Exhibit
      10.4

     

    REGISTRATION
      RIGHTS AGREEMENT

     

     THIS
      REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the
        
      day of
                    ,
      2006,
      by and among, Middle Kingdom Alliance Corporation, a corporation organized
      under
      the laws of Delaware (the “Company”), and the undersigned parties listed under
      Investor on the signature page hereto (each, an “Investor” and collectively, the
“Investors”).

     

    WHEREAS,
      the Investors purchased Series A Units, consisting of one share of Company
      common stock (“Common Stock”) and four Class A warrants, in a private placement
      made in accordance with Section 4(2) under the Securities Act of 1933 prior
      to
      the Company’s public offering; 

     

    WHEREAS,
      the Investors also purchased additional shares of the Company’s Common Stock
      prior to its public offering; 

     

    WHEREAS,
      the Investors currently hold all of the issued and outstanding securities of
      the
      Company; and 

     

    WHEREAS,
      the Investors and the Company desire to enter into this Agreement to provide
      the
      Investors with certain rights relating to the registration of the Common Stock,
      Class A warrants and Common Stock underlying the Class A warrants held by them;
      

     

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

     

    1.            
      DEFINITIONS.
      The following capitalized terms used herein have the following meanings:


     

    “Agreement”
      means this Agreement, as amended, restated, supplemented, or otherwise modified
      from time to time.

     

    “Commission”
      means the Securities and Exchange Commission, or any other federal agency then
      administering the Securities Act or the Exchange Act.

     

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

     

    “Demand
      Registration” is defined in Section 2.1.1.

     

    “Demanding
      Holder” is defined in Section 2.1.1.

     

    “Exchange
      Act” means the Securities Exchange Act of 1934, as amended, and the rules and
      regulations of the Commission promulgated thereunder, all as the same shall
      be
      in effect at the time.


    
      
        
        

      

      
        
        

        
          

        

      

       

    

     

    “Form
      S-1” is defined in Section 2.3.

     

    “Indemnified
      Party” is defined in Section 4.3.

     

    “Indemnifying
      Party” is defined in Section 4.3.

     

    “Investor”
      is defined in the preamble to this Agreement. 

     

    “Investor
      Indemnified Party” is defined in Section 4.1. 

     

    “Maximum
      Number of Shares” is defined in Section 2.1.4.

     

    “Notices”
      is defined in Section 6.3. 

     

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

     

    “Piggy-Back
      Registration” is defined in Section 2.2.1. 

     

    “Register,”
      “registered” and “registration” mean a registration effected by preparing and
      filing a registration statement in compliance with the requirements of the
      Securities Act, and the applicable rules and regulations promulgated thereunder,
      and such registration statement becoming effective.

     

    “Registrable
      Securities” means the Common Stock owned or held by Investors, the Class A
      warrants owned or held by Investors, and the Common Stock underlying the Class
      A
      warrants owned or held by Investors. Registrable Securities includes any
      warrants, Common Stock or other securities of the Company issued as a dividend
      or other distribution with respect to or in exchange for or in replacement
      of
      such Common Stock, Class A warrants or Common Stock underlying the Class A
      warrants. As to any particular Registrable Securities, such securities shall
      cease to be Registrable Securities when: (a) a Registration Statement with
      respect to the sale of such securities shall have become effective under the
      Securities Act and such securities shall have been sold, transferred, disposed
      of or exchanged in accordance with such Registration Statement; (b) such
      securities shall have been otherwise transferred, new certificates for them
      not
      bearing a legend restricting further transfer shall have been delivered by
      the
      Company and subsequent public distribution of them shall not require
      registration under the Securities Act; (c) such securities shall have
      ceased to be outstanding, or (d) the Registrable Securities are salable
      under Rule 144(k) in the opinion of counsel to the Company. 

     

    “Registration
      Statement” means a registration statement filed by the Company with the
      Commission in compliance with the Securities Act and the rules and regulations
      promulgated thereunder for a public offering and sale of securities of the
      Company (other than a registration statement on Form S-4 or Form S-8, or their
      successors, or any registration statement covering only securities proposed
      to
      be issued in exchange for securities or assets of another entity). 

     

    “Release
      Date” means the date on which the Common Stock or Class A warrants are disbursed
      from escrow pursuant to Section 3 of that certain Securities Escrow
      Agreement dated as of [      ],
      2006 by
      and among the parties hereto and Continental Stock Transfer & Trust
      Company. 


    
      
        
        

      

      
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    “Repurchase
      Right” is defined in Section 6.10.2. 

     

    “Securities
      Act” means the Securities Act of 1933, as amended, and the rules and regulations
      of the Commission promulgated thereunder, all as the same shall be in effect
      at
      the time. 

     

    “Underwriter”
      means a securities dealer who purchases any Registrable Securities as principal
      in an underwritten offering and not as part of such dealer’s market-making
      activities. 

     

    2.             REGISTRATION
      RIGHTS. 

     

    2.1   Demand
      Registration.
      

     

    2.1.1  Request
      for Registration.
      At any
      time and from time to time on or after the Release Date, the holders of a
      minimum thirty percent (30%) interest of the Registrable Securities held by
      the Investors or the transferees of the Investors, may make a written demand
      for
      registration under the Securities Act of all or part of their Registrable
      Securities (a “Demand Registration”). Any demand for a Demand Registration shall
      specify the number of Registrable Securities proposed to be sold and the
      intended method(s) of distribution thereof. The Company will notify in writing
      all holders of Registrable Securities of the demand, and each holder of
      Registrable Securities who wishes to include all or a portion of such holder’s
      Registrable Securities in the Demand Registration (each such holder including
      Registrable Securities in such registration, a “Demanding Holder”) shall so
      notify the Company in writing within fifteen (15) days after the receipt by
      the holder of the notice from the Company. Upon any such request, the Demanding
      Holders shall be entitled to have their Registrable Securities included in
      the
      Demand Registration, subject to Section 2.1.4 and the provisos set forth in
      Section 3.1.1. The Company shall not be obligated to effect more than an
      aggregate of three (3) Demand Registrations under this Section 2.1.1
      in respect of Registrable Securities.

