<PAGE>

                                                                    Exhibit 10.2

                          REGISTRATION RIGHTS AGREEMENT


         REGISTRATION  RIGHTS  AGREEMENT,  dated as of February 4, 2004,  by and
between Dwango North America Corp., a Nevada  corporation (the  "Company"),  and
the  shareholders  of the  Company  listed on the  signature  page  hereof  (the
"Rightsholders").

         WHEREAS,  this  Agreement has been entered into in connection  with the
Agreement and Plan of Merger (the "Merger Agreement"), dated the date hereof, by
and between the Company and the Rightsholders, among others; and

         WHEREAS,  to induce the Rightsholders to execute and deliver the Merger
Agreement and to consummate the transactions  contemplated  thereby, the Company
has agreed to provide to the Rightsholders certain registration rights under the
Securities Act of 1933, as amended, and the rules and regulations thereunder, or
any  similar  successor  statute  (collectively,   the  "Securities  Act"),  and
applicable state securities laws;

         NOW, THEREFORE, it is agreed as follows:

         1. REGISTERABLE  SECURITIES.  The term "Registerable  Securities" shall
mean (i) any of the shares of common stock,  par value $.001 per share  ("Common
Stock"),  of the  Company  issued to the  Rightsholders  pursuant  to the Merger
Agreement,  and (ii) any Common Stock issued as (or issuable upon the conversion
or  exercise  of any  warrant,  right or other  security  that is  issued  as) a
dividend  or other  distribution  with  respect  to, or in  exchange  for, or in
replacement  of, the shares  referenced  in (i) above.  For the purposes of this
Agreement,  securities  will cease to be  Registerable  Securities when (A) such
Registerable Securities are distributed to the public pursuant to the Securities
Act, or pursuant  to an  exemption  from the  registration  requirements  of the
Securities Act,  including,  but not limited to, Rule 144 promulgated  under the
Securities  Act, (B) such  Registerable  Securities  are eligible for  immediate
resale (in full as to each  Rightholder)  pursuant to Rule 144 promulgated under
the  Securities  Act,  (C) such  Registerable  Securities  have been  registered
pursuant  to an  effective  registration  statement,  or (D)  such  Registerable
Securities have been otherwise  transferred and the Company,  in accordance with
applicable  laws  and  regulations,  has  delivered  new  certificates  or other
evidences of  ownership  for such  securities  which are not subject to any stop
transfer order or other restriction on transfer and such Registerable Securities
may be publicly resold (without volume or method of sale  restrictions)  without
registration under the Securities Act.

         2.       REGISTRATION RIGHTS.

                  (a) If, at any time commencing the date hereof and on or on or
prior to seven  years  from the date  hereof,  the  Company  proposes  to file a
registration  statement (a  "Registration  Statement")  under the Securities Act
with respect to an offering by the

<PAGE>


Company or any selling  stockholders of any of its equity securities (other than
a  registration  statement on Form S-4 or Form S-8, or any  successor  form or a
registration  statement  filed solely in connection  with an exchange  offer,  a
business  combination  transaction  or an offering of  securities  solely to the
existing  stockholders  or employees of the Company),  then the Company shall in
each case give  written  notice (the  "Notice") of such  proposed  filing to the
Rightsholders  at least twenty (20) days before the  anticipated  filing date of
such  Registration  Statement,  which Notice shall offer the  Rightsholders  the
opportunity   to  include  in  such   Registration   Statement  such  amount  of
Registerable   Securities   for  resale  as  they  may  request.   Each  of  the
Rightsholders  electing to have his Registerable  Securities registered pursuant
to this Section 2(a) shall advise the Company of such election in writing within
ten (10) days after the date of receipt of the Notice,  specifying the amount of
Registerable  Securities for which  registration is requested (the  "Election").
The Company shall include in any such  Registration  Statement all  Registerable
Securities  so requested to be included;  provided that the Company has received
the Election and subject to  limitations  set forth in Section 2(b) below;  and,
provided,  further (i) the Company may determine,  after good faith  discussions
with legal counsel of the Rightsholders (if so requested by the  Rightsholders),
not to include the  Registerable  Securities  in the event it believes that such
inclusion  may  possibly  violate  applicable  securities  laws and (ii) nothing
herein shall prevent the Company from, at any time before the  effectiveness  of
such Registration Statement, abandoning or delaying any registration pursuant to
this Section 2(a). With respect to any amendment to the  Registration  Statement
on Form SB-2 filed by the Company on January 30, 2004 (File No. 333-112371),  in
the event that the Company amends such Registration Statement,  then the Company
shall include the Registerable  Securities in such Registration Statement unless
the Company  determines,  after good faith discussions with legal counsel to the
Rightsholders  (if so  requested  by the  Rightsholders),  not  to  include  the
Registerable  Securities  because it believes  that such  inclusion may possibly
violate applicable securities laws.

