REGISTRATION
      RIGHTS AGREEMENT

    (Demand
      and Piggyback Rights)

    


    This
      Registration Rights Agreement (the “Agreement”) is made and entered into as of
      July 12, 2002, by and between Durban Holdings, Inc., a Nevada corporation with
      offices at 57 West 200 South, Suite 310, Salt Lake City, Utah 84101 (the
“Company”), and Angela Ross (the “Shareholder”).

    


    RECITALS:

    


    WHEREAS,
      the Shareholder owns shares of the Company’s common stock, par value $0.001 per
      share (the “Common Stock”);

    


    WHEREAS,
      the Shareholder has in the past provided management for the Company for which
      the Company has not been able to compensate such party;

    


    WHEREAS,
      it is critical for the continued existence of the Company that the Shareholder
      continue to provide such services for the Company; and

    


    WHEREAS,
      as a condition to the continuation of such services by the Shareholder, the
      parties are willing to enter into the agreements contained herein.

    


    NOW,
      THEREFORE, in consideration of the foregoing and of the mutual covenants and
      agreements set forth herein, and other good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, and intending to
      be
      legally bound hereby, the parties hereto agree as follows:

    


    1.    Definitions

    


    “Agreement”
      is defined in the Preamble to this Agreement.

    


    “Common
      Stock” is defined in the Recitals to this Agreement.

    


    “Company”
      is defined in the Preamble to this Agreement.

    


    “Demand
      Period” is defined in Section 2.1 hereof.

    


    “Demand
      Registration” is defined in Section 2.1 hereof.

    


    “Demand
      Registration Request” is defined in Section 2.2.1 hereof.

    


    “Demanding
      Shareholder” is defined in Section 2.2.1 hereof.


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    “Holder”
      or “Holders” means the Shareholder or any transferee of the
      Shareholder.

    


    “Interim
      Demand Periods” is defined in Section 2.2.2 hereof.

    


    “Other
      Holders” is defined in Section 3.3 hereof.

    


    “Person”
      means an individual, a partnership, a joint venture, a corporation, a trust,
      an
      unincorporated organization and government or any department or agency
      thereof.

    


    “Piggyback
      Notice” is defined in section 3.1 hereof.

    


    “Piggyback
      Registration” is defined in Section 3.1 hereof.

    


    “Registerable
      Securities” means (i) the Common Stock owned by the Shareholder as of the date
      of this Agreement, (ii) any Common Stock issued by the Company to the
      Shareholder following the date of this Agreement, and (iii) any securities
      issued or issuable with respect to the Common Stock referred to in clauses
      (i)
      or (ii) by way of replacement, share dividend, share split or in connection
      with
      a combination of shares, recapitalization, merger, consolidation or other
      reorganization.

    


    “Registration
      Expenses” is defined in Section 5.1 hereof.

    


    “Reverse
      Acquisition” means the acquisition of a new business venture or entity by the
      Company, the result of which would be to transfer control of the Company to
      the
      Persons who own or control the new business venture or entity, or to Persons
      designated by such Persons.

    


    “SEC”
      means the Securities and Exchange Commission.

    


    “Securities
      Act” means the Securities Act of 1933, as amended, or any similar federal law
      then in force.

    


    “Shareholder”
      is defined in the Preamble to this Agreement.

    


    “Supplemental
      Demand Registration Request” is defined in Section 2.2.6 hereof.

    


    2.    Demands
      for Registration

    


    2.1    Demand
      Period.
      From
      the date hereof, until the date which is one year from the date of the first
      Reverse Acquisition after the date of this Agreement, but in no event later
      than
      ten (10) years after the date of this Agreement (the “Demand Period”), subject
      to the terms and conditions of this Agreement, the Shareholder will have in
      the
      aggregate three opportunities, in addition to other rights enumerated in this
      Agreement, to request registration under the Securities Act of all or part
      of
      his, her, or its Registerable Securities (a “Demand


    
      
         

      

      
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    Registration”).
      The Holders of 10% or more of the Registerable Securities shall have the right
      to exercise the registration rights under this Section 2.

