purchasers"),
      and
      Canaccord Adams Inc., a Massachusetts corporation ("Canaccord"), which is acting
      as agent for each of the Purchasers.

    


    R
      e c i t a l s:

    


    The
      Purchasers have purchased units (“Units”)
      from
      the Company pursuant to Subscription Agreements (each, a "Subscription
      Agreement"
      and
      collectively, the "Subscription
      Agreements")
      by and
      between the Company and each Purchaser. Each Unit consists of one share of
      common stock of the Company (the “Shares”)
      and
      one-half of a warrant (the "Warrants"),
      each
      whole Warrant entitling the holder to purchase one share of common stock at
      $2.25 per share (the “Warrant
      Shares”),
      at
      any time during the two years following the Closing Date.

    


    The
      Company and the Purchasers desire to set forth the registration rights to be
      granted by the Company to the Purchasers.

    


    Now,
      Therefore,
      in
      consideration of the mutual promises, representations, warranties, covenants,
      and conditions set forth herein, in the Subscription Agreements, or otherwise,
      the parties mutually agree as follows: 

    


    A
      g r e e m e n t:

    


    1. Certain
      Definitions.
      As used
      in this Agreement, the following terms shall have the following respective
      meanings:

    


    "Approved
      Market"
      means
      the Nasdaq National Market, the Nasdaq SmallCap Market, the New York Stock
      Exchange, Inc., the American Stock Exchange, Inc., the OTC Bulletin Board,
      the
      Toronto Stock Exchange or the Toronto Stock Exchange Venture.

    


    "Blackout
      Period"
      means,
      with respect to a registration, a period in each case commencing on the day
      immediately after the Company notifies the Purchasers and Canaccord that they
      are required, pursuant to Section 4(f), to suspend offers and sales of
      Registrable Securities during which the Company, in the good faith judgment
      of
      its Board of Directors, determines (because of the existence of, or in
      anticipation of, any acquisition, financing activity, or other transaction
      involving the Company, or the unavailability for reasons beyond the Company's
      control of any required financial statements, disclosure of information which
      is
      in its best interest not to publicly disclose, or any other event or condition
      of similar significance to the Company) that the registration and distribution
      of the Registrable Securities to be covered by such registration statement,
      if
      any, would be seriously detrimental to the Company and its shareholders and
      ending on the earlier of (1) the date upon which the material non-public
      information commencing the Blackout Period is disclosed to the public or ceases
      to be material and (2) such time as the Company notifies the selling Holders
      that the Company will no longer delay such filing of the Registration Statement,
      recommence taking steps to make such Registration Statement effective, or allow
      sales pursuant to such Registration Statement to resume; provided,
      however,
      that (a)
      the Company shall limit its use of Blackout Periods, in the aggregate, to 60
      Trading Days in any 12-month period and (b) no Blackout Period may commence
      sooner than 60 days after the end of a prior Blackout Period.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Business
      Day"
      means
      any day of the year, other than a Saturday, Sunday, or other day on which the
      Commission is required or authorized to close.

    


    "Closing
      Date"
      means
      June 3, 2008, or such other time as is mutually agreed between the Company
      and
      the Purchasers for the closing of the sale referred to in Recital A
      above.

    


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

    


    "Common
      Stock"
      means
      the common stock, $.00001 par value per share, of the Company and any and all
      shares of capital stock or other equity securities of: (i) the Company which
      are
      added to or exchanged or substituted for the Common Stock by reason of the
      declaration of any stock dividend or stock split, the issuance of any
      distribution or the reclassification, readjustment, recapitalization, or other
      such modification of the capital structure of the Company; and (ii) any other
      corporation, now or hereafter organized under the laws of any state or other
      governmental authority, with which the Company is merged, which results from
      any
      consolidation or reorganization to which the Company is a party, or to which
      is
      sold all or substantially all of the shares or assets of the Company, if
      immediately after such merger, consolidation, reorganization, or sale, the
      Company or the stockholders of the Company own equity securities having in
      the
      aggregate more than 50% of the total voting power of such other
      corporation.

    


    "Equity
      Securities"
      means
      (i) any Common Stock, (ii) any security convertible, with or without
      consideration, into any Common Stock (including any option to purchase such
      a
      convertible security), (iii) any security carrying any warrant or right to
      subscribe to or purchase any Common Stock, or (iv) any such warrant or
      right.

    


    "Exchange
      Act"
      means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      of the Commission promulgated thereunder.

    


    "Family
      Member"
      means
      (a) with respect to any individual, such individual's spouse, any descendants
      (whether natural or adopted), any trust all of the beneficial interests of
      which
      are owned by any of such individuals or by any of such individuals together
      with
      any organization described in Section 501(c)(3) of the Internal Revenue Code
      of
      1986, as amended, the estate of any such individual, and any corporation,
      association, partnership, or limited liability company all of the equity
      interests of which are owned by those above described individuals, trusts,
      or
      organizations and (b) with respect to any trust, the owners of the beneficial
      interests of such trust.

    


    "Form
      S-1"
      and
      "Form
      S-3"
      mean
      such forms under the Securities Act as in effect on the date hereof.


     

    "Holder"
      means
      each Purchaser, or any successor or Permitted Assignee of a Purchaser, who
      acquire rights in accordance with this Agreement with respect to the Registrable
      Securities directly or indirectly from a Purchaser, including from any Permitted
      Assignee.

    


    "Inspector"
      means
      any attorney, accountant, or other agent retained by a Purchaser for the
      purposes provided in Section 4(j).


    
      
        
        

      

      
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    "Offering
      Price"
      means
      the price at which the Units have been sold to the Purchasers pursuant to the
      Subscription Agreements.

    


    "Permitted
      Assignee"
      means
      (a) with respect to a partnership, its partners or former partners in
      accordance with their partnership interests, (b) with respect to a
      corporation, its shareholders in accordance with their interest in the
      corporation, (c) with respect to a limited liability company, its members
      or former members in accordance with their interest in the limited liability
      company, (d) with respect to an individual party, any Family Member of such
      party, (e) an entity that is controlled by, controls, or is under common control
      with a transferor, or (f) a party to this Agreement.

    


    The
      terms
      "register,"
      "registered,"
      and
      "registration"
      refers
      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.

    


    "Registrable
      Securities"
      means
      the Warrant Shares excluding
      (A) any
      Registrable Securities that have been publicly sold or may be publicly sold
      immediately without registration under the Securities Act either pursuant to
      Rule 144(b) of the Securities Act or otherwise; (B) any Registrable Securities
      sold by a person in a transaction pursuant to a registration statement filed
      under the Securities Act; or (C) any Registrable Securities that are at the
      time
      subject to an effective registration statement under the Securities Act.


    


    "Registration
      Default Date"
      means
      the date 150 days after the Closing Date.

    


    "Registration
      Default Period"
      means
      the period following the Registration Default Date during which any Registration
      Event occurs and is continuing.

    


    "Registration
      Event"
      means
      the occurrence of any of the following events:

    


    (a) the
      Registration Statement covering Registrable Securities is not declared effective
      by the Commission on or before the Registration Default Date,

    


    (b) after
      the
      SEC Effective Date, sales cannot be made pursuant to the Registration Statement
      for any reason (including without limitation by reason of a stop order, or
      the
      Company's failure to update the Registration Statement) but except as excused
      pursuant to Section 3(a) or excused for the reasons specified in clause (c),
      or

    


    (c) the
      Common Stock generally or the Registrable Securities specifically are not listed
      or included for quotation on an Approved Market, or trading of the Common Stock
      is suspended or halted on the Approved Market, which at the time constitutes
      the
      principal market for the Common Stock, for more than two full, consecutive
      Trading Days; provided,
      however,
      a
      Registration Event shall not be deemed to occur if all or substantially all
      trading in equity securities (including the Common Stock) is suspended or halted
      on the Approved Market for any length of time.