                  (b)  Notwithstanding  the foregoing,  if the underwriter(s) of
any such  offering of the Company  shall be of the good faith  opinion  that the
total  amount  or kind of  securities  held by the  Rightsholders  and any other
persons or entities  entitled to be included in such  offering  would  adversely
affect the success of such offering, then the amount of securities to be offered
for the accounts of Rightsholders and the other selling securityholders included
in the Registration  Statement shall be reduced pro rata to the extent necessary
to reduce the total amount of  securities to be included in such offering to the
amount  recommended by the underwriter(s)  thereof,  whereupon the Company shall
only be obligated to register  such limited  portion  (which may be none) of the
Registerable  Securities with respect to which such  Rightsholders have provided
an Election.  In no event shall the Company be required pursuant to this Section
2(b) to reduce the amount of securities  proposed to be registered by it for its
own account.

                  (c) In the  event  that  the  Company  does  not  include  the
Registerable  Securities in a  Registration  Statement  within six months of the
date hereof, the Company shall file a new Registration Statement to register the
resale of the Registerable  Securities on or prior to the six month  anniversary
of the date hereof, and will use its reasonable


                                       2
<PAGE>


commercial  efforts to cause such Registration  Statement to become effective as
soon as practicable thereafter.

         3.       REGISTRATION EXPENSES.

                  (a) Except as provided in Section 3(b),  the Company shall pay
all of the expenses  incurred in connection with a registration  (whether or not
abandoned or delayed) under this Registration Rights Agreement,  including,  but
not limited to, (i) all  registration  and filing fees, (ii) "Blue Sky" fees and
expenses, (iii) all printing,  duplicating, and delivery expenses, (iv) fees and
disbursements  of counsel for the Company and of  independent  certified  public
accountants  of the Company,  (v) all fees and expenses  incurred in  connection
with the listing of the Registerable Securities on any securities exchange, (vi)
internal expenses of the Company (e.g. salaries and expenses of its officers and
employees), and (vii) the expenses of any audit.

                  (b) The  Company  shall not be  required  to pay  underwriting
discounts, selling commissions or transfer taxes attributable to the sale of the
Registerable Securities.

         4.       REGISTRATION OBLIGATIONS


                  (a)   OBLIGATIONS  OF  THE  COMPANY.   The  Company  will,  in
connection with any registration  pursuant to Section 2 hereof:

                  (i)  Prepare  and file  with  the  Commission  a  Registration
Statement with respect to such  Registerable  Securities in accordance  with the
method or  methods  of  distribution  thereof  as  reasonably  specified  by the
Rightsholder (except if otherwise directed by the Rightsholder).

                  (ii)  Notify  the  Rightsholders  and their  legal  counsel as
promptly as  possible  (A) with  respect to the  Registration  Statement  or any
post-effective  amendment,  when  the  same  has  become  effective;  (B) of the
issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement covering any or all of the Registerable Securities or the
initiation of any action, claim, suit,  investigation or proceeding  (including,
without  limitation,   an  investigation  or  partial  proceeding,   such  as  a
deposition),  whether  commenced or threatened  (each, a "Proceeding")  for that
purpose;  (C) of the receipt by the Company of any notification  with respect to
the suspension of the  qualification  or exemption from  qualification of any of
the Registerable  Securities for sale in any jurisdiction,  or the initiation or
threatening of any Proceeding for such purpose; and (D) of the occurrence of any
event that makes any statement made in the Registration  Statement or prospectus
or any document  incorporated or deemed to be incorporated  therein by reference
untrue  in  any  material   respect  or  that  requires  any  revisions  to  the
Registration  Statement,  prospectus or other  documents so that, in the case of
the  Registration  Statement or the prospectus,  as the case may be, it will not
contain any 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,
in the light of the circumstances under which they were made, not misleading.


