EXHIBIT 10.7

                            SHARE EXCHANGE AGREEMENT

      SHARE EXCHANGE AGREEMENT (this  "Agreement"),  dated July __, 2005, by and
between Akid Corporation  ("Akid"),  a Colorado corporation having an address at
34 West 33rd  Street,  New York,  NY 10001,  and  Leonard  Cohen  ("Cohen"),  an
individual having an address at 750 Broad Street, Shrewsbury, NJ 07702.

                              W I T N E S S E T H :

      WHEREAS,   Mazal  Plant   Pharmaceuticals,   Inc.  ("Mazal"),  a  Delaware
corporation, is a subsidiary of Akid;

      WHEREAS,  pursuant to a Subscription Agreement dated April 11, 2005, Cohen
purchased One Hundred Twenty  Thousand  (120,000)  shares of the common stock of
Mazal (the "Mazal Shares");

      WHEREAS,  the parties  hereto desire that Cohen  exchange the Mazal Shares
for One Hundred  Twenty  Thousand  (120,000)  shares of the common stock of Akid
(the "Exchange Shares") in accordance with the terms hereof;

      NOW,   THEREFORE,   in  consideration  of  the  covenants,   promises  and
representations set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, and intending to be
legally bound hereby, the parties agree as follows:

1. Share  Exchange.  Subject to the terms and conditions  stated herein,  at the
Closing, (a) Cohen shall assign, transfer, convey, and deliver to Akid, and Akid
shall accept and acquire, the Mazal Shares and any and all rights in such shares
to which he is entitled,  and by doing so will be deemed to have assigned all of
his right,  title and interest in and to all such Mazal Shares to Akid,  and (b)
Akid shall issue to Cohen,  and Cohen shall  accept and acquire  from Akid,  the
Exchange  Shares   (collectively,   the  "Exchange").   If  one  or  more  stock
certificates  representing the Mazal Shares has been issued,  such conveyance of
the Mazal Shares shall be evidenced by such stock certificate(s),  duly endorsed
in blank or  accompanied  by stock  powers  duly  executed  in  blank,  or other
instruments of transfer in form and substance reasonably satisfactory to Akid.

2. The Closing.  The closing (the  "Closing") of the  transactions  contemplated
hereunder shall take place  simultaneously  with the execution of this Agreement
at such place as the parties may agree.

3. Representations and Warranties; Indemnification.

      3.1  Representations  and Warranties of Cohen. As an inducement to Akid to
enter  into this  Agreement  and to  consummate  the  transactions  contemplated
herein, Cohen represents and warrants to Akid as follows:
<PAGE>

      (a)  Authority.  Cohen has the right,  power,  authority  and  capacity to
execute and deliver this Agreement, to consummate the transactions  contemplated
hereby and to perform  his  obligations  under this  Agreement.  This  Agreement
constitutes  the legal,  valid and  binding  obligations  of Cohen,  enforceable
against Cohen in accordance with the terms hereof.

      (b) Ownership.  Cohen is the sole record and beneficial owner of the Mazal
Shares, has good and marketable title to the Mazal Shares, free and clear of all
Encumbrances  (hereafter  defined),  and has full legal right and power to sell,
transfer and deliver the Mazal Shares to Akid in accordance with this Agreement.
"Encumbrances"  means  any  liens,  pledges,  hypothecations,  charges,  adverse
claims,  options,   preferential  arrangements  or  restrictions  of  any  kind,
including,  without  limitation,  any restriction of the use, voting,  transfer,
receipt of income or other exercise of any  attributes of ownership,  other than
as provided under applicable securities laws. Upon the execution and delivery of
this Agreement, Akid will receive good and marketable title to the Mazal Shares,
free and  clear of all  Encumbrances.  There  are no  stockholders'  agreements,
voting trust, proxies,  options, rights of first refusal or any other agreements
or understandings with respect to the Mazal Shares.

      (c) No Conflict.  None of the execution,  delivery, or performance of this
Agreement,  and  the  consummation  of  the  transactions  contemplated  hereby,
conflicts or will conflict with, or (with or without notice or lapse of time, or
both)  result in a  termination,  breach  or  violation  of (i) any  instrument,
contract or agreement  to which Cohen is a party or by which he is bound,  or to
which the Mazal Shares are subject; or (ii) any federal, state, local or foreign
law, ordinance,  judgment, decree, order, statute, or regulation, or that of any
other governmental body or authority, applicable to Cohen or the Mazal Shares.

      (d) No Consent.  No consent,  approval,  authorization or order of, or any
filing or  declaration  with any  governmental  authority or any other person is
required for the  consummation  by the Cohen of any of the  transactions  on its
part contemplated under this Agreement.