    


    "Registration
      Statement"
      means
      the registration statement required to be filed by the Company pursuant to
      Section 3(a).

    


    "Rule
      415"
      means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same purpose and
      effect as such Rule.


    
      
        
        

      

      
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    "Securities
      Act"
      means
      the Securities Act of 1933, as amended, or any similar federal statute
      promulgated in replacement thereof, and the rules and regulations of the
      Commission thereunder, all as the same shall be in effect at the
      time.

    


    "SEC
      Effective Date"
      means
      the date the Registration Statement is declared effective by the
      Commission.

    


    "Trading
      Day"
      means a
      day on which (a) the national securities exchange, (b) the Nasdaq Stock Market,
      or (c) such other securities market, in any such case which at the time
      constitutes the principal securities market for the Common Stock, is open for
      general trading of securities.

    


    2. Term.
      This
      Agreement shall continue in full force and effect for a period of two (2) years
      from the Effective Date, unless terminated sooner hereunder.

    


    3. Registration.

    


    (a) Registration
      on Form S-1 or Form S-3.
      As
      promptly as reasonably practicable after the date hereof, and within 60 days
      following the Closing Date, the Company shall file with the Commission a shelf
      registration statement on Form S-1, or, if available, Form S-3 relating to
      the
      resale by the Holders of all of the Registrable Securities; provided,
      however,
      that
      the Company shall not be obligated to effect any such registration,
      qualification, or compliance pursuant to this Section 3(a), or keep such
      registration effective pursuant to Section 4: (i) in any particular jurisdiction
      in which the Company would be required to qualify to do business as a foreign
      corporation or as a dealer in securities under the securities or blue sky laws
      of such jurisdiction (or to execute a general consent to service of process)
      in
      effecting such registration, qualification, or compliance, in each case where
      it
      has not already done so; or (ii) during any Blackout Period.

    


    (b) Failure
      to File Registration Statement.
      If a
      Registration Event occurs, then the Company will make payments to each Purchaser
      as partial liquidated damages for the minimum amount of damages to the Purchaser
      by reason thereof, and not as a penalty, at a rate equal to one
      percent (1.0%) of the Offering Price per
      Unit
      held
      by such Purchaser per month, for each calendar month of the Registration Default
      Period or portion thereof, provided that partial liquidated damages shall not
      be
      paid with respect to those Registrable Securities which cannot be registered
      under Rule 415 solely as a result of action by the Commission. The partial
      liquidated damages shall not exceed an aggregate of 5.0% of the aggregate
      purchase price paid by the Purchasers pursuant to this Agreement. Each such
      payment shall be due and payable within five days after the end of each calendar
      month of the Registration Default Period until the termination of the
      Registration Default Period and within five days after such termination. Such
      payments shall be in partial compensation to the Purchaser, and shall not
      constitute the Purchaser's exclusive remedy for such events. The Registration
      Default Period shall terminate upon (i) the SEC Effective Date in the case
      of
      clause (a) of the definition of "Registration Event," (ii) the ability of the
      Purchaser to effect sales pursuant to the Registration Statement in the case
      of
      clause (b) of the definition of "Registration Event," and (iii) the listing
      or
      inclusion and/or trading
      of the Common Stock on an Approved Market, as the case may be, in the case
      of
      clause (c) of the definition of "Registration Event." The amounts payable as
      partial liquidated damages pursuant to this paragraph shall be payable in lawful
      money of the United States. Amounts payable as partial liquidated damages to
      each Purchaser hereunder with respect to each share of Registrable Securities
      shall cease when the Purchaser no longer holds such share of Registrable
      Securities.

    


    4. Registration
      Procedures.
      In the
      case of each registration effected by the Company pursuant to Section 3 hereof,
      the Company will keep each Holder reasonably advised in writing (which may
      include e-mail) as to the initiation of each registration and as to the
      completion thereof. With respect to any registration statement filed pursuant
      to
      Section 3, the Company will use its commercially reasonable best efforts to:
      


    
      
        
        

      

      
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    (a) prepare
      and file with the Commission with respect to such Registrable Securities, a
      registration statement on Form S-1, or any other form for which the Company
      then
      qualifies or which counsel for the Company shall deem appropriate, and which
      form shall be available for the sale of the Registrable Securities in accordance
      with the intended method(s) of distribution thereof, and use its commercially
      reasonable efforts to cause such registration statement to become effective
      as
      soon as possible and remain effective at least for a period ending with the
      first to occur of (i) the sale of all Registrable Securities covered by the
      registration statement, or (ii) two years after the Closing Date (in each case,
      the
      "Effectiveness Period");
      provided
      that no
      later than two business days before filing with the Commission a registration
      statement or prospectus or any amendments or supplements thereto, the Company
      shall (i) furnish to (A) one special counsel ("Holders'
      Counsel")
      selected by the Company for the benefit of the Holders, copies of all such
      documents proposed to be filed (excluding any exhibits other than applicable
      underwriting documents), in substantially the form proposed to be filed, which
      documents shall be subject to the review of such Holders' Counsel, and (ii)
      notify each Holder of Registrable Securities covered by such registration
      statement of any stop order issued or threatened by the Commission and take
      all
      reasonable actions required to prevent the entry of such stop order or to remove
      it if entered. Each Holder, severally and not jointly agrees to furnish to
      the
      Company a completed Questionnaire in the form attached to this Agreement as
      Exhibit B (a “Selling
      Holder Questionnaire”)
      not
      more than ten Trading Days after the Closing Date;

    


    (b) if
      a
      registration statement is subject to review by the Commission, promptly respond
      to all comments and diligently pursue resolution of any comments to the
      satisfaction of the Commission;

    


    (c) prepare
      and file with the Commission such amendments and supplements to such
      registration statement and the prospectus used in connection therewith as may
      be
      necessary to keep such registration statement effective during the Effectiveness
      Period (but in any event at least until expiration of the 90-day period referred
      to in Section 4(3) of the Securities Act and Rule 174, or any successor thereto,
      thereunder, if applicable), and comply with the provisions of the Securities
      Act
      with respect to the disposition of all securities covered by such registration
      statement during such period in accordance with the intended method(s) of
      disposition by the sellers thereof set forth in such registration
      statement;

    


    (d) furnish,
      without charge, to each Holder of Registrable Securities covered by such
      registration statement (i) a reasonable number of copies of such registration
      statement (including any exhibits thereto other than exhibits incorporated
      by
      reference), each amendment and supplement thereto as such Holder may request,
      (ii) such number of copies of the prospectus included in such registration
      statement (including each preliminary prospectus and any other prospectus filed
      under Rule 424 under the Securities Act) as such Holders may request, in
      conformity with the requirements of the Securities Act, and (iii) such other
      documents as such Holder may reasonably request in order to facilitate the
      disposition of the Registrable Securities owned by such Holder, but only during
      the Effectiveness Period;

    