                                       3
<PAGE>


                  (iii) Furnish to the  Rightsholders  and their legal  counsel,
without charge, at least one conformed copy of each  Registration  Statement and
each amendment  thereto,  including  financial  statements  and  schedules,  all
documents  incorporated or deemed to be incorporated  therein by reference,  and
all exhibits to the extent requested by such person  (including those previously
furnished  or  incorporated  by  reference)  promptly  after the  filing of such
documents with the Commission.

                  (iv)  Promptly  deliver to the  Rightsholders  and their legal
counsel,   without  charge,  as  many  copies  of  the  Registration  Statement,
prospectus  or  prospectuses  (including  each  form  of  prospectus)  and  each
amendment or supplement thereto as such persons may reasonably request;  and the
Company  hereby  consents to the use of such  prospectus  and each  amendment or
supplement thereto by the Rightsholders in connection with the offering and sale
of the Registerable  Securities  covered by such prospectus and any amendment or
supplement thereto.

                  (v)  Prior  to  any  public   offering  of  the   Registerable
Securities,  use reasonable efforts to register or qualify or cooperate with the
Rightsholders in connection with the registration or qualification (or exemption
from such registration or  qualification)  of such  Registerable  Securities for
offer  and sale  under  the  securities  or blue sky laws of such  jurisdictions
within the United States as the Rightsholders  request in writing,  to keep each
such registration or qualification (or exemption therefrom) effective during the
period when the Registration  Statement is effective and to do any and all other
acts or  things  necessary  or  advisable  to  enable  the  disposition  in such
jurisdictions  of  the  Registerable   Securities   covered  by  a  Registration
Statement;  provided, however, that the Company shall not be required to qualify
generally to do business in any  jurisdiction  where it is not then so qualified
or to take any action that would subject it to general service of process in any
such jurisdiction  where it is not then so subject or subject the Company to any
material tax in any such jurisdiction where it is not then so subject; and

                  (vi)  Use  reasonable   efforts  to  cause  all   Registerable
Securities  relating  to  such  Registration  Statement  to  be  listed  on  any
securities  exchange,  quotation system or market (including Nasdaq), if any, on
which similar securities issued by the Company are then included.

                  (b)  OBLIGATIONS  OF  RIGHTSHOLDERS.  In  connection  with any
registration of Registerable  Securities of a Rightsholder pursuant to Section 2
hereof:

                  (i) The  Company  may  require  that each  Rightsholder  whose
Registerable  Securities  are  included in such  Registration  Statement  timely
furnish to the Company  such  information  regarding  the  distribution  of such
Registerable  Securities and such  Rightsholder  as the Company may from time to
time reasonably request;

                  (ii)  Each  Rightsholder,  upon  receipt  of  notice  from the
Company of the  occurrence  of any event that  makes any  statement  made in the
Registration  Statement or prospectus or any document  incorporated or deemed to
be  incorporated  therein by reference  untrue in any  material  respect or that
requires any revisions to the Registration


                                       4
<PAGE>


Statement,   prospectus  or  other  documents  so  that,  in  the  case  of  the
Registration  Statement  or the  prospectus,  as the  case  may be,  it will not
contain any 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,
in the light of the  circumstances  under which they were made, not  misleading,
shall forthwith discontinue  disposition of Registerable  Securities pursuant to
the  Registration  Statement  covering such  Registerable  Securities until such
Rightsholder is advised in writing by the Company that the use of the applicable
prospectus may be resumed or until the Company  delivers  copies of supplemented
or amended prospectuses.

