REGISTRATION
RIGHTS AGREEMENT

     

    This
Registration Rights Agreement (this "Agreement") is made and
entered into as of February 12, 2010, by and among Perpetual Technologies, Inc.,
a Delaware corporation (the "Company"), and the investors
signatory hereto (each an "Investor" and collectively,
the "Investors").

     

    This
Agreement is made in connection with the Note Purchase Agreement, dated as of
February 12, 2010, by and among the Company and the Investors (the "Purchase
Agreement").

     

    The
Company and the Investors hereby agree as follows:

     

    1.           Definitions.  Capitalized terms
used and not otherwise defined herein that are defined in the Purchase Agreement
will have the respective meanings given such terms in the Purchase
Agreement.  As used in this Agreement, the following terms have the
respective meanings set forth in this Section 1:

     

    “Advice” has the meaning set
forth in Section 8(d).

     

    "Commission" means the Securities and
Exchange Commission.

     

    “Common Stock” means the common
stock, par value per share of $0.001, of the Company.

     

     "Effective Date" means, as to
a Registration Statement, the date on which such Registration Statement is first
declared effective by the Commission.

     

    "Effectiveness Period" means,
as to any Registration Statement required to be filed pursuant to this
Agreement, the period commencing on the Effective Date of such Registration
Statement (which shall not be later than one hundred and eighty  (180)
days after the date such registration statement is filed with the Commission )
and ending on the earliest to occur of (a) the second  anniversary of
such Effective Date (which period shall be extended for the period of time equal
to any period during which the Holders of Registrable Securities must refrain
from selling any securities included in such Registration Statement in
accordance with the provisions of Section 8(d) below), (b) such time as all of
the Registrable Securities covered by such Registration Statement have been
publicly sold by the Holders of the Registrable Securities included therein, or
(c) such time as all of the Registrable Securities covered by such Registration
Statement may be sold by the Holders without volume restrictions pursuant to
Rule 144, in each case as determined by the counsel to the Company pursuant to a
written opinion letter to such effect, addressed and acceptable to the Company's
transfer agent and the affected Holders.  For purposes of Section
2(b), “Effectiveness Date” means with respect to each subsequent Registration
Statement filed pursuant thereto, the earlier of (A) the ninetieth (90th) day
following the filing date of such Registration Statement (or in the event such
Registration Statement receives a “full review” by the Commission, the one
hundred twentieth (120th) day
following such filing date) or (B) the date which is within three (3) Business
Days after the date on which the Commission informs the Company (i) that the
Commission will not review such Registration Statement or (ii) that the Company may
request the acceleration of the effectiveness of such Registration Statement and
the Company makes such request; provided that, if the
Effectiveness Date falls on a Saturday, Sunday or any other day which shall be a
legal holiday or a day on which the Commission is authorized or required by law
or other government actions to close, the Effectiveness Date shall be the
following Business Day. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    "Exchange Act" means the
Securities Exchange Act of 1934, as amended.

     

    "Holder" or "Holders" means the holder or
holders, as the case may be, from time to time of Registrable
Securities.  A holder of securities that are convertible into or
exercisable for Registrable Securities shall be deemed to be a Holder of such
Registrable Securities.

     

    “Initiating Holders” means any
Holder or Holders of 50% or greater of the Registrable Securities then
outstanding.  The determination of such percentage shall include
shares of Common Stock issuable upon exercise of the Warrants even if such
exercise has not yet been effected.

     

    “Initial Public Offering” shall
mean an underwritten initial public offering by the Company of its Common Stock
with anticipated gross proceeds of at least $20,000,000.

     

    “Indemnified Party” has the
meaning set forth in Section 7(c).

     

    “Indemnifying Party” has the
meaning set forth in Section 7(c).

     

    “Losses” has the meaning set
forth in Section 7(a).

     

    “Majority in Interest” means
the Initiating Holder or, if more than one, those Initiating Holders holding a
majority of the Registrable Securities then held by all Initiating
Holders.

     

    “Maturity Date” has the meaning
set forth in the Notes.

     

    “New York Courts” means the
state and federal courts sitting in the City of New York, Borough of
Manhattan.

     

    “Notes” mean the 10%
convertible promissory notes in the aggregate principal amount of $4,000,000
Notes purchased by the Investors pursuant to the Purchase
Agreement.

     

    “Note Shares” means the shares
of Common Stock or other securities issued or issuable to the Investors on
conversion of the Notes.

     

    "Proceeding" means an action,
claim, suit, investigation or proceeding (including, without limitation, an
investigation or partial proceeding, such as a deposition), whether commenced or
threatened.

     

    “Prospectus” means the
prospectus included in a Registration Statement (including, without limitation,
a prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act), as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion
of the Registrable Securities covered by a Registration Statement, and all other
amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.

     

    
      
         

      

      
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    “Qualified Financing” has the
meaning set forth in the Notes.

     

     “Registrable Securities”
means: (i) the Note Shares, (ii) the Warrant Shares, and (iii) any securities
issued or issuable upon any stock split, dividend or other distribution,
recapitalization or similar event, or any exercise price adjustment with respect
to any of the securities referenced in (i) and (ii) above; provided, however, that
following such time as any of the securities described in clauses (i), or (ii)
above have been (x) sold by a Holder pursuant to a Registration Statement or (y)
may be sold by a Holder without volume restrictions pursuant to Rule 144, as
determined by the counsel to the Company pursuant to a written opinion letter to
such effect, addressed and acceptable to the Company's transfer agent and the
affected Holder,  then such securities shall cease to be considered
“Registrable Securities” for purposes of this Agreement .

     

    "Registration Statement" means
any registration statements required to be filed under this Agreement, including
in each case the Prospectus, amendments and supplements to such registration
statements or Prospectus, including pre- and post-effective amendments, all
exhibits thereto, and all material incorporated by reference or deemed to be
incorporated by reference therein.

