Exhibit
      4.9

    


    REGISTRATION
      RIGHTS AGREEMENT

    


    REGISTRATION
      RIGHTS AGREEMENT (this "Agreement"), dated as of July 14, 2006, by and between
      OMNI U.S.A., INC., a Nevada corporation (the "Company"), and the Potawatomi
      Business Development Corp., (the “Buyer”). 

    


    WHEREAS:

    


    A.
      In
      connection with the Securities Purchase Agreement by and among the parties
      hereto of even date herewith (the "Securities Purchase Agreement"), the Company
      has agreed, upon the terms and subject to the conditions contained therein,
      to
      issue and sell to the Buyer (i) convertible debentures (the "Debentures") that
      are convertible into shares of the Company's common stock, par value $0.004995
      per share (the "Common Stock"), upon the terms and subject to the limitations
      and conditions set forth in such Debentures and (ii) warrants (the "Warrants")
      to purchase 2,000,000 shares of Common Stock, upon the terms and conditions
      and
      subject to the limitations and conditions set forth in the Warrants dated July
      14, 2006; and

    


    B.
      To
      induce the Buyer to execute and deliver the Securities Purchase Agreement,
      the
      Company has agreed to provide certain registration rights under the Securities
      Act of 1933, as amended, and the rules and regulations thereunder, or any
      similar successor statute (collectively, the "1933 Act"), and applicable state
      securities laws;

    


    NOW,
      THEREFORE, In consideration of the premises and the mutual covenants contained
      herein and other good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the Company and the Buyer hereby agree as
      follows:

    


    1.
      DEFINITIONS.

    


    a.
      As
      used in this Agreement, the following terms shall have the following
      meanings:

    


    (i)
      "BUYER" means Carol Leese, Chief Executive Officer Potawatomi Business
      Development Corp., and any transferee or assignee who agrees to become bound
      by
      the provisions of this Agreement in accordance with Section 9
      hereof.

    


    (ii)
      "REGISTER," "REGISTERED," and "REGISTRATION" refer to a registration effected
      by
      preparing and filing a Registration Statement or Statements in compliance with
      the 1933 Act and pursuant to Rule 415 under the 1933 Act or any successor rule
      providing for offering securities on a continuous basis ("RULE 415"), and the
      declaration or ordering of effectiveness of such Registration Statement by
      the
      United States Securities and Exchange Commission (the "SEC").

    


     

    (iii)
      "REGISTRABLE SECURITIES" means (a) the shares of Common Stock (the "Conversion
      Shares") issued or issuable upon conversion of or otherwise pursuant to the
      Debentures (including, without limitation, any shares issued or issuable
      pursuant to Sections 1.3 and 1.4 of the Debentures and Section 2 herein) (b)
      any
      shares of Common Stock (the "Warrant Shares") issued or issuable upon exercise
      of or otherwise pursuant to the Warrants and (c) any shares of capital stock
      issued or issuable as a dividend on or in exchange for or otherwise with respect
      to any of the foregoing.

    


    (iv)
      "REGISTRATION STATEMENT(S)" means a registration statement(s) of the Company
      under the 1933 Act.

    


    
      
         

      

      
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    b.
      Capitalized terms used herein and not otherwise defined herein shall have the
      respective meanings set forth in the Securities Purchase Agreement.

    


    2.
      REGISTRATION.

    


    A.
      MANDATORY REGISTRATION. The Company shall prepare, and, on or prior to January
      1, 2007 (the "FILING DATE") file with the SEC a Registration Statement on Form
      SB-2 (or, if Form SB-2 is not then available, on such form of Registration
      Statement as is then available to effect a registration of the Registrable
      Securities, subject to the consent of the Buyer, which consent will not be
      unreasonably withheld) covering the resale of the Registrable Securities, which
      Registration Statement, to the extent allowable under the 1933 Act and the
      rules
      and regulations promulgated thereunder (including Rule 416), shall state that
      such Registration Statement also covers such indeterminate number of additional
      shares of Common Stock as may become issuable upon conversion of or otherwise
      pursuant to the Debentures and exercise of or otherwise pursuant to the Warrants
      to prevent dilution resulting from stock splits, stock dividends or similar
      transactions. The number of shares of Common Stock initially included in such
      Registration Statement shall be no less than the aggregate number of Conversion
      Shares that are then issuable upon conversion of or otherwise pursuant to the
      Debentures (based on the Conversion Price (as defined in the Debentures) then
      in
      effect) and the aggregate number of Warrant Shares that are then issuable upon
      exercise of or otherwise pursuant to the Warrants, without regard to any
      limitation on the Buyer's ability to convert the Debentures or exercise the
      Warrants. The Company acknowledges that the number of shares initially included
      in the Registration Statement represents a good faith estimate of the maximum
      number of shares issuable upon conversion of or otherwise pursuant to the
      Debentures and exercise of or otherwise pursuant to the Warrants. The
      Registration Statement (and each amendment or supplement thereto, and each
      request for acceleration of effectiveness thereof) shall be provided to (and
      subject to the approval of) the Buyer and its counsel prior to its filing or
      other submission.

    


    B.
      [INTENTIONALLY OMITTED].

    