     

    2.1.2  Effective
      Registration.
      A
      registration will not count as a Demand Registration until the Registration
      Statement filed with the Commission with respect to such Demand Registration
      has
      been declared effective and the Company has complied with all of its obligations
      under this Agreement with respect thereto; provided, however, that if, after
      such Registration Statement has been declared effective, the offering of
      Registrable Securities pursuant to a Demand Registration is interfered with
      by
      any stop order or injunction of the Commission or any other governmental agency
      or court or if the prospectus included in such Registation Statement is no
      longer effective, the Registration Statement with respect to such Demand
      Registration will be deemed not to have been declared effective, unless and
      until, (i) such stop order or injunction is removed, rescinded or otherwise
      terminated, and (ii) a majority-in-interest of the Demanding Holders
      thereafter elect to continue the offering; provided, further, that the Company
      shall not be obligated to file a second Registration Statement until a
      Registration Statement that has been filed is counted as a Demand Registration
      or is terminated or withdrawn.

     

    2.1.3  Underwritten
      Offering.
      If a
      minimum thirty percent (30%) interest of the Demanding Holders so elect and
      such holders so advise the Company as part of their written demand for a Demand
      Registration, the offering of such Registrable Securities pursuant to such
      Demand Registration shall be in the form of an underwritten offering. In such
      event, the right of any holder to include its Registrable Securities in such
      registration 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 Demanding Holders proposing
      to
      distribute their securities through such underwriting shall enter into an
      underwriting agreement in customary form with the Underwriter or Underwriters
      selected for such underwriting by a majority-in-interest of the holders
      initiating the Demand Registration. 


    
      
        
        

      

      
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    2.1.4  Reduction
      of Offering.
      If the
      managing Underwriter or Underwriters for a Demand Registration that is to be
      an
      underwritten offering advises the Company and the Demanding Holders in writing
      that the dollar amount or number of Registrable Securities which the Demanding
      Holders desire to sell, taken together with all other Common Stock or other
      securities which the Company desires to sell and the Common Stock, if any,
      as to
      which registration has been requested pursuant to written contractual piggy-back
      registration rights held by other shareholders of the Company who desire to
      sell, exceeds the maximum dollar amount or maximum number of shares that can
      be
      sold in such offering without adversely affecting the proposed offering price,
      the timing, the distribution method, or the probability of success of such
      offering (such maximum dollar amount or maximum number of shares, as applicable,
      the “Maximum Number of Shares”), then the Company shall include in such
      registration: (i) first, the Registrable Securities as to which Demand
      Registration has been requested by the Demanding Holders (pro rata in accordance
      with the number of Registrable Securities which such Demanding Holder has
      requested be included in such registration, regardless of the number of
      Registrable Securities held by each Demanding Holder) that can be sold without
      exceeding the Maximum Number of Shares; (ii) second, to the extent that the
      Maximum Number of Shares has not been reached under the foregoing clause (i),
      the Common Stock or other securities that the Company desires to sell that
      can
      be sold without exceeding the Maximum Number of Shares; (iii) third, to the
      extent that the Maximum Number of Shares has not been reached under the
      foregoing clauses (i) and (ii), the Common Stock for the account of other
      persons that the Company is obligated to register pursuant to written
      contractual arrangements with such persons and that can be sold without
      exceeding the Maximum Number of Shares; and (v) fourth, to the extent that
      the Maximum Number of Shares have not been reached under the foregoing clauses
      (i), (ii), and (iii), the Common Stock that other shareholders desire to sell
      that can be sold without exceeding the Maximum Number of Shares. 

     

    2.1.5  Withdrawal.
      If a
      majority-in-interest of the Demanding Holders disapprove of the terms of any
      underwriting or are not entitled to include all of their Registrable Securities
      in any offering, such majority-in-interest of the Demanding Holders may elect
      to
      withdraw from such offering by giving written notice to the Company and the
      Underwriter or Underwriters of their request to withdraw prior to the
      effectiveness of the Registration Statement filed with the Commission with
      respect to such Demand Registration. If the majority-in-interest of the
      Demanding Holders withdraws from a proposed offering relating to a Demand
      Registration, then such registration shall not count as a Demand Registration
      provided for in this Section 2.1. 

     

    
      
        
        

      

      
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      2.2  Piggy-Back
        Registration.
        

       

    

    2.2.1  Piggy-Back
      Rights.
      If at
      any time on or after the Release Date the Company proposes to file a
      Registration Statement under the Securities Act with respect to an offering
      of
      equity securities, or securities or other obligations exercisable or
      exchangeable for, or convertible into, equity securities, by the Company for
      its
      own account or for shareholders of the Company for their account (or by the
      Company and by shareholders of the Company including, without limitation,
      pursuant to Section 2.1), other than a Registration Statement on Form S-8
      or S-4 or (i) filed in connection with any employee stock option or other
      benefit plan, (ii) for an exchange offer or offering of securities solely
      to the Company’s existing shareholders, or (iii)  for a dividend
      reinvestment plan, then the Company shall (x) give written notice of such
      proposed filing to the holders of Registrable Securities as soon as practicable
      but in no event less than twenty (20) days before the anticipated filing
      date, which notice shall describe the amount and type of securities to be
      included in such offering, the intended method(s) of distribution, and the
      name
      of the proposed Managing Underwriter or Underwriters, if any, of the offering,
      and (y) offer to the holders of Registrable Securities in such notice the
      opportunity to register the sale of such number of shares of Registrable
      Securities as such holders may request in writing within ten (10) days
      following receipt of such notice (a “Piggy-Back Registration”). The Company
      shall cause such Registrable Securities to be included in such registration
      and
      shall use its best efforts to cause the managing Underwriter or Underwriters
      of
      a proposed underwritten offering to permit the Registrable Securities requested
      to be included in a Piggy-Back Registration to be included on the same terms
      and
      conditions as any similar securities of the Company and to permit the sale
      or
      other disposition of such Registrable Securities in accordance with the intended
      method(s) of distribution thereof. All holders of Registrable Securities
      proposing to distribute their securities through a Piggy-Back Registration
      that
      involves an Underwriter or Underwriters shall enter into an underwriting
      agreement in customary form with the Underwriter or Underwriters selected for
      such Piggy-Back Registration. 