    


    2.2    Demand
      Procedure.

    


    2.2.1    Subject
      to Sections 2.2.2 and 2.2.4 below, during the Demand Period any Holder or
      combination of Holders (the “Demanding Shareholder”) owning 10% or more of the
      Registerable Securities may deliver to the Company a written request (a “Demand
      Registration Request”) that the Company register any or all such Demanding
      Shareholder’s Registerable Shares.

    


    2.2.2    Holders,
      taken together, may only make one Demand Registration Request in each two-month
      period during the Demand Period (the “Interim Demand Periods”). The Company
      shall only be required to file one registration statement (as distinguished
      from
      supplements or pre-effective or post-effective amendments thereto) in response
      to each Demand Registration Request.

    


    2.2.3    A
      Demand
      Registration Request from Demanding Shareholder shall (i) set forth the number
      of Registerable Securities intended to be sold pursuant to the Demand
      Registration Request; (ii) disclose whether all or any portion of a distribution
      pursuant to such registration will be sought by means of an underwriting; and
      (iii) identify any managing underwriter or managing underwriters proposed for
      the underwritten portion, if any, of such registration.

    


    2.2.4    If
      during
      any Interim Demand Period, the Company receives a Demand Registration Request
      from Demanding Shareholder for the registration of Registerable Securities,
      then
      the Company shall, subject to the limitations in Sections 2.2.5 and 2.2.6
      hereof, (i) use its reasonable best efforts to prepare and file within thirty
      (30) days of receipt of the Demand Registration Request with the SEC a
      registration statement under the Securities Act with respect to all Registerable
      Securities that the Demanding Shareholder requested to be registered in the
      Demand Registration Request; (ii) use its reasonable best efforts to cause
      such
      registration statement to become effective within seventy-five (75) days of
      receipt of the Demand Registration Request; and (iii) if such registration
      can
      be accomplished by means of a registration statement on Form S-3, keep such
      registration statement effective until such time as the Demanding Shareholder
      shall have sold or otherwise disposed of all of their Registerable Securities
      included in the registration. If such registration cannot be accomplished by
      means of a registration statement on Form S-3, the Company shall use its
      reasonable best efforts to keep such registration statement effective for at
      least nine (9) months.

    


    2.2.5    The
      parties anticipate that the registration contemplated under this Section 2
      will
      be accomplished by means of the filing of a Form S-3 or SB-2, and that
      registration on such form will allow for different means of distribution,
      including sales by means of an underwriting as well as sales into the open
      market. If the Demanding Shareholder desires to distribute all or part of the
      Registerable Securities covered by their request by means of an underwriting,
      they shall so advise the Company in writing in their initial Demand
      Registration


    
      
         

      

      
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    Request
      as described in Section 2.2.3 above. A determination of whether all or part
      of
      the distribution will be by means of an underwriting shall be made by Demanding
      Shareholder holding a majority of the Registerable Securities to be included
      in
      the registration. If all or part of the distribution is to be by means of an
      underwriting, all subsequent decisions concerning the underwriting which are
      to
      be made by the Demanding Shareholder pursuant to the terms of this Agreement,
      which shall include the selection of the underwriter or underwriters to be
      engaged and the representative, if any, of the underwriters so engaged, shall
      be
      made by the Demanding Shareholders who hold a majority of the Registerable
      Securities to be included in the underwriting, subject to approval by the Board
      of Directors of the Company.

    


    2.2.6    Upon
      the
      receipt by the Company of a Demand Registration Request in accordance with
      Section 2.2.4 hereof, the Company shall, within ten (10) days following receipt
      of such Demand Registration Request, give written notice of such request to
      Holders. The Company shall include in such notice information concerning whether
      all, part, or none of the distribution is expected to be made by means of an
      underwriting, and, if more than one means of distribution is contemplated,
      may
      require Holders to notify the Company of the means of distribution of their
      Registerable Securities to be included in the registration. If any Holder who
      is
      not a Demanding Shareholder desires to sell any Registerable Securities owned
      by
      such Holder, such Holder may elect to have all or any portion of his, her,
      or
      its Registerable Securities included in the registration statement by notifying
      the Company in writing (a “Supplemental Demand Registration Request”) within
      twenty (20) days of receiving notice of the Demand Registration Request from
      the
      Company. The right of any Holder to include all or any portion of its
      Registerable Securities in an underwriting shall be conditioned upon the
      Company’s having received a timely written request for such inclusion by way of
      a Demand Registration Request or Supplemental Demand Registration Request (which
      right shall be further conditioned to the extent provided in this Agreement).
      Any Holder proposing to distribute his, her, or its Registerable Securities
      through an underwriting shall enter into an underwriting agreement in customary
      form with the underwriter or underwriters selected for such
      underwriting.