    (e) register
      or qualify such Registrable Securities under such other applicable securities
      or
      blue sky laws of such jurisdictions as any Holder of Registrable Securities
      covered by such registration statement reasonably requests as may be necessary
      for the marketability of the Registrable Securities within the United States
      (such request to be made by the time the applicable registration statement
      is
      deemed effective by the Commission) and do any and all other acts and things
      which may be reasonably necessary or advisable to enable such Holder to
      consummate the disposition in such jurisdictions of the Registrable Securities
      owned by such Holder; provided
      that the
      Company shall not be required to (i) qualify generally to do business in any
      jurisdiction where it would not otherwise be required to qualify but for this
      paragraph (e), (ii) subject itself to taxation in any such jurisdiction, or
      (iii) consent to general service of process in any such
      jurisdiction;


    
      
        
        

      

      
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    (f) as
      promptly as practicable after becoming aware of such event, notify each Holder
      of such Registrable Securities at any time when a prospectus relating thereto
      is
      required to be delivered under the Securities Act of the happening of any event
      which comes to the Company's attention if as a result of such event the
      prospectus included in such registration statement contains an untrue statement
      of a material fact or omits to state any material fact required to be stated
      therein or necessary to make the statements therein not misleading and the
      Company shall promptly prepare and furnish to such Holder a supplement or
      amendment to such prospectus (or prepare and file appropriate reports under
      the
      Exchange Act) so that, as thereafter delivered to the purchasers of such
      Registrable Securities, such prospectus shall not contain an untrue statement
      of
      a material fact or omit to state any material fact required to be stated therein
      or necessary to make the statements therein not misleading, unless suspension
      of
      the use of such prospectus otherwise is authorized herein or in the event of
      a
      Blackout Period, in which case no supplement or amendment need be furnished
      (or
      Exchange Act filing made) until the termination of such suspension or Blackout
      Period; 

    


    (g) comply,
      and continue to comply during the period that such registration statement is
      effective under the Securities Act, in all material respects with the Securities
      Act and the Exchange Act and with all applicable rules and regulations of the
      Commission with respect to the disposition of all securities covered by such
      registration statement, and make available to its security holders, as soon
      as
      reasonably practicable, an earnings statement covering the period of at least
      12
      months, but not more than 18 months, beginning with the first full calendar
      month after the SEC Effective Date, which earnings statement shall satisfy
      the
      provisions of Section 11(a) of the Securities Act.

    


    (h) as
      promptly as practicable after becoming aware of such event, notify each Holder
      of Registrable Securities being offered or sold pursuant to the Registration
      Statement of the issuance by the Commission of any stop order or other
      suspension of effectiveness of the Registration Statement at the earliest
      possible time;

    


    (i) permit
      the Holders of Registrable Securities being included in the Registration
      Statement and their legal counsel, at such Holder's sole cost and expense
      (except as otherwise specifically provided in Section 6) to review and have
      a
      reasonable opportunity to comment on the Registration Statement and all
      amendments and supplements thereto at least two Business Days prior to their
      filing with the Commission;

    


    (j)
       make
      available for inspection by any Holder and any Inspector retained by such
      Holder, at such Holder's sole expense, all records as shall be reasonably
      necessary to enable such Holder to exercise its due diligence responsibility,
      and cause the Company's officers, directors, and employees to supply all
      information which such Holder or any Inspector may reasonably request for
      purposes of such due diligence; provided,
      however, that
      such
      Holder shall hold in confidence and shall not make any disclosure of any
      information which the Company determines in good faith to be confidential,
      and
      of which determination such Holder is so notified at the time such Holder
      receives such information, unless (i) the disclosure of such information is
      necessary to avoid or correct a misstatement or omission in the Registration
      Statement and a reasonable time prior to such disclosure the Holder shall have
      informed the Company of the need to so correct such misstatement or omission
      and
      the Company shall have failed to correct such misstatement of omission, (ii)
      the
      release of such information is ordered pursuant to a subpoena or other order
      from a court or governmental body of competent jurisdiction, or (iii) the
      information has been made generally available to the public other than by
      disclosure in violation of this agreement. The Company shall not be required
      to
      disclose any confidential information to any Inspector until and unless such
      Inspector shall have entered into a confidentiality agreement with the Company
      with respect thereto, substantially in the form of this Section 4(j). Each
      Holder agrees that it shall, upon learning that disclosure of such information
      is sought in or by a court or governmental body of competent jurisdiction or
      through other means, give prompt notice to the Company and allow the Company,
      at
      the Company's expense, to undertake appropriate action to prevent disclosure
      of,
      or to obtain a protective order for, the information deemed confidential. The
      Company shall hold in confidence and shall not make any disclosure of
      information concerning a Holder provided to the Company pursuant to this
      Agreement unless (i) disclosure of such information is necessary to comply
      with
      federal or state securities laws, (ii) disclosure of such information to the
      Staff of the Division of Corporation Finance is necessary to respond to comments
      raised by the Staff in its review of the Registration Statement, (iii)
      disclosure of such information is necessary to avoid or correct a misstatement
      or omission in the Registration Statement, (iv) release of such information
      is
      ordered pursuant to a subpoena or other order from a court or governmental body
      of competent jurisdiction, or (v) such information has been made generally
      available to the public other than by disclosure in violation of this agreement.
      The Company agrees that it shall, upon learning that disclosure of such
      information concerning a Holder is sought in or by a court or governmental
      body
      of competent jurisdiction or through other means, give prompt notice to such
      Holder and allow such Holder, at such Holder's expense, to undertake appropriate
      action to prevent disclosure of, or to obtain a protective order for, such
      information;


    
      
        
        

      

      
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    (k) use
      its
      best efforts to cause all the Registrable Securities covered by the Registration
      Statement to be listed or quoted on the principal securities market on which
      securities of the same class or series issued by the Company are then listed
      or
      traded;

    


    (l) provide
      a
      transfer agent and registrar, which may be a single entity, for the Registrable
      Securities at all times;

    


    (m) cooperate
      with the Holders of Registrable Securities being offered pursuant to the
      Registration Statement to facilitate the timely preparation and delivery of
      certificates (not bearing any restrictive legends) representing Registrable
      Securities to be offered pursuant to the Registration Statement and enable
      such
      certificates to be in such denominations or amounts as the Holders may
      reasonably request and registered in such names as the Holders may request;
      and

    


    (n) take
      all
      other reasonable actions necessary to expedite and facilitate disposition by
      the
      Holders of the Registrable Securities pursuant to the Registration
      Statement.

    


    5. Suspension
      of Offers and Sales.
      Each
      Holder of Registrable Securities agrees that, upon receipt of any notice from
      the Company of the happening of any event of the kind described in Section
      4(f)
      hereof or of the commencement of an Blackout Period, such Holder shall
      discontinue disposition of Registrable Securities pursuant to the registration
      statement covering such Registrable Securities until such Holder's receipt
      of
      the copies of the supplemented or amended prospectus contemplated by Section
      4(f) hereof or notice of the end of the Blackout Period, and, if so directed
      by
      the Company, such Holder shall deliver to the Company (at the Company's expense)
      all copies (including, without limitation, any and all drafts), other than
      permanent file copies, then in such Holder's possession, of the prospectus
      covering such Registrable Securities current at the time of receipt of such
      notice. In the event the Company shall give any such notice, the period
      mentioned in Section 4(a)(iii) hereof shall be extended by the greater of (i)
      ten business days or (ii) the number of days during the period from and
      including the date of the giving of such notice pursuant to Section 4(f) hereof
      to and including the date when each Holder of Registrable Securities covered
      by
      such registration statement shall have received the copies of the supplemented
      or amended prospectus contemplated by Section 4(f) hereof.

