Exhibit 10.5

                          REGISTRATION RIGHTS AGREEMENT

     This  Registration  Rights  Agreement  ("Agreement"), dated as of July 14,
2006,  is  made  by  and between SimplaGene USA, Inc., a Nevada corporation (the
"Company"),  and Crusader Securities, LLC, a New York limited liability company,
member  NASD  ("Crusader")  and  is  entered  into  by  the  Company  in partial
consideration  of the fees that are owed by the Company to Crusader, pursuant to
an  Engagement  Letter  between  the  Company and Crusader dated April 15, 2005.

     The  Company  and  Crusader  hereby  agree  as  follows:

     1.     Definitions.  1.     Definitions.
            -----------          -----------

"Advice"  shall  have  the  meaning  set  forth  in  Section  6(c).
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"Commission"  means  the  United  States  Securities  and  Exchange  Commission.
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"Effectiveness  Date"  means  the  date  of  any  order issued by the Commission
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pursuant  to  which  any  Registration  Statement  becomes  effective  under the
Securities  Act  of  1933  ("Securities  Act").

"Effectiveness  Period"  means  the  period  from  the Effectiveness Date to the
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earlier  of  the  date all Registrable Securities have been sold and transferred
free of restriction on transfer by reference to the registration requirements of
the  Securities  Act,  or  December  1,  2007.

"Filing  Date"  means  the  date  the  Company  proposes  to file a Registration
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Statement  with  the  Commission.

"Holder"  or  "Holders" means Crusader Securities, LLC, its parents, affiliates,
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and/or subsidiaries, and 21st Century Associates, LLC ("21st Century"), to which
the  Company,  notwithstanding  anything  to  the  contrary herein, approves and
acknowledges Crusader will transfer a portion of the Registrable Securities, and
who  are  collectively  the  holder or holders, as the case may be, from time to
time  of  Registrable  Securities;  provide,  however,  21st  Century  and  any
subsequent  Holder,  in  order to get the benefits of this Agreement, must agree
with  the  Company  to  be  bound  by  the  terms  hereof.

"Indemnified  Party"  shall  have  the  meaning  set  forth  in  Section  5(c).
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"Indemnifying  Party"  shall  have  the  meaning  set  forth  in  Section  5(c).
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"Losses"  shall  have  the  meaning  set  forth  in  Section  5(a).
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"Proceeding"  means  an  action,  claim,  suit,  investigation  or  proceeding
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(including,  without limitation, an investigation or partial proceeding, such as
a  deposition),  whether  commenced  or  threatened.

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

"Registrable  Securities" means all of the shares of common stock of the Company
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registered  in the name of Crusader as of the date hereof or as may be re-issued
thereafter  in  connection  with the subsequent transfer of shares of the common
stock  of the Company from Crusader to 21st Century, together with any shares of
common  stock  issued  or  issuable  upon  any  stock  split,  dividend or other
distribution,  recapitalization  or similar event with respect to the foregoing.
In  addition,  Registrable  Securities shall include all of the shares of common
stock  of  the  Company  represented  by  subsequent certificates re-issued from
Crusader  to  21st  Century.

"Registration  Statement" means each registration statement filed by the Company
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as  described  in Section 2, including (in each case) the Prospectus, amendments
and  supplements to the registration statement or Prospectus, including pre- and
post-effective  amendments,  all exhibits thereto, and all material incorporated
by  reference  or  deemed  to  be  incorporated by reference in the registration
statement.

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

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

     2.     Registration.  If  at any time prior to December 1, 2007 the Company
            ------------
shall determine to prepare and file with the Commission a Registration Statement
relating  to  an offering for its own account or the account of others under the
Securities  Act  of any of its equity securities, other than on Form S-4 or Form
S-8  (each  as  promulgated  under the Securities Act) 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, then the Company
shall  send to each Holder a written notice of such determination and, if within
fifteen  days after the date of such notice, any such Holder shall so request in
writing,  the  Company  shall  include in such Registration Statement all or any
part  of such Registrable Securities such Holder requests to be registered. Each
Holder  agrees  to  furnish to the Company a completed questionnaire in the form
attached  to  this  Agreement as Annex A (a "Selling Holder Questionnaire") with
                                             ----------------------------
its  written  request  for  inclusion  of  its  Registrable  Securities  in  the
Registration Statement and provide such other information as may be required for
inclusion into the Registration Statement.  The Company shall not be required to
include  the  Registrable Securities of a Holder in a Registration Statement who
fails to furnish to the Company a fully completed Selling Holder Questionnaire,.