    


    2.2.7    Notwithstanding
      any other provision of this Section 2, if an underwriter advises the Company
      in
      writing that marketing factors require a limitation on the number of shares
      to
      be underwritten, then the number of shares of Registerable Securities that
      may
      be included in the underwriting shall be allocated among the Holders in
      proportion (as nearly as practicable) to the respective amounts of Registerable
      Securities each Holder owns (or in such other proportion as they shall mutually
      agree). Registerable Securities excluded or withdrawn from the underwriting
      in
      accordance with this Section 2.2.7 shall be withdrawn from the
      registration.

    


    2.3    Priority
      on Request Registration.
      The
      Company will not include in any Demand Registration any securities which are
      not
      Registerable Securities without the prior written consent of the Holders of
      a
      majority of the shares of Registerable Securities included in such registration.
      If a Demand Registration is an underwritten offering and the managing
      underwriters advise the Company in writing that in their opinion the number
      of
      Registerable Securities and, if permitted hereunder, other securities requested
      to be included in such offering,


    
      
         

      

      
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    exceeds
      the number of securities that can be sold in an orderly manner in such offering
      within a price range acceptable to the Holders of a majority of the shares
      of
      Registerable Securities initially requesting registration, the Company will
      include in such registration prior to the inclusion of any securities which
      are
      not Registerable Securities the number of shares of Registerable Securities
      requested to be included that in the opinion of such underwriters can be sold
      in
      an orderly manner within such acceptable price range, pro rata among the
      respective Holders thereof on the basis of the number of shares of Registerable
      Securities owned by each such Holder.

    


    3.    Piggyback
      Registrations

    


    3.1    Right
      to Piggyback.
      If the
      Company proposes to undertake an offering of shares of Common Stock for its
      account or for the account of other stockholders and the registration form
      to be
      used for such offering may be used for the registration of Registerable
      Securities (a “Piggyback Registration”), each such time the Company will give
      prompt written notice to all Holders of Registerable Securities of its intention
      to effect such a registration (each, a “Piggyback Notice”) and, subject to
      Sections 3.3 and 3.4 hereof, the Company will use its best efforts to cause
      to
      be included in such registration all Registerable Securities with respect to
      which the Company has received written requests for inclusion therein within
      twenty (20) days after the date of sending the Piggyback Notice.

    


    3.2    Priority
      on Primary Registrations.
      If a
      Piggyback Registration is an underwritten primary registration on behalf of
      the
      Company, and the managing underwriters advise the Company in writing that in
      their opinion the number of securities requested to be included in such
      registration exceeds the number that can be sold in an orderly manner within
      a
      price range acceptable to the Company, the Company will include in such
      registration (a) first, the securities the Company proposes to sell, and (b)
      second, the Registerable Securities requested to be included in such
      registration and any other securities requested to be included in such
      registration that are held by Persons other than the Holders of Registerable
      Securities pursuant to registration rights, pro rata among the holders of
      Registerable Securities and the holders of such other securities requesting
      such
      registration on the basis of the number of shares of such securities owned
      by
      each such holder.

    


    3.3    Priority
      on Secondary Registrations.
      If a
      Piggyback Registration is an underwritten secondary registration on behalf
      of
      holders of the Company’s securities other than the Holders of Registerable
      Securities (the “Other Holders”), and the managing underwriters advise the
      Company in writing that in their opinion the number of securities requested
      to
      be included in such registration exceeds the number that can be sold in a
      orderly manner in such offering within a price range acceptable to the Other
      Holders requesting such registration, the Company will include in such
      registration (a) first, the securities requested to be included therein by
      the
      Other Holders requesting such registration, and (b) second, the Registerable
      Securities requested to be included in such registration hereunder, pro rata
      among the Holders of Registerable Securities requesting such registration on
      the
      basis of the number of shares of such securities owned by each such
      Holder.