     

    "Rule 144" means Rule 144
promulgated by the Commission pursuant to the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such
Rule.

     

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

     

    "Rule 424" means Rule 424
promulgated by the Commission pursuant to the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such
Rule.

     

    "Securities Act" means the
Securities Act of 1933, as amended.

     

    “Shell Shares” shall mean the
shares of Common Stock listed on Schedule I.

     

    "Warrants" mean the Warrants
issued to the Investors pursuant to the Purchase Agreement.

     

    "Warrants Shares" means the
shares of Common Stock issued or issuable to the Investors on exercise of the
Warrants.

     

    
      
         

      

      
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    2.           Qualified
Financing.

    


    Subject
to Section 4(b), if the Company proposes to file a Registration Statement with
the Commission in connection with Qualified Financing, then the Company shall
include in that Registration Statement for resale all of the Note Shares;
provided, however, that if the Qualified Financing for which the Company is
filing such Registration Statement occurs after the Maturity Date of the Notes,
the Company shall include the Warrant Shares in such Registration Statement, for
an offering to be made on a continuous basis pursuant to Rule 415 (the “First
Registration Statement”).  Such Registration Statement shall cover to
the extent allowable under the Securities Act and the rules promulgated
thereunder (including Rules 415 and 416), such indeterminate number of
additional shares of Common Stock resulting from stock splits, stock dividends
or similar transactions with respect to the Note Shares.

     

    (b)              In
the event that the Company is unable to register for resale under Rule 415 all
of the applicable Registrable Securities, depending upon the timing as
contemplated above in Section 2(a), due to limits imposed by the Commission’s
interpretation of Rule 415 (a “Rule 415 Cutback”),
then the Company shall be obligated to include in such Registration Statement
only such limited portion of the applicable Registrable Securities as the
Commission shall permit.  Any exclusion of applicable Registrable
Securities shall be made pro rata among the Holders in proportion to the number
of applicable Registrable Securities held by such persons; provided, however, that the
Shell Shares shall be omitted from such Registration Statement or any subsequent
registration statement prior to the omission of any Registrable
Securities.  In the event the Commission does not permit the Company
to register all of the applicable Registrable Securities in the First
Registration Statement, the Company shall use its best efforts to register the
applicable Registrable Securities, subject to the terms of this Section 2(b),
that were not registered in the First Registration Statement, as promptly as
possible and in a manner permitted by the Commission, whether by filing a
subsequent registration statement as soon as the Commission permits the Company
to do so, providing demand registration rights, or otherwise (the “415
Subsequent Registration Statements,” together with the 415 Cutback, the “415
Registration Procedure”).

     

    (c)           If
at any time after the Company proposes to file the First Registration Statement
and prior to the effective date of such First Registration Statement, the
Company shall determine for any reason not to register or to delay such
registration, the Company may, at its election, give written notice of such
determination to the Holders and (i) in the case of a determination not to
register, shall be relieved of its obligation to register any Registrable
Securities in connection with such registration (but not from its obligation to
pay expenses in accordance with Section 6 hereof), and (ii) in the case of a
determination to delay registering, shall be permitted to delay registering any
Registrable Securities being registered pursuant to this Section 2(c) for the
same period as the delay in registering such other securities.

    


    (d)           In
the case of an underwritten public offering, if the managing underwriter(s) or
underwriter(s) should reasonably object to the inclusion of the Registrable
Securities in any Registration Statement, then if the Company after consultation
with the managing underwriter should reasonably determine that the inclusion of
such Registrable Securities would materially adversely affect the offering
contemplated in such Registration Statement, and based on such determination
recommends inclusion in such registration statement of fewer or none of the
Registrable Securities of the Holders, then (x) the number of Registrable
Securities of the Holders included in such Registration Statement shall be
reduced pro-rata among such Holders (based upon the number
of Registrable Securities requested to be included in the registration), if the
Company after consultation with the underwriter(s) recommends the inclusion of
fewer Registrable Securities, or (y) none of the Registrable Securities of the
Holders shall be included in such Registration Statement, if the Company after
consultation with the underwriter(s) recommends the inclusion of none of such
Registrable Securities; provided, however, that if
securities are being offered for the account of other persons or entities as
well as the Company, such reduction shall not represent a greater fraction of
the number of Registrable Securities intended to be offered by the Holders than
the fraction of similar reductions imposed on such other persons or entities
(other than the Company).

    


    
      
         

      

      
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    (e) In
the event that the applicable Registrable Securities are not registered as a
result of Section 2(c) or 2(d) above, or if the Company files a Registration
Statement including the Registrable Securities that is later withdrawn, the
Company agrees to register such applicable Registrable Securities as soon as
possible thereafter in a manner permitted by the Commission and the managing
underwriter if any.      

    


    3.           Demand Registration
Rights

    


    (a)              Demand Registration. In
the event that:

    


    (x)  the
Registrable Securities shall have been included in a Registration Statement
under Section 2 and such Registration Statement is not declared effective within
6 months of the date of filing or is withdrawn prior thereto; or

    


    (y)  the
Company shall have filed a Registration Statement within 6 months of the date of
this Agreement, but such registration statement did not include the Registrable
Securities (for reasons other than as a result of Rule 415); or

    


    (z)   the
Company has not filed a Registration Statement within 6 months of the date of
this Agreement

    


    then, the
Initiating Holders may (A) in the case of (x) or (z) above, at any time after
the earlier of the end of the six month period or withdrawal or (B) in the case
of (y) above, at any time after the earlier of the time such Registration
Statement is declared effective or is withdrawn,   request
(“Demand Notice”) that the Company effect any registration, qualification or
compliance with respect to (x) Warrant Shares (in the event that a Qualified
Financing shall not have occurred prior to the maturity date of the Notes) or
(y) Note Shares (in the event that a Qualified Financing shall have occurred
prior to the maturity date of the Notes)  with an anticipated
aggregate offering price, before deduction of standard underwriting discounts
and commissions, in excess of $1,000,000 in the following manner:

    


    
      
         

      

      
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    (i)  promptly give written
notice of the proposed registration, qualification or compliance to all other
Holders, but in no event more than three (3) Business Days after receipt of a
Demand Notice (the “Additional Holder Notice”); and

    


    (ii)
within 30 calendar days of the Demand Notice (the “Demand File Date” and such 30
day time period being referred to as the “Demand Period”) effect all such
registrations, qualifications and compliances (including, without limitation,
the execution of an undertaking to file post-effective amendments, appropriate
qualifications under the applicable blue sky or other state securities laws and
appropriate compliance with exemptive regulations issued under the Securities
Act and any other governmental requirements or regulations) as requested in the
Demand Notice and as would permit or facilitate the sale and distribution of all
or such portion of such Initiating Holder's or Initiating Holders' Registrable
Securities as are specified in the Demand Notice, together with  all
or such portion of the Registrable Securities of any Holder or Holders joining
in such request as are specified in a written request from such Holder(s) given
to the Company within fifteen (15) calendar days after such Holder’s receipt of
the Additional Holder Notice(the Joining Holder Notice); provided that the
Company shall not be obligated to take any action to effect such registration,
qualification or compliance pursuant to this Section 3(a):

    


    (A)   in
any particular jurisdiction in which the Company would be required to execute a
general qualification or compliance unless the Company is already subject to
service in such jurisdiction and except as required by the Securities Act;
or

    


    (B)  after
the Company has effected two (2) such registrations pursuant to this Section
3(a) and such registrations have been declared or ordered effective, and all
such shares offered pursuant to each such registration  shall have
been sold pursuant thereto.

    


    Nowthwithstanding
the foregoing, if  the Company shall furnish to the Holder a
certificate signed by the Chief Executive Officer of the Company stating that in
the good faith judgment of the Board of  Directors it would be
materially detrimental to the Company and its shareholders for such Registration
Statement to be filed during the Demand Period because such action (x) would
materially interfere with a significant acquisition, corporate reorganization or
other similar transaction involving the Company, (y) would require premature
disclosure of material information that the Company has a bona fide business
purpose for preserving as confidential, or (z) would render the Company unable
to comply with requirements under the Securities Act or Exchange Act, and it is
therefore essential to defer the filing of such Registration Statement, then the
Company shall have an additional period of not more than thirty (30) calendar
days after the expiration of the Demand Period within which to file such
Registration Statement; and provided, further, the Company
may not utilize this deferral right more than twice under this Agreement and
such deferrals may not be used consecutively without the prior written consent
of the Initiating Holder, which shall not be unreasonably withheld.

    


    
      
         

      

      
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    (b)              Underwriting.  If
the Initiating Holders intend to distribute the
Registrable  Securities covered by their request by means of an
underwriting, they shall so advise the Company as part of their request made
pursuant to this Section 3 and the Company shall include such information in the
written notice referred to in Section 3 (a).   In such event, the
underwriter shall be selected by the Majority in Interest, and shall be
reasonably acceptable to the Company.  The right of any Holder to
registration pursuant to this Section 3(b) shall be conditioned upon such
Holder's participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting (unless otherwise mutually agreed by
the Majority in Interest and such Holder) to the extent provided
herein.  The Company shall (together with all Holders proposing to
distribute their securities through such underwriting) enter into an
underwriting agreement in customary form with the underwriter or
underwriters.  Notwithstanding any other provision of this Section 3,
if the underwriter advises the Initiating Holders in writing that marketing
factors require a limitation of the number of shares to be underwritten, the
Initiating Holders shall so advise all Holders, and the number of shares of
Registrable Securities that may be included in the registration and underwriting
(which shall be determined in good faith by the managing underwriter) shall be
allocated among all Holders thereof in proportion, as nearly as practicable, to
the respective amounts of Registrable Securities held by such Holders and
requested to be included by them.  No Registrable Securities excluded
from the underwriting by reason of the managing underwriter's marketing
limitation shall be included in such registration. If any Holder of
Registrable Securities disapproves of the terms of the underwriting, such Holder
may elect to withdraw therefrom by written notice to the Company, the
underwriter and the Initiating Holders.  Any Registrable Securities
which are excluded from the underwriting by reason of the underwriter's
marketing limitation or withdrawn from such underwriting shall be withdrawn from
such registration.

    


    (c)                 Company
Inclusion.  The Company shall be entitled to include in any
Registration Statement referred to in this Section 3, for sale in
accordance with the method of disposition specified by the Initiating Holders,
shares of Common Stock to be sold by the Company for its own account, except as
and to the extent that, in the opinion of the managing underwriter (if such
method of disposition shall be an underwritten public offering), such inclusion
would adversely affect the marketing of the Registrable Securities to be
sold.  To the extent that the managing underwriter in any such
underwritten public offering requires the exclusion of any securities from such
offering, securities sought to be sold by the Company shall be so excluded prior
to excluding any Registrable Securities.

    


    (d)                 In
the event that the Company receives a Rule 415 comment from the Commission
regarding a Registration Statement filed pursuant to this Section 3, the Company
shall follow the  415 Registration Procedure set forth in Section 2(b)
above.

    


    4.    Company
Registration.

    


    (a)  Registration.   If
at any time or from time to time, the Company shall determine to register any of
its securities, for its own account or the account of any of its shareholders
(other than (i)  a registration in connection with an Initial Public
Offering (ii) a registration on Form S-8 (or any successor form) relating solely
to employee stock option or purchase plans, or (iii) a registration on Form S-4
(or any successor form) relating solely to a Rule 145 transaction, the Company
will:

    


    
      
         

      

      
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    (i) promptly give to each Holder
written notice thereof (“Registration Notice); and

    


    (ii) include in such registration (and
compliance), and in any underwriting involved therein, all the Registrable
Securities specified in a written request(s), made within fifteen (15) calendar
days after the Holders’ receipt of the Registration Notice, by any Holder or
Holders, except as set forth in subsection 4(b) below.