         5.  PARTICIPATION  IN UNDERWRITTEN  REGISTRATION.  No Rightsholder  may
participate in any underwritten  registration hereunder unless such Rightsholder
(i) agrees to sell such  Rightsholder's  securities on the basis provided in any
underwriting  arrangements  and to comply with Regulation M under the Securities
Exchange Act of 1934, and the rules and regulations  thereunder,  or any similar
successor  statute  (collectively,  the "Exchange  Act") and (ii)  completes and
executes  all  customary  questionnaires,  appropriate  and  limited  powers  of
attorney,  escrow  agreements,  indemnities,  underwriting  agreements,  lock-up
agreements  with respect to securities  not being sold and such other  customary
documents reasonably required under the terms of such underwriting arrangement.

         6.       INDEMNIFICATION.

                  (a)  INDEMNIFICATION  BY THE  COMPANY.  The Company  agrees to
indemnify  and  hold  harmless,  to the  full  extent  permitted  by  law,  each
Rightsholder and their respective officers,  directors,  advisors and agents and
employees and each Person who controls (within the meaning of the Securities Act
or the Exchange  Act) such Persons from and against any and all losses,  claims,
damages,  liabilities (or actions or proceedings in respect thereof,  whether or
not  such  indemnified  party  is  a  party  thereto)  and  expenses  (including
reasonable costs of investigation and legal expenses), joint or several (each, a
"Loss" and collectively  "Losses"),  arising out of or based upon (i) any untrue
or alleged  untrue  statement of a material fact  contained in any  Registration
Statement under which such  Registerable  Securities  were registered  under the
Securities Act (including any final, preliminary or summary prospectus contained
therein  or any  amendment  thereof  or  supplement  thereto  or  any  documents
incorporated by reference  therein) or (ii) any omission or alleged  omission to
state therein a material fact required to be stated therein or necessary to make
the statements  therein (in the case of a prospectus or preliminary  prospectus,
in light of the  circumstances  under  which  they were  made)  not  misleading;
provided, however, that the Company shall not be liable to any indemnified party
in any such case to the extent that any such Loss arises out of or is based upon
an untrue  statement or alleged untrue statement or omission or alleged omission
made in any such Registration  Statement in reliance upon and in conformity with
written information furnished to the Company by such Rightsholder  expressly for
use in the  preparation  thereof.  This  indemnity  shall be in  addition to any
liability the Company may otherwise  have.  Such indemnity  shall remain in full
force and effect  regardless of any  investigation  made by or on behalf of such
Rightsholder or any


                                       5
<PAGE>


indemnified  party and shall  survive the  transfer of such  securities  by such
Rightsholder.

                  (b)   INDEMNIFICATION   BY  THE  RIGHTSHOLDER.   Each  selling
Rightsholder  agrees (severally and not jointly) to indemnify and hold harmless,
to the full extent permitted by law, the Company, its directors and officers and
each Person who controls the Company  (within the meaning of the  Securities Act
and the Exchange  Act) from and against any Losses  arising out of or based upon
any untrue  statement  of a material  fact or any  omission  of a material  fact
required  to  be  stated  in  the   Registration   Statement  under  which  such
Registerable  Securities were registered under the Securities Act (including any
final,  preliminary  or summary  prospectus  contained  therein or any amendment
thereof  or  supplement  thereto  or any  documents  incorporated  by  reference
therein),  or  necessary  to make  the  statements  therein  (in  the  case of a
prospectus or preliminary prospectus,  in light of the circumstances under which
they were made) not misleading, to the extent, but only to the extent, that such
untrue statement or omission has been contained in any information  furnished in
writing by such selling  Rightsholder to the Company  specifically for inclusion
in such  Registration  Statement.  This  indemnity  shall be in  addition to any
liability such  Rightsholder  may otherwise have. Such indemnity shall remain in
full force and effect  regardless of any  investigation  made by or on behalf of
the Company or any  indemnified  party.  In no event shall the  liability of any
selling  Rightsholder  hereunder be greater in amount than the dollar  amount of
the proceeds  received by such  Rightsholder  under the sale of the Registerable
Securities giving rise to such indemnification obligation.