      (e) Own  Account.  Cohen is  acquiring  the  Exchange  Shares  for his own
account as principal,  not as a nominee or agent, for investment  purposes only,
and not  with a view  to,  or for,  resale,  distribution  or  fractionalization
thereof  in  whole  or in part and no other  person  has a  direct  or  indirect
beneficial  interest in such Exchange  Shares or any portion  thereof.  Further,
Cohen does not have any contract, undertaking, agreement or arrangement with any
person to sell, transfer or grant  participations to such person or to any third
person, with respect to the Exchange Shares.

      (f) No  Advertisement.  Cohen is not  acquiring  the Exchange  Shares as a
result  of  or  subsequent  to  any  advertisement,  article,  notice  or  other
communication published in any newspaper, magazine or similar media or broadcast
over  television  or radio,  or  presented  at any  seminar or  meeting,  or any
solicitation  of a  subscription  by  person  previously  not  known to Cohen in
connection with investment securities generally.
<PAGE>

      (g) No Obligation to Register. Cohen understands that, except as set forth
herein,  Akid is under no obligation  to register the Exchange  Shares under the
Securities Act of 1933, as amended (the "Act"),  or to assist Cohen in complying
with the Act or the securities  laws of any state of the United States or of any
foreign jurisdiction.

      (h) Experience. Cohen is (1) experienced in making investments of the kind
described in this  Agreement and the related  documents,  (2) able, by reason of
the  business  and  financial  experience  of its  officers  (if an entity)  and
professional  advisors (who are not affiliated with or compensated in any way by
Akid or any of its affiliates or selling  agents),  to protect its own interests
in connection with the transactions described in this Agreement, and the related
documents,  and (3) able to afford  the  entire  loss of its  investment  in the
Exchange Shares.

      (i) Exemption from Registration. Cohen acknowledges his understanding that
the offering and sale Exchange Shares is intended to be exempt from registration
under the Act. In furtherance thereof, in addition to the other  representations
and  warranties of Cohen made herein,  Cohen further  represents and warrants to
and agrees with the Company and its affiliates as follows:

            (1)  Cohen  realizes  that the basis  for the  exemption  may not be
present  if,  notwithstanding  such  representations,  Cohen has in mind  merely
acquiring the Exchange Shares for a fixed or determinable  period in the future,
or for a market  rise,  or for sale if the market does not rise.  Cohen does not
have any such intention;

            (2) Cohen has the financial ability to bear the economic risk of his
investment,  has adequate means for providing for his current needs and personal
contingencies  and has no need for liquidity  with respect to his  investment in
Akid; and

            (3)  Cohen  has such  knowledge  and  experience  in  financial  and
business  matters  as to be capable  of  evaluating  the merits and risks of the
prospective investment in the Exchange Shares; and

            (4) Cohen has been provided an opportunity  for a reasonable  period
of time prior to the date hereof to obtain additional information concerning the
offering of the Exchange  Shares,  Akid and all other  information to the extent
Akid possesses such information or can acquire it without unreasonable effort or
expense.

            (5) Cohen has  carefully  reviewed all of Akid's  filings  under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
<PAGE>

      (j) Compliance  with Local Laws. Any resale of the Exchange  Shares during
the `distribution  compliance  period' as defined in Rule 902(f) to Regulation S
promulgated under the Act ("Regulation S") shall only be made in compliance with
exemptions from registration afforded by Regulation S. Further, any such sale of
the Exchange  Shares in any  jurisdiction  outside of the United  States will be
made in compliance with the securities laws of such jurisdiction. Cohen will not
offer to sell or sell the  Exchange  Shares  in any  jurisdiction  unless  Cohen
obtains all required consents, if any.

      (k) Regulation S Exemption. Cohen understands that the Exchange Shares are
being offered and sold to him in reliance on an exemption from the  registration
requirements of United States federal and state securities laws under Regulation
S promulgated under the Act and that Akid is relying upon the truth and accuracy
of   the   representations,    warranties,   agreements,   acknowledgments   and
understandings of Cohen set forth herein in order to determine the applicability
of such exemptions and the suitability of Cohen to acquire the Exchange  Shares.
In this regard, Cohen represents, warrants and agrees that:

            (1)  Cohen  is  not a  U.S.  Person  (as  defined  below)  and is an
affiliate (as defined in Rule 501(b) under the Act) of Akid and is not acquiring
the Exchange Shares for the account or benefit of a U.S.  Person.  A U.S. Person
means any one of the following:

                  (A) any  natural  person  resident  in the  United  States  of
America;