     

    2.2.2  Reduction
      of Offering.
      If the
      managing Underwriter or Underwriters for a Piggy-Back Registration that is
      to be
      an underwritten offering advises the Company and the holders of Registrable
      Securities in writing that the dollar amount or number of Common Stock which
      the
      Company desires to sell, taken together with Common Stock or other securities,
      if any, as to which registration has been demanded pursuant to written
      contractual arrangements with persons other than the holders of Registrable
      Securities hereunder, the Registrable Securities as to which registration has
      been requested under this Section 2.2, and the Common Stock or other
      securities, if any, as to which registration has been requested pursuant to
      the
      written contractual piggy-back registration rights of other shareholders of
      the
      Company, exceeds the Maximum Number of Shares, then the Company shall include
      in
      any such registration: 

     

    (a)  If
      the
      registration is undertaken for the Company’s account: (A) first, the Common
      Stock or other securities that the Company desires to sell that can be sold
      without exceeding the Maximum Number of Shares; (B) second, to the extent
      that the Maximum Number of Shares has not been reached under the foregoing
      clause (i), the securities, if any, including the Registrable Securities, as
      to
      which registration has been requested pursuant to written contractual piggy-back
      registration rights of security holders (pro rata in accordance with the number
      of securities which each such person has actually requested to be included
      in
      such registration, regardless of the number of securities with respect to which
      such persons have the right to request such inclusion) that can be sold without
      exceeding the Maximum Number of Shares; and (ii) if the registration is a
“demand” registration undertaken at the demand of persons other than the holders
      of Registrable Securities pursuant to written contractual arrangements with
      such
      persons, (w) first, the Common Stock for the account of the demanding
      persons that can be sold without exceeding the Maximum Number of Shares;
      (x) second, to the extent that the Maximum Number of Shares has not been
      reached under the foregoing clause (1), the Common Stock or other securities
      that the Company desires to sell that can be sold without exceeding the Maximum
      Number of Shares; and (y) third, to the extent that the Maximum Number of
      Shares has not been reached under the foregoing clauses (w) and (x), the
      Registrable Securities as to which registration has been requested under this
      Section 2.2 (pro rata in accordance with the number of Registrable
      Securities held by each such holder); and (z) fourth, to the extent that
      the Maximum Number of Shares has not been reached under the foregoing clauses
      (w), (x) and (y), the Common Stock, if any, as to which registration has
      been requested pursuant to written contractual piggy-back registration rights
      which other shareholders desire to sell that can be sold without exceeding
      the
      Maximum Number of Shares. 


    
      
        
        

      

      
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    2.2.3   Withdrawal.
      Any
      holder of Registrable Securities may elect to withdraw such holder’s request for
      inclusion of Registrable Securities in any Piggy-Back Registration by giving
      written notice to the Company of such request to withdraw prior to the
      effectiveness of the Registration Statement. The Company may also elect to
      withdraw a registration statement at any time prior to the effectiveness of
      the
      Registration Statement. Notwithstanding any such withdrawal, the Company shall
      pay all expenses incurred by the holders of Registrable Securities in connection
      with such Piggy-Back Registration as provided in Section 3.3. 

     

    2.3  Registrations
      on Form S-3.
      The
      holders of Registrable Securities may at any time and from time to time, request
      in writing that the Company register the resale of any or all of such
      Registrable Securities on Form S-3 or any similar short-form registration which
      may be available at such time (“Form S-3”); provided, however, that the Company
      shall not be obligated to effect such request through an underwritten offering.
      Upon receipt of such written request, the Company will promptly give written
      notice of the proposed registration to all other holders of Registrable
      Securities, and, as soon as practicable thereafter, effect the registration
      of
      all or such portion of such holder’s or holders’ Registrable Securities as are
      specified in such request, together with all or such portion of the Registrable
      Securities of any other holder or holders joining in such request as are
      specified in a written request given within fifteen (15) days after receipt
      of such written notice from the Company; provided, however, that the Company
      shall not be obligated to effect any such registration pursuant to this
      Section 2.3: (i) if Form S-3 is not available for such offering; or
      (ii) if the holders of the Registrable Securities, together with the
      holders of any other securities of the Company entitled to inclusion in such
      registration, propose to sell Registrable Securities and such other securities
      (if any) at any aggregate price to the public of less than $500,000.
      Registrations effected pursuant to this Section 2.3 shall not be counted as
      Demand Registrations effected pursuant to Section 2.1. 

     

    3.            
      REGISTRATION
      PROCEDURES. 

     

    3.1   Filings;
      Information.
      Whenever the Company is required to effect the registration of any Registrable
      Securities pursuant to Section 2, the Company shall use its best efforts to
      effect the registration and sale of such Registrable Securities in accordance
      with the intended method(s) of distribution thereof as expeditiously as
      practicable, and in connection with any such request: 


    
      
        
        

      

      
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    3.1.1  Filing
      Registration Statement.
      The
      Company shall, as expeditiously as possible and in any event within sixty
      (60) days after receipt of a request for a Demand Registration pursuant to
      Section 2.1, prepare and file with the Commission a Registration Statement
      on any form for which the Company then qualifies or which counsel for the
      Company shall deem appropriate and which form shall be available for the sale
      of
      all Registrable Securities to be registered thereunder in accordance with the
      intended method(s) of distribution thereof, and shall use its best efforts
      to
      cause such Registration Statement to become and remain effective for the period
      required by Section 3.1.3; provided, however, that the Company shall have
      the right to defer any Demand Registration for up to thirty (30) days, and
      any Piggy-Back Registration for such period as may be applicable to deferment
      of
      any demand registration to which such Piggy-Back Registration relates, in each
      case if the Company shall furnish to the holders a certificate signed by the
      Chief Executive Officer of the Company stating that, in the good faith judgment
      of the Board of Directors of the Company, it would be materially detrimental
      to
      the Company and its shareholders for such Registration Statement to be effected
      at such time; provided further, however, that the Company shall not have the
      right to exercise the right set forth in the immediately preceding proviso
      more
      than once in any 365-day period in respect of a Demand Registration hereunder.
      In no event will the holder of Registrable Securities be entitled to receive
      a
      net-cash settlement in lieu of physical settlement in shares of Common Stock,
      regardless of whether the Common Stock is registered pursuant to an effective
      registration statement.

     

    3.1.2  Copies.
      The
      Company shall, prior to filing a Registration Statement or prospectus, or any
      amendment or supplement thereto, furnish without charge to the holders of
      Registrable Securities included in such registration, and such holders’ legal
      counsel, copies of such Registration Statement as proposed to be filed, each
      amendment and supplement to such Registration Statement (in each case including
      all exhibits thereto and documents incorporated by reference therein), the
      prospectus included in such Registration Statement (including each preliminary
      prospectus), and such other documents as the holders of Registrable Securities
      included in such registration or legal counsel for any such holders may request
      in order to facilitate the disposition of the Registrable Securities owned
      by
      such holders.