    


    (b)  Underwriting.  If
the subject registration for the Registration Notice is a registered public
offering involving an underwriting, the Company shall so advise the Holders in
the Registration Notice.  In such event, the right of any Holder to
registration pursuant to Section 4(a) shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting to the extent provided
herein.  All Holders proposing to distribute their securities through
such underwriting shall (together with the Company and the other shareholders
distributing their securities through such underwriting) enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting by the Company.  Notwithstanding any
other provision of this Section 4, if the managing underwriter determines that
marketing factors require a limitation of the number of shares to be
underwritten, the underwriter may exclude some or all Registrable Securities
from such registration and underwriting.  The number of Registrable
Securities to be included in such registration shall be allocated as follows:
first, for the account of the Company, all shares of Common Stock proposed to be
sold by the Company, and second, for the account of any Holders or other
stockholders of the Company participating in such registration, the number of
shares of Common Stock or other Registrable Securities requested to be included
in the registration by such Holders and other stockholders in proportion, as
nearly as practicable, to the respective amounts of securities that are
requested to be included in such registration by such Holders and other
stockholders.  The Company shall so advise all Holders and the other
holders distributing their securities through such underwriting of any such
limitation, and the number of shares of Registrable Securities held by Holders
that may be included in the registration.  If any Holder disapproves
of the terms of any such underwriting, such Holder may elect to withdraw
therefrom by written notice to the Company and the managing
underwriter.  Any securities excluded or withdrawn from such
underwriting shall be withdrawn from such registration.   The
Company shall have the right to terminate or withdraw any registration initiated
by it under this Section 4 prior to the effectiveness of such registration,
whether or not a Holder has elected to include Registrable Securities in such
registration, without thereby incurring any liability to the Holders of the
Registrable Securities; provided however, that the Company notifies all Holders
who requested inclusion of his/her Registrable Securities of such termination or
withdrawal.

    


    5.           Registration
Procedures.

     

    In
connection with the Company's registration obligations hereunder, the Company
shall:

     

    (a)           (i)  Prepare
and file with the Commission such  Registration Statements in order to
register for sale under the Securities Act all of the Registrable Securities, to
use its reasonable best efforts to cause such Registration Statements to become
effective, and, as expeditiously as possible, to prepare and file such
amendments, including post-effective amendments as may be necessary to keep the
Registration Statements continuously effective as to the applicable Registrable
Securities for its Effectiveness Period; (ii) cause the related Prospectus to be
amended or supplemented by any required Prospectus supplement, and as so
supplemented or amended to be filed pursuant to Rule 424; (iii) respond as
promptly as reasonably possible to any comments received from the Commission
with respect to each Registration Statement or any amendment thereto; and (iv)
comply in all material respects with the provisions of the Securities Act and
the Exchange Act with respect to the Registration Statement(s) and the
disposition of all Registrable Securities covered by each Registration
Statement;

     

    
      
         

      

      
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    (b)           Notify
the Holders as promptly as reasonably possible (i)(A) when a Prospectus or any
Prospectus supplement or post-effective amendment to a Registration Statement is
proposed to be filed; (B) when the Commission notifies the Company whether there
will be a "review" of such Registration Statement and whenever the Commission
comments in writing on such Registration Statement; and (C) with respect to each
Registration Statement or any post-effective amendment, when the same has become
effective; (ii) of any request by the Commission or any other Federal or state
governmental authority for amendments or supplements to a Registration Statement
or Prospectus or for additional information; (iii) of the issuance by the
Commission of any stop order suspending the effectiveness of a Registration
Statement covering any or all of the Registrable Securities or the initiation of
any Proceedings for that purpose; (iv) 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 Registrable Securities for sale in any
jurisdiction, or the initiation or threatening of any Proceeding for such
purpose; and (v) of the occurrence of any event or passage of time that makes
the financial statements included in a Registration Statement ineligible for
inclusion therein or any statement made in such 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 such
Registration Statement, Prospectus or other documents so that, in the case of
such 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 light of the circumstances under which they were made, not
misleading;

     

    (c)           Use
its reasonable best efforts to avoid the issuance of, or, if issued, obtain the
withdrawal of (i) any order suspending the effectiveness of a Registration
Statement, or (ii) any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any
jurisdiction, at the earliest practicable moment;

     

    (d)           Prior
to any public offering of Registrable Securities, register or qualify such
Registrable Securities for offer and sale under the securities or Blue Sky laws
of all jurisdictions within the United States as any Holder may request, to keep
each such registration or qualification (or exemption therefrom) effective
during the Effectiveness Period and to 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 Registration Statement(s);

     

    (e)           Cooperate
with the Holders to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be delivered to a transferee
pursuant to the Registration Statement(s), which certificates shall be free, to
the extent permitted by the Purchase Agreement or applicable law, of all
restrictive legends, and to enable such Registrable Securities to be in such
denominations and registered in such names as any such Holders may
request;

     

    
      
         

      

      
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    (f)           Upon
the occurrence of any event contemplated by Section 5(c)(v), as promptly as
reasonably possible, prepare a supplement or amendment, including a
post-effective amendment, to the affected Registration Statements or a
supplement to the related Prospectus or any document incorporated or deemed to
be incorporated therein by reference, and file any other required document so
that, as thereafter delivered, no Registration Statement nor any Prospectus will
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not
misleading;

     

    (g)           As
expeditiously as possible, furnish to each selling Holder of Registrable
Securities such reasonable numbers of copies of the Registration Statement, each
amendment and supplement thereto, Prospectus, and such other documents as the
selling Holder of Registrable Securities may reasonably request in order to
facilitate the public sale or other disposition of the Registrable
Securities;