     3.     Registration  Procedures.  In  connection  with  the  Company's
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registration  obligations  hereunder,  the  Company  shall:

     (a)     Not  less  than  five  days  prior  to the filing of a Registration
Statement  or any related Prospectus or any amendment or supplement thereto, the
Company  shall  furnish  to  the  Holders  copies  of the "Selling Stockholders"
section  of  such  document,  the  "Plan  of  Distribution"  and any risk factor
contained  in  such document that addresses specifically this transaction or the
Selling Stockholders, as proposed to be filed which documents will be subject to
the  review of such Holders.  Any corrections provided by a Holder by the end of
the  third  day following receipt of such draft documents may be included in the
filing  without further notice or approval of the Holder.  The Company shall not
file  a  Registration  Statement  or  any  such  Prospectus or any amendments or
supplements  thereto  that  contains  any  disclosure regarding the Holders that
varies  from  the  disclosure  set forth in the Selling Holder Questionnaire (as
corrected  by  the  Holders), without the prior approval of the affected Holder.

     (b)     Use  commercially  reasonable  efforts to prepare and file with the
Commission  such  amendments,  including  post-effective  amendments,  to  the
Registration Statement and the Prospectus used in connection therewith as may be
necessary  to  keep  the Registration Statement continuously effective as to the
applicable  Registrable  Securities for the Effectiveness Period and prepare and
file  with  the  Commission  such additional Registration Statements in order to
register  for resale under the Securities Act all of the Registrable Securities,
cause  the  related  Prospectus  to  be  amended or supplemented by any required
Prospectus supplement, and as so supplemented or amended to be filed pursuant to
Rule  424;

     (c)     Respond as promptly as reasonably possible to any comments received
from  the Commission with respect to the Registration Statement or any amendment
thereto  and,  as  promptly  as  reasonably  possible, upon request, provide the
Holders  true  and  complete  copies  of  all  correspondence  from  and  to the
Commission  relating  to  the  Registration  Statement;

     (d)     Notify the Holders of Registrable Securities to be sold as promptly
as reasonably possible and (if requested by any such Person) confirm such notice
in writing promptly following the day (i)(A) when a Prospectus or any Prospectus
supplement or post-effective amendment to the Registration Statement is proposed
to  be filed; (B) when the Commission notifies the Company whether there will be
a "review" of the Registration Statement and whenever the Commission comments in
writing  on  the  Registration Statement (the Company shall upon request provide
true  and  complete  copies thereof and all written responses thereto to each of
the  Holders);  and  (C)  with  respect  to  the  Registration  Statement or any
post-effective  amendment,  when  the  same  has  become  effective; (ii) of any
request  by  the Commission or any other Federal or state governmental authority
during  the period of effectiveness of the Registration Statement for amendments
or  supplements  to  the  Registration Statement or Prospectus or for additional
information;  (iii)  of  the  issuance by the Commission or any other federal or
state  governmental  authority of any stop order suspending the effectiveness of
the  Registration Statement covering any or all of the Registrable Securities or
the  initiation  of any Proceedings for that purpose; (iv) of the receipt by the
Company  of any notification with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale in
any  jurisdiction,  or  the initiation or threatening of any Proceeding for such
purpose;  and  (v)  of the occurrence of any event or passage of time that makes
the  financial  statements included in the Registration Statement ineligible for
inclusion  therein  or  any  statement  made  in  the  Registration Statement or
Prospectus  or any document incorporated or deemed to be incorporated therein by
reference  untrue  in any material respect or that requires any revisions to the
Registration  Statement,  Prospectus  or other documents so that, in the case of
the  Registration  Statement  or the Prospectus, as the case may be, it will not
contain  any  untrue  statement of a material fact or omit to state any material
fact  required to be stated therein or necessary to make the statements therein,
in  light  of  the circumstances under which they were made, not misleading.

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

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

     (g)  Promptly deliver to each Holder, without charge, as many copies of the
Prospectus  or  Prospectuses  (including  each  form  of  prospectus)  and  each
amendment  or  supplement  thereto  as  such  Persons  may reasonably request in
connection  with resales by the Holder of Registrable Securities. Subject to the
terms  of  this  Agreement,  the  Company  hereby  consents  to  the use of such
Prospectus  and  each  amendment  or  supplement  thereto by each of the selling
Holders  in  connection with the offering and sale of the Registrable Securities
covered by such Prospectus and any amendment or supplement thereto, except after
the  giving  of  any  notice  pursuant  to  Section  3(d).