     

    3.1.3  Amendments
      and Supplements.
      The
      Company shall prepare and file with the Commission such amendments, including
      post-effective amendments, and supplements to such Registration Statement and
      the prospectus used in connection therewith as may be necessary to keep such
      Registration Statement effective and in compliance with the provisions of the
      Securities Act until all Registrable Securities and other securities covered
      by
      such Registration Statement have been disposed of in accordance with the
      intended method(s) of distribution set forth in such Registration
      Statement.

     

    3.1.4  Notification.
      After
      the filing of a Registration Statement, the Company shall promptly, and in
      no
      event more than two (2) business days after such filing, notify the holders
      of Registrable Securities included in such Registration Statement of such
      filing, and shall further notify such holders promptly and confirm such advice
      in writing in all events within two (2) business days of the occurrence of
      any of the following: (i) when such Registration Statement becomes
      effective; (ii) when any post-effective amendment to such Registration
      Statement becomes effective; (iii) the issuance or threatened issuance by
      the Commission of any stop order (and the Company shall take all actions
      required to prevent the entry of such stop order or to remove it if entered);
      and (iv) any request by the Commission for any amendment or supplement to
      such Registration Statement or any prospectus relating thereto or for additional
      information or of the occurrence of an event requiring the preparation of a
      supplement or amendment to such prospectus so that, as thereafter delivered
      to
      the purchasers of the securities covered by such Registration Statement, such
      prospectus will not contain an untrue statement of a material fact or omit
      to
      state any material fact required to be stated therein or necessary to make
      the
      statements therein not misleading, and promptly make available to the holders
      of
      Registrable Securities included in such Registration Statement any such
      supplement or amendment; except that before filing with the Commission a
      Registration Statement or prospectus or any amendment or supplement thereto,
      including documents incorporated by reference, the Company shall furnish to
      the
      holders of Registrable Securities included in such Registration Statement and
      to
      the legal counsel for any such holders, copies of all such documents proposed
      to
      be filed sufficiently in advance of filing to provide such holders and legal
      counsel with a reasonable opportunity to review such documents and comment
      thereon, and the Company shall not file any Registration Statement or prospectus
      or amendment or supplement thereto, including documents incorporated by
      reference, to which such holders or their legal counsel shall reasonably object.
      


    
      
        
        

      

      
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    3.1.5  State
      Securities Laws Compliance.
      The
      Company shall use its best efforts to (i) register or qualify the
      Registrable Securities covered by the Registration Statement under such
      securities or “blue sky” laws of such jurisdictions in the United States as the
      holders of Registrable Securities included in such Registration Statement (in
      light of their intended plan of distribution) may request and (ii) take
      such action necessary to cause such Registrable Securities covered by the
      Registration Statement to be registered with or approved by such other
      governmental authorities as may be necessary by virtue of the business and
      operations of the Company and do any and all other acts and things that may
      be
      necessary or advisable to enable the holders of Registrable Securities included
      in such Registration Statement to consummate the disposition of such Registrable
      Securities in such jurisdictions; provided, however, that the Company shall
      not
      be required to qualify generally to do business in any jurisdiction where it
      would not otherwise be required to qualify but for this paragraph 3.1.5 or
      subject itself to taxation in any such jurisdiction. 

     

    3.1.6  Agreements
      for Disposition.
      The
      Company shall enter into customary agreements (including, if applicable, an
      underwriting agreement in customary form) and take such other actions as are
      reasonably required in order to expedite or facilitate the disposition of such
      Registrable Securities. The representations, warranties and covenants of the
      Company in any underwriting agreement which are made to or for the benefit
      of
      any Underwriters, to the extent applicable, shall also be made to and for the
      benefit of the holders of Registrable Securities included in such registration
      statement. No holder of Registrable Securities included in such registration
      statement shall be required to make any representations or warranties in the
      underwriting agreement except as required by law and, if applicable, with
      respect to such holder’s organization, good standing, authority, title to
      Registrable Securities, lack of conflict of such sale with such holder’s
      material agreements and organizational documents, and with respect to written
      information relating to such holder that such holder has furnished such
      information in writing expressly for inclusion in such Registration
      Statement.

     

    3.1.7  Cooperation.
      The
      principal executive officer of the Company, the principal financial officer
      of
      the Company, the principal accounting officer of the Company and all other
      officers and members of the management of the Company shall cooperate fully
      in
      any offering of Registrable Securities hereunder, which cooperation shall
      include, without limitation, the preparation of the Registration Statement
      with
      respect to such offering and all other offering materials and related documents,
      and participation in meetings with Underwriters, attorneys, accountants and
      potential investors. 


    
      
        
        

      

      
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    3.1.8  Records.
      The
      Company shall make available for inspection by the holders of Registrable
      Securities included in such Registration Statement, any Underwriter
      participating in any disposition pursuant to such registration statement and
      any
      attorney, accountant or other professional retained by any holder of Registrable
      Securities included in such Registration Statement or any Underwriter, all
      financial and other records, pertinent corporate documents and properties of
      the
      Company, as shall be necessary to enable them to exercise their due diligence
      responsibility, and cause the Company’s officers, directors and employees to
      supply all information requested by any of them in connection with such
      Registration Statement.

     

    3.1.9  Opinions
      and Comfort Letters.
      The
      Company shall furnish to each holder of Registrable Securities included in
      any
      Registration Statement a signed counterpart, addressed to such holder, of
      (i) any opinion of counsel to the Company delivered to any Underwriter and
      (ii) any comfort letter from the Company’s independent public accountants
      delivered to any Underwriter. In the event no legal opinion is delivered to
      any
      Underwriter, the Company shall furnish to each holder of Registrable Securities
      included in such Registration Statement, at any time that such holder elects
      to
      use a prospectus, an opinion of counsel to the Company to the effect that the
      Registration Statement containing such prospectus has been declared effective
      and that no stop order is in effect. 

     

    3.1.10  Earnings
      Statement.
      The
      Company shall comply with all applicable rules and regulations of the Commission
      and the Securities Act, and make available to its shareholders, as soon as
      practicable, an earnings statement covering a period of twelve (12) months,
      beginning after the effective date of the Registration Statement, which earnings
      statement shall satisfy the provisions of Section 11(a) of the Securities
      Act and Rule 158 thereunder. 

     

    3.1.11  Listing.
      The
      Company shall use its best efforts to cause all Registrable Securities included
      in any registration to be listed on such exchanges or otherwise designated
      for
      trading in the same manner as similar securities issued by the Company are
      then
      listed or designated or, if no such similar securities are then listed or
      designated, in a manner satisfactory to the holders of a majority of the
      Registrable Securities included in such registration. 