    
      
         

      

      
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    3.4    Selection
      of Underwriters.
      In the
      case of an underwritten Piggyback Registration, the Company will have the right
      to select the investment banker(s) and managers(s) to administer the
      offering.

    


    4.    Registration
      Procedures

    


    4.1    Registration.
      Whenever the Holders of Registerable Securities have requested that any
      Registerable Securities be sold pursuant to this Agreement, the Company will
      use
      its reasonable best efforts to effect the registration and the sale of such
      Registerable Securities in accordance with the intended method of disposition
      thereof, and pursuant thereto the Company will as expeditiously as
      possible:

    


    4.1.1    Registration
      Statement.
      Prepare
      and file with the SEC a registration statement with respect to such Registerable
      Securities and use its reasonable best efforts to cause such registration
      statement to become effective.

    


    4.1.2    Amendments
      and Supplements.
      Promptly prepare and file with the SEC 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 for the period required
      by the intended method of disposition and the terms of this Agreement 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 methods of disposition by the sellers thereof
      set
      forth in such registration statement.

    


    4.1.3    Provisions
      for Copies.
      Promptly furnish to each seller of Registerable Securities the number of copies
      of such registration statement, each amendment and supplement thereto, the
      prospectus included in such registration statement (including each preliminary
      prospectus) and such other documents as such seller may reasonably request
      in
      order to facilitate the disposition of the Registerable Securities owned by
      such
      seller.

    


    4.1.4    Blue
      Sky Laws.
      Use its
      reasonable best efforts to register or qualify such Registerable Securities
      under the securities or blue sky laws of such jurisdictions as any seller
      reasonably requests and do any and all other acts and things which may be
      reasonably necessary or advisable to enable such seller to consummate the
      disposition in such jurisdictions of the Registerable Securities owned by such
      seller, provided, that the Company will not be required to (a) qualify generally
      to do business in any jurisdiction where it would not otherwise be required
      to
      qualify but for this Section 4.1.4; (b) subject itself to taxation in any such
      jurisdiction; or (c) consent to general service of process in any such
      jurisdiction.

    


    4.1.5    Anti-fraud
      Rules.
      Promptly notify each seller of such Registerable Securities when a prospectus
      relating thereto is required to be delivered under the Securities Act, of the
      happening of any event as a result of which the prospectus included in such
      registration statement contains an untrue statement of a material fact or omits
      any material fact necessary to make the statements therein not misleading,
      and
      in such event, at the request of any such seller, the Company will promptly
      prepare a supplement or amendment to such prospectus


    
      
         

      

      
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    so
      that,
      as thereafter delivered to the purchasers of such Registerable Securities,
      such
      prospectus will not contain an untrue statement of a material fact or omit
      to
      state any material fact necessary to make the statements therein not misleading,
      provided, that the Company will not take any action which causes the prospectus
      included in such registration statement to contain an untrue statement of
      material fact or omit any material fact necessary to make the statements therein
      not misleading, except as permitted by Section 4.5.

    


    4.1.6    Securities
      Exchange Listing.
      Use its
      reasonable best efforts to cause all such Registerable Securities to be listed
      on each securities exchange on which securities of the same class issued by
      the
      Company are then listed and use its reasonable best efforts to qualify such
      Registerable Securities for trading on each system on which securities of the
      same class issued by the Company are then qualified.

    


    4.1.7    Underwriting
      Agreement.
      Enter
      into such customary agreements (including underwriting agreements in customary
      form) and take all such other actions as the holders of a majority of the shares
      of Registerable Securities being sold or the underwriters, if any, reasonably
      request in order to expedite or facilitate the disposition of such Registerable
      Securities.

    


    4.1.8    Due
      Diligence.
      Make
      available for inspection by any underwriter participating in any disposition
      pursuant to such registration statement and any attorney, accountant, or other
      agent retained by any such underwriter, all financial and other records,
      pertinent corporate documents and properties of the Company, and cause the
      Company’s officers, directors, employees, and independent accountants to supply
      all information reasonably requested by any such underwriter, attorney,
      accountant, or agent in connection with such registration
      statement.