     (h)     Prior to any resale of Registrable  Securities by a Holder, use its
commercially  reasonable  efforts  to  register or qualify or cooperate with the
selling  Holders  in  connection  with  the  registration  or  qualification (or
exemption from the Registration or qualification) of such Registrable Securities
for  resale  by  the  Holder  under  the  securities  or  Blue  Sky laws of such
jurisdictions  within  the  United  States  as any Holder reasonably requests in
writing,  to  keep  the  Registration or qualification (or exemption there from)
effective  during  the  Effectiveness Period and to do any and all other acts or
things  reasonably  necessary to enable the disposition in such jurisdictions of
the Registrable Securities covered by the Registration Statement; provided, that
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the  Company  shall  not  be required to qualify generally to do business in any
jurisdiction  where  it  is  not  then  so qualified, subject the Company to any
material tax in any such jurisdiction where it is not then so subject, or file a
general consent to service of process in any such jurisdiction.

     (i)  If  requested by the Holders, cooperate with the Holders to facilitate
the  timely  preparation  and  delivery of certificates representing Registrable
Securities  to  be  delivered  to  a  transferee  pursuant  to  the Registration
Statement,  which  certificates shall be free of all restrictive legends, and to
enable such Registrable Securities to be in such denominations and registered in
such  names  as  any  such  Holders  may  request.

     (j)     Upon  the  occurrence of any event contemplated by Section 3(d)(v),
as promptly as reasonably possible, prepare a supplement or amendment, including
a post-effective amendment, to the Registration Statement or a supplement to the
related  Prospectus  or  any  document incorporated or deemed to be incorporated
therein  by  reference,  and  file  any  other  required  document  so  that, as
thereafter  delivered,  neither  the  Registration Statement nor such Prospectus
will  contain an untrue statement of a material fact or omit to state a material
fact  required to be stated therein or necessary to make the statements therein,
in  light  of  the  circumstances  under  which  they were made, not misleading.

If  the Company notifies the Holders in accordance with clauses (ii) through (v)
of  Section  3(d) above to suspend the use of any Prospectus until the requisite
changes to such Prospectus have been made, then the Holders shall suspend use of
such  Prospectus.  The  Company will use its best efforts to ensure that the use
of  the  Prospectus  may  be  resumed  as  promptly  as  is  practicable.

     (k)     Comply with all applicable rules and regulations of the Commission.
(i)     If  the  Company  notifies  the  Holders in accordance with clauses (ii)
through (v) of Section 3(d) above to suspend the use of any Prospectus until the
requisite  changes  to  such  Prospectus have been made, the Company may require
each  selling  Holder to furnish to the Company a further certified statement as
to  the  number of shares of Common Stock beneficially owned by such Holder and,
if  required  by  the  Commission,  the  person  thereof  that  has  voting  and
dispositive  control over the Shares.

     4.     Registration  Expenses.  All  fees  and  expenses  incident  to  the
            ----------------------
performance  of  or compliance with this Agreement by the Company shall be borne
by  the  Company  whether or not any Registrable Securities are sold pursuant to
the  Registration Statement.  The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including,  without  limitation,  fees and expenses (A) with respect to filings
required  to  be  made with the trading market on which the Common Stock is then
listed  for  trading,  and (B) in compliance with applicable state securities or
Blue  Sky laws), (ii) printing expenses (including, without limitation, expenses
of  printing  certificates  for  Registrable  Securities  and, if applicable, of
printing  prospectuses),  (iii) messenger, telephone and delivery expenses, (iv)
fees  and disbursements of counsel for the Company, (v) Securities Act liability
insurance,  if the Company so desires such insurance, and (vi) fees and expenses
of all other Persons retained by the Company in connection with the consummation
of  the  transactions  contemplated by this Agreement.  In addition, the Company
shall  be  responsible  for  all of its internal expenses incurred in connection
with  the  consummation  of  the  transactions  contemplated  by  this Agreement
(including,  without  limitation,  all salaries and expenses of its officers and
employees  performing  legal  or  accounting  duties), the expense of any annual
audit  and  the fees and expenses incurred in connection with the listing of the
Registrable  Securities on any securities exchange as required hereunder.  In no
event  shall the Company be responsible for any broker or similar commissions or
any  legal fees or other costs of the Holders.
     5.     Indemnification
            ---------------