     

    3.2  Obligation
      to Suspend Distribution.
      Upon
      receipt of any notice from the Company of the happening of any event of the
      kind
      described in Section 3.1.4(iv), or, in the case of a resale registration on
      Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the
      Company, pursuant to a written insider trading compliance program adopted by
      the
      Company’s Board of Directors, of the ability of all “insiders” covered by such
      program to transact in the Company’s securities because of the existence of
      material non-public information, each holder of Registrable Securities included
      in any registration shall immediately discontinue disposition of such
      Registrable Securities pursuant to the Registration Statement covering such
      Registrable Securities until such holder receives the supplemented or amended
      prospectus contemplated by Section 3.1.4(iv) or the restriction on the
      ability of “insiders” to transact in the Company’s securities is removed, as
      applicable, and, if so directed by the Company, each such holder will deliver
      to
      the Company all copies, other than permanent file copies then in such holder’s
      possession, of the most recent prospectus covering such Registrable Securities
      at the time of receipt of such notice. 


    
      
        
        

      

      
        9

        
          

        

      

       

    

     

    3.3  Registration
      Expenses.
      The
      Company shall bear all costs and expenses incurred in connection with any Demand
      Registration pursuant to Section 2.1, any Piggy-Back Registration pursuant
      to Section 2.2, and any registration on Form S-3 effected pursuant to
      Section 2.3, and all expenses incurred in performing or complying with its
      other obligations under this Agreement, whether or not the Registration
      Statement becomes effective, including, without limitation: (i) all
      registration and filing fees; (ii) fees and expenses of compliance with
      securities or “blue sky” laws (including fees and disbursements of counsel in
      connection with blue sky qualifications of the Registrable Securities);
      (iii) printing expenses; (iv) the Company’s internal expenses
      (including, without limitation, all salaries and expenses of its officers and
      employees); (v) the fees and expenses incurred in connection with the
      listing of the Registrable Securities as required by Section 3.1.11;
      (vi) National Association of Securities Dealers, Inc. fees; (vii) fees
      and disbursements of counsel for the Company and fees and expenses for
      independent certified public accountants retained by the Company (including
      the
      expenses or costs associated with the delivery of any opinions or comfort
      letters requested pursuant to Section 3.1.9); (viii) the fees and
      expenses of any special experts retained by the Company in connection with
      such
      registration and (ix) the fees and expenses of one legal counsel selected
      by the holders of a majority-in-interest of the Registrable Securities included
      in such registration. The Company shall have no obligation to pay any
      underwriting discounts or selling commissions attributable to the Registrable
      Securities being sold by the holders thereof, which underwriting discounts
      or
      selling commissions shall be borne by such holders. Additionally, in an
      underwritten offering, all selling shareholders and the Company shall bear
      the
      expenses of the underwriter pro rata in proportion to the respective amount
      of
      shares each is selling in such offering. 

     

    3.4  Information.
      The
      holders of Registrable Securities shall provide such information as may
      reasonably be requested by the Company, or the managing Underwriter, if any,
      in
      connection with the preparation of any Registration Statement, including
      amendments and supplements thereto, in order to effect the registration of
      any
      Registrable Securities under the Securities Act pursuant to Section 2 and
      in connection with the Company’s obligation to comply with federal and
      applicable state securities laws. 

     

    4.            
      INDEMNIFICATION
      AND CONTRIBUTION. 

     

    4.1   Indemnification
      by the Company.
      The
      Company agrees to indemnify and hold harmless each Investor and each other
      holder of Registrable Securities, and each of their respective officers,
      employees, affiliates, directors, partners, members, attorneys and agents,
      and
      each person, if any, who controls an Investor and each other holder of
      Registrable Securities (within the meaning of Section 15 of the Securities
      Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified
      Party”), from and against any expenses, losses, judgments, claims, damages or
      liabilities, whether joint or several, arising out of or based upon any untrue
      statement (or allegedly untrue statement) of a material fact contained in any
      Registration Statement under which the sale of such Registrable Securities
      was
      registered under the Securities Act, any preliminary prospectus, final
      prospectus or summary prospectus contained in the Registration Statement, or
      any
      amendment or supplement to such Registration Statement, or arising out of or
      based upon any omission (or alleged omission) to state a material fact required
      to be stated therein or necessary to make the statements therein not misleading,
      or any violation by the Company of the Securities Act or any rule or regulation
      promulgated thereunder applicable to the Company and relating to action or
      inaction required of the Company in connection with any such registration;
      and
      the Company shall promptly reimburse the Investor Indemnified Party for any
      legal and any other expenses reasonably incurred by such Investor Indemnified
      Party in connection with investigating and defending any such expense, loss,
      judgment, claim, damage, liability or action; provided, however, that the
      Company will not be liable in any such case to the extent that any such expense,
      loss, claim, damage or liability arises out of or is based upon any untrue
      statement or allegedly untrue statement or omission or alleged omission made
      in
      such Registration Statement, preliminary prospectus, final prospectus, or
      summary prospectus, or any such amendment or supplement, in reliance upon and
      in
      conformity with information furnished to the Company, in writing, by such
      selling holder expressly for use therein. The Company also shall indemnify
      any
      Underwriter of the Registrable Securities, their officers, affiliates,
      directors, partners, members and agents and each person who controls such
      Underwriter on substantially the same basis as that of the indemnification
      provided above in this Section 4.1. 


    
      
        
        

      

      
        10

        
          

        

      

       

    

     

    4.2  Indemnification
      by Holders of Registrable Securities.
      Each
      selling holder of Registrable Securities will, in the event that any
      registration is being effected under the Securities Act pursuant to this
      Agreement of any Registrable Securities held by such selling holder, indemnify
      and hold harmless the Company, each of its directors and officers and each
      underwriter (if any), and each other person, if any, who controls such selling
      holder or such underwriter within the meaning of the Securities Act, against
      any
      losses, claims, judgments, damages or liabilities, whether joint or several,
      insofar as such losses, claims, judgments, damages or liabilities (or actions
      in
      respect thereof) arise out of or are based upon any untrue statement or
      allegedly untrue statement of a material fact contained in any Registration
      Statement under which the sale of such Registrable Securities was registered
      under the Securities Act, any preliminary prospectus, final prospectus or
      summary prospectus contained in the Registration Statement, or any amendment
      or
      supplement to the Registration Statement, or arise out of or are based upon
      any
      omission or the alleged omission to state a material fact required to be stated
      therein or necessary to make the statement therein not misleading, if the
      statement or omission was made in reliance upon and in conformity with
      information furnished in writing to the Company by such selling holder expressly
      for use therein, and shall reimburse the Company, its directors and officers,
      and each such controlling person for any legal or other expenses reasonably
      incurred by any of them in connection with investigation or defending any such
      loss, claim, damage, liability or action. Each selling holder’s indemnification
      obligations hereunder shall be several and not joint and shall be limited to
      the
      amount of any net proceeds actually received by such selling holder.