    C.
      PAYMENTS BY THE COMPANY. The Company shall use its best efforts to obtain
      effectiveness of the Registration Statement as soon as practicable, but in
      any
      event not later than March 1, 2007 (the "REGISTRATION DEADLINE"). If (i) the
      Registration Statement covering the Registrable Securities required to be filed
      by the Company pursuant to Section 2(a) hereof is not declared effective by
      the
      SEC by the Registration Deadline, or (ii) after the Registration Statement
      has
      been declared effective by the SEC, sales of all of the Registrable Securities
      cannot be made pursuant to the Registration Statement, or (iii) the Common
      Stock
      is not listed or included for quotation on the Over the Counter Electronic
      Bulletin Board (the "OTC-BB"), the Nasdaq National Market ("NNM"), the Nasdaq
      Small Cap Market ("NASDAQ SMALL CAP"), the New York Stock Exchange (the "NYSE")
      or the American Stock Exchange (the "AMEX"), then the Company will make payments
      to the Buyer in such amounts and at such times as shall be determined pursuant
      to this Section 2(c) as partial relief for the damages to the Buyer by reason
      of
      any such delay in or reduction of its ability to sell the Registrable Securities
      (which remedy shall not be exclusive of any other remedies available at law
      or
      in equity). The Company shall pay to each holder of the Debentures or
      Registrable Securities an amount equal to the then outstanding principal amount
      of the Debentures (and, in the case of holders of Registrable Securities, the
      principal amount of Debentures from which such Registrable Securities were
      converted or the aggregate exercise price paid for such Registrable Securities
      upon exercise of the Warrants) ("OUTSTANDING PRINCIPAL AMOUNT") multiplied
      by
      the Applicable Percentage (as defined below) times the number of months
      (prorated for partial months) after the Registration Deadline and prior to
      the
      date the Registration Statement is declared effective by the SEC;

    


    The
      term
      "APPLICABLE PERCENTAGE" means 2.0 hundredths (.02). (For example, if the
      Registration Statement becomes effective one (1) month after the Registration
      Deadline, the Company would pay $20,000 for each $1,000,000 of Outstanding
      Principal Amount. If thereafter, sales of all of the Registrable Securities
      could not be made pursuant to the Registration Statement for an additional
      period of one (1) month, the Company would pay an additional $20,000 for each
      $1,000,000 Outstanding Principal Amount. Such amounts shall be paid in cash
      within five (5) days after the end of each period that gives rise to such
      obligation, PROVIDED that, if any such period extends for more than thirty
      (30)
      days, interim payments shall be made for each such thirty (30) day
      period,

    


    
      
         

      

      
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    PROVIDED,
      FURTHER, that, if such amounts are not paid within the period specified, at
      the
      Buyer's option, such amounts may be added to the Conversion Amount (as defined
      in the Debentures) of the Debentures and thereafter be convertible into Common
      Stock at the "CONVERSION PRICE" (as defined in the Debentures) in accordance
      with the terms of the Debentures. Any shares of Common Stock issued upon
      conversion of such amounts shall be Registrable Securities. Nothing herein
      shall
      limit the Buyer's right to pursue damages for the failure to timely obtain
      effectiveness of the Registration Statement by the Registration Deadline or
      to
      thereafter maintain the effectiveness of the Registration Statement as required
      pursuant to this Agreement or to maintain the listing of the Common
      Stock;

    


    D.
      PIGGY-BACK REGISTRATIONS. If at any time prior to the expiration of the
      Registration Period (as hereinafter defined) the Company shall determine to
      file
      with the SEC a Registration Statement relating to an offering for its own
      account or the account of others under the 1933 Act of any of its equity
      securities (other than on Form S-4 or Form S-8 or their then equivalents
      relating to equity securities to be issued solely in connection with any
      acquisition of any entity or business or equity securities issuable in
      connection with stock option or other employee benefit plans), the Company
      shall
      send to Buyer written notice of such determination and, if within fifteen (15)
      days after the effective date of such notice, the Buyer shall so request in
      writing, the Company shall include in such Registration Statement all or any
      part of the Registrable Securities the Buyer requests to be registered, except
      that if, in connection with any underwritten public offering for the account
      of
      the Company, the managing underwriter(s) thereof shall impose a limitation
      on
      the number of shares of Common Stock which may be included in the Registration
      Statement because, in such underwriter(s)' judgment, marketing or other factors
      dictate such limitation is necessary to facilitate public distribution, then
      the
      Company shall be obligated to include in such Registration Statement only such
      limited portion of the Registrable Securities with respect to which the Buyer
      has requested inclusion hereunder as the underwriter shall permit;

    


    PROVIDED,
      HOWEVER, that the Company shall not exclude any Registrable Securities unless
      the Company has first excluded all outstanding securities, the holders of which
      are not entitled by contract to inclusion of such securities in such
      Registration Statement or are not entitled to pro rata inclusion with the
      Registrable Securities; and

    


    PROVIDED,
      FURTHER, HOWEVER, that, after giving effect to the immediately preceding
      proviso, any exclusion of Registrable Securities shall be made pro rata with
      holders of other securities having the contractual right to include such
      securities in the Registration Statement other than holders of securities
      entitled to inclusion of their securities in such Registration Statement by
      reason of demand registration rights. No right to registration of Registrable
      Securities under this Section 2(d) shall be construed to limit any registration
      required under Section 2(a) hereof. If an offering in connection with which
      the
      Buyer is entitled to registration under this Section 2(d) is an underwritten
      offering, then the Buyer shall, unless otherwise agreed by the Company, offer
      and sell such Registrable Securities in an underwritten offering using the
      same
      underwriter or underwriters and, subject to the provisions of this Agreement,
      on
      the same terms and conditions as other shares of Common Stock included in such
      underwritten offering. Notwithstanding anything to the contrary set forth
      herein, the registration rights of the Buyer pursuant to this Section 2(d)
      shall
      only be available in the event the Company fails to timely file, obtain
      effectiveness or maintain effectiveness of any Registration Statement to be
      filed pursuant to Section 2(a) in accordance with the terms of this
      Agreement.

    


    E.
      ELIGIBILITY FOR FORM SB-2. The Company represents and warrants that it meets
      the
      registrant eligibility and transaction requirements for the use of Form SB-2
      for
      registration of the sale by the Buyer of the Registrable Securities and the
      Company shall file all reports required to be filed by the Company with the
      SEC
      in a timely manner so as to maintain such eligibility for the use of Form
      SB-2.