    


    6. Registration
      Expenses.
      The
      Company shall pay all expenses in connection with any registration, including,
      without limitation, all registration, filing, stock exchange and NASD fees,
      printing expenses, all fees and expenses of complying with securities or blue
      sky laws and the fees and disbursements of counsel for the Company and of its
      independent accountants; provided that, in any underwritten registration, each
      party shall pay for its own underwriting discounts and commissions and transfer
      taxes. In no event shall the Company be responsible for any broker or similar
      commissions or any legal fees or other costs of the Holders.


    
      
        
        

      

      
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    7. Assignment
      of Rights.
      No
      Holder may assign its rights under this Agreement to any party without the
      prior
      written consent of the Company; provided,
      however,
      that a
      Holder may assign its rights under this Agreement without such restrictions
      to a
      Permitted Assignee as long as (a) such transfer or assignment is effected in
      accordance with applicable securities laws; (b) such transferee or assignee
      agrees in writing to become subject to the terms of this Agreement; and (c)
      the
      Company is given written notice by such Holder of such transfer or assignment,
      stating the name and address of the transferee or assignee and identifying
      the
      Registrable Securities with respect to which such rights are being transferred
      or assigned.

    


    8. Information
      by Holder.
      The
      Holder or Holders of Registrable Securities included in any registration shall
      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.

    


    9. Delay
      of Registration.
      No
      Holder shall have any right to obtain or seek an injunction restraining or
      otherwise delaying any registration pursuant to this Agreement as the result
      of
      any controversy that might arise with respect to the interpretation or
      implementation of this Agreement.

    


    10. Indemnification.

    


    (a) In
      the
      event of the offer and sale of Registrable Securities held by Holders under
      the
      Securities Act, the Company shall, and hereby does, indemnify and hold harmless,
      to the fullest extent permitted by law, each Holder, its directors, officers,
      partners, each other person who participates as an underwriter in the offering
      or sale of such securities, and each other person, if any, who controls or
      is
      under common control with such Holder or any such underwriter within the meaning
      of Section 15 of the Securities Act, against any losses, claims, damages, or
      liabilities, joint or several, and expenses to which the Holder or any such
      director, officer, partner, or underwriter or controlling person may become
      subject under the Securities Act or otherwise, insofar as such losses, claims,
      damages, liabilities, or expenses (or actions or proceedings, whether commenced
      or threatened, in respect thereof) arise out of or are based upon any untrue
      statement or alleged untrue statement of any material fact contained in any
      registration statement under which such shares were registered under the
      Securities Act, any preliminary prospectus, final prospectus, or summary
      prospectus contained therein, or any amendment or supplement thereto, or any
      omission or alleged omission to state therein a material fact required to be
      stated therein or necessary to make the statements therein in light of the
      circumstances in which they were made not misleading, and the Company shall
      reimburse the Holder, and each such director, officer, partner, underwriter,
      and
      controlling person for any legal or any other expenses reasonably incurred
      by
      them in connection with investigating, defending, or settling any such loss,
      claim, damage, liability, action, or proceeding; provided that the foregoing
      shall not apply to, and the Company shall not be liable, in any such case (i)
      to
      the extent that any such loss, claim, damage, liability (or action or proceeding
      in respect thereof), or expense arises out of or is based upon an untrue
      statement or alleged untrue statement in or omission or alleged omission from
      such registration statement, any such preliminary prospectus, final prospectus,
      summary prospectus, amendment, or supplement in reliance upon and in conformity
      with written information furnished to the Company through an instrument duly
      executed by or on behalf of such Holder specifically stating that it is for
      use
      in the preparation thereof, (ii) provided that the Company has complied with
      its
      obligations hereunder to furnish such Holder with copies of the applicable
      prospectus, if the person asserting any such loss, claim, damage, or liability
      (or action or proceeding in respect thereof) who purchased the Registrable
      Securities that are the subject thereof did not receive a copy of an amended
      preliminary prospectus or the final prospectus (or the final prospectus as
      amended or supplemented) at or prior to the written confirmation of the sale
      of
      such Registrable Securities to such person because of the failure of such Holder
      or underwriter to so provide such amended preliminary or final prospectus and
      the untrue statement or alleged untrue statement or omission or alleged omission
      of a material fact made in such preliminary prospectus was corrected in the
      amended preliminary or final prospectus (or the final prospectus as amended
      or
      supplemented), or (iii) provided that the plan of distribution mechanics
      described in the applicable prospectus are, in form and substance, reasonable
      and customary for transactions of this type, to the extent that the Holders
      failed to comply with the terms of such plan of distribution mechanics. Such
      indemnity shall remain in full force and effect regardless of any investigation
      made by or on behalf of the Holders, or any such director, officer, partner,
      underwriter, or controlling person and shall survive the transfer of such shares
      by the Holder.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (b) As
      a
      condition to including any Registrable Securities to be offered by a Holder
      in
      any registration statement filed pursuant to this Agreement, each such Holder
      agrees to be bound by the terms of this Section 10 and to indemnify and hold
      harmless, to the fullest extent permitted by law, the Company, its directors
      and
      officers, and each other person, if any, who controls the Company within the
      meaning of Section 15 of the Securities Act, legal counsel and accountants
      for
      the Company, any underwriter, any other Holder selling securities in such
      registration statement, and any controlling person within the meaning of the
      Securities Act of any such underwriter or other Holder, against any losses,
      claims, damages, or liabilities, joint or several, to which the Company or
      any
      such director or officer or controlling person may become subject under the
      Securities Act or otherwise, insofar as such losses, claims, damages, or
      liabilities (or actions or proceedings, whether commenced or threatened, in
      respect thereof) arise out of or are based upon (i) an untrue statement or
      alleged untrue statement in or omission or alleged omission from such
      registration statement, any preliminary prospectus, final prospectus, or summary
      prospectus contained therein, or any amendment or supplement thereto, if such
      statement or alleged statement or omission or alleged omission was made in
      reliance upon and in conformity with written information about such Holder
      as a
      Holder of the Company furnished to the Company, (ii) provided that the Company
      has complied with its obligations hereunder to furnish such Holder with copies
      of the applicable prospectus, if the person asserting any such loss, claim,
      damage, or liability (or action or proceeding in respect thereof) who purchased
      the Registrable Securities that are the subject thereof did not receive a copy
      of an amended preliminary prospectus or the final prospectus (or the final
      prospectus as amended or supplemented) at or prior to the written confirmation
      of the sale of such Registrable Securities to such person because of the failure
      of such Holder or underwriter to so provide such amended preliminary or final
      prospectus and the untrue statement or alleged untrue statement or omission
      or
      alleged omission of a material fact made in such preliminary prospectus was
      corrected in the amended preliminary or final prospectus (or the final
      prospectus as amended or supplemented), or (iii) provided that the plan of
      distribution mechanics described in the applicable prospectus are, in form
      and
      substance, reasonable and customary for transactions of this type, to the extent
      that the Holders failed to comply with the terms of such plan of distribution
      mechanics. Such indemnity shall remain in full force and effect regardless
      of
      any investigation made by or on behalf of the Holders, or any such director,
      officer, partner, underwriter, or controlling person and shall survive the
      transfer of such shares by the Holder, and such Holder shall reimburse the
      Company, and each such director, officer, legal counsel and accountants,
      underwriter, other Holder, and controlling person for any legal or other
      expenses reasonably incurred by them in connection with investigating,
      defending, or settling and such loss, claim, damage, liability, action, or
      proceeding; provided,
      however,
      that
      such indemnity agreement found in this Section 10(b) shall in no event exceed
      the gross proceeds from the offering received by such Holder. Such indemnity
      shall remain in full force and effect, regardless of any investigation made
      by
      or on behalf of the Company or any such director, officer, or controlling person
      and shall survive the transfer by any Holder of such shares.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    (c) Promptly
      after receipt by an indemnified party of notice of the commencement of any
      action or proceeding involving a claim referred to in Section 10(a) or (b)
      hereof (including any governmental action), such indemnified party shall, if
      a
      claim in respect thereof is to be made against an indemnifying party, give
      written notice to the indemnifying party of the commencement of such action;
      provided that the failure of any indemnified party to give notice as provided
      herein shall not relieve the indemnifying party of its obligations under Section
      10(a) or (b) hereof, except to the extent that the indemnifying party is
      actually prejudiced by such failure to give notice. In case any such action
      is
      brought against an indemnified party, unless in the reasonable judgment of
      counsel to such indemnified party a conflict of interest between such
      indemnified and indemnifying parties may exist or the indemnified party may
      have
      defenses not available to the indemnifying party in respect of such claim,
      the
      indemnifying party shall be entitled to participate in and to assume the defense
      thereof, with counsel reasonably satisfactory to such indemnified party and,
      after notice from the indemnifying party to such indemnified party of its
      election so to assume the defense thereof, the indemnifying party shall not
      be
      liable to such indemnified party for any legal or other expenses subsequently
      incurred by the latter in connection with the defense thereof, unless in such
      indemnified party's reasonable judgment a conflict of interest between such
      indemnified and indemnifying parties arises in respect of such claim after
      the
      assumption of the defenses thereof or the indemnifying party fails to defend
      such claim in a diligent manner, other than reasonable costs of investigation.
      Neither an indemnified nor an indemnifying party shall be liable for any
      settlement of any action or proceeding effected without its consent. No
      indemnifying party shall, without the consent of the indemnified party, 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 such
      indemnified party of a release from all liability in respect of such claim
      or
      litigation. Notwithstanding anything to the contrary set forth herein, and
      without limiting any of the rights set forth above, in any event any party
      shall
      have the right to retain, at its own expense, counsel with respect to the
      defense of a claim.