                  (B) any  partnership or corporation  organized or incorporated
under the laws of the United States of America;

                  (C) any estate of which any  executor  or  administrator  is a
U.S. person;

                  (D) any trust of which any trustee is a U.S. person;

                  (E) any  agency or branch of a foreign  entity  located in the
United States of America;

                  (F) any  non-discretionary  account or similar  account (other
than an estate or trust) held by a dealer or other  fiduciary for the benefit or
account of a U.S. person;

                  (G) any  discretionary  account or similar account (other than
an estate or trust) held by a dealer or other fiduciary organized,  incorporated
or (if an individual) resident in the United States of America; and

                  (H) any partnership or corporation if:

                        (i)  organized  or  incorporated  under  the laws of any
foreign jurisdiction; and

                        (ii) formed by a U.S. person principally for the purpose
of investing in securities not registered  under the Act, unless it is organized
or incorporated,  and owned, by accredited  investors (as defined in Rule 501(a)
under the Act) who are not natural persons, estates or trusts.
<PAGE>

            (2) At the  time  of the  origination  of  contact  concerning  this
Agreement and the date of the execution  and delivery of this  Agreement,  Cohen
was outside of the United States.

            (3) Cohen  will not,  during the  period  commencing  on the date of
issuance  of the  Exchange  Shares and ending on the first  anniversary  of such
date,  or such  shorter  period as may be  permitted  by  Regulation  S or other
applicable  securities law (the "Restricted  Period"),  offer,  sell,  pledge or
otherwise transfer the Exchange Shares in the United States, or to a U.S. Person
for the account or for the benefit of a U.S.  Person,  or  otherwise in a manner
that is not in compliance with Regulation S.

            (4) Cohen will,  after expiration of the Restricted  Period,  offer,
sell,  pledge or  otherwise  transfer  the  Exchange  Shares  only  pursuant  to
registration  under  the  Act  or  an  available  exemption  therefrom  and,  in
accordance with all applicable state and foreign securities laws.

            (5) Cohen was not in the United States, engaged in, and prior to the
expiration of the Restricted  Period will not engage in, any short selling of or
any hedging  transaction with respect to the Exchange Shares,  including without
limitation, any put, call or other option transaction,  option writing or equity
swap.

            (6)  Neither  Cohen  nor or any  person  acting  on his  behalf  has
engaged,  nor will engage, in any directed selling efforts to a U.S. Person with
respect to the  Exchange  Shares  and Cohen and any person  acting on his behalf
have complied and will comply with the "offering  restrictions"  requirements of
Regulation S under the Act.

            (7) The  transactions  contemplated  by this Agreement have not been
pre-arranged  with a buyer located in the United  States or with a U.S.  Person,
and are not part of a plan or scheme to evade the  registration  requirements of
the Act.

            (8) Neither Cohen nor any person acting on his behalf has undertaken
or carried out any  activity  for the purpose  of, or that could  reasonably  be
expected to have the effect of,  conditioning  the market in the United  States,
its territories or possessions, for any of the Exchange Shares. Cohen agrees not
to cause  any  advertisement  of the  Exchange  Shares  to be  published  in any
newspaper  or  periodical  or  posted in any  public  place and not to issue any
circular  relating  to the  Exchange  Shares,  except such  advertisements  that
include the statements required by Regulation S under the Act, and only offshore
and not in the U.S. or its  territories,  and only in compliance  with any local
applicable securities laws.

            (9) Each  certificate  representing  the  Exchange  Shares  shall be
endorsed with the following legends, in addition to any other legend required to
be placed thereon by applicable federal or state securities laws:
<PAGE>

                  (A) "THE SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT
U.S.  PERSONS (AS DEFINED IN REGULATION S UNDER THE  SECURITIES  ACT OF 1933, AS
AMENDED ("THE SECURITIES ACT")) AND WITHOUT  REGISTRATION WITH THE UNITED STATES
SECURITIES  AND EXCHANGE  COMMISSION  UNDER THE  SECURITIES ACT IN RELIANCE UPON
REGULATION S PROMULGATED UNDER THE SECURITIES ACT."

                  (B)  "TRANSFER OF THESE  SECURITIES IS  PROHIBITED,  EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO  REGISTRATION  UNDER
THE  SECURITIES  ACT, OR  PURSUANT TO  AVAILABLE  EXEMPTION  FROM  REGISTRATION.
HEDGING  TRANSACTIONS  MAY  NOT BE  CONDUCTED  UNLESS  IN  COMPLIANCE  WITH  THE
SECURITIES ACT."

            (10) Cohen  consents  to Akid  making a notation  on its  records or
giving  instructions  to any transfer  agent of Akid in order to  implement  the
restrictions on transfer of the Exchange Shares.