                  (c)  CONDUCT  OF  INDEMNIFICATION   PROCEEDINGS.   Any  Person
entitled to indemnification hereunder will (i) give prompt written notice to the
indemnifying  party of any claim with respect to which it seeks  indemnification
(provided,  that any delay or failure to so notify the indemnifying  party shall
relieve the indemnifying party of its obligations  hereunder only to the extent,
if at all, that it is actually and materially prejudiced by reason of such delay
or failure)  and (ii) permit  such  indemnifying  party to assume the defense of
such  claim with  counsel  reasonably  satisfactory  to the  indemnified  party;
provided,  however, that any Person entitled to indemnification  hereunder shall
have the right to select and employ  separate  counsel and to participate in the
defense of such claim, but the fees and expenses of such counsel shall be at the
expense of such Person unless (A) the  indemnifying  party has agreed in writing
to pay such fees or expenses,  (B) the  indemnifying  party shall have failed to
assume the defense of such claim within a reasonable  time after having received
notice of such claim from the Person entitled to  indemnification  hereunder and
to employ counsel reasonably  satisfactory to such Person, (C) in the reasonable
judgment of any such  Person,  based upon advice of its  counsel,  a conflict of
interest exists between such Person and the  indemnifying  party with respect to
such claims or (D) the  indemnified  party has  reasonably  concluded  (based on
advice of counsel)  that there may be legal  defenses  available  to it or other
indemnified parties that are different from or in addition to those available to
the  indemnifying  party (in which case, if the Person notifies the indemnifying
party, the indemnifying  party shall not have the right to assume the defense of
such claim on behalf of such  Person).  If such  defense  is not  assumed by the
indemnifying  party, the indemnifying party will not be subject to any liability
for any settlement made without its consent, but such consent may


                                       6
<PAGE>


not be unreasonably withheld;  provided, that an indemnifying party shall not be
required to consent to any  settlement  involving the imposition of any material
obligations  on such  indemnifying  party other than financial  obligations  for
which such indemnified party will be indemnified hereunder.  If the indemnifying
party assumes the defense, the indemnifying party shall have the right to settle
such action without the consent of the  indemnified  party;  provided,  that the
indemnifying party shall be required to obtain such consent (which consent shall
not be  unreasonably  withheld)  if the  settlement  includes  any  admission of
wrongdoing  on the  part of the  indemnified  party  or any  restriction  on the
indemnified  party or its officers or  directors.  No  indemnifying  party shall
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 each  indemnified  party of an  unconditional  release from all  liability in
respect to such claim or  litigation.  The  indemnifying  party or parties shall
not,  in  connection  with any  proceeding  or related  proceedings  in the same
jurisdiction, be liable for the reasonable fees, disbursements and other charges
of more than one separate firm at any one time from all such  indemnified  party
or parties.

         7.  COUNTERPARTS.  This  Agreement  may be  executed  in  one  or  more
counterparts,  all of which shall be considered  one and the same  agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and  delivered  to the other  party,  it being  understood  that all
parties need not sign the same counterpart.

         8. ENTIRE  AGREEMENT.  This Agreement and the documents and instruments
and other  agreements among the parties hereto as contemplated by or referred to
herein,  constitute the entire  agreement  among the parties with respect to the
subject  matter hereof and supersede all prior  agreements  and  understandings,
both  written and oral,  among the parties  with  respect to the subject  matter
hereof.

         9.  SEVERABILITY.  In the event that any provision of this Agreement or
the  application  thereof  becomes  or  is  declared  by a  court  of  competent
jurisdiction  to be  illegal,  void  or  unenforceable,  the  remainder  of this
Agreement  will  continue in full force and effect and the  application  of such
provision to other persons or circumstances will be interpreted so as reasonably
to effect the intent of the parties hereto. The parties further agree to replace
such  void or  unenforceable  provision  of  this  Agreement  with a  valid  and
enforceable  provision that will achieve, to the extent possible,  the economic,
business and other purposes of such void or unenforceable provision.