    


    (d) In
      the
      event that an indemnifying party does or is not permitted to assume the defense
      of an action pursuant to Section 10(c) or in the case of the expense
      reimbursement obligation set forth in Section 10(a) and (b), the indemnification
      required by Section 10(a) and (b) hereof shall be made by periodic payments
      of
      the amount thereof during the course of the investigation or defense, as and
      when bills received or expenses, losses, damages, or liabilities are
      incurred.

    


    (e) If
      the
      indemnification provided for in this Section 10 is held by a court of competent
      jurisdiction to be unavailable to an indemnified party with respect to any
      loss,
      liability, claim, damage, or expense referred to herein, the indemnifying party,
      in lieu of indemnifying such indemnified party hereunder, shall (i) contribute
      to the amount paid or payable by such indemnified party as a result of such
      loss, liability, claim, damage, or expense as is appropriate to reflect the
      proportionate relative fault of the indemnifying party on the one hand and
      the
      indemnified party on the other (determined by reference to, among other things,
      whether the untrue or alleged untrue statement of a material fact or omission
      relates to information supplied by the indemnifying party or the indemnified
      party and the parties' relative intent, knowledge, access to information, and
      opportunity to correct or prevent such untrue statement or omission), or (ii)
      if
      the allocation provided by clause (i) above is not permitted by applicable
      law
      or provides a lesser sum to the indemnified party than the amount hereinafter
      calculated, not only the proportionate relative fault of the indemnifying party
      and the indemnified party, but also the relative benefits received by the
      indemnifying party on the one hand and the indemnified party on the other,
      as
      well as any other relevant equitable considerations. No indemnified party guilty
      of fraudulent misrepresentation (within the meaning of Section 11(f) of the
      Securities Act) shall be entitled to contribution from any indemnifying party
      who was not guilty of such fraudulent misrepresentation.

    


    (f) Other
      Indemnification.
      Indemnification similar to that specified in the preceding subsections of this
      Section 10 (with appropriate modifications) shall be given by the Company and
      each Holder of Registrable Securities with respect to any required registration
      or other qualification of securities under any federal or state law or
      regulation or governmental authority other than the Securities
      Act.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    11. Miscellaneous.

    


    (a) Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York and the United States of America, both substantive and
      remedial. Any judicial proceeding brought hereto shall be brought in the courts
      of the State of New York, New York County, or in the United States District
      Court for the Southern District of New York and, by its execution and delivery
      of this agreement, each party to this Agreement accepts the jurisdiction of
      such
      courts. The foregoing consent to jurisdiction shall not be deemed to confer
      rights on any person other than the parties to this Agreement.

    


    (b) Successors
      and Assigns.
      Except
      as otherwise provided herein, the provisions hereof shall inure to the benefit
      of, and be binding upon, the successors, Permitted Assigns, executors, and
      administrators of the parties hereto. In the event the Company merges with,
      or
      is otherwise acquired by, a direct or indirect subsidiary of a publicly traded
      company, the Company shall condition the merger or acquisition on the assumption
      by such parent company of the Company's obligations under this Agreement.


    


    (c) Entire
      Agreement.
      This
      Agreement constitutes the full and entire understanding and agreement between
      the parties with regard to the subjects hereof.

    


    (d) Notices,
      etc.
      All
      notices or other communications which are required or permitted under this
      Agreement shall be in writing and sufficient if delivered by hand, by facsimile
      transmission, by registered or certified mail, postage pre-paid, by electronic
      mail, or by courier or overnight carrier, to the persons at the addresses set
      forth below (or at such other address as may be provided hereunder), and shall
      be deemed to have been delivered as of the date so delivered: 

     

    
      
        	
                If
                  to the Company:

              	
                Triangle
                  Petroleum Corporation

              
	 	
                521
                  - 3 Avenue S.W., Suite 1250

              
	 	
                Calgary,
                  Alberta, Canada T2P 3T3

              
	 	
                Attention:
                  Mark Gustafson

              
	 	
                Facsimile:
                  (403) 262-4472

              
	 	
                e-mail:
                  mark@trianglepetroleum.com

              
	 	 
	
                with
                  a copy to:

              	
                Sichenzia
                  Ross Friedman Ference LLP

              
	 	
                61
                  Broadway

              
	 	
                New
                  York, New York 10006

              
	 	
                Attention:
                  Thomas A. Rose, Esq.

              
	 	
                Facsimile:
                  (212) 930-9725

              
	 	
                e-mail:
                  trose@srff.com

              
	 	 
	
                If
                  to the Purchasers:

              	
                To
                  each Purchaser at the address

              
	 	
                set
                  forth on Exhibit A

              
	 	 
	
                with
                  a copy to:

              	
                Canaccord
                  Adams Inc.