    


    
      
         

      

      
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    3.
      OBLIGATIONS OF THE COMPANY. In connection with the registration of the
      Registrable Securities, the Company shall have the following
      obligations:

    


    a.
      The
      Company shall prepare promptly, and file with the SEC as soon as practicable
      after the date of the Closing under the Securities Purchase Agreement (the
      "CLOSING DATE") (but no later than the Filing Date), a Registration Statement
      with respect to the number of Registrable Securities provided in Section 2(a),
      and thereafter use its best efforts to cause such Registration Statement
      relating to Registrable Securities to become effective as soon as possible
      after
      such filing (but in no event later than the Registration Deadline), and keep
      the
      Registration Statement effective pursuant to Rule 415 at all times until such
      date as is the earlier of (i) the date on which all of the Registrable
      Securities have been sold and (ii) the date on which the Registrable Securities
      (in the opinion of counsel to the Buyer) may be immediately sold to the public
      without registration or restriction (including without limitation as to volume
      by each holder thereof) under the 1933 Act (the "REGISTRATION PERIOD"), which
      Registration Statement (including any amendments or supplements thereto and
      prospectuses contained therein) shall not contain any 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 not misleading.

    


    b.
      The
      Company shall prepare and file with the SEC such amendments (including
      post-effective amendments) and supplements to the Registration Statements and
      the prospectus used in connection with the Registration Statements as may be
      necessary to keep the Registration Statements effective at all times during
      the
      Registration Period, and, during such period, comply with the provisions of
      the
      1933 Act with respect to the disposition of all Registrable Securities of the
      Company covered by the Registration Statements until such time as all of such
      Registrable Securities have been disposed of in accordance with the intended
      methods of disposition by the seller or sellers thereof as set forth in the
      Registration Statements. In the event that on any Trading Day (as defined in
      the
      Debentures) (the "REGISTRATION TRIGGER DATE") the number of shares available
      under a Registration Statement filed pursuant to this Agreement is insufficient
      to cover all of the Registrable Securities issued or issuable upon conversion
      of
      or otherwise pursuant to the Debentures (based on the Conversion Price (as
      defined in the Debentures) then in effect) and exercise of or otherwise pursuant
      to the Warrants, in each case without giving effect to any limitations on the
      Buyer's ability to convert the Debentures or exercise the Warrants, the Company
      shall amend the Registration Statement, or file a new Registration Statement
      (on
      the short form available therefore, if applicable), or both, so as to cover
      one
      hundred percent (100%) of all of the Registrable Securities so issued or
      issuable (without giving effect to any limitations on conversion contained
      in
      the Debentures or exercise contained in the Warrants) as of the Registration
      Trigger Date, in each case, as soon as practicable, but in any event within
      twenty (20) business days after the necessity therefore arises (based on the
      market price of the Common Stock and other relevant factors on which the Company
      reasonably elects to rely), provided, however that the Company shall have a
      sufficient number of authorized and unissued shares. In the event the Company
      does not have a sufficient number of authorized and unissued shares, the Company
      shall use its best efforts to obtain all necessary shareholder approvals and
      to
      make all necessary filings to increase its authorized shares as promptly as
      practicable and, within twenty (20) business days after the necessary increase
      in its authorized shares shall become effective, amend the Registration
      Statement or file a new Registration Statement as set forth above. The Company
      shall use its best efforts to cause such amendment and/or new Registration
      Statement to become effective as soon as practicable following the filing
      thereof, but in any event within sixty (60) days of the Registration Trigger
      Date or as promptly as practicable in the event the Company is required to
      increase its authorized shares. The provisions of Section 2(c) above shall
      be
      applicable with respect to the Company's obligations under this Section
      3(b).

    


    c.
      The
      Company shall furnish to the Buyer and its legal counsel (i) promptly after
      the
      same is prepared and publicly distributed, filed with the SEC, or received
      by
      the Company, one copy of each Registration Statement and any amendment thereto,
      each preliminary prospectus and prospectus and each amendment or supplement
      thereto, and, in the case of the Registration Statement referred to in Section
      2(a), each letter written by or on behalf of the Company to the SEC or the
      staff
      of the SEC, and each item of correspondence from the SEC or the staff of the
      SEC, in each case relating to such Registration Statement (other than any
      portion of any thereof which contains information for which the Company has
      sought confidential treatment), and (ii) such number of copies of a prospectus,
      including a preliminary prospectus, and all amendments and supplements thereto
      and such other documents as the Buyer may reasonably request in order to
      facilitate the disposition of the Registrable Securities owned by the Buyer.
      The
      Company will immediately notify the Buyer by facsimile of the effectiveness
      of
      each Registration Statement or any post-effective amendment. The Company will
      promptly respond to any and all comments received from the SEC, with a view
      towards causing each Registration Statement or any amendment thereto to be
      declared effective by the SEC as soon as practicable and shall file an
      acceleration request as soon as practicable, but no later than three (3)
      business days (the "ACCELERATION REQUEST DEADLINE"), following the resolution
      or
      clearance of all SEC comments or, if applicable, following notification by
      the
      SEC that any such Registration Statement or any amendment thereto will not
      be
      subject to review.

    


    
      
         

      

      
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    d.
      The
      Company shall use reasonable efforts to (i) register and qualify the Registrable
      Securities covered by the Registration Statements under such other securities
      or
      "blue sky" laws of such jurisdictions in the United States as the Buyer, (ii)
      prepare and file in those jurisdictions such amendments (including
      post-effective amendments) and supplements to such registrations and
      qualifications as may be necessary to maintain the effectiveness thereof during
      the Registration Period, (iii) take such other actions as may be necessary
      to
      maintain such registrations and qualifications in effect at all times during
      the
      Registration Period, and (iv) take all other actions reasonably necessary or
      advisable to qualify the Registrable Securities for sale in such
      jurisdictions;

    


    e.
      [INTENTIONALLY OMITTED]