     

    (h)           Use
its reasonable best efforts to cause all such Registrable Securities to be
listed on each securities exchange, if applicable, on which similar securities
issued by the Company are then listed;

     

    (i)           In
the event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement in customary form with the managing
underwriter of such offering;

     

    (j)           In
the event of any underwritten public offering, if requested by the underwriter,
obtain a cold comfort letter from the Company’s independent public accountants
in customary form and covering such matters of the type customarily covered by
cold comfort letters, addressed to the selling Holders of Registrable
Securities;

     

    (k)           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
Registrable Securities being sold or the underwriters, if any, reasonably,
request in order to expedite or facilitate the disposition of such Registrable
Securities (including, without limitation, effecting a stock split or a
combination of shares); and,

     

    (l)           take
such other actions as shall be reasonably requested by any Holder consistent
with the terms of this Agreement.

     

    6.           Registration
Expenses. All
fees and expenses incidental to the performance of or compliance with this
Agreement by the Company shall be borne by the Company whether or not any
Registrable Securities are sold pursuant to a Registration
Statement.  The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (A) with respect to filings
required to be made with any trading market on which the Common Stock is then
listed for trading, and (B) in compliance with applicable state securities or
Blue Sky laws), (ii) printing expenses (including, without limitation, expenses
of printing certificates for Registrable Securities and of printing
Prospectuses), (iii) messenger, telephone and delivery expenses, (iv) fees and
disbursements of counsel for the Company, (v) Securities Act liability
insurance, if the Company so desires such insurance, and (vi) fees and expenses
of all other Persons retained by the Company in connection with the consummation
of the transactions contemplated by this Agreement.  In addition, the
Company shall be responsible for all of its internal expenses incurred in
connection with the consummation of the transactions contemplated by this
Agreement (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expense of
any annual audit and the fees and expenses incurred in connection with the
listing of the Registrable Securities on any securities exchange as required
hereunder.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

       

    

    
      	
              7.

            	
              Indemnification.

            


    

     

    (a)           Indemnification by the
Company.  The Company shall, notwithstanding any termination of
this Agreement, indemnify and hold harmless each Holder, the officers,
directors, agents, investment advisors, partners, members and employees of each
of them, each person who controls any such Holder (within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act), the officers,
directors, agents and employees of each such controlling person, and any
underwriter of each seller of Registrable Securities, from and against any and
all losses, claims, damages, liabilities, costs (including, without limitation,
costs of preparation and investigation and attorneys' fees reasonably incurred)
and expenses (collectively, "Losses"), as incurred, arising
out of or relating to (i) any violations by the Company of the Securities Act,
Exchange Act or any state securities law or any rule or regulation thereunder in
connection with the performance of its obligations to register securities under
this Agreement or (ii) any untrue or alleged untrue statement of a material fact
contained in any Registration Statement, any Prospectus or any form of
Prospectus or in any amendment or supplement thereto or in any preliminary
Prospectus, or any omission or alleged omission of a material fact required to
be stated therein or necessary to make the statements therein (in the case of
any Prospectus or form of Prospectus or supplement thereto, in light of the
circumstances under which they were made) not misleading, provided however, that
the Company will not be liable in any such case to the extent that any such
claim, loss, damage or liability  arise out of or based on any untrue
statement or omission based upon written information furnished to the Company by
a Holder or underwriter specifically for use therein.

     

    (b)           Indemnification by
Holders. Each Holder shall, severally and not jointly, if Registrable
Securities held by or issuable to such Holder are included in the securities as
to which such registration is being effected, indemnify and hold harmless the
Company, its directors, officers, agents and employees, each Person who controls
the Company (within the meaning of Section 15 of the Securities Act and Section
20 of the Exchange Act), and the directors, officers, agents or employees of
such controlling Persons, to the fullest extent permitted by applicable law,
from and against all Losses, as incurred, arising solely out of or based solely
upon: (x) such Holder's failure to deliver the Prospectus provided to it by the
Company in compliance with the prospectus delivery requirements of the
Securities Act or (y) any untrue statement of a material fact contained in any
Registration Statement, any Prospectus, or any form of Prospectus, or in any
amendment or supplement thereto, or any omission of a material fact required to
be stated therein or necessary to make the statements therein not misleading to
the extent, but only to the extent that, (1) such untrue statements or omissions
is made in such Registration Statement or Prospectus in reliance upon and in
conformity with written information furnished to the Company by
a  Holder specifically for use therein.  In no event shall
the liability of any selling Holder hereunder be greater in amount than the
dollar amount of the net proceeds received by such Holder upon the sale of the
Registrable Securities giving rise to such indemnification
obligation.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

       

    

    (c)           Conduct of Indemnification
Proceedings. If any Proceeding shall be brought or asserted against any
person entitled to indemnity hereunder (an "Indemnified Party"), such
Indemnified Party shall promptly notify the Person from whom indemnity is sought
(the "Indemnifying
Party") in writing, and the Indemnifying Party shall assume the defense
thereof, including the employment of counsel reasonably satisfactory to the
Indemnified Party and the payment of all fees and expenses incurred in
connection with defense thereof; provided that the failure of any Indemnified
Party to give such notice shall not relieve the Indemnifying Party of its
obligations or liabilities pursuant to this Agreement, except (and only) to the
extent that it shall be finally determined by a court of competent jurisdiction
(which determination is not subject to appeal or further review) that such
failure shall have proximately and materially adversely prejudiced the
Indemnifying Party.