              
	 	
                Wells
                  Fargo Plaza

              
	 	
                1000
                  Louisiana, 71st Floor

              
	 	
                Houston,
                  Texas 77002

              
	 	
                Attention:
                  Christian Gibson

              
	 	
                Facsimile:
                  (713) 353-4227

              
	 	
                e-mail:
                  chris.gibson@canaccordadams.com

              


      

    

     

    or
      at
      such other address as any party shall have furnished to the other parties in
      writing.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (e) Delays
      or Omissions.
      No
      delay or omission to exercise any right, power, or remedy accruing to any Holder
      of any Registrable Securities, upon any breach or default of the Company under
      this Agreement, shall impair any such right, power, or remedy of such Holder
      nor
      shall it be construed to be a waiver of any such breach or default, or an
      acquiescence therein, or of or in any similar breach or default thereunder
      occurring; nor shall any waiver of any single breach or default be deemed a
      waiver of any other breach or default theretofore or thereafter occurring.
      Any
      waiver, permit, consent, or approval of any kind or character on the part of
      any
      Holder of any breach or default under this Agreement, or any waiver on the
      part
      of any Holder of any provisions or conditions of this Agreement, must be in
      writing and shall be effective only to the extent specifically set forth in
      such
      writing. All remedies, either under this Agreement, or by law or otherwise
      afforded to any holder, shall be cumulative and not alternative.

    


    (f) Titles
      and Subtitles.
      The
      titles and subtitles used in this Agreement are used for convenience only and
      are not to be considered in construing or interpreting this
      Agreement.

    


    (g) Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      enforceable against the parties actually executing such counterparts, and all
      of
      which together shall constitute one instrument.

    


    (h) Severability.
      In the
      case any provision of this Agreement shall be invalid, illegal, or
      unenforceable, the validity, legality, and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.

    


    (i) Amendments.
      The
      provisions of this Agreement may be amended at any time and from time to time,
      and particular provisions of this Agreement may be waived, with and only with
      an
      agreement or consent in writing signed by the Company and by the holders of
      a
      majority of the number of shares of Registrable Securities outstanding as of
      the
      date of such amendment or waiver. The Purchasers acknowledge that by the
      operation of this Section 11(i), the holders of a majority of the outstanding
      Registrable Securities may have the right and power to diminish or eliminate
      all
      rights of the Purchasers under this Agreement.

    


    
      	 	
              (j)

            	
              Limitation
                on Subsequent Registration Rights.
                After the date of this Agreement, the Company shall not, without
                the prior
                written consent of the Holders of at least a majority of the Registrable
                Share then outstanding, enter into any agreement with any holder
                or
                prospective holder of any securities of the Company that would grant
                such
                holder registration rights senior to those granted to the Holder
                hereunder.

            


    

    


    [signature
      page follows]


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    This
      Registration Rights Agreement is hereby executed as of the date first above
      written.

    


    
      	
              COMPANY:

            
	 
	
              TRIANGLE
                PETROLEUM CORPORATION

            
	 	 
	
              By:

            	
              /s/
                MARK GUSTAFSON

            
	 	
              Mark
                Gustafson

            
	 	
              Chief
                Executive Officer

            
	 	 
	
              HOLDERS:

            
	 
	
              CANACCORD
                ADAMS INC., Individually
                and as Agent and Attorney in Fact for the Purchasers listed on Exhibit
                A
                attached hereto

            
	 	 
	 	 
	
              By:

            	
              /s/
                CHRISTIAN B. GIBSON

            
	 	
              Christian
                B. Gibson

            
	 	
              Principal
                - Investment Banking

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    Exhibit
      A

     

    Purchaser
      Information

    


    
      	
              Canaccord
                Capital Corporation ITF 2035718 Ontario Inc. acct
                447-323F-1

            
	
              Insiders
                Trend Fund LP

            
	
              RBC
                Dexia Investor Services Trust in trust for account
                110-455-130

            
	
              RBC
                Dexia Investor Services Trust in trust for account
                111-440-001

            
	
              RBC
                Dexia Investor Services Trust in trust for account
                110-455-158

            
	
              RBC
                Dexia Investor Services Trust in trust for account
                110-455-029

            
	
              Cormark
                Securities Inc.

            
	
              RBC
                Dexia Investor Services Trust in trust for account
                110-455-161

            
	
              Scotia
                Capital Inc. in trust for account 403 00692

            
	
              RBC
                Dexia Investor Services Trust in trust for account
                086-220-001

            
	
              DB
                for 106-07240 John Templeton Foundation Sprott Asset Management,
                Inc.

            
	
              Roy
                M. Korins

            
	
              Sylvia
                Potter Family LTD Partnership

            
	
              Northern
                Valley Partners, LLC

            
	
              David
                L. Bradshaw

            
	
              Mark
                Gustafson

            
	
              Luxor
                Capital Partners, LP

            
	
              Luxor
                Spectrum Offshore, Ltd.

            
	
              Luxor
                Spectrum, LLC

            
	
              LCG
                Select Offshore, Ltd.

            
	
              LCG
                Select, LLC

            
	
              Luxor
                Capital Partners Offshore, Ltd.

            
	
              Atlas
                Master Fund Limited

            
	
              NBCN
                Inc. ITF a/c #26AA50U

            
	
              BMO
                Nesbitt Burns Inc. ITF a/c #402-20522-21

            
	
              Jayvee
                & Co ITF a/c #YCEF1162002

            
	
              NBCN
                Inc. ITF a/c #26AA06U

            
	
              J.
                Howard Anderson

            
	
              Chilton
                Global Natural Resources Partners, LP c/o Chilton Investment Company,
                LLC
                General Partner

            
	
              Stephen
                A. Holditch

            
	
              BMO
                Nesbitt Burns Inc. A/C Ref: 402-20185-29 (North Pole Capital Master
                Fund)
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      B

     

    TRIANGLE
      PETROLEUM CORPORATION

     

    SELLING
      STOCKHOLDERS’ QUESTIONNAIRE 

     

    The
      following information is requested from you in connection with the preparation
      and filing by Triangle Petroleum Corporation (the “Company”) of a Registration
      Statement on Form S-3 or other appropriate form (the “Registration Statement”)
      with the Securities and Exchange Commission (the “SEC”) covering the sale of
      shares of the Company’s common stock underlying Warrants by certain
      stockholders.

    


    We
      would
      appreciate your answering all of the questions included in this questionnaire,
      even though your answers may be in the negative, so that the Company will have
      a
      record of your responses for use in connection with the preparation of the
      Registration Statement. It
      is
      requested that you give careful attention to each question and that you complete
      this questionnaire personally.

    


    In
      order
      to assist you in completing this questionnaire, certain terms used herein are
      defined in the appendix which is attached to this questionnaire. Each of such
      defined terms has been bolded
      and italicized
      for
      identification. The term “person,” as used in this questionnaire, means any
      natural person, company, government or political subdivision, agency or
      instrumentality of a government.

    


    After
      you have completed the following questionnaire, please send the completed
      questionnaire by facsimile ((212) 930-9725) or overnight courier as soon as
      possible to the attention of James M. Turner at Sichenzia Ross Friedman Ference
      LLP, 61 Broadway, 32nd
      Floor, New York, New York 10006.

     

    *********************

     

    General
      Information

     

    1. Please
      provide your full name and address or the full name and address of the entity
      on
      whose behalf you are completing this questionnaire. The address may be a
      business, mailing or residence address.

    


    Name:
      _____________________________________________________________________________________________

     

    Address:
      ___________________________________________________________________________________________

     

    2.
      Name
      the Control Person of your organization:
      ______________________________________________________


    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    


    Securities
      Holdings

     

    1. Please
      fill in all blanks in the following questions related to your beneficial
      ownership
      of the
      Company’s common stock. Generally, the term “beneficial
      ownership”
      refers
      to any direct or indirect interest in the securities which entitles you to
      any
      of the rights or benefits of ownership, even though you may not be the holder
      of
      record of the securities. For example, securities held in “street name” over
      which you exercise voting or investment power would be considered beneficially
      owned
      by you.
      Other examples of indirect ownership include ownership by a partnership in
      which
      you are a partner or by an estate or trust of which you or any member of your
      immediate
      family
      is a
      beneficiary. Ownership of securities held in the names of your spouse, minor
      children or other relatives who live in the same household may be attributed
      to
      you.