    


    f.
      As
      promptly as practicable after becoming aware of such event, the Company shall
      notify the Buyer of the happening of any event, of which the Company has
      knowledge, as a result of which the prospectus included in any Registration
      Statement, as then in effect, includes an untrue statement of a material fact
      or
      omits to state a material fact required to be stated therein or necessary to
      make the statements therein not misleading, and use its best efforts promptly
      to
      prepare a supplement or amendment to any Registration Statement to correct
      such
      untrue statement or omission, and deliver such number of copies of such
      supplement or amendment to the Buyer as the Buyer may reasonably request;
      provided that, for not more than twenty (20) consecutive days (or a total of
      not
      more than sixty (60) days in any twelve (12) month period), the Company may
      delay the disclosure of material non-public information concerning the Company
      (as well as prospectus or Registration Statement updating) the disclosure of
      which at the time is not, in the good faith opinion of the Company, in the
      best
      interests of the Company (an "ALLOWED DELAY"); provided, further, that the
      Company shall promptly (i) notify the Buyer in writing of the existence of
      (but
      in no event, without the prior written consent of the Buyer, shall the Company
      disclose to the Buyer any of the facts or circumstances regarding) material
      non-public information giving rise to an Allowed Delay and (ii) advise the
      Buyer
      in writing to cease all sales under such Registration Statement until the end
      of
      the Allowed Delay, provided the above actions are consistent with the
      requirements of the 1933 Act and/or 1934 Act or other applicable law. Upon
      expiration of the Allowed Delay, the Company shall again be bound by the first
      sentence of this Section 3(f) with respect to the information giving rise
      thereto.

    


    g.
      The
      Company shall use its best efforts to prevent the issuance of any stop order
      or
      other suspension of effectiveness of any Registration Statement, and, if such
      an
      order is issued, to obtain the withdrawal of such order at the earliest possible
      moment and to notify the Buyer who holds Registrable Securities being sold
      (or,
      in the event of an underwritten offering, the managing underwriters) of the
      issuance of such order and the resolution thereof.

    


    h.
      The
      Company shall permit a single firm of counsel designated by the Buyer to review
      such Registration Statement and all amendments and supplements thereto (as
      well
      as all requests for acceleration or effectiveness thereof) a reasonable period
      of time prior to their filing with the SEC (not less than three (3) business
      days but not more then five (5) business days) and not file any document in
      a
      form to which such counsel reasonably objects and will not request acceleration
      of such Registration Statement without prior notice to such
      counsel.

    


    
      
         

      

      
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    i.
      The
      Company shall make generally available to its security holders as soon as
      practicable, but not later than ninety (90) days after the close of the period
      covered thereby, an earnings statement (in form complying with the provisions
      of
      Rule 158 under the 1933 Act) covering a twelve-month period beginning not later
      than the first day of the Company's fiscal quarter next following the effective
      date of the Registration Statement.

    


    j.
      At the
      request of the Buyer participating in an underwritten offering pursuant to
      Section 2(d), the Company shall furnish, on the date that Registrable Securities
      are delivered to an underwriter for sale in connection with any Registration
      Statement pursuant to Section 2(d), (i) an opinion, dated as of such date,
      from
      counsel representing the Company for purposes of such Registration Statement,
      in
      form, scope and substance as is customarily given in an underwritten public
      offering, addressed to the underwriters, if any, and the Buyer and (ii) a
      letter, dated such date, from the Company's independent certified public
      accountants in form and substance as is customarily given by independent
      certified public accountants to underwriters in an underwritten public offering,
      addressed to the underwriters, if any, and the Buyer.

    


    k.
      The
      Company shall make available for inspection by (i) the Buyer, and (ii) one
      firm
      of attorneys and one firm of accountants or other agents retained by the Buyer
      (collectively, the "INSPECTORS") all pertinent financial and other records,
      and
      pertinent corporate documents and properties of the Company (collectively,
      the
      "RECORDS"), as shall be reasonably deemed necessary by each Inspector to enable
      each Inspector to exercise its due diligence responsibility, and cause the
      Company's officers, directors and employees to supply all information which
      any
      Inspector may reasonably request for purposes of such due
      diligence;

    


    PROVIDED,
      HOWEVER, that each Inspector shall hold in confidence and shall not make any
      disclosure (except to the Buyer) of any Record or other information which the
      Company determines in good faith to be confidential, and of which determination
      the Inspectors are so notified, unless (a) the disclosure of such Records is
      necessary to avoid or correct a misstatement or omission in any Registration
      Statement, (b) the release of such Records is ordered pursuant to a subpoena
      or
      other order from a court or government body of competent jurisdiction, or (c)
      the information in such Records has been made generally available to the public
      other than by disclosure in violation of this or any other agreement. The
      Company shall not be required to disclose any confidential information in such
      Records to any Inspector until and unless such Inspector shall have entered
      into
      confidentiality agreements (in form and substance satisfactory to the Company)
      with the Company with respect thereto, substantially in the form of this Section
      3(k). The Buyer agrees that it shall, upon learning that disclosure of such
      Records is sought in or by a court or governmental body of competent
      jurisdiction or through other means, give prompt notice to the Company and
      allow
      the Company, at its expense, to undertake appropriate action to prevent
      disclosure of, or to obtain a protective order for, the Records deemed
      confidential. Nothing herein (or in any other confidentiality agreement between
      the Company and the Buyer) shall be deemed to limit the Buyer's ability to
      sell
      Registrable Securities in a manner which is otherwise consistent with applicable
      laws and regulations.

    


    l.
      The
      Company shall hold in confidence and not make any disclosure of information
      concerning the Buyer provided to the Company unless (i) disclosure of such
      information is necessary to comply with federal or state securities laws, (ii)
      the disclosure of such information is necessary to avoid or correct a
      misstatement or omission in any Registration Statement, (iii) the release of
      such information is ordered pursuant to a subpoena or other order from a court
      or governmental body of competent jurisdiction, or (iv) such information has
      been made generally available to the public other than by disclosure in
      violation of this or any other agreement. The Company agrees that it shall,
      upon
      learning that disclosure of such information concerning the Buyer is sought
      in
      or by a court or governmental body of competent jurisdiction or through other
      means, give prompt notice to the Buyer prior to making such disclosure, and
      allow the Buyer, at its expense, to undertake appropriate action to prevent
      disclosure of, or to obtain a protective order for, such
      information.