     

    An
Indemnified Party shall have the right to employ separate counsel in any such
Proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party
unless:  (1) the Indemnifying Party has agreed in writing to pay such
fees and expenses; (2) the Indemnifying Party shall have failed promptly to
assume the defense of such Proceeding and to employ counsel reasonably
satisfactory to such Indemnified Party in any such Proceeding; or (3) the named
parties to any such Proceeding (including any impleaded parties) include both
such Indemnified Party and the Indemnifying Party, and such Indemnified Party
shall have been advised by counsel that a conflict of interest is likely to
exist if the same counsel were to represent such Indemnified Party and the
Indemnifying Party (in which case, if such Indemnified Party notifies the
Indemnifying Party in writing that it elects to employ separate counsel at the
expense of the Indemnifying Party, the Indemnifying Party shall not have the
right to assume the defense thereof and such counsel shall be at the expense of
the Indemnifying Party).  The Indemnifying Party shall not be liable
for any settlement of any such Proceeding effected without its written consent,
which consent shall not be unreasonably withheld.  No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, effect
any settlement of any pending Proceeding in respect of which any Indemnified
Party is a party, unless such settlement includes an unconditional release of
such Indemnified Party from all liability on claims that are the subject matter
of such Proceeding.

     

    (d)           Contribution.

     

    (i)           If
a claim for indemnification under Section 7(a) or 7(b) is unavailable to an
Indemnified Party (by reason of public policy or otherwise), then each
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such Losses, in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in connection with the
actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations.  The relative fault of such
Indemnifying Party and Indemnified Party shall be determined by reference to,
among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission of a
material fact, has been taken or made by, or relates to information supplied by,
such Indemnifying Party or Indemnified Party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
action, statement or omission.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

       

    

    (ii)           The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 7(d) were determined by pro rata allocation or by any
other method of allocation that does not take into account the equitable
considerations referred to in the immediately preceding
paragraph.  Notwithstanding the provisions of this Section 7(d), (A)
no Holder shall be required to contribute, in the aggregate, any amount in
excess of the amount by which the proceeds actually received by such Holder from
the sale of the Registrable Securities subject to the Proceeding exceeds the
amount of any damages that such Holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission, and (B) the Company shall be liable and responsible for any
amount in excess of such proceeds; provided, however, no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.  Any party entitled to
contribution will, promptly after receipt of notice of commencement of any
action, suit or proceeding against such party or parties under this
Section 7, notify such party or parties from whom such contribution may be
sought, but the omission so to notify such party or parties from whom such
contribution may be sought shall not relieve such party from any other
obligation it or they may have thereunder or otherwise under this Section 7,
except to the extent the party against whom contribution may be sought is
prejudiced as a result of such failure to give notice.  No party shall
be liable for contribution with respect to any action, suit, proceeding or claim
settled without its prior written consent, which consent shall not be
unreasonably withheld.

     

    (e)           Indemnification with Respect
to Underwritten Offering.  In the event that Registrable
Securities are sold pursuant to a Registration Statement in an underwritten
offering pursuant to Section 2, the Company agrees to enter into an
underwriting agreement containing customary representations and warranties with
respect to the business and operations of an issuer of the securities being
registered and customary covenants and agreements to be performed by such
issuer, including without limitation customary provisions with respect to
indemnification by the Company of the underwriters of such
offering.  To the extent that the provisions on indemnification
contained in the underwriting agreements entered into among the selling Holders,
the Company and the underwriters in connection with the underwritten public
offering are in conflict with the foregoing provisions, the provisions in the
underwriting agreement shall be controlling as to the Registrable Securities
included in the public offering.

     

    The
indemnity and contribution agreements contained in this Section are in addition
to any liability that the Indemnifying Parties may have to the Indemnified
Parties.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

       

    

    
      	
              8.

            	
              Miscellaneous.

            


    

     

    (a)           Remedies.  In
the event of a breach or threatened breach by: (1) the Company including but not
limited to if the Company shall (i) fail to register Registrable Securities
after it shall have been requested to do so by a Holder or otherwise required to
do so in accordance with Section 3 or Section 4 of this Agreement, (ii) fail to
perform any of its obligations hereunder and as a result of such failure Holders
have not been able to sell their Registrable Securities, or (iii) act or fail to
act in any manner such that one or more Holders have been delayed in the sale of
their Registrable Securities, which delay is not expressly permitted by this
Agreement; or (2) by a Holder of any of their obligations under this Agreement,
each Holder or the Company, as the case may be, in addition to being entitled to
exercise all rights granted by law and under this Agreement, including recovery
of damages, will be entitled to specific performance of its rights under this
Agreement without the need to post any bond or other security or to prove
special damages.  The Company and each Holder agree that monetary
damages would not provide adequate compensation for any losses incurred by
reason of a breach by it of any of the provisions of this Agreement and hereby
further agrees that, in the event of any action for specific performance in
respect of such breach or threatened breach, it shall waive the defense that a
remedy at law would be adequate.

    


    (b)           Failure to File Registration
Statement and Other Events.  The Company and the Holders agree
that the Holders will suffer damages if the Registration Statement is not filed
in accordance with the terms hereof and is not maintained in effect during the
Effectiveness Period.   If a Registration Statement is not filed
on the Demand File Date (unless due to and in accordance with Section 3(b)
hereof) or does not remain effective during the Effectiveness Period, then the
Company shall pay to the Investors a cash amount that shall be equal to two
percent (2%) of the aggregate principal amount of the Note for each month (or
part thereof) following the Demand File Date that the Registration Statement
shall not have been duly filed with the SEC, and/or for each month (or part
thereof) following the Effective Date that the Registration Statement shall not
continue to be effective (the “Late Registration
Payment”).  Such Late Registration Payment shall be paid to the
Investors within 30 days after the end of each month in which such Late
Registration Payment shall be payable, and until the Company shall have complied
with the filing and effective provisions of this
Agreement.  Notwithstanding the foregoing, the aggregate amount of the
Late Registration Payment shall not exceed ten percent (10%) of the aggregate
principal amount of the Notes.  Without limiting any of the other
rights of the holders of Registrable Securities hereunder, the failure by the
Company to timely make any or all of such Late Registration Payments shall
constitute an Event of Default under the Notes.  No liquidated damages
under this Section 8(c) shall payable with respect to any shares required to be
omitted as a result of the operation of Rule 415.