         10.  GOVERNING LAW . This Agreement  shall be governed by and construed
in accordance  with the laws of the State of Washington,  regardless of the laws
that might  otherwise  govern under  applicable  principles  of conflicts of law
thereof.  Each of the  parties  hereto  irrevocably  consents  to the  exclusive
jurisdiction  of any state or federal court within the State of  Washington,  in
connection  with any matter  based upon or arising out of this  Agreement or the
matters contemplated herein,  agrees that process may be served upon them in any
manner  authorized by the laws of the State of  Washington  for such persons and
waives and covenants not to assert or plead any objection which they


                                       7
<PAGE>


might otherwise have to such jurisdiction and such process.

         11.  ASSIGNMENT.  The right to  include  Registerable  Securities  in a
Registration  Statement  pursuant to Section 2 may not be  assigned  without the
consent of the Company, which consent may not be unreasonably withheld.

         12. AMENDMENTS AND WAIVERS.  Except as otherwise  provided herein,  the
provisions  of this  Agreement  may not be  amended,  modified  or  supplemented
without the written  consent of each of the  Company and the  Rightsholders  (on
behalf of themselves). Any of the Rightsholders (on behalf of themselves) or the
Company may, by written notice to the others, (i) waive any of the conditions to
its  obligations  hereunder or extend the time for the performance of any of the
obligations  or  actions  of the  other,  (ii)  waive  any  inaccuracies  in the
representations  of the other  contained in this  Agreement or in any  documents
delivered  pursuant to this  Agreement,  (iii) waive  compliance with any of the
covenants  of the other  contained  in this  Agreement  or (iv)  waive or modify
performance of any of the  obligations of the other. No action taken pursuant to
this Agreement, including, without limitation, any investigation by or on behalf
of any party,  shall be deemed to  constitute  a waiver by the party taking such
action or compliance with any representation,  warranty,  condition or agreement
contained  herein.  Waiver of the breach of any one or more  provisions  of this
Agreement  shall not be deemed or construed to be a waiver of other  breaches or
subsequent breaches of the same provisions.

         13. NOTICES.  All notices,  requests,  demands or other  communications
provided  for herein  shall be in writing and shall be deemed to have been given
when personally  delivered or sent by (i) registered or certified  mail,  return
receipt requested, (ii) nationally recognized overnight courier service or (iii)
facsimile transmission  electronically confirmed addressed if to the Company, to
Dwango North America Corp., 5847 San Felipe Street,  Houston, Texas 77057, Attn:
Robert E. Huntley,  Chief  Executive  Officer,  with a copy to Gary T. Moomjian,
Esq.,  Moomjian & Waite, LLP, 500 North Broadway,  Suite 142, Jericho,  New York
11753; and if to the Rightsholders, to their address set forth in the records of
the Company;  or to such other person or address as either party shall designate
to the other from time to time in writing forwarded in like manner.

         14. OTHER REMEDIES.  Except as otherwise  provided herein,  any and all
remedies herein expressly  conferred upon a party will be deemed cumulative with
and not exclusive of any other remedy conferred hereby, or by law or equity upon
such party,  and the exercise by a party of any one remedy will not preclude the
exercise of any other remedy.

         15. FURTHER ASSURANCES. Each party hereto covenants and agrees with all
other  parties  hereto to promptly  execute,  deliver,  file and/or  record such
agreements, instruments,  certificates and other documents and to do and perform
such other and further acts and things as any other party hereto may  reasonably
request or as may otherwise be necessary or proper to consummate and perfect the
transactions contemplated hereby.


                                       8
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by themselves or their duly authorized respective officers, all as of the
date first written above.


                                            DWANGO NORTH AMERICA CORP.

                                            By: /s/ Robert E. Huntley
                                                -------------------------------
                                                Robert E. Huntley
                                                 Chairman

                                                /s/ Rick Hennessey
                                                -------------------------------
                                                Rick Hennessey

                                                /s/ David C. Adams
                                                -------------------------------
                                                David C. Adams

                                                /s/ Mark Sanders
                                                -------------------------------
                                                Mark Sanders

                                                /s/ Alexander U. Conrad
                                                -------------------------------
                                                Alexander U. Conrad




                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]