     

    4.3  Conduct
      of Indemnification Proceedings.
      Promptly after receipt by any person of any notice of any loss, claim, damage
      or
      liability or any action in respect of which indemnity may be sought pursuant
      to
      Section 4.1 or 4.2, such person (the “Indemnified Party”) shall, if a claim
      in respect thereof is to be made against any other person for indemnification
      hereunder, notify such other person (the “Indemnifying Party”) in writing of the
      loss, claim, judgment, damage, liability or action; provided, however, that
      the
      failure by the Indemnified Party to notify the Indemnifying Party shall not
      relieve the Indemnifying Party from any liability which the Indemnifying Party
      may have to such Indemnified Party hereunder, except and solely to the extent
      the Indemnifying Party is actually prejudiced by such failure. If the
      Indemnified Party is seeking indemnification with respect to any claim or action
      brought against the Indemnified Party, then the Indemnifying Party shall be
      entitled to participate in such claim or action, and, to the extent that it
      wishes, jointly with all other Indemnifying Parties, to assume control of the
      defense thereof with counsel satisfactory to the Indemnified Party. After notice
      from the Indemnifying Party to the Indemnified Party of its election to assume
      control of the defense of such claim or action, the Indemnifying Party shall
      not
      be liable to the Indemnified Party for any legal or other expenses subsequently
      incurred by the Indemnified Party in connection with the defense thereof other
      than reasonable costs of investigation; provided, however, that in any action
      in
      which both the Indemnified Party and the Indemnifying Party are named as
      defendants, the Indemnified Party shall have the right to employ separate
      counsel (but no more than one such separate counsel) to represent the
      Indemnified Party and its controlling persons who may be subject to liability
      arising out of any claim in respect of which indemnity may be sought by the
      Indemnified Party against the Indemnifying Party, with the fees and expenses
      of
      such counsel to be paid by such Indemnifying Party if, based upon the written
      opinion of counsel of such Indemnified Party, representation of both parties
      by
      the same counsel would be inappropriate due to actual or potential differing
      interests between them. No Indemnifying Party shall, without the prior written
      consent of the Indemnified Party, consent to entry of judgment or effect any
      settlement of any claim or pending or threatened proceeding in respect of which
      the Indemnified Party is or could have been a party and indemnity could have
      been sought hereunder by such Indemnified Party, unless such judgment or
      settlement includes an unconditional release of such Indemnified Party from
      all
      liability arising out of such claim or proceeding. 


    
      
        
        

      

      
        11

        
          

        

      

       

    

     

    4.4  Contribution.
      

     

    4.4.1  If
      the
      indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is
      unavailable to any Indemnified Party in respect of any loss, claim, damage,
      liability or action referred to herein, then each such 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 loss, claim, damage,
      liability or action in such proportion as is appropriate to reflect the relative
      fault of the Indemnified Parties and the Indemnifying Parties in connection
      with
      the actions or omissions which resulted in such loss, claim, damage, liability
      or action, as well as any other relevant equitable considerations. The relative
      fault of any Indemnified Party and any Indemnifying Party shall be determined
      by
      reference to, among other things, whether the untrue or alleged untrue statement
      of a material fact or the omission or alleged omission to state a material
      fact
      relates to information supplied by such Indemnified Party or such Indemnifying
      Party and the parties’ relative intent, knowledge, access to information and
      opportunity to correct or prevent such statement or omission. 

     

    4.4.2  The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 4.4 were determined by pro rata allocation or by
      any other method of allocation which does not take account of the equitable
      considerations referred to in the immediately preceding Section 4.4.1. The
      amount paid or payable by an Indemnified Party as a result of any loss, claim,
      damage, liability or action referred to in the immediately preceding paragraph
      shall be deemed to include, subject to the limitations set forth above, any
      legal or other expenses incurred by such Indemnified Party in connection with
      investigating or defending any such action or claim. Notwithstanding the
      provisions of this Section 4.4, no holder of Registrable Securities shall
      be required to contribute any amount in excess of the dollar amount of the
      net
      proceeds (after payment of any underwriting fees, discounts, commissions or
      taxes) actually received by such holder from the sale of Registrable Securities
      which gave rise to such contribution obligation. 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. 


    
      
        
        

      

      
        12

        
          

        

      

       

    

     

    5.            
      UNDERWRITING
      AND DISTRIBUTION. 

     

    5.1   Rule
      144.
      The
      Company covenants that it shall file all reports required to be filed by it
      under the Securities Act and the Exchange Act and shall take such further action
      as the holders of Registrable Securities may reasonably request, all to the
      extent required from time to time to enable such holders to sell Registrable
      Securities without registration under the Securities Act within the limitation
      of the exemptions provided by Rule 144 under the Securities Act, as such Rules
      may be amended from time to time, or any similar Rule or regulation hereafter
      adopted by the Commission. 

     

    6.            
      MISCELLANEOUS.
      

     

    6.1   Other
      Registration Rights.
      The
      Company represents and warrants that no person, other than a holder of the
      Registrable Securities,  Newbridge
      Securities Corp. and I-Bankers Securities, Inc. or its designees has any right
      to require the Company to register any shares of the Company’s capital stock for
      sale or to include shares of the Company’s capital stock in any registration
      filed by the Company for the sale of shares of capital stock for its own account
      or for the account of any other person. 

     

    6.2  Assignment;
      No Third Party Beneficiaries.
      This
      Agreement and the rights, duties and obligations of the Company hereunder may
      not be assigned or delegated by the Company in whole or in part. This Agreement
      and the rights, duties and obligations of the holders of Registrable Securities
      hereunder may be freely assigned or delegated by such holder of Registrable
      Securities in conjunction with and to the extent of any transfer of Registrable
      Securities by any such holder. This Agreement and the provisions hereof shall
      be
      binding upon and shall inure to the benefit of each of the parties and their
      respective successors and the permitted assigns of the Investor or holder of
      Registrable Securities or of any assignee of the Investor or holder of
      Registrable Securities. This Agreement is not intended to confer any rights
      or
      benefits on any persons that are not party hereto other than as expressly set
      forth in Article 4 and this Section 6.2. 