      (l) Accredited Investor. Cohen is an "accredited investor" as that term is
defined in Rule 501 of the General Rules and Regulations under the Act by reason
of Rule 501(a)(3).

      (m) Risk. Cohen understands that an investment in the Exchange Shares is a
speculative  investment  which  involves a high degree of risk and the potential
loss of his entire investment.

      (n) Net Worth.  Cohen's  overall  commitment to investments  which are not
readily  marketable  is  not  disproportionate  to  Cohen's  net  worth,  and an
investment  in the  Exchange  Shares will not cause such overall  commitment  to
become excessive.

      (o) SEC Documents.  Cohen has received all documents,  records,  books and
other  information  pertaining  to  Cohen's  investment  in Akid  that  has been
requested  by Cohen.  Cohen has  reviewed or received  copies of all reports and
other documents  filed by Akid with the Securities and Exchange  Commission (the
"SEC Documents").

      (p) Reliance.  Other than as set forth  herein,  Cohen is not relying upon
any  other  information,  representation  or  warranty  by Akid or any  officer,
director,  stockholder, agent or representative of Akid in determining to invest
in the Exchange Shares. Cohen has consulted, to the extent deemed appropriate by
Cohen,  with Cohen's own advisers as to the  financial,  tax,  legal and related
matters  concerning  an  investment  in the  Exchange  Shares  and on that basis
believes  that his or its  investment  in the  Exchange  Shares is suitable  and
appropriate for Cohen.
<PAGE>

      (q) No Governmental Review. Cohen is aware that no federal or state agency
has (1) made any finding or determination as to the fairness of this investment,
(2) made any  recommendation  or endorsement of the Exchange  Shares or Akid, or
(3)  guaranteed  or  insured  any  investment  in  the  Exchange  Shares  or any
investment made by Akid.

      (r) Price. Cohen understands that the price of the Exchange Shares offered
hereby bear no relation to the assets,  book value or net worth of Akid and were
determined  arbitrarily  by Akid.  Cohen  further  understands  that  there is a
substantial risk of further dilution on his or its investment in Akid.

      (s) Full  Disclosure.  No  representation  or warranty of Cohen to Akid in
this  Agreement  omits to state a material fact necessary to make the statements
herein,  in light of the  circumstances in which they were made, not misleading.
There is no fact known to Cohen that has specific  application to the Shares and
that  materially  adversely  affects or, as far as can be  reasonably  foreseen,
materially threatens the Shares that has not been set forth in this Agreement.

      3.2  Representations  and Warranties of Akid. As an inducement to Cohen to
enter  into this  Agreement  and to  consummate  the  transactions  contemplated
herein, Akid represents and warrants to Cohen as follows:

      (a) Organization of Akid. Akid is a corporation duly organized and validly
existing and in good standing  under the laws of the State of Colorado,  and has
all requisite  power and authority to own,  lease and operate its properties and
to carry on its  business as now being  conducted.  Akid is duly  qualified as a
foreign corporation to do business and is in good standing in every jurisdiction
in which the nature of the business conducted or property owned by it makes such
qualification  necessary,  other than  those in which the  failure so to qualify
would  not  have  a  material  adverse  effect  on  the  business,   operations,
properties, prospects or condition (financial or otherwise) of Akid.

      (b) Authority. (1) Akid has the requisite corporate power and authority to
enter into and perform its  obligations  under this  Agreement  and to issue the
Exchange  Shares;  (2) the execution and delivery of this  Agreement by Akid and
the consummation by it of the transactions  contemplated hereby and thereby have
been duly authorized by all necessary corporate action and no further consent or
authorization of Akid or its Board of Directors or stockholders is required; and
(3) this Agreement has been duly executed and delivered by Akid and  constitutes
a valid and binding  obligation of Akid  enforceable  against Akid in accordance
with its terms,  except as such  enforceability  may be  limited  by  applicable
bankruptcy,  insolvency, or similar laws relating to, or affecting generally the
enforcement of, creditors' rights and remedies or by other equitable  principles
of general application.