     (a)     Indemnification by the Company.  The Company shall, notwithstanding
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any  termination of this Agreement, indemnify and hold harmless each Holder, the
officers,  directors,  agents  and  employees  of  each of them, each Person who
controls any such Holder (within the meaning of Section 15 of the Securities Act
or  Section  20  of  the  Exchange  Act) and the officers, directors, agents and
employees  of  each  such controlling Person, to the fullest extent permitted by
applicable  law,  from  and  against  any  and  all  losses,  claims,  damages,
liabilities,  costs  (including, without limitation, reasonable attorneys' fees)
and  expenses  (collectively, "Losses"), as incurred, arising out of or relating
                               ------
to  any  untrue  or alleged untrue statement of a material fact contained in the
Registration  Statement,  any  Prospectus  or  any  form of prospectus or in any
amendment or supplement thereto or in any preliminary prospectus, or arising out
of  or  relating to any omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein (in the case of
any  Prospectus  or  form  of  prospectus or supplement thereto, in light of the
circumstances  under which they were made) not misleading, except to the extent,
but  only  to the extent, that (i) such untrue statements or omissions are based
solely  upon  information  regarding  such  Holder  furnished  in writing to the
Company  by  such  Holder  expressly for use therein, or to the extent that such
information  relates  to  such  Holder  or  such  Holder's  proposed  method  of
distribution  of  Registrable Securities and was reviewed and expressly approved
in  inewriting  by  such Holder expressly for use in the Registration Statement,
such  Prospectus  or  such  form of Prospectus or in any amendment or supplement
thereto  (it  being  understood  that the Holder has approved Annex A hereto for
this  purpose)  or  (ii)  in  the  case of an occurrence of an event of the type
specified  in  Section  3(d)(ii)-(v),  the  use by such Holder of an outdated or
defective  Prospectus after the Company has notified such Holder in writing that
the  Prospectus is outdated or defective and prior to the receipt by such Holder
of  the  Advice  contemplated  in  Section  6(c).  The  Company shall notify the
Holders  promptly  of  the institution, threat or assertion of any Proceeding of
which  the  Company is aware in connection with the transactions contemplated by
this  Agreement.

     (b)     Indemnification  by  Holders.  Each Holder shall, severally and not
             ----------------------------
jointly,  indemnify  and  hold  harmless  the  Company, its directors, officers,
agents  and  employees, each Person who controls the Company (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors,  officers,  agents  or  employees of such controlling Persons, to the
fullest  extent  permitted  by  applicable  law, from and against all Losses, as
incurred,  to  the extent arising out of or based solely upon: (x) such Holder's
failure  to  comply  with the prospectus delivery requirements of the Securities
Act  or  (y) any untrue or alleged untrue statement of a material fact contained
in  any Registration Statement, any Prospectus, or any form of prospectus, or in
any amendment or supplement thereto or in any preliminary prospectus, or arising
out  of  or  relating  to  any  omission  or alleged omission of a material fact
required  to  be  stated therein or necessary to make the statements therein not
misleading (i) to the extent, but only to the extent, that such untrue statement
or  omission  is  contained  in  any information so furnished in writing by such
Holder  to  the Company specifically for inclusion in the Registration Statement
or  such  Prospectus  or  (ii)  to the extent that (1) such untrue statements or
omissions  are  based solely upon information regarding such Holder furnished in
writing  to  the  Company  by  such  Holder expressly for use therein, or to the
extent  that  such  information relates to such Holder or such Holder's proposed
method  of distribution of Registrable Securities and was reviewed and expressly
approved  in  writing  by  such  Holder  expressly  for  use in the Registration
Statement  (it  being understood that the Holder has approved Annex A hereto for
this purpose), such Prospectus or such form of Prospectus or in any amendment or
supplement  thereto  or (2) in the case of an occurrence of an event of the type
specified  in  Section  3(d)(ii)-(v),  the  use by such Holder of an outdated or
defective  Prospectus after the Company has notified such Holder in writing that
the  Prospectus is outdated or defective and prior to the receipt by such Holder
of  the Advice contemplated in Section 6(c).  In no event shall the liability of
any  selling Holder hereunder be greater in amount than the dollar amount of the
net proceeds received by such Holder upon the sale of the Registrable Securities
giving  rise  to  such  indemnification  obligation.