     

    6.3  Notices.
      All
      notices, demands, requests, consents, approvals or other communications
      (collectively, “Notices”) required or permitted to be given hereunder or which
      are given with respect to this Agreement shall be in writing and shall be
      personally served, delivered by reputable air courier service with charges
      prepaid, or transmitted by hand delivery, telegram, telex or facsimile,
      addressed as set forth below, or to such other address as such party shall
      have
      specified most recently by written notice. Notice shall be deemed given on
      the
      date of service or transmission if personally served or transmitted by telegram,
      telex or facsimile; provided, that if such service or transmission is not on
      a
      business day or is after normal business hours, then such notice shall be deemed
      given on the next business day. Notice otherwise sent as provided herein shall
      be deemed given on the next business day following timely delivery of such
      notice to a reputable air courier service with an order for next-day delivery.
      


    
      
        
        

      

      
        13

        
          

        

      

       

    

     

    To
      the
      Company: 

     

    Middle
      Kingdom Alliance Corporation 

    333
      Sandy
      Springs Circle

    Suite
      223

    Atlanta,
      GA 30328

    Attn:
      David A. Rapaport, Esq.

    Tel:
      (404) 257-9150

    Fax:
      (404) 257-9125

     

    with
      a
      copy to: 

    


    Cozen
      O’Connor

    The
      Army
& Navy Club Building 

    1627
      I
      Street, NW, Suite 1100

    Washington,
      DC 20006

    Attn:
      Ralph V. De Martino 

    Tel:
      (202) 912-4800

    Fax:
      (866) 741-8182

     

    To
      an
      Investor, to: 

    


    High
      Capital Funding LLC

    333
      Sandy
      Springs Circle

    Ste
      230

    Atlanta,
      GA 30328

    


    David
      A.
      Rapaport

    333
      Sandy
      Springs Circle

    Ste
      230

    Atlanta,
      GA 30328

    


    Fred
      A.
      Brasch

    333
      Sandy
      Springs Circle

    Ste
      230

    Atlanta,
      GA 30328

    


    Bernard
      Jerome Tanenbaum III Family Trust

    333
      Sandy
      Springs Circle

    Ste
      223

    Atlanta,
      GA 30328


    
      
        
        

      

      
        14

        
          

        

      

       

    

    


    Gedeon
      International Limited


    
      c/o
        Stonehage SA 

      Puits
        Godet 12 

      P.O.
        Box
        126 

      2005
        Neuchatel 

      Switzerland

      Attention:
        Michael Marks

    

    


    Supreme
      Ocean Development Limited


    
      c/o
        ATC
        Trustees (BVI) Limited 

      2nd
        Floor,
        Abbott Building 

      P.O.
        Box
        933 

      Road
        Town 

      Tortola 

      British
        Virgin Islands

      Attention:
        Allan Shu Cheuk Lam

    

    


    MTP
      Holdings Ltd. 

    Room
      804,
      Hong Kong Plaza

    283
      Huaihai Zhong Road

    Shanghai
      200021, P.R. China

    


    Allan
      Shu
      Cheuk Lam

    82-9133
      Bayview Avenue

    Richmond
      Hill 

    Ontario
      L4B 4V6

    Canada

    


    Anthony
      Ng

    
      Cathay
        Forest Products Corp. 

      
        5650
          Yonge St., Ste 1500 

        Toronto,
          Ontario 

        Canada
          M2M 4G3

      

       

    

    6.4  Severability.
      This
      Agreement shall be deemed severable, and the invalidity or unenforceability
      of
      any term or provision hereof shall not affect the validity or enforceability
      of
      this Agreement or of any other term or provision hereof. Furthermore, in lieu
      of
      any such invalid or unenforceable term or provision, the parties hereto intend
      that there shall be added as a part of this Agreement a provision as similar
      in
      terms to such invalid or unenforceable provision as may be possible and be
      valid
      and enforceable. 

     

    6.5  Counterparts.
      This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original, and all of which taken together shall constitute one and
      the
      same instrument. 

     

    6.6  Entire
      Agreement.
      This
      Agreement (including all agreements entered into pursuant hereto and all
      certificates and instruments delivered pursuant hereto and thereto) constitute
      the entire agreement of the parties with respect to the subject matter hereof
      and supersede all prior and contemporaneous agreements, representations,
      understandings, negotiations and discussions between the parties, whether oral
      or written. 


    
      
        
        

      

      
        15

        
          

        

      

       

    

     

    6.7  Modifications
      and Amendments.
      No
      amendment, modification or termination of this Agreement shall be binding upon
      any party unless executed in writing by such party. 

     

    6.8  Titles
      and Headings.
      Titles
      and headings of sections of this Agreement are for convenience only and shall
      not affect the construction of any provision of this Agreement. 

     

    6.9  Waivers
      and Extensions.
      Any
      party to this Agreement may waive any right, breach or default which such party
      has the right to waive, provided that such waiver will not be effective against
      the waiving party unless it is in writing, is signed by such party, and
      specifically refers to this Agreement. Waivers may be made in advance or after
      the right waived has arisen or the breach or default waived has occurred. Any
      waiver may be conditional. No waiver of any breach of any agreement or provision
      herein contained shall be deemed a waiver of any preceding or succeeding breach
      thereof nor of any other agreement or provision herein contained. No waiver
      or
      extension of time for performance of any obligations or acts shall be deemed
      a
      waiver or extension of the time for performance of any other obligations or
      acts.

     

    6.10  Remedies.
      

     

    6.10.1   Specific
      Performance.
      Each of
      the parties acknowledges and agrees that the other parties would be damaged
      irreparably in the event any of the provisions of this Agreement are not
      performed in accordance with their specific terms or otherwise are breached.
      Accordingly, each of the parties agrees that the other parties shall be entitled
      to an injunction or injunctions (without the necessity of posting a bond or
      other security) to prevent breaches of the provisions of this Agreement and
      to
      enforce specifically this Agreement and the terms and provisions hereof in
      any
      action instituted in any court of the United States or any state or other
      foreign court or governmental body having jurisdiction over the parties and
      the
      matter, in addition to any other remedy to which they may be entitled, at law
      or
      in equity.