    


    m.
      The
      Company shall use its best efforts to (i) cause all the Registrable Securities
      covered by the Registration Statement to be listed on each national securities
      exchange on which securities of the same class or series issued by the Company
      are then listed, if any, if the listing of such Registrable Securities is then
      permitted under the rules of such exchange, or (ii) to the extent the securities
      of the same class or series are not then listed on a national securities
      exchange, secure the designation and quotation, of all the Registrable
      Securities covered by the Registration Statement on the NNM or, if not eligible
      for the NNM on the Nasdaq Small Cap or, if not eligible for the Nasdaq Small
      Cap, on the Over the Counter electronic bulletin board and, without limiting
      the
      generality of the foregoing, to arrange for at least two market makers to
      register with the National Association of Securities Dealers, Inc. ("NASD")
      as
      such with respect to such Registrable Securities.

    


    
      
         

      

      
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    n.
      The
      Company shall provide a transfer agent and registrar, which may be a single
      entity, for the Registrable Securities not later than the effective date of
      the
      Registration Statement.

    


    o.
      The
      Company shall cooperate with the Buyer who holds Registrable Securities being
      offered and the managing underwriter or underwriters, if any, to facilitate
      the
      timely preparation and delivery of certificates (not bearing any restrictive
      legends) representing Registrable Securities to be offered pursuant to such
      Registration Statement and enable such certificates to be in such denominations
      or amounts, as the case may be, as the managing underwriter or underwriters,
      if
      any, or the Buyer may reasonably request and registered in such names as the
      managing underwriter or underwriters, if any, or the Buyer may request, and,
      within three (3) business days after a Registration Statement which includes
      Registrable Securities is ordered effective by the SEC, the Company shall
      deliver, and shall cause legal counsel selected by the Company to deliver,
      to
      the transfer agent for the Registrable Securities (with copies to the Buyer)
      an
      appropriate instruction and an opinion of such counsel in the form required
      by
      the transfer agent in order to issue the Registrable Securities free of
      restrictive legends.

    


    p.
      At the
      request of the holders of a majority-in-interest of the Registrable Securities,
      the Company shall prepare and file with the SEC such amendments (including
      post-effective amendments) and supplements to a Registration Statement and
      any
      prospectus used in connection with the Registration Statement as may be
      necessary in order to change the plan of distribution set forth in such
      Registration Statement.

    


    q.
      The
      Company shall not, and shall not agree to, allow the holders of any securities
      of the Company to include any of their securities in any Registration Statement
      under Section 2(a) hereof or any amendment or supplement thereto under Section
      3(b) hereof without the consent of the holders of a majority-in-interest of
      the
      Registrable Securities. In addition, the Company shall not offer any securities
      for its own account or the account of others in any Registration Statement
      under
      Section 2(a) hereof or any amendment or supplement thereto under Section 3(b)
      hereof without the consent of the holders of a majority-in-interest of the
      Registrable Securities.

    


    r.
      The
      Company shall take all other reasonable actions necessary to expedite and
      facilitate disposition by the Buyer of Registrable Securities pursuant to a
      Registration Statement.

    


    s.
      The
      Company shall comply with all applicable laws related to a Registration
      Statement and offering and sale of securities and all applicable rules and
      regulations of governmental authorities in connection therewith (including
      without limitation the 1933 Act and the 1934 Act and the rules and regulations
      promulgated by the SEC).

    


    4.
      OBLIGATIONS OF THE BUYER. In connection with the registration of the Registrable
      Securities, the Buyer shall have the following obligations:

    


    a.
      It
      shall be a condition precedent to the obligations of the Company to complete
      the
      registration pursuant to this Agreement with respect to the Registrable
      Securities of the Buyer that the Buyer shall furnish to the Company such
      information regarding itself, the Registrable Securities held by it and the
      intended method of disposition of the Registrable Securities held by it as
      shall
      be reasonably required to effect the registration of such Registrable Securities
      and shall execute such documents in connection with such registration as the
      Company may reasonably request. At least three (3) business days prior to the
      first anticipated filing date of the Registration Statement, the Company shall
      notify the Buyer of the information the Company requires from each the
      Buyer.

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    b.
      The
      Buyer, by the Buyer's acceptance of the Registrable Securities, agrees to
      cooperate with the Company as reasonably requested by the Company in connection
      with the preparation and filing of the Registration Statements hereunder, unless
      the Buyer has notified the Company in writing of the Buyer's election to exclude
      all of the Buyer's Registrable Securities from the Registration
      Statements.

    


    c.
      In the
      event of an underwritten offering pursuant to Section 2(d) in which any
      Registrable Securities are to be included, the Buyer agrees to enter into and
      perform the Buyer's obligations under an underwriting agreement, in usual and
      customary form, including, without limitation, customary indemnification and
      contribution obligations, with the managing underwriter of such offering and
      take such other actions as are reasonably required in order to expedite or
      facilitate the disposition of the Registrable Securities, unless the Buyer
      has
      notified the Company in writing of the Buyer's election to exclude all of the
      Buyer's Registrable Securities from such Registration Statement.

    


    d.
      The
      Buyer agrees that, upon receipt of any notice from the Company of the happening
      of any event of the kind described in Section 3(f) or 3(g), the Buyer will
      immediately discontinue disposition of Registrable Securities pursuant to the
      Registration Statement covering such Registrable Securities until the Buyer's
      receipt of the copies of the supplemented or amended prospectus contemplated
      by
      Section 3(f) or 3(g) and, if so directed by the Company, the Buyer shall deliver
      to the Company (at the expense of the Company) or destroy (and deliver to the
      Company a certificate of destruction) all copies in the Buyer's possession,
      of
      the prospectus covering such Registrable Securities current at the time of
      receipt of such notice.