     (c)     Conduct of Indemnification Proceedings. If any  Proceeding shall be
             ---------------------------------------
brought  or  asserted  against  any  Person  entitled to indemnity hereunder (an
"Indemnified  Party"),  such  Indemnified Party shall promptly notify the Person
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from  whom  indemnity  is  sought (the "Indemnifying Party") in writing, and the
                                        ------------------
Indemnifying Party shall have the right to assume the defense thereof, including
the  employment  of counsel reasonably satisfactory to the Indemnified Party and
the  payment  of  all  fees  and  expenses  incurred  in connection with defense
thereof; provided, that the failure of any Indemnified Party to give such notice
shall  not  relieve  the  Indemnifying  Party  of its obligations or liabilities
pursuant  to  this  Agreement,  except (and only) to the extent that it shall be
finally  determined by a court of competent jurisdiction (which determination is
not subject to appeal or further review) that such failure shall have prejudiced
the  Indemnifying  Party.  An  Indemnified  Party shall have the right to employ
separate  counsel  in  any  such  Proceeding  and  to participate in the defense
thereof,  but  the  fees and expenses of such counsel shall be at the expense of
such Indemnified Party or Parties unless:  (i) the Indemnifying Party has agreed
in writing to pay such fees and expenses; (ii) the Indemnifying Party shall have
failed  promptly  to assume the defense of such Proceeding and to employ counsel
reasonably  satisfactory  to  such  Indemnified Party in any such Proceeding; or
(iii) the named parties to any such Proceeding (including any impleaded parties)
include  both  such  Indemnified  Party  and  the  Indemnifying  Party, and such
Indemnified  Party shall reasonably believe that a material conflict of interest
is  likely to exist if the same counsel were to represent such Indemnified Party
and  the  Indemnifying  Party (in which case, if such Indemnified Party notifies
the  Indemnifying  Party in writing that it elects to employ separate counsel at
the expense of the Indemnifying Party, the Indemnifying Party shall not have the
right  to assume the defense thereof and the reasonable fees and expenses of one
separate  counsel  shall  be  at  the  expense  of the Indemnifying Party).  The
Indemnifying Party shall not be liable for any settlement of any such Proceeding
effected  without  its  written consent, which consent shall not be unreasonably
withheld.  No Indemnifying Party shall, without the prior written consent of the
Indemnified Party, effect any settlement of any pending Proceeding in respect of
which  any  Indemnified  Party  is  a  party, unless such settlement includes an
unconditional  release  of  such  Indemnified Party from all liability on claims
that  are  the  subject  matter  of  such  Proceeding.

     (d)     Payment  As  Incurred.  Subject to the terms of this Agreement, all
             ---------------------
reasonable fees and expenses of the Indemnified Party (including reasonable fees
and  expenses  to  the  extent  incurred  in  connection  with  investigating or
preparing  to  defend  such  Proceeding  in  a manner not inconsistent with this
Section) shall be paid to the Indemnified Party, as incurred, within ten Trading
Days  of  written  notice  thereof to the Indemnifying Party; provided, that the
                                                              --------
Indemnified  Party  shall  promptly  reimburse  the  Indemnifying Party for that
portion  of  such  fees  and  expenses applicable to such actions for which such
Indemnified Party is not entitled to indemnification hereunder, determined based
upon  the  relative  faults  of  the  parties.

     (e)     Contribution.  If a claim for indemnification under Section 5(a) or
             ------------
5(b)  is  unavailable  to  an  Indemnified  Party (by reason of public policy or
otherwise),  then  each  Indemnifying  Party,  in  lieu  of  indemnifying  such
Indemnified  Party,  shall  contribute  to  the  amount  paid or payable by such
Indemnified  Party  as  a  result  of  such  Losses,  in  such  proportion as is
appropriate  to  reflect  the  relative  fault  of  the  Indemnifying  Party and
Indemnified  Party  in connection with the actions, statements or omissions that
resulted  in such Losses as well as any other relevant equitable considerations.
The  relative  fault  of  such Indemnifying Party and Indemnified Party shall be
determined  by reference to, among other things, whether any action in question,
including  any untrue or alleged untrue statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to
information  supplied  by, such Indemnifying Party or Indemnified Party, and the
parties'  relative  intent,  knowledge, access to information and opportunity to
correct  or  prevent  such  action,  statement  or omission.  The amount paid or
payable by a party as a result of any Losses shall be deemed to include, subject
to  the  limitations  set  forth in this Agreement, any reasonable attorneys' or
other  reasonable fees or expenses incurred by such party in connection with any
Proceeding to the extent such party would have been indemnified for such fees or
expenses  if  the  indemnification provided for in this Section was available to
such party in accordance with its terms.  The parties hereto agree that it would
not  be  just  and  equitable if contribution pursuant to this Section 5(e) were
determined by pro rata allocation or by any other method of allocation that does
not  take  into  account  the  equitable  considerations  referred  to  in  the
immediately preceding paragraph.  Notwithstanding the provisions of this Section
5(e), no Holder shall be required to contribute, in the aggregate, any amount in
excess of the amount by which the proceeds actually received by such Holder from
the  sale  of  the  Registrable Securities subject to the Proceeding exceeds the
amount  of  any  damages  that such Holder has otherwise been required to pay by
reason  of  such  untrue  or  alleged  untrue  statement  or omission or alleged
omission,  except in the case of fraud by such Holder.