      (c) SEC  Documents.  To the  best of  Company's  knowledge,  Akid  has not
provided to Cohen any  information  that,  according to applicable  law, rule or
regulation,  should  have been  disclosed  publicly  prior to the date hereof by
Akid, but which has not been so disclosed. As of their respective dates, the SEC
Documents  complied in all material respects with the requirements of the Act or
the Exchange Act, as the case may be, and other  federal,  state and local laws,
rules and  regulations  applicable  to such SEC  Documents,  and none of the SEC
Documents  contained any untrue statement of a material fact or omitted to state
a material fact required to be stated  therein or necessary in order to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.  The financial  statements of Akid included in the SEC Documents
<PAGE>

comply  as to form  and  substance  in all  material  respects  with  applicable
accounting   requirements  and  the  published  rules  and  regulations  of  the
Securities and Exchange  Commission  (the "SEC") or other  applicable  rules and
regulations with respect thereto.  Such financial  statements have been prepared
in  accordance  with  generally  accepted  accounting  principles  applied  on a
consistent  basis  during the periods  involved  (except (1) as may be otherwise
indicated in such  financial  statements or the notes thereto or (2) in the case
of unaudited interim statements, to the extent they may not include footnotes or
may be  condensed  or summary  statements)  and fairly  present in all  material
respects the financial  position of Akid as of the dates thereof and the results
of operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments).

      (d) Exemption from Registration; Valid Issuances. The sale and issuance of
the  Exchange  Shares,  in  accordance  with the  terms  and on the bases of the
representations  and  warranties  of Cohen  set forth  herein,  may and shall be
properly  issued by Akid to Cohen  pursuant to any  applicable  federal or state
law. When issued and paid for as herein  provided,  the Exchange Shares shall be
duly and validly issued, fully paid, and nonassessable. Neither the sales of the
Exchange  Shares pursuant to, nor Akid's  performance of its obligations  under,
this  Agreement  shall (1) result in the  creation or  imposition  of any liens,
charges,  claims or other  encumbrances  upon the Exchange  Shares or any of the
assets of Akid,  or (2) entitle the other holders of the Common Stock of Akid to
preemptive  or other rights to subscribe to or acquire the Common Stock or other
securities  of Akid.  The Exchange  Shares  shall not subject  Cohen to personal
liability by reason of the ownership thereof.

      (e) No General  Solicitation or Advertising in Regard to this Transaction.
Neither  Akid nor any of its  affiliates  nor any person  acting on its or their
behalf (1) has conducted or will conduct any general  solicitation (as that term
is used in Rule 502(c) of Regulation D) or general  advertising  with respect to
any of the Exchange  Shares,  or (2) made any offers or sales of any security or
solicited  any offers to buy any  security  under any  circumstances  that would
require registration of the Common Stock under the Act.

      (f)  No  Conflicts.  The  execution,  delivery  and  performance  of  this
Agreement by Akid and the consummation by Akid of the transactions  contemplated
hereby, including without limitation the issuance of the Exchange Shares, do not
and will not (1) result in a violation of the  Certificate or By-Laws of Akid or
(2)  conflict  with,  or  constitute  a material  default (or an event that with
notice or lapse of time or both would become a material  default) under, or give
to others any rights of termination, amendment, acceleration or cancellation of,
any  material  agreement,  indenture,  instrument  or any  "lock-up"  or similar
provision of any underwriting or similar  agreement to which Akid is a party, or
(3) result in a violation of any  federal,  state,  local or foreign law,  rule,
regulation,  order,  judgment or decree (including  federal and state securities
laws and  regulations)applicable  to Akid or by which any  property  or asset of
Akid is bound or affected  (except for such conflicts,  defaults,  terminations,
amendments,   accelerations,   cancellations   and   violations  as  would  not,
individually  or in  the  aggregate,  have  a  material  adverse  effect  on the
business,   operations,   properties,   prospects  or  condition  (financial  or
otherwise) of Akid) nor is Akid  otherwise in violation of,  conflict with or in
default under any of the foregoing.  The business of Akid is not being conducted
in violation of any law,  ordinance or  regulation of any  governmental  entity,
except for possible violations that either singly or in the aggregate do not and
will not have a material adverse effect on the business, operations, properties,
prospects or condition  (financial or  otherwise) of Akid.  Akid is not required
under  federal,  state or local law,  rule or  regulation to obtain any consent,
authorization or order of, or make any filing or registration with, any court or
governmental  agency in order for it to  execute,  deliver or perform any of its
obligations  under  this  Agreement  or  issue  and  sell  the  Common  Stock in
accordance  with the terms hereof (other than any SEC, NASD or state  securities
filings that may be required to be made by Akid  subsequent to the Closing,  any
registration  statement that may be filed pursuant  hereto,  and any shareholder
approval required by the rules applicable to companies whose common stock trades
on the Over The Counter  Bulletin  Board);  provided  that,  for purposes of the
representation  made in this  sentence,  Akid is assuming  and relying  upon the
accuracy of the relevant representations and agreements of Cohen herein.
<PAGE>

      (g) No  Undisclosed  Liabilities.  Akid has no  liabilities or obligations
that are material,  individually or in the aggregate, and that are not disclosed
in the SEC Documents or otherwise publicly announced,  other than those incurred
in the ordinary  course of Akid's  businesses and which,  individually or in the
aggregate, do not or would not have a material adverse effect on Akid.