    


    If
      you
      have any reason to believe that any interest in securities of the Company which
      you may have, however remote, is a beneficial interest, please describe such
      interest. For purposes of responding to this questionnaire, it is preferable
      to
      err on the side of inclusion rather than exclusion. Where the SEC’s
      interpretation of beneficial
      ownership
      would
      require disclosure of you interest or possible interest in certain securities
      of
      the Company, and you believe that you do not actually possess the attributes
      of
beneficial
      ownership,
      an
      appropriate response is to disclose the interest and at the same time disclaim
      beneficial
      ownership
      of the
      securities.

    


    Please
      indicate the amount of common stock of the Company or any of its subsidiaries
      which you beneficially
      owned
      as of
      the date hereof.

    


    For
      each
      holding:

    


    
      	 	
              ·

            	 	
              State
                the nature of the holding (i.e.,
                held in your own name, jointly, as a trustee or beneficiary of a
                trust, as
                a custodian, as an executor, in discretionary accounts, by your spouse
                or
                minor children, by a partnership of which you are a partner, etc.),
                and

            


    

     

    
      	 	
              ·

            	 	
              State
                whether you are the beneficial
                owner
                by
                reason of (i) sole voting power, (ii) shared voting power, (iii)
                sole
                investment power, (iv) shared investment power, (v) the right to
                acquire
                stock within 60 days of the end of the calendar year, and/or (vi)
                the
                right to acquire stock with the purpose of changing or influencing
                control.

            


    

     

    
      	 	
              ·

            	 	
              Indicate
                in the Remarks column whether you have sole or shared voting or investment
                power with respect to any such securities, and in what capacity
                (i.e.,
                individual, general partner, trustee) you have such power or
                powers.

            


    

     

    
      	 	
              ·

            	 	
              If
                you wish to disclaim beneficial
                ownership
                of
                any shares listed, so indicate by writing the word “Disclaim” in the
                Remarks column below; and you understand that such shares will be
                shown
                separately from your beneficial holdings and an appropriate disclaimer
                set
                forth.

            


    

     

    
      	 	
              ·

            	 	
              If
                any of the shares listed are subject to any claim, encumbrance, pledge
                or
                lien, so indicate in the Remarks
                column.

            


    

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

    


    
      	
              Number
                of   

              Shares  

            	 	
              Registered
                in 

              the
                Name of

            	 	
              Beneficially
                

              Owned
                by

            	 	
              Remarks

            	 	
              Shares Voted

            	 	
               

              Shares to be Sold

            	 
	
              ________

            	 	 	
              _____________ 

            	 	 	
              _____________ 

            	 	 	
              _____________ 

            	 	 	
              ________

            	 	 	
              ________ 

            	 
	
              ________ 

            	 	 	
              _____________ 

            	 	 	
              _____________ 

            	 	 	
              _____________ 

            	 	 	
              ________ 

            	 	 	
              ________ 

            	 
	
              ________

            	 	 	
              _____________ 

            	 	 	
              _____________ 

            	 	 	
              _____________ 

            	 	 	
              ________ 

            	 	 	
              ________ 

            	 
	
              ________

            	 	 	
              _____________ 

            	 	 	
              _____________ 

            	 	 	
              _____________ 

            	 	 	
              ________ 

            	 	 	
              ________ 

            	 
	
              ________

            	 	 	
              _____________ 

            	 	 	
              _____________ 

            	 	 	
              _____________ 

            	 	 	
              ________ 

            	 	 	
              ________ 

            	 
	
              ________

            	 	 	
              _____________ 

            	 	 	
              _____________ 

            	 	 	
              _____________ 

            	 	 	
              ________ 

            	 	 	
              ________ 

            	 
	
              ________

            	 	 	
              _____________ 

            	 	 	
              _____________ 

            	 	 	
              _____________ 

            	 	 	
              ________ 

            	 	 	
              ________ 

            	 
	
              
                _________

              

            	 	 	
              _______________

            	 	 	
              _______________

            	 	 	
              _______________

            	 	 	
              
                _________

              

            	 	 	
              
                _________

              

            	 


    

     

    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    

    


    2. 5%
      Stockholders

    


    To
      the
      best of my knowledge, all persons (including myself and my associates
      and
      including corporations, partnerships, trusts, associations and other such
      groups) who beneficially
      own
      more
      than 5% of any class of the Company’s stock are described below:

    


    
      	
              Name
                of 

              Beneficial
                

              Owner

            	 	
              Class
                of Shares 

              Beneficially

              Owned    

            	 	
              Holder
                of 

              Voting
                or 

              Investment
                Power

            


    


    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    

     

    No
      Adverse Interest

     

    All
      interests I or my associates
      have or
      will have that are adverse to the Company interests in any pending or
      contemplated legal proceeding or government investigation to which the Company
      is or will be a party (or to which its property may be subject) are described
      below:

     

    
      
        
        

      

      
        B-5

        
          

        

      

      
        
        

      

    

     

    Voting
      Arrangement

     

    All
      voting trusts or similar agreements or arrangements
      of which
      I have knowledge under which more than 5% of the Company’s outstanding common
      stock, on an as converted basis, is held or to be held are described below:
      

    


    
      	
              Names
                and Addresses of Voting Trustees

            	 	
              Voting
                Rights and Other Powers 

              Under
                Trust, Agreement or Arrangement

            
	 	 	 


    

     

    
      
        
        

      

      
        B-6

        
          

        

      

      
        
        

      

    

     

    Change
      in Control

     

    All
      arrangements
      of which
      I have knowledge, including any pledge by any person of securities of the
      Company, the operations of which may at a subsequent date result in a change
      in
control
      of the
      Company, are described below:


    
      
        
        

      

      
        B-7

        
          

        

      

      
        
        

      

    

     

    Transactions
      with the Company

     

    1. Information
      regarding all material
      interests of yours or your associates in any actual or proposed transaction
      during the last three fiscal years to which the Company was or is to be a party
      and that are identified under “Securities Holdings” above) is provided below.
Further,
      no such transaction need be described if:

    


    (a) the
      amount involved (including all periodic installments in the case of any lease
      or
      other agreement provided for periodic payments or installments and including
      the
      value of all transactions In a series of similar transactions) does not exceed
      $60,000;

    


    (b) the
      rates
      or charges involved in the transaction are fixed by law or governmental
      authority or determined by competitive bids;

    


    (c) the
      services involved are as a bank depositary of funds, transfer agent, registrar,
      trustee under a trust indenture or other similar service;

    


    (d) my
      interest arises solely from my ownership of securities of the Company and I
      received no extra or special benefit not shared on a pro rata basis by all
      other
      holders of securities in the same class;

    


    (e) my
      interest in the corporation that is a party to the transaction is solely as
      a
      director; or

    


    (f) my
      interest arose solely as an officer and/or director of the Company (e.g., my
      compensation arrangement with the Company).