     

    (c)           Compliance.  Each
Holder covenants and agrees that it will comply with the prospectus delivery
requirements of the Securities Act as applicable to it in connection with sales
of Registrable Securities pursuant to the Registration Statement.

     

    (d)           Discontinued
Disposition.  Each Holder agrees by its acquisition of such
Registrable Securities that, upon receipt of a notice from the Company of the
occurrence of any event of the kind described in Section 5(c)(ii)-(v), such
Holder will forthwith discontinue disposition of such Registrable Securities
under the Registration Statement until such Holder's receipt of the copies of
the supplemented Prospectus and/or amended Registration Statement or until it is
advised in writing (the "Advice") by the Company that
the use of the applicable Prospectus may be resumed, and, in either case, has
received copies of any additional or supplemental filings that are incorporated
or deemed to be incorporated by reference in such Prospectus or Registration
Statement.  The Company may provide appropriate stop orders to enforce
the provisions of this paragraph.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

       

    

    (e)           Rule 144
Compliance.  As long as any Holder owns any Registrable
Securities, the Company will apply its best efforts to file with the SEC in a
timely manner (or obtain extensions in respect thereof and file within the
applicable grace period) all reports and other documents required of the Company
under the Securities Act and Exchange Act and, if the Company is not required to
file reports pursuant to Section 13(a) or 15 (d) of the Exchange Act, it will
prepare and furnish to the Holders and make publicly available in accordance
with Rule 144(c) promulgated under the Securities Act annual and quarterly
financial statements, together with a discussion and analysis of such financial
statements in form and substance substantially similar to those that would
otherwise be required to be included in reports required by Section 13(a) or
15(d) of the Exchange Act, as well as any other information required thereby, in
the time period that such filings would have been required to have been made
under the Exchange Act.

     

    (f)           Amendments and
Waivers.  The provisions of this Agreement, including the
provisions of this Section 8(f), may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given, unless the same shall be in writing and signed by the Company and the
Holders of no less than a majority of the then outstanding Registrable
Securities.  Notwithstanding the foregoing, a waiver or consent to
depart from the provisions hereof with respect to a matter that relates
exclusively to the rights of certain Holders and that does not directly or
indirectly affect the rights of other Holders may be given by Holders of at
least a majority of the Registrable Securities to which such waiver or consent
relates; provided, further
that no amendment or waiver to any provision of this Agreement relating to
naming any Holder or requiring the naming of any Holder as an underwriter may be
effected in any manner without such Holder’s prior written consent.

     

    (g)           Notices.  Any
and all notices or other communications or deliveries required or permitted to
be provided hereunder shall be in writing and shall be deemed given and
effective on the earliest of (a) the date of transmission, if such notice or
communication is delivered via facsimile (provided the sender receives a
machine-generated confirmation of successful transmission) at the facsimile
number specified in this Section prior to 6:30 p.m. (New York City time) on a
trading day, (b) the next trading day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number
specified in this Section on a day that is not a trading day or later than 6:30
p.m. (New York City time) on any trading day, (c) the trading day following the
date of mailing, if sent by U.S. nationally recognized overnight courier service
for next trading day delivery, or (d) upon actual receipt by the party to whom
such notice is required to be given.  The address for such notices and
communications shall be as follows:

     

    
      	  	
              If
      to the Company:

            	
              Perpetual
      Technologies, Inc

            


    

    Shishan
Industrial Park

    Nanhai
District, Foshan City, Guangdong Province, PRC

    Attention: Mr. Ji Lie

    


    
      
         

      

      
        15

        
          

        

      

      
         

      

       

    

    
      	  	
              With
      a copy to:

            	
              Guzov
      Ofsink LLC

            


    

    
      	
               
      

            	
              600
      Madison Avenue

            


    

    
      	
               
      

            	
              New
      York, NY 10002

            


    

    
      	
               
      

            	
              Attn.:  Darren
      Ofsink, Esq.

            


    

    


    
      	
               
      

            	
              If
      to a Investor:

            	
              To
      the address set forth under such Investor's name on the signature pages
      hereto.

            


    

     

    
      If to any
other Person who is then the registered Holder:

    

     

    
      	
               
      

            	
              To
      the address of such Holder as it appears in the stock transfer books of
      the Company

            


    

     

    or such
other address as may be designated in writing hereafter, in the same manner, by
such Person.

     

    (h)           Successors and
Assigns.  This Agreement shall inure to the benefit of and be
binding upon the heirs, executors, personal representatives, successors and
permitted assigns of each of the parties.  The Company may not assign
its rights or obligations hereunder without the prior written consent of each
Holder.

     

    (i)           Execution and
Counterparts.  This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and, all of which taken together shall constitute one and the same
agreement.  In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature were the original
thereof.

     

    (j)           Governing
Law.  All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of New
York, without regard to the principles of conflicts of law
thereof.  Each party agrees that all Proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by
this Agreement (whether brought against a party hereto or its respective
Affiliates, employees or agents) will be commenced in the New York
Courts.  Each party hereto hereby irrevocably submits to the exclusive
jurisdiction of the New York Courts for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in
any Proceeding, any claim that it is not personally subject to the jurisdiction
of any New York Court, or that such Proceeding has been commenced in an improper
or inconvenient forum.  Each party hereto hereby irrevocably waives
personal service of process and consents to process being served in any such
Proceeding by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in
effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law.  Each party
hereto hereby irrevocably waives, to the fullest extent permitted by applicable
law, any and all right to trial by jury in any Proceeding arising out of or
relating to this Agreement or the transactions contemplated
hereby.  If either party shall commence a Proceeding to enforce any
provisions of this Agreement, then the prevailing party in such Proceeding shall
be reimbursed by the other party for its attorney’s fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such
Proceeding.