      (h) No Undisclosed  Events or Circumstances.  No event or circumstance has
occurred  or  exists  with  respect  to  Akid  or  its  businesses,  properties,
prospects,  operations or financial condition,  that, under applicable law, rule
or regulation,  requires  public  disclosure or  announcement  prior to the date
hereof by Akid but which has not been so publicly  announced or disclosed in the
SEC Documents.

      (i)  Litigation and Other  Proceedings.  Except as may be set forth in the
SEC  Documents,  there are no  lawsuits  or  proceedings  pending or to the best
knowledge of Akid threatened, against Akid, nor has Akid received any written or
oral notice of any such action, suit,  proceeding or investigation,  which would
have  a  material  adverse  effect  on  the  business,  operations,  properties,
prospects or condition  (financial or otherwise) of Akid. Except as set forth in
the SEC Documents,  no judgment,  order, writ, injunction or decree or award has
been  issued  by  or,  so far as is  known  by  Akid,  requested  of any  court,
arbitrator or governmental  agency which would have a material adverse effect on
the  business,  operations,  properties,  prospects or condition  (financial  or
otherwise) of Akid.

      3.3  Indemnification.  Cohen shall  indemnify  and hold  harmless Akid and
Akid's agents, beneficiaries,  affiliates,  representatives and their respective
successors   and  assigns  from  and  against  any  and  all  damages,   losses,
liabilities,  taxes and  costs  and  expenses  (including,  without  limitation,
attorneys'  fees  and  costs)  resulting  directly  or  indirectly  from (a) any
inaccuracy,  misrepresentation,  breach of warranty or non-fulfillment of any of
the representations  and warranties of Cohen in this Agreement,  or any actions,
omissions or statements of fact  inconsistent  with in any material  respect any
such  representation or warranty,  (b) any failure by Cohen to perform or comply
with any agreement, covenant or obligation in this Agreement.
<PAGE>

4. Piggy-Back Registration Rights.

      4.1  Right  to  include  Registrable  Securities.  For  purposes  of  this
Agreement,  "Registrable Securities" means Sixty Thousand (60,000) shares of the
Exchange  Shares.  If at any time, Akid shall determine to prepare and file with
the Securities and Exchange Commission,  a registration statement relating to an
offering for its own account or the account of others,  under the Act, of any of
its  equity  securities,  other  than on Form S-4 or Form S-8 (each  promulgated
under the Act) or their then  equivalents  relating to equity  securities  to be
issued in connection with an underwritten  offering for its own account or other
holders  of  Akid's  shares of Common  Stock or  securities  to be issued in any
acquisition  of  any  entity  or  business  or  equity  securities  issuable  in
connection with stock options or other employee benefit plans (the "Registration
Statement"),  then Akid shall send to Cohen written notice of such determination
and if,  within  fifteen  (15) days after  receipt of such notice Cohen shall so
request in writing, Akid shall include in such registration statement all or any
part of the  Registrable  Securities,  as Cohen requests to be registered.  Akid
shall keep such Registration Statement current and maintain compliance with each
Federal and state law or regulation  for the period  necessary for such Cohen to
effectuate  the proposed  sale or to otherwise be eligible to  effectuate a sale
pursuant to Rule 144 of the Act.

      4.2  Registration  of  Underwritten  Public  Offerings.  Anything  to  the
contrary herein notwithstanding,  if the registration involves an offering by or
through underwriters, then (a) Cohen must sell its Registrable Securities to the
underwriters selected by Akid on the same terms and conditions as apply to other
selling  securityholders;  and (b) Cohen may elect in  writing,  not later  than
three business days prior to the  effectiveness  of the  Registration  Statement
filed  in  connection  with  such  registration,  not to  have  its  Registrable
Securities so included in connection with such registration.

      4.3 Priority in Registration. Notwithstanding anything contained herein to
the  contrary,   if  this  registration  involves  an  offering  by  or  through
underwriters,  Akid  shall not be  required  to include  Registrable  Securities
therein,  if and to the extent the underwriter  managing the offering reasonably
believes in good faith and advises Cohen that such  inclusion  would  materially
adversely affect such offering;  provided that any such reduction or elimination
shall  be pro  rata  to all  other  securityholders  of the  securities  of Akid
entitled to registration rights in proportion to the respective number of shares
they have requested to be registered.