     

    6.10.2  Repurchase
      Obligation.
      In the
      event that the Company breaches its obligations under Section 2 or
      Section 3 of this Agreement, the Investors shall have the right to cause
      the Company to purchase the Registrable Securities that were the subject of
      such
      breach (the “Repurchase Right”), as follows:

     

    (a)  In
      the
      event an Investor wishes to exercise its Repurchase Right, the Investor shall
      notify the Company in writing of the alleged breach of Section 2 or
      Section 3 and the Registrable Securities that were the subject of such
      breach. 

     

    (b)  In
      the
      event that the Company does not remedy or cure such breach within thirty
      (30) days of the receipt of the written notice set out in
      Section 6.10.2(a) above, then the Company shall be irrevocably obligated to
      purchase from the Investor the Registrable Securities that were the subject
      of
      such breach. The closing of such repurchase shall take place within
      sixty (60) days of such notice. 

     

    (c)  The
      purchase price for the Registrable Securities to be repurchased pursuant to
      the
      exercise of this Repurchase Right shall be equal to the average of the closing
      prices for the applicable Registrable Securities for the last 20 trading days
      prior to the day that the closing of the repurchase of such Registrable
      Securities is to occur hereunder. 


    
      
        
        

      

      
        16

        
          

        

      

       

    

     

    (d)  If
      the
      Company is unable to purchase all Registrable Securities required to be
      purchased hereunder due to legal or contractual restrictions (as evidenced
      by
      the opinion letter of outside counsel to the Company acceptable to the Investors
      which shall attach the relevant law, regulation and/or contract), Registrable
      Securities shall be repurchased (on a pro rata basis from the holders of the
      Registrable Securities based upon the Common Stock equivalents) from time to
      time within thirty (30) days after such legal or contractual restriction is
      lifted, to the extent the Company is legally permitted to do so, and the
      obligations of the Company under this Section 6.10.2 will be a continuing
      obligation until the Company’s repurchase of all such Registrable Securities.


     

    (e)  On
      each
      date (including any subsequent purchase closing date if multiple purchases
      result from the application of Section 6.10.2(d)) that a purchase is to
      occur hereunder, the closing shall occur at the Company’s principal office. At
      the closing, to the extent applicable, the Investor shall deliver the
      Registrable Securities being sold, duly endorsed in blank, accompanied by such
      supporting documents as may be necessary to pass to the Company good title
      to
      the Registrable Securities, free and clear of all liens (other than restrictions
      under applicable securities laws). In consideration therefor, the Company shall
      deliver to the Investor immediately available funds equal to the aggregate
      purchase price as determined hereunder. If the Company fails to purchase the
      Registrable Securities on any closing date, it shall pay interest to each
      Investor for the period commencing on the date of such closing and ending on
      the
      date such purchase is made equal to the lesser of the US dollar prime rate
      by
      Citibank N.A. for such period (broken down to shorter periods if relevant)
      plus four percent (4%) or the maximum amount permitted under applicable
      law. 

     

    (f)  At
      any
      time prior to the sale of any Registrable Securities under this
      Section 6.10.2, the Investor may withdraw its notice, without impairing its
      right to exercise its rights pursuant to this Section 6.10.2 at a later
      date. 

     

    6.11  Remedies
      Cumulative.
      In the
      event that the Company fails to observe or perform any covenant or agreement
      to
      be observed or performed under this Agreement, the Investor or any other holder
      of Registrable Securities may proceed to protect and enforce its rights by
      suit
      in equity or action at law, whether for specific performance of any term
      contained in this Agreement or for an injunction against the breach of any
      such
      term or in aid of the exercise of any power granted in this Agreement or to
      enforce any other legal or equitable right, or to take any one or more of such
      actions, without being required to post a bond. None of the rights, powers
      or
      remedies conferred under this Agreement shall be mutually exclusive, and each
      such right, power or remedy shall be cumulative and in addition to any other
      right, power or remedy, whether conferred by this Agreement or now or hereafter
      available at law, in equity, by statute or otherwise. 

     

    6.12  Governing
      Law.
      This
      Agreement shall be governed by, interpreted under, and construed in accordance
      with the internal laws of the State of Delaware applicable to agreements made
      and to be performed within the State of Delaware, without giving effect to
      any
      choice-of-law provisions thereof that would compel the application of the
      substantive laws of any other jurisdiction. 


    
      
        
        

      

      
        17

        
          

        

      

       

    

     

    6.13  Waiver
      of Trial by Jury.
      Each
      party hereby irrevocably and unconditionally waives the right to a trial by
      jury
      in any action, suit, counterclaim or other proceeding (whether based on
      contract, tort or otherwise) arising out of, connected with or relating to
      this
      Agreement, the transactions contemplated hereby, or the actions of the Investor
      in the negotiation, administration, performance or enforcement hereof.


     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]


    
      
        
        

      

      
        18

        
          

        

      

       

    

     

    IN
      WITNESS WHEREOF, the parties have caused this Registration Rights Agreement
      to
      be executed and delivered by their duly authorized representatives as of the
      date first written above. 

     

    
      
        	
                 

              	 	
                MIDDLE
                  KINGDOM ALLIANCE CORP.

              
	
                 By: 

              	 	 
	 	
                
Bernard
                J. Tanenbaum III, CEO



      

       

      
        	 	 	
                 INVESTORS 

                 

              
	 	 	 
	 	
                
                  

                

                High Capital Funding LLC 

                By: 

              


      

    

     

    
      
        	 	 	 
	 	
                
                  
David
                  A. Rapaport

              


      

       

      
        
          	 	 	 
	 	
                  
                    
Fred
                    A. Brasch

                


        

         

        
          
            	 	 	 
	 	
                    
                      

                    

                    Bernard
                      Jerome Tanenbaum III Family Trust

                    By:
                      Bernard J. Tanenbaum
                      III

                  


          

           

          
            
              	 	 	 
	 	
                      
                        

                      

                      Gedeon
                        International Limited

                      By:
                        Michael Marks

                    


            

             

            
              
                	 	 	 
	 	
                        
                          

                        

                        Supreme
                          Ocean Development Limited

                        By:
                          Allan Shu Cheuk
                          Lam

                      


              

            

          

        

      

    

     

    
      
        
          	 	 	 
	 	
                  
                    

                  

                  MTP
                    Holdings Ltd.

                  By:
                    

                


        

      

       

      
        
          	 	 	 
	 	
                  
                    

                  

                  Allan
                    Shu Cheuk
                    Lam

                


        

      

    

    
       

      
        	 	 	 
	 	
                
                  

                

                Anthony
                  Ng

              


      

    


    
      
        
        

      

      
        19