    


    e.
      No
      Buyer may participate in any underwritten registration hereunder unless the
      Buyer (i) agrees to sell the Buyer's Registrable Securities on the basis
      provided in any underwriting arrangements in usual and customary form entered
      into by the Company, (ii) completes and executes all questionnaires, powers
      of
      attorney, indemnities, underwriting agreements and other documents reasonably
      required under the terms of such underwriting arrangements, and (iii) agrees
      to
      pay its pro rata share of all underwriting discounts and commissions and any
      expenses in excess of those payable by the Company pursuant to Section 5
      below.

    


    5.
      EXPENSES OF REGISTRATION. All reasonable expenses, other than underwriting
      discounts and commissions, incurred in connection with registrations, filings
      or
      qualifications pursuant to Sections 2 and 3, including, without limitation,
      all
      registration, listing and qualification fees, printers and accounting fees,
      the
      fees and disbursements of counsel for the Company, and the reasonable fees
      and
      disbursements of one counsel selected by the Buyer pursuant to Sections 2(b)
      and
      3(h) hereof shall be borne by the Company.

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    6.
      INDEMNIFICATION. In the event any Registrable Securities are included in a
      Registration Statement under this Agreement:

    


    a.
      To the
      extent permitted by law, the Company will indemnify, hold harmless and defend
      (i) the Buyer, (ii) the directors, officers, partners, managers, members,
      employees, agents and each person who controls any Buyer within the meaning
      of
      the 1933 Act or the Securities Exchange Act of 1934, as amended (the "1934
      ACT"), if any, (iii) any underwriter (as defined in the 1933 Act) for the Buyer
      in connection with an underwritten offering pursuant to Section 2(d) hereof,
      and
      (iv) the directors, officers, partners, employees and each person who controls
      any such underwriter within the meaning of the 1933 Act or the 1934 Act, if
      any
      (each, an "INDEMNIFIED PERSON"), against any joint or several losses, claims,
      damages, liabilities or expenses (collectively, together with actions,
      proceedings or inquiries by any regulatory or self-regulatory organization,
      whether commenced or threatened, in respect thereof, "CLAIMS") to which any
      of
      the may become subject insofar as such Claims arise out of or are based upon:
      (i) any untrue statement or alleged untrue statement of a material fact in
      a
      Registration Statement or the omission or alleged omission to state therein
      a
      material fact required to be stated or necessary to make the statements therein
      not misleading; (ii) any untrue statement or alleged untrue statement of a
      material fact contained in any preliminary prospectus if used prior to the
      effective date of such Registration Statement, or contained in the final
      prospectus (as amended or supplemented, if the Company files any amendment
      thereof or supplement thereto with the SEC) or the omission or alleged omission
      to state therein any material fact necessary to make the statements made
      therein, in light of the circumstances under which the statements therein were
      made, not misleading; or (iii) any violation or alleged violation by the Company
      of the 1933 Act, the 1934 Act, any other law, including, without limitation,
      any
      state securities law, or any rule or regulation thereunder relating to the
      offer
      or sale of the Registrable Securities (the matters in the foregoing clauses
      (i)
      through (iii) being, collectively, "VIOLATIONS"). Subject to the restrictions
      set forth in Section 6(c) with respect to the number of legal counsel, the
      Company shall reimburse the Indemnified Person, promptly as such expenses are
      incurred and are due and payable, for any reasonable legal fees or other
      reasonable expenses incurred by them in connection with investigating or
      defending any such Claim. Notwithstanding anything to the contrary contained
      herein, the indemnification agreement contained in this Section 6(a): (i) shall
      not apply to a Claim arising out of or based upon a Violation which occurs
      in
      reliance upon and in conformity with information furnished in writing to the
      Company by any Indemnified Person or underwriter for such Indemnified Person
      expressly for use in connection with the preparation of such Registration
      Statement or any such amendment thereof or supplement thereto; (ii) shall not
      apply to amounts paid in settlement of any Claim if such settlement is effected
      without the prior written consent of the Company, which consent shall not be
      unreasonably withheld; and (iii) with respect to any preliminary prospectus,
      shall not inure to the benefit of any Indemnified Person if the untrue statement
      or omission of material fact contained in the preliminary prospectus was
      corrected on a timely basis in the prospectus, as then amended or supplemented,
      such corrected prospectus was timely made available by the Company pursuant
      to
      Section 3(c) hereof, and the Indemnified Person was promptly advised in writing
      not to use the incorrect prospectus prior to the use giving rise to a Violation
      and such Indemnified Person, notwithstanding such advice, used it. Such
      indemnity shall remain in full force and effect regardless of any investigation
      made by or on behalf of the Indemnified Person and shall survive the transfer
      of
      the Registrable Securities by the Buyer pursuant to Section 9.

    


    b.
      [Intentionally Omitted].

    


    c.
      Promptly after receipt by an Indemnified Person under this Section 6 of notice
      of the commencement of any action (including any governmental action), such
      Indemnified Person shall, if Claim in respect thereof is to be made against
      any
      Indemnified Person or the Company under this Section 6, deliver to the Company
      a
      written notice of the commencement thereof, and the Company shall have the
      right
      to participate in, and, to the extent the Company so desires, to assume control
      of the defense thereof with counsel mutually satisfactory to the Company and
      the
      Indemnified Person, as the case may be.

    


    PROVIDED,
      HOWEVER, that an Indemnified Person shall have the right to retain its own
      counsel with the fees and expenses to be paid by the Company, if, in the
      reasonable opinion of counsel retained by the Company, the representation by
      such counsel of the Indemnified Person and the Company would be inappropriate
      due to actual or potential differing interests between such Indemnified Person
      and any other party represented by such counsel in such proceeding. The Company
      shall pay for only one separate legal counsel for the Indemnified Persons,
      and
      such legal counsel shall be selected by Buyer, if the Buyer is entitled to
      indemnification hereunder. The failure to deliver written notice to the Company
      within a reasonable time of the commencement of any such action shall not
      relieve the Company of any liability to the Indemnified Person under this
      Section 6, except to the extent that the Company is actually prejudiced in
      its
      ability to defend such action. The indemnification required by this Section
      6
      shall be made by periodic payments of the amount thereof during the course
      of
      the investigation or defense, as such expense, loss, damage or liability is
      incurred and is due and payable.