    


    4.1.9    Earning
      Statement.
      Otherwise use its best efforts to comply with all applicable rules and
      regulations of the SEC, and make available to its security holders, as soon
      as
      reasonably practicable, an earning statement covering the period of at least
      twelve months beginning with the first day of the Company’s first full calendar
      quarter after the effective date of the registration statement, which earnings
      statement shall satisfy the provisions of Section 11(a) of the Securities Act
      and Rule 158 thereunder.

    


    4.1.10    Deemed
      Underwriters or Controlling Persons.
      Permit
      any Holder of Registerable Securities which Holder, in such Holder’s reasonable
      judgment, might be deemed to be an underwriter or a controlling person of the
      Company, to participate in the preparation of such registration or comparable
      statement and to require the insertion therein of material in form and substance
      satisfactory to such Holder and to the Company, and furnished to the Company
      in
      writing, which in the reasonable judgment of such Holder and its counsel should
      be included.

    


    4.1.11    Management
      Availability.
      In
      connection with underwritten offerings, make available appropriate management
      personnel for participation in the preparation


    
      
         

      

      
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    and
      drafting of such registration or comparable statement, for due diligence
      meetings and for “road show” meetings.

    


    4.1.12    Stop
      Orders.
      Promptly notify Holders of the Registerable Securities of the threat of issuance
      by the SEC of any stop order suspending the effectiveness of the registration
      statement or the initiation of any proceeding for that purpose, and make every
      reasonable effort to prevent the entry of any order suspending the effectiveness
      of the registration statement. In the event of the issuance of any stop order
      suspending the effectiveness of a registration statement, or of any order
      suspending or preventing the use of any related prospectus or suspending the
      qualification of any Registerable Securities included in such registration
      statement for sale in any jurisdiction, the Company will use its reasonable
      best
      efforts promptly to obtain the withdrawal of such order.

    


    4.1.13    Opinions.
      At each
      closing of an underwritten offering, request opinions of counsel to the Company
      and updates thereof (which opinions and updates shall be reasonably satisfactory
      to the underwriters of the Registerable Securities being sold) addressed to
      the
      underwriters covering the matters customarily covered in opinions requested
      in
      underwritten offerings and such other matters as may be reasonably requested
      by
      such Holders or their counsel.

    


    4.1.14    Comfort
      Letter.
      Obtain
      a cold comfort letter and related bring down letters from the Company’s
      independent public accountants addressed to the selling Holders of Registerable
      Securities in customary form and covering such matters of the type customarily
      covered by cold comfort letters as the Holders of a majority of the Registerable
      Securities being sold reasonably request.

    


    4.2    Further
      Information.
      The
      Company may require each Holder of Registerable Securities to furnish to the
      Company in writing such information regarding the proposed distribution by
      such
      Holder of such Registerable Securities as the Company may from time to time
      reasonably request.

    


    4.3    Notice
      to Suspend Offers and Sales.
      Each
      Holder severally agrees that, upon receipt of any notice from the Company of
      the
      happening of any event of the kind described in Sections 4.1.5 or 4.1.12 hereof,
      such Investor will forthwith discontinue disposition of shares of Common Stock
      pursuant to a registration hereunder until receipt of the copies of an
      appropriate supplement or amendment to the prospectus under Section 4.1.5 or
      until the withdrawal of such order under Section 4.1.12.

    


    4.4    Reference
      to Holders.
      If any
      such registration or comparable statement refers to any Holder by name or
      otherwise as the holder of any securities of the Company and if, in the Holder’s
      reasonable judgment, such Holder is or might be deemed to be a controlling
      person of the Company, such Holder shall have the right to require (a) the
      insertion therein of language in form and substance satisfactory to such Holder
      and the Company, and presented to the Company in writing, to the effect that
      the
      holding by such Holder of such securities is not to be construed as a
      recommendation by such Holder of the investment quality of the
      Company’s


    
      
         

      

      
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    securities
      covered thereby and that such holding does not imply that such Holder will
      assist in meeting any future financial requirements of the Company, or (b)
      in
      the event that such reference to such Holder by name or otherwise is not
      required by the Securities Act or any similar Federal statute then in force,
      the
      deletion of the reference to such Holder, provided that with respect to this
      clause (b) such Holder shall furnish to the Company an opinion of counsel to
      such effect, which opinion and counsel shall be reasonably satisfactory to
      the
      Company.