      4.4 Registration Procedures.

            (a) If and  whenever  Akid  takes  action  to  register  Registrable
Securities on behalf of Cohen, it shall, as expeditiously as practicable:
<PAGE>

                  (1) Furnish to Cohen and each  managing  underwriter,  without
charge,  at  least  one  signed  copy  of the  Registration  Statement  and  any
post-effective amendment thereto,  including financial statements and schedules,
all  documents  incorporated  therein by reference  and all exhibits  (including
those incorporated by reference)

                  (2)  Deliver to Cohen and the  underwriters,  if any,  without
charge,  as many  copies  of the  prospectus  or  prospectuses  (including  each
preliminary prospectus), any amendment or supplement thereto as such persons may
reasonably request; Akid consents to the use of such prospectus or any amendment
or supplement thereto by Cohen and the underwriters,  if any, in connection with
the offering and sale of the Registrable  Securities  covered by such prospectus
or any amendment or supplement thereto;

                  (3) Prior to any public  offering of  Registrable  Securities,
cooperate with Cohen, the underwriters,  if any, and their respective counsel in
connection with the registration or qualification of such Registrable Securities
for offer and sale under the  securities or Blue Sky laws of such  jurisdictions
within the  United  States as Cohen or an  underwriter  reasonably  requests  in
writing,  keep each such  registration  or  qualification  effective  during the
period such  Registration  Statement is required to be kept effective and do any
and all other acts or things necessary or advisable to enable the disposition in
such  jurisdictions  of the  Registrable  Securities  covered by the  applicable
Registration Statement; provided that Akid will not be required to qualify to do
business in any  jurisdiction  where it is not then so  qualified or to take any
action  which  would  subject  Akid  to  general   service  of  process  in  any
jurisdiction where it is not at the time so subject;

                  (4)  Cooperate  with Cohen and the managing  underwriters,  if
any,  to  facilitate  the  timely   preparation  and  delivery  of  certificates
representing  Registrable  Securities to be sold and not bearing any restrictive
legends; and enable such Registrable  Securities to be in such denominations and
registered in such names as the managing  underwriters  may request at least two
(2)  business  days  prior  to  any  sale  of  Registrable   Securities  to  the
underwriters;

                  (5) Use its best efforts to cause the  Registrable  Securities
covered  by the  applicable  Registration  Statement  to be  registered  with or
approved by such other  governmental  agencies or authorities  within the United
States as may be  necessary  to enable  the  seller or  sellers  thereof  or the
underwriters,  if  any,  to  consummate  the  disposition  of  such  Registrable
Securities;

                  (6)  With  respect  to each  issue  or  class  of  Registrable
Securities,  use its best efforts to cause all Registrable Securities covered by
the Registration Statements to be listed on each securities exchange, if any, on
which  similar  securities  issued by Akid are then listed if  requested  by the
majority of such issue or class of Registrable Securities;
<PAGE>

                  (7) Enter  into such  agreements  (including  an  underwriting
agreement)  and take all such other  action  reasonably  required in  connection
therewith in order to expedite or facilitate the disposition of such Registrable
Securities and in such connection,  if the registration is in connection with an
underwritten  offering  (i) make  such  representations  and  warranties  to the
underwriters,  in such  form,  substance  and scope as are  customarily  made by
issuers to underwriters  in  underwritten  offerings and confirm the same if and
when  requested;  (ii) obtain  opinions  of counsel to Akid and updates  thereof
(which  counsel shall be reasonably  acceptable  to the  underwriters  and which
opinions shall be in form,  scope and substance  reasonably  satisfactory to the
underwriters)  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 underwriters; (iii) obtain "cold comfort"
letters  and  updates   thereof  from  Akid's   accountants   addressed  to  the
underwriters,  such letters to be in customary form and covering  matters of the
type customarily covered in "cold comfort" letters by underwriters in connection
with  underwritten  offerings;  (iv)  set  forth  in  full  in any  underwriting
agreement entered into, the indemnification provisions and procedures of Section
5.3 hereof  with  respect  to all  parties to be  indemnified  pursuant  to said
Section;  and (v) deliver such documents and  certificates  as may be reasonably
requested by the  underwriters to evidence  compliance with clause (i) above and
with any customary conditions  contained in the underwriting  agreement or other
agreement  entered into by Akid;  the above shall be done at each closing  under
such  underwriting  or  similar  agreement  or as  and to  the  extent  required
hereunder;

                  (8)   Make   available   for   inspection   by  one  or   more
representatives  of Cohen,  any  underwriter  participating  in any  disposition
pursuant to such registration,  and any attorney or accountant retained by Cohen
or underwriter,  all financial and other records,  pertinent corporate documents
and  properties of Akid, and cause Akid's  officers,  directors and employees to
supply all  information  reasonably  requested by any such  representatives,  in
connection with such; and

                  (9)  Otherwise  use  its  best  efforts  to  comply  with  all
applicable federal and state  regulations;  and take such other action as may be
reasonably  necessary to or advisable  to enable Cohen and each  underwriter  to
consummate the sale or disposition in such jurisdiction or jurisdiction in which
Cohen or the underwriter shall have requested that the Registrable Securities be
sold.