    


    Description:

     

    
      
        
        

      

      
        B-8

        
          

        

      

      
        
        

      

    

     

    Affiliation
      with Accountants or attorneys

     

    Described
      below is any interest, affiliation or connection you have with the firm of
      Sichenzia Ross Friedman Ference LLP, Manning Elliott LLP, KPMG LLP or any other
      law firm or accounting firm that has been retained by the Company during the
      last three fiscal years or is proposed to be retained by the Company:



    
      
        
        

      

      
        B-9

        
          

        

      

      
        
        

      

    

     

    Contracts
      with the Company

     

    Described
      below are all contracts with the Company or in which the Company has a
      beneficial interest, or to which the Company has succeeded by assumption or
      assignment, to which you or any of your associates
      is a
      party, which are to be performed in whole or in part at or after the date of
      the
      proposed filing of the Registration Statement, or which were made not more
      than
      two years prior thereto:

     

    
      
        
        

      

      
        B-10

        
          

        

      

      
        
        

      

    


    NASD-RELATED
      QUESTIONS

     

    (1) Are
      you
      (i) a “member” of the National Association of Securities Dealers, Inc.
      (“NASD”),
      (ii)
      an “affiliate” of a member of the NASD, (iii) a “person associated with a
      member” or “associated person of a member” of the NASD or (iv) associated with
      an “underwriter or related person” with respect to the proposed initial public
      offering for the Company? 

    Yes o
No o

     

    


    For
      the
      sole purpose of this Question: (i) the NASD defines a “member” as being either
      any broker or dealer admitted to membership in the NASD or any officer or
      partner of such a member or the executive representative of such member or
      the
      substitute for such representative; (ii) the term “affiliate” means a person
      that directly, or indirectly through one or more intermediaries, controls,
      or is
      controlled by, or is in common control with the person specified. Persons who
      have acted or are acting on behalf or for the benefit of a person include,
      but
      are not necessarily limited to, directors, officers, employees, agents,
      consultants and sales representatives; (iii) the NASD defines a “person
      associated with a member” or “associated person of a member” as being every sole
      proprietor, partner, officer, director or branch manager of any member, or
      any
      natural person occupying a similar status or performing similar functions,
      or
      any natural person engaged in the investment banking or securities business
      who
      is directly or indirectly controlling or controlled by such member (for example,
      any employee), whether or not any such person is registered or exempt from
      registration with the NASD; and (iv) the term “underwriter or related person”
includes, with respect to a proposed offering, underwriters, underwriters’
counsel, financial consultants and advisers, finders, members of the selling
      or
      distribution group, and any and all other persons associated with or related
      to
      any such persons.

    


    If
      yes,
      kindly describe such relationship (whether direct or indirect) and please
      respond to Questions (2) and (3) below; if no, please proceed to Question
      (4).

    


    (2) Please
      set forth information as to all purchases and acquisitions (including contracts
      for purchase or acquisition) of securities of the Company by you, regardless
      of
      the time acquired or the source from which derived:

    


    
      	
              Seller
                or

            	 	
              Amount
                and

            	 	
              Price
                or Other

            	 	 
	
              Prospective
                Seller

            	 	
              Nature
                of Securities

            	 	
              Consideration

            	 	
              Date

            


    

     

    (3) In
      connection with your direct or indirect affiliation or association with a
“member” of the NASD as set forth above in Question (1), please furnish the
      identity of such NASD member and any information, if known, as to whether such
      NASD member intends to participate in any capacity in this proposed initial
      public offering, including the details of such participation:

     

    
      
        
        

      

      
        B-11

        
          

        

      

      
        
        

      

    

    


    (4) Please
      describe any underwriting compensation and arrangement or any dealings known
      to
      you between any “underwriter or related person”, “member” of the NASD,
“affiliate” of a member of the NASD, “person associated with a member”, or
“associated person of a member” of the NASD on the one hand and the Company or
      controlling shareholder thereof on the other hand, other than information
      relating to the proposed initial public offering of the Company:

     

    (5) Please
      set out below any information, if known, as to whether any “member” of the NASD,
      any “underwriter or related person”, “affiliate” or a member of the NASD,
“person associated with a member” or “associated person of a member” of the NASD
      may receive any portion of the net offering:


    
      
        
        

      

      
        B-12

        
          

        

      

      
        
        

      

    


    I
      understand that material misstatements or the omission of material facts in
      the
      Registration Statement may give rise to civil and criminal liabilities to the
      Company, to each officer and director of the Company signing the Registration
      Statement and other persons signing the Registration Statement. I will notify
      you and the Company of any misstatement of a material fact in the Registration
      Statement or any amendment thereto, and of the omission of any material fact
      necessary to make the statements contained therein not misleading, as soon
      as
      practicable after a copy of the Registration Statement or any such amendment
      has
      been provided to me.

    


    I
      confirm
      that the foregoing statements are correct, to the best of my knowledge and
      belief. 

    


    Dated: _____________________.

    


    
      	
              Very
                truly yours,

            
	 
	 

	
              (Signature)

            
	 
	 

	
              (Typed
                or Printed Name)

            


    


    
      
        
        

      

      
        B-13

        
          

        

      

      
        
        

      

    

     

    Definitions

     

    The
      term
“arrangement”
means
      any plan, contract, authorization or understanding whether or not set forth
      in a
      formal document.

    


    The
      term
“associate”
as
      used
      throughout this questionnaire, means (a) any corporation or organization (other
      than the Company) of which I am an officer, director or partner or of which
      I
      am, directly or indirectly, the beneficial owner of 5% or more of any class
      of
      equity securities, (b) any trust or other estate in which I have a substantial
      beneficial interest or as to which I serve as trustee or in a similar capacity,
      (c) my spouse, (d) any relative of my spouse or any relative of mine who has
      the
      same home as me or who is a director or officer or key executive of the Company,
      (e) any partner, syndicate member or person with whom I have agreed to act
      in
      concert with respect to the acquisition, holding, voting or disposition of
      shares of the Company’s securities.

    


    The
      term
“beneficially
      owned”
when
      used in connection with the ownership of securities, means (a) any interest
      in a
      security which entitles me to any of the rights or benefits of ownership even
      though I may not be the owner of record or (b) securities owned by me directly
      or indirectly, including those held by me for my own benefit (regardless of
      how
      registered) and securities held by others for my benefit (regardless of how
      registered), such as by custodians, brokers, nominees, pledgees, etc., and
      including securities held by an estate or trust in which I have an interest
      as
      legatee or beneficiary, securities owned by a partnership of which I am a
      partner, securities held by a personal holding company of which I am a
      stockholder, etc., and securities held in the name of my spouse, minor children
      and any relative (sharing the same home). A “beneficial owner” of a security
      includes any person who, directly or indirectly, through any contract,
      arrangement, understanding, relationship or otherwise has or
      shares:

    


    (a) voting
      power which includes the power to vote, or to direct the voting of, such
      security; and/or

    


    (b) investment
      power which includes the power to dispose, or to direct the disposition, of
      such
      security.

    


    The
      term
“control”
means
      the possession, directly or indirectly, of the power to direct or cause the
      direction of the management and policies of a person, whether through the
      ownership of voting securities, by contract or otherwise.

    


    The
      term
“immediate
      family”
means
      any relationship by blood, marriage or adoption, not more remote than first
      cousin.

    


    The
      term
“material,”
when
      used in this questionnaire to qualify a requirement for the furnishing of
      information as to any subject, limits the information required to those matters
      as to which an average prudent investor ought reasonably to be informed before
      purchasing the Common Stock of the Company.


    
      
        
        

      

      
        B-14