    


    4.5    Company’s
      Ability to Postpone.
      Notwithstanding anything to the contrary contained herein, the Company shall
      have the right twice in any twelve month period to postpone the filing of any
      registration statement under Sections 2 or 3 hereof or any amendment or
      supplement thereto for a reasonable period of time (all such postponements
      not
      exceeding ninety (90) days in the aggregate in any twelve month period) if
      the
      Company furnishes the Holders of Registerable Securities a certificate signed
      by
      the Chairman of the Board of Directors or the President of the Company stating
      that, in its good faith judgment, the Company’s Board of Directors (or the
      executive committee thereof) has determined that effecting the registration
      at
      such time would materially and adversely affect a material financing,
      acquisition, disposition of assets or stock, merger or other comparable
      transaction, or would require the Company to make public disclosure of
      information the public disclosure of which would have a material adverse effect
      upon the Company.

    


    5.    Registration
      Expenses

    


    5.1    Expense
      Borne by Company.
      Except
      as specifically otherwise provided in Section 5.2 hereof, the Company will
      be
      responsible for payment of all expenses incident to any registration hereunder,
      including, without limitation, all registration and filing fees, fees and
      expenses of compliance with securities or blue sky laws, printing expenses,
      messenger and delivery expenses, road show expenses, advertising expenses and
      fees and disbursements of counsel for the Company and all independent certified
      public accountants and other Persons retained by the Company in connection
      with
      such registration (all such expenses borne by the Company being herein called
      the “Registration Expenses”).

    


    5.2    Expense
      Borne by Selling Security Holders.
      Each
      selling security holder will be individually responsible for payment of his,
      her, or its own legal fees (if the selling security holder retains legal counsel
      separate from that of the Company), underwriting fees and brokerage discounts,
      commissions and other sales expenses incident to any registration hereunder.
      Any
      other expenses to be borne by the selling security holders which are common
      to
      all of the selling security holders shall be divided among such security holders
      (including the Company and holders of the Company’s securities other than
      Registerable Securities, to the extent that securities are being registered
      on
      behalf of such Persons) pro rata on the basis of the number of shares being
      registered on behalf of each such security holder, or as such security holders
      may otherwise agree.

    


    6.    Indemnification
      Section


    
      
         

      

      
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    6.1    Indemnification
      by Company.
      The
      Company agrees to indemnify, to the fullest extent permitted by law, each Holder
      of Registerable Securities and each Person who controls (within the meaning
      of
      the Securities Act) such Holder against all loses, claims, damages, liabilities,
      and expenses in connection with defending against any such losses, claims,
      damages, or liabilities, or in connection with any investigation or inquiry,
      in
      each case caused by or based on any untrue or alleged untrue statement of
      material fact contained in any registration statement, prospectus, or
      preliminary prospectus or any amendment thereof or supplement thereto, or any
      omission or alleged omission of a material fact required to be stated therein
      or
      necessary to make the statements therein not misleading, or arise out of any
      violation by the Company of any rules or regulations promulgated under the
      Securities Act applicable to the Company and relating to action or inaction
      required of the Company in connection with such registration, except insofar
      as
      the same are (i) contained in any information furnished in writing to the
      Company by such Holder expressly for use therein; (ii) caused by such Holder’s
      failure to deliver a copy of the registration statement or prospectus or any
      amendments or supplements thereto; or (iii) caused by such Holder’s failure to
      discontinue disposition of shares after receiving notice from the Company
      pursuant to Section 4.3 hereof. In connection with an underwritten offering,
      the
      Company will indemnify such underwriters, their officers and directors and
      each
      Person who controls (within the meaning of the Securities Act) such underwriters
      at least to the same extent as provided above with respect to the
      indemnification of the Holders of Registerable Securities.