            (b)  Except as  otherwise  provided  herein,  Akid  shall  have sole
control in connection with the  preparation,  filing,  withdrawal,  amendment or
supplementing of each Registration Statement, the selection of underwriters, and
the  distribution of any  preliminary  prospectus  included in the  Registration
Statement,  and may include  within the coverage  thereof  additional  shares of
Common Stock or other  securities  for its own account or for the account of one
or more of its other securityholders.

            (c) Akid may require each Cohen to furnish to Akid such  information
regarding the distribution of such securities and such other  information as may
otherwise be required by the Act to be included in such Registration Statement.
<PAGE>

5. Miscellaneous.

      (a)  Notices.  All notices or other  communications  required or permitted
hereunder  shall be in writing.  Any  notice,  request,  demand,  claim or other
communication  hereunder shall be deemed duly given (i) if by personal delivery,
when so  delivered,  (ii) if mailed,  three (3) business  days after having been
sent by registered or certified mail, return receipt requested,  postage prepaid
and  addressed  to the intended  recipient as set forth above,  or (iii) if sent
through an overnight  delivery  service in  circumstances  to which such service
guarantees next day delivery,  the day following being so sent to the address of
the  intended  recipient  as first set forth  above.  Any party may  change  the
address to which notices and other communications  hereunder are to be delivered
by giving the other parties notice in the manner herein set forth.

      (b)  Choice  of Law.  This  Agreement  shall be  governed,  construed  and
enforced  in  accordance  with the laws of the State of New York and the federal
laws of United States applicable therein, without giving effect to principles of
conflicts of law.

      (c)  Jurisdiction.  The  parties  hereby  irrevocably  consent  to  the in
personam jurisdiction of the state or federal courts located in the State of New
York, in connection with any action or proceeding  arising out of or relating to
this Agreement or the transactions and the relationships established thereunder.
The parties  hereby agree that such courts shall be the venue and  exclusive and
proper forum in which to adjudicate  such matters and that they will not contest
or challenge the jurisdiction or venue of these courts.

      (d) Entire  Agreement.  This Agreement sets forth the entire agreement and
understanding of the parties in respect of the transactions  contemplated hereby
and  supersedes  all  prior and  contemporaneous  agreements,  arrangements  and
understandings  of  the  parties  relating  to the  subject  matter  hereof.  No
representation, promise, inducement, waiver of rights, agreement or statement of
intention has been made by any of the parties which is not expressly embodied in
this  Agreement,  such other  agreements,  notes or instruments  related to this
transaction  executed  simultaneously   herewith,  or  the  written  statements,
certificates,  schedules or other documents delivered pursuant to this Agreement
or in connection with the transactions contemplated hereby.

      (e) Assignment.  Each party's rights and obligations  under this Agreement
shall not be assigned or delegated,  by operation of law or  otherwise,  without
the other party's prior consent, and any such assignment or attempted assignment
shall be void, of no force or effect, and shall constitute a material default by
such party.

      (f)  Amendments.  This Agreement may be amended,  modified,  superseded or
cancelled,  and any of the  terms,  covenants,  representations,  warranties  or
conditions hereof may be waived,  only by a written instrument  executed by each
party, in the case of a waiver, by the party waiving compliance.
<PAGE>

      (g)  Waivers.  The  failure  of any party at any time or times to  require
performance  of any  provision  hereof shall in no manner  affect the right at a
later time to enforce the same. No waiver by any party of any condition,  or the
breach of any term,  covenant,  representation  or  warranty  contained  in this
Agreement,  whether by conduct or otherwise,  in any one or more instances shall
be  deemed to be or  construed  as a further  or  continuing  waiver of any such
condition or breach or a waiver of any other term,  covenant,  representation or
warranty of this Agreement.

      IN WITNESS  WHEREOF,  the parties hereto have duly executed this Agreement
on the date first set forth above.

                                      AKID CORPORATION


                                      By:    /s/ Mechael Kanovsky
                                             -----------------------------------
                                      Name:  Mechael Kanovsky
                                      Title:


                                      /s/ Leonard Cohen
                                      ------------------------------------------
                                      LEONARD COHEN