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

       

    

    (k)           Cumulative
Remedies.  The remedies provided herein are cumulative and not
exclusive of any remedies provided by law.

     

    (l)           Severability. If any
term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their reasonable efforts to
find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or
restriction.  It is hereby stipulated and declared to be the intention
of the parties that they would have executed the remaining terms, provisions,
covenants and restrictions without including any of such that may be hereafter
declared invalid, illegal, void or unenforceable.

     

    (m)           Headings.  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.

     

    (n)           Independent Nature of
Investors' Obligations and Rights.  The obligations of each
Investor under this Agreement are several and not joint with the obligations of
each other Investor, and no Investor shall be responsible in any way for the
performance of the obligations of any other Investor under this
Agreement.  Nothing contained herein or in any Transaction Document,
and no action taken by any Investor pursuant thereto, shall be deemed to
constitute the Investors as a partnership, an association, a joint venture or
any other kind of entity, or create a presumption that the Investors are in any
way acting in concert or as a group with respect to such obligations or the
transactions contemplated by this Agreement or any other Transaction
Document.  Each Investor acknowledges that no other Investor will be
acting as agent of such Investor in enforcing its rights under this
Agreement.  Each Investor shall be entitled to independently protect
and enforce its rights, including without limitation the rights arising out of
this Agreement, and it shall not be necessary for any other Investor to be
joined as an additional party in any Proceeding for such purpose.  The
Company acknowledges that each of the Investors has been provided with the same
Registration Rights Agreement for the purpose of closing a transaction with
multiple Investors and not because it was required or requested to do so by any
Investor.

     

    (o)           Selection of
Underwriter.  In the case of
any registration effected pursuant to this Agreement, the Company shall have the
right to designate the managing underwriter in any underwritten offering,
subject to the approval of the Majority in Interest, which approval shall not be
unreasonably withheld.

     

    (p)           Mergers, Etc.  The Company shall
not, directly or indirectly, enter into any merger, consolidation, or
reorganization in which the Company shall not be the surviving corporation
unless the proposed surviving corporation shall, prior to such merger,
consolidation, or reorganization, agree in writing to assume the obligations of
the Company to the Holders of Registrable Securities under this Agreement, and,
for that purpose, references hereunder to “Registrable Securities” shall be
deemed to be references to the securities that the Holders of Registrable
Securities would be entitled to receive in exchange for Registrable Securities
under any such merger, consolidation, or reorganization; provided, however, the
provisions of this Agreement shall not apply in the event of any merger,
consolidation, or reorganization in which the Company is not the surviving
corporation if all Holders of Registrable Securities are entitled to receive in
exchange for their Registrable Securities consideration consisting solely of
(i) cash, (ii) securities of the acquiring corporation that under the
Securities Act may be immediately sold to the public without registration, or
(iii) securities of the acquiring corporation that the acquiring
corporation has agreed to register within ninety (90) days of completion of the
transaction, for resale to the public pursuant to the Securities
Act.

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

       

    

    (q)           Information by
Holder.  The Holder or Holders of Registrable Securities
included in any registration shall promptly furnish to the Company such
information regarding such Holder or Holders and the distribution proposed by
such Holder or Holders as the Company may reasonably request in writing and as
shall be required in connection with any registration referred to
herein

     

    (r)           Transfer of
Rights.  The rights to
cause the Company to register Registrable Securities of a Holder and keep
information available granted to a Holder by the Company under Section 2, 3 or 4
of this Agreement may be assigned by a Holder to any partner or shareholder of
such Holder, to any other Holder, or to a transferee or assignee; provided, that
the Company is given written notice by the Holder at the time of or within a
reasonable time after said transfer, stating the name and address of said
transferee or assignee and identifying the securities with respect to which such
registration rights are being assigned; and provided further that any transferee
to whom rights under this Agreement are transferred shall, as a condition to
such transfer, deliver to the Company a written instrument by which such
transferee agrees to be bound by the obligations imposed upon the Investors
under this Agreement to the same extent as if such transferee were an Investor
hereunder and be deemed an Investor hereunder.

     

    (s)      Shell
Shares.    The  Holders hereby acknowledge
and agree that  contemporaneously with the execution of this Agreement
the Company shall be entering into a registration rights agreement with the
holders of the Shell Shares wherein the holders of the Shell Shares will be
granted substantially similar rights to those granted to the Holders in this
Agreement.    The rights of the Shell Shares’ holders shall
be pari passu with the
rights of the Holders granted herein, except that consistent with and as
required by the terms of this Agreement, in the event of a Rule 415 Cutback, all
of the Registrable Securities shall be registered prior to the registration of
any Shell Shares.

    


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        18

        
          

        

      

      
         

      

       

    

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

     

    
      
        	 	
                PERPETUAL
      TECHNOLOGIES  INC.

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	      
                Name:
      Jie Li

              	 
	 	 	      
                Title:
      Chief Executive Officer

              	 
	 	 	 	 


      

    

    


    

    

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
PAGES OF INVESTORS TO FOLLOW]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

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

     

    
      
        	 	      
                NAME
      OF INVESTING ENTITY

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	      
                Name:

              	 
	 	 	      
                Title:

              	 


      

       

      
        	 	 	 	 
	 	      
                ADDRESS
      FOR NOTICE

              	 
	 	 	 	 
	 	c/o:	 	 
	 	 	 	 
	 	Street: 	 	 
	 	 	 	 
	 	City/State/Zip:   	 	 
	 	 	 	 
	 	Attention:	 	 
	 	 	 	 
	 	Tel: 	 	 
	 	 	 	 
	 	Fax: 	 	 
	 	 	 	 
	 	Email:	 	 


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Schedule
I

    


    Shell
Shares

    


    
      	
              Name

            	
              Amount
      of Shares

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
              Total