    


    6.2    Indemnification
      by Holder.
      In
      connection with any registration statement in which a Holder of Registerable
      Securities is participating, each such Holder will furnish to the Company in
      writing such information as the Company reasonably requests for use in
      connection with any such registration statement or prospectus and, to the extent
      permitted by law, will indemnify the Company, its directors and officers and
      each Person who controls (within the meaning of the Securities Act) the Company
      against any losses, claims, damages, liabilities and expenses resulting from
      any
      untrue or alleged untrue statement of material fact contained in the
      registration statement, prospectus or preliminary prospectus or any amendment
      thereof or supplement thereto or any omission or alleged omission of a material
      fact required to be stated therein or necessary to make the statements therein
      not misleading, but only to the extent that such untrue statement or omission
      is
      contained in any information so furnished in writing by such Holder expressly
      for use in connection with such registration; provided that the obligation
      to
      indemnify will be individual to each Holder and will be limited to the net
      amount of proceeds received by such Holder from the sale of Registerable
      Securities pursuant to such registration statement. In connection with an
      underwritten offering, each such Holder will indemnify such underwriters, their
      officers and directors and each Person who controls (within the meaning of
      the
      Securities Act) such underwriters at least to the same extent as provided above
      with respect to the indemnification of the Company.

    


    6.3    Assumption
      of Defense by Indemnifying Party.
      Any
      Person entitled to indemnification hereunder will (a) give prompt written notice
      to the indemnifying party of any claim with respect to which it seeks
      indemnification and (b) unless in such indemnified party’s reasonable judgment a
      conflict of interest between such indemnified and indemnifying parties may
      exist
      with respect to such claim, permit such indemnifying party to assume the defense
      of


    
      
         

      

      
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    such
      claim with counsel reasonably satisfactory to the indemnified party. If such
      defense is assumed, the indemnifying party will not be subject to any liability
      for any settlement made by the indemnified party without its consent (but such
      consent will not be unreasonably withheld). An indemnifying party who is not
      entitled to, or elects not to, assume the defense of a claim will not be
      obligated to pay the fees and expenses of more than one counsel for all parties
      indemnified by such indemnifying party with respect to such claim, unless in
      the
      reasonable judgment of any indemnified party a conflict of interest may exist
      between such indemnified party and any other of such indemnified parties with
      respect to such claim.

    


    6.4    Binding
      Effect.
      The
      indemnification provided for under this Agreement will remain in full force
      and
      effect regardless of any investigation made by or on behalf of the indemnified
      party or any officer, director, or controlling Person of such indemnified party
      and will survive the transfer of securities. The Company also agrees to make
      such provisions, as are reasonably requested by any indemnified party, for
      contribution to such party in the event the Company’s indemnification is
      unavailable for any reason. Each Holder of Registerable Securities also agrees
      to make such provisions, as are reasonably requested by any indemnified party,
      for contribution to such party in the event such Holder’s indemnification is
      unavailable for any reason.

    


    7.    Participation
      in Underwritten Registrations 

    


    No
      Person
      may participate in any registration hereunder which is underwritten unless
      such
      Person (a) agrees to sell such Person’s securities on the basis provided in any
      underwriting arrangements approved by the Person or Persons entitled hereunder
      to approve such arrangements, and (b) completes and executes all questionnaires,
      powers of attorney, indemnities, underwriting agreements, and other documents
      required under the terms of such underwriting arrangements.

    


    8.    Miscellaneous.

    


    8.1    No
      Inconsistent Agreements.
      The
      Company will not hereafter enter into any agreement with respect to its
      securities which violates the rights granted to the Holders of Registerable
      Securities in this Agreement.

    


    8.2    Remedies.
      Any
      Person having rights under any provision of this Agreement will be entitled
      to
      enforce such rights specifically to recover damages caused by reason of any
      breach of any provision of this Agreement and to exercise all other rights
      granted by law. The parties hereto agree and acknowledge that money damages
      may
      not be an adequate remedy for any breach of the provisions of this Agreement
      and
      that any party may in his, her, or its sole discretion apply to any court of
      law
      or equity of competent jurisdiction (without posting any bond or other security)
      for specific performance and for other injunctive relief in order to enforce
      or
      prevent violation of the provisions of this Agreement.