    


    7.
      CONTRIBUTION. To the extent any indemnification by the Company is prohibited
      or
      limited by law, the Company agrees to make the maximum contribution with respect
      to any amounts for which it would otherwise be liable under Section 6 to the
      fullest extent permitted by law.

    


    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    8.
      REPORTS UNDER THE 1934 ACT. With a view to making available to the Buyer the
      benefits of Rule144 promulgated under the 1933 Act or any other similar rule
      or
      regulation of the SEC that may at any time permit the Buyer to sell securities
      of the Company to the public without registration ("RULE 144"), the Company
      agrees to:

    


    a.
      make
      and keep public information available, as those terms are understood and defined
      in Rule 144;

    


    b.
      file
      with the SEC in a timely manner all reports and other documents required of
      the
      Company under the 1933 Act and the 1934 Act so long as the Company remains
      subject to such requirements (it being understood that nothing herein shall
      limit the Company's obligations under Section 4(c) of the Securities Purchase
      Agreement) and the filing of such reports and other documents is required for
      the applicable provisions of Rule 144; and

    


    c.
      furnish to the Buyer so long as the Buyer owns Registrable Securities, promptly
      upon request, (i) a written statement by the Company that it has complied with
      the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii)
      a
      copy of the most recent annual or quarterly report of the Company and such
      other
      reports and documents so filed by the Company, and (iii) such other information
      as may be reasonably requested to permit the Buyers to sell such securities
      pursuant to Rule 144 without registration.

    


    9.
      ASSIGNMENT OF REGISTRATION RIGHTS. The rights under this Agreement shall be
      automatically assignable by the Buyers to any transferee of all or any portion
      of Registrable Securities if: (i) the Buyer agrees in writing with the
      transferee or assignee to assign such rights, and a copy of such agreement
      is
      furnished to the Company within a reasonable time after such assignment, (ii)
      the Company is, within a reasonable time after such transfer or assignment,
      furnished with written notice of (a) the name and address of such transferee
      or
      assignee, and (b) the securities with respect to which such registration rights
      are being transferred or assigned, (iii) following such transfer or assignment,
      the further disposition of such securities by the transferee or assignee is
      restricted under the 1933 Act and applicable state securities laws, (iv) at
      or
      before the time the Company receives the written notice contemplated by clause
      (ii) of this sentence, the transferee or assignee agrees in writing with the
      Company to be bound by all of the provisions contained herein, and (v) such
      transfer shall have been made in accordance with the applicable requirements
      of
      the Securities Purchase Agreement.

    


    10.
      AMENDMENT OF REGISTRATION RIGHTS. Provisions of this Agreement may be amended
      and the observance thereof may be waived (either generally or in a particular
      instance and either retroactively or prospectively), only with written consent
      of the Company, the Buyer (to the extent such Buyer still owns Registrable
      Securities) and Buyers who hold a majority interest of the Registrable
      Securities. Any amendment or waiver effected in accordance with this Section
      10
      shall be binding upon the Buyer and the Company.

    


    11.
      MISCELLANEOUS.

    


    a.
      A
      person or entity is deemed to be a holder of Registrable Securities whenever
      such person or entity owns of record such Registrable Securities. If the Company
      receives conflicting instructions, notices or elections from two or more persons
      or entities with respect to the same Registrable Securities, the Company shall
      act upon the basis of instructions, notice or election received from the
      registered owner of such Registrable Securities.

    


    b.
      Any
      notices required or permitted to be given under the terms hereof shall be sent
      by certified or registered mail (return receipt requested) or delivered
      personally or by courier (including a recognized overnight delivery service)
      or
      by facsimile and shall be effective five days after being placed in the mail,
      if
      mailed by regular United States mail, or upon receipt, if delivered personally
      or by courier (including a recognized overnight delivery service) or by
      facsimile, in each case addressed to a party. The addresses for such
      communications shall be:

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    If
      to the
      Company: To the address set forth immediately below such Company's
      name on the signature pages hereto.

    


    With
      copy
      to:

    


    David
      Ficksman, Esq.

    TROY
      & GOULD PC

    1801
      Century Park East, Suite 1600 

    Los
      Angeles, CA 90067-2367

    Tel
      (310)
      553-4441

    Fax
      (310)
      201-4746

    


    If
      to a
      Buyer: To the address set forth immediately below such Buyer's name on the
      signature pages hereto.

    


    Each
      party shall provide notice to the other party of any change in
      address.

    


    c.
      Failure of any party to exercise any right or remedy under this Agreement or
      otherwise, or delay by a party in exercising such right or remedy, shall not
      operate as a waiver thereof.

    


    d.
      This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the State of California. Any controversy or claim arising out of or
      related to this Debenture or the breach thereof, shall be settled by binding
      arbitration in San Diego, CA in accordance with the Expedited Procedures (Rules
      53-57) of the Commercial Arbitration Rules of the American Arbitration
      Association ("AAA"). A proceeding shall be commenced upon written demand by
      Company or the Buyer to the other. The arbitrator(s) shall enter a judgment
      by
      default against any party, which fails or refuses to appear in any properly
      noticed arbitration proceeding. The proceeding shall be conducted by one (1)
      arbitrator, unless the amount alleged to be in dispute exceeds two hundred
      fifty
      thousand dollars ($250,000), in which case three (3) arbitrators shall preside.
      The arbitrator(s) will be chosen by the parties from a list provided by the
      AAA,
      and if they are unable to agree within ten (10) days, the AAA shall select
      the
      arbitrator(s). The arbitrators must be experts in securities law and financial
      transactions. The arbitrators shall assess costs and expenses of the
      arbitration, including all attorneys' and experts' fees, as the arbitrators
      believe is appropriate in light of the merits of the parties' respective
      positions in the issues in dispute. Each party submits irrevocably to the
      jurisdiction of any state court sitting in San Diego, CA or to the United States
      District Court sitting in California for purposes of enforcement of any
      discovery order, judgment or award in connection with such arbitration. The
      award of the arbitrator(s) shall be final and binding upon the parties and
      may
      be enforced in any court having jurisdiction. The arbitration shall be held
      in
      such place as set by the arbitrator(s) in accordance with Rule 55. With respect
      to any arbitration proceeding in accordance with this section, the prevailing
      party's reasonable attorney's fees and expenses shall be borne by the
      non-prevailing party.