    


    8.3    Term.
      Except
      for the provisions of Section 6 or as specifically otherwise provided herein,
      the provisions of this Agreement shall apply until such time as all
      Registerable


    
      
         

      

      
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    Securities
      have ceased to be Registerable Securities hereunder but in no event later than
      ten (10) years from the date of this Agreement.

    


    8.4    Amendments
      and Waivers.
      Except
      as otherwise specifically provided herein, this Agreement may be amended or
      waived only upon the prior written consent of the Company and of the Holders
      of
      a majority of the then outstanding shares of Registerable
      Securities.

    


    8.5    Successors and Assigns.
      All
      covenants and agreements in this Agreement by or on behalf of any of the parties
      hereto will bind and inure to the benefit of the respective successors and
      assigns of the parties hereto whether so expressed or not. In addition, whether
      or not any express assignment has been made, the provisions of this Agreement
      which are for the benefit of the Shareholder or Holders of Registerable
      Securities are also for the benefit of, and enforceable by, any subsequent
      holder of such securities so long as such securities continue to be restricted
      securities, as that term is defined in Securities Act Rule 144.

    


    8.6    Severability.
      Whenever possible, each provision of this Agreement will be interpreted in
      such
      manner as to be effective and valid under applicable law, but if any provision
      of this Agreement is held to be prohibited by or invalid under applicable law,
      such provision will be ineffective only to the extent of such prohibition or
      invalidity, without invalidating the remainder of this Agreement.

    


    8.7    Counterparts.
      This
      Agreement may be executed simultaneously in multiple counterparts, any one
      of
      which need not contain the signatures of more than one party, but all such
      counterparts taken together will constitute one and the same
      Agreement.

    


    8.8    Descriptive
      Headings.
      The
      descriptive headings of this Agreement are inserted for convenience only and
      do
      not constitute a part of this Agreement.

    


    8.9    Governing Law.
      All
      questions concerning the construction, validity, and interpretation of this
      Agreement will be governed by and construed in accordance with the domestic
      laws
      of the State of Utah, without giving effect to any choice of law or conflict
      of
      law provision or rule (whether of the State of Utah or any other jurisdiction)
      that would cause the application of the laws of any jurisdiction other than
      the
      State of Utah.

    


    8.10    Entire Agreement.
      This
      Agreement is intended by the parties as a final expression of their agreement
      and intended to be a complete and exclusive statement of the agreement and
      understanding of the parties hereto with respect of the subject matter contained
      herein. This Agreement supersedes all prior agreements and understandings
      between the parties with respect to such subject matter.

    


    8.11    Notices.
      All
      notices, demands or other communications to be given or delivered under or
      by
      reason of the provisions of this Agreement shall be in writing and shall be
      deemed to have been given when delivered personally to the recipient, sent
      to
      the recipient by facsimile transmission, sent to the recipient by reputable
      express courier service (charges


    
      
         

      

      
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    prepaid),
      or three (3) business days after being mailed to the recipient by certified
      or
      registered mail, return receipt requested and postage prepaid. Such notices,
      demands, and other communications will be sent to each Holder at the address
      indicated on the records of the Company and to the Company at the address set
      forth in the Agreement or to such other address or to the attention of such
      other person as the recipient party has specified by prior written notice to
      the
      sending party.

    


    8.12    Confidentiality.
      The
      Company shall hold in strict confidence and shall not disclose information
      with
      respect to sales of Common Stock by any Holder, including the fact of such
      sales, the amount of such sales and the timing of such sales, except as such
      information shall become public without violation of this Section 8.12, as
      may
      be required by applicable law, rules, or regulations or with the express written
      consent of such Investor.

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first above written.

    


    
      	
              THE
                COMPANY:

            	
              Durban
                Holdings, Inc.

            
	 	 
	 	
              By
                /s/
                Angela Ross

            
	 	
              Angela
                Ross, President

            
	 	 
	
              THE
                SHAREHOLDER:

            	
              /s/
                Angela Ross

            
	 	
              Angela
                Ross

            
	 	 
	 	
              9274
                Welby Hills Drive

            
	 	
              Address

            
	 	
              West
                Jordan, UT 84088

            
	 	 
	 	 
	 	 
	 	 
	
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