    


    Although
      the parties, as expressed above, agree that all claims, including claims that
      are equitable in nature, for example specific performance, shall initially
      be
      prosecuted in the binding arbitration procedure outlined above, if the
      arbitration panel dismisses or otherwise fails to entertain any or all of the
      equitable claims asserted by reason of the fact that it lacks jurisdiction,
      power and/or authority to consider such claims and/or direct the remedy
      requested, then, in only that event, will the parties have the right to initiate
      litigation respecting such equitable claims or remedies. The forum for such
      equitable relief shall be in either a state or federal court sitting in San
      Diego, CA. Each party waives any right to a trial by jury, assuming such right
      exists in an equitable proceeding, and irrevocably submits to the jurisdiction
      of said California court. California law shall govern both the proceeding as
      well as the interpretation and construction of this Agreement and the
      transaction as a whole.

    


    e.
      This
      Agreement and the Securities Purchase Agreement (including all schedules and
      exhibits thereto) constitute the entire agreement among the parties hereto
      with
      respect to the subject matter hereof and thereof. There are no restrictions,
      promises, warranties or undertakings, other than those set forth or referred
      to
      herein and therein. This Agreement and the Securities Purchase Agreement
      supersede all prior agreements and understandings among the parties hereto
      with
      respect to the subject matter hereof and thereof.

    


    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    f.
      Subject to the requirements of Section 9 hereof, this Agreement shall inure
      to
      the benefit of and be binding upon the successors and assigns of each of the
      parties hereto.

    


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

    


    h.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original but all of which shall constitute one and the same agreement.
      This Agreement, once executed by a party, may be delivered to the other party
      hereto by facsimile transmission of a copy of this Agreement bearing the
      signature of the party so delivering this Agreement.

    


    i.
      Each
      party shall do and perform, or cause to be done and performed, all such further
      acts and things, and shall execute and deliver all such other agreements,
      certificates, instruments and documents, as the other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.

    


    j.
      Except
      as otherwise provided herein, all consents and other determinations to be made
      by the Buyer pursuant to this Agreement shall be made by Buyers holding a
      majority of the Registrable Securities, determined as if the all of the
      Debentures then outstanding have been converted into Registrable
      Securities.

    


    k.
      The
      Company acknowledges that a breach by it of its obligations hereunder will
      cause
      irreparable harm to the Buyer by vitiating the intent and purpose of the
      transactions contemplated hereby. Accordingly, the Company acknowledges that
      the
      remedy at law for breach of its obligations hereunder will be inadequate and
      agrees, in the event of a breach or threatened breach by the Company of any
      of
      the provisions hereunder, that the Buyer shall be entitled, in addition to
      all
      other available remedies in law or in equity, to an injunction or injunctions
      to
      prevent or cure breaches of the provisions of this Agreement and to enforce
      specifically the terms and provisions hereof, without the necessity of showing
      economic loss and without any bond or other security being
      required.

    


    l.
      The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rules of strict construction
      will
      be applied against any party.

    


    m.
      In the
      event that any provision of this Agreement is invalid or unenforceable under
      any
      applicable statute or rule of law, then such provision shall be deemed
      inoperative to the extent that it may conflict therewith and shall be deemed
      modified to conform with such statute or rule of law. Any provision hereof
      which
      may prove invalid or unenforceable under any law shall not affect the validity
      or enforceability of any other provision hereof.

    


    n.
      The
      initial number of Registrable Securities included in any Registration Statement
      and each increase to the number of Registrable Securities included therein
      shall
      be allocated pro rata among the Buyers based on the number of Registrable
      Securities held by the Buyer at the time of such establishment or increase,
      as
      the case may be. In the event an Buyer shall sell or otherwise transfer any
      of
      such holder's Registrable Securities, each transferee shall be allocated a
      pro
      rata portion of the number of Registrable Securities included in a Registration
      Statement for such transferor. Any shares of Common Stock included on a
      Registration Statement and which remain allocated to any person or entity which
      does not hold any Registrable Securities shall be allocated to the remaining
      Buyers, pro rata based on the number of shares of Registrable Securities then
      held by the Buyers. For the avoidance of doubt, the number of Registrable
      Securities held by a Buyer shall be determined as if all the Debentures and
      Warrants then outstanding and held by the Buyer were converted into or exercised
      for Registrable Securities.

    


    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    o.
      There
      shall be no oral modifications or amendments to this Agreement. This Agreement
      may be modified or amended only in writing.

    


    IN
      WITNESS WHEREOF, the undersigned Buyer and the Company have caused this
      Agreement to be duly executed as of the 14th day of July 2006. 

    
 


    
      	
              OMNI
                U.S.A., INC., the Company

            	
              Potawatomi
                Business Development Corp., the Buyer

            
	 	 
	 	 
	
              By:
                /S/ LOWELL W.
                GIFFHORN                   
                

            	
              By:
                /S/ CAROL
                LEESE                    
                

            
	
              Lowell
                W. Giffhorn, CFO

            	
              Carol
                Leese, CEO

            
	 	 
	
              ADDRESS:

            	
              ADDRESS:

            
	
              2236
                Rutherford Rd., Suite 107

            	
              320
                E. Buffalo St., Suite 607

            
	
              Carlsbad,
                CA 92008

            	
              Milwaukee,
                WI 53202

            
	
              Telephone:
                (760) 929-7500 Ext 210

            	
              Telephone:
                262-785-8140

            
	
              Facsimile:
                (760) 929-7504

            	
              Facsimile:
                262-785-8141

            


    

     

     

    
      
         

      

      
        13