     (f)     The indemnity and contribution agreements contained in this Section
are  in  addition to any liability that the Indemnifying Parties may have to the
Indemnified  Parties.
     6.     Miscellaneous
            -------------

     (a)     Remedies.  In  the event of a breach by the Company or by a Holder,
             --------
of any of their obligations under this Agreement, each Holder or the Company, as
the case may be, in addition to being entitled to exercise all rights granted by
law and under this Agreement, including recovery of damages, will be entitled to
specific  performance  of its rights under this Agreement.  The Company and each
Holder  agree  that monetary damages would not provide adequate compensation for
any losses incurred by reason of a breach by it of any of the provisions of this
Agreement  and  hereby  further  agrees  that,  in  the  event of any action for
specific  performance in respect of such breach, it shall waive the defense that
a  remedy  at law would be adequate.
     (b)   Compliance. Each Holder covenants and agrees that it will comply with
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the  prospectus  delivery requirements of the Securities Act as applicable to it
in  connection with sales of Registrable Securities pursuant to the Registration
Statement.

     (c) Discontinued Disposition. Each Holder agrees by its acquisition of such
         ------------------------
Registrable  Securities  that,  upon receipt of a notice from the Company of the
occurrence  of any event of the kind described in Section 3(d), such Holder will
forthwith  discontinue  disposition  of  such  Registrable  Securities under the
Registration  Statement  until  such  Holder's  receipt  of  the  copies  of the
supplemented  Prospectus  and/or  amended  Registration Statement or until it is
advised  in writing (the "Advice") by the Company that the use of the applicable
                          ------
Prospectus  may  be  resumed,  and,  in  either case, has received copies of any
additional  or  supplemental  filings  that  are  incorporated  or  deemed to be
incorporated  by  reference  in  such Prospectus or Registration Statement.  The
Company  will  use its best efforts to ensure that the use of the Prospectus may
be  resumed  as  promptly as it practicable.

     (d) Amendments and Waivers. The provisions of this Agreement, including the
         ----------------------
provisions  of  this sentence, may not be amended, modified or supplemented, and
waivers  or  consents to departures from the provisions hereof may not be given,
unless the same shall be in writing and signed by the Company and each Holder of
the  then  outstanding  Registrable  Securities.

     (e)     Notices. Except as otherwise provided  herein, all notices or other
             -------
communications  or  deliveries  required  or  permitted to be provided hereunder
shall  be  in writing and shall be deemed given and effective on the earliest of
(i)  the  date of transmission, if such notice or communication is delivered via
facsimile  at  the  facsimile  number  set forth on the signature pages attached
hereto  prior  to  5:00  p.m.  (New  York  time) on a business day, (b) the next
business  day after the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile number set forth on the signature pages
attached hereto on a day that is not a business day or later than 5:00 p.m. (New
York  time)  on any business day, (c) the second business day following the date
of  mailing, if sent by U.S. nationally recognized overnight courier service, or
(d)  upon  actual  receipt  by  the  party to whom such notice is required to be
given.  The address for such notices and communications shall be as set forth on
the  signature  pages  attached  hereto.

     (f)    Successors and Assigns. This Agreement shall inure to the benefit of
            -----------------------
and be binding upon the successors and permitted assigns of each of the parties.

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

     (h)   Governing Law. This Agreement shall be governed by and interpreted in
           -------------
accordance  with  the  laws  of  the state of New York.

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

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

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

     7.     Rule 144 Reporting.  With a view to making available the benefits of
            ------------------
certain rules and regulations of the Commission which may at any time permit the
sale  of  the  Registrable Securities to the public without registration, at all
times  the  Company  agrees  to  use  commercially  reasonable  efforts  to:

     (a)  make  and  keep  public  information  available,  as  those  terms are
understood  and  defined  in  Rule  144  under  the  Securities  Act;

     (b)  file  with  the  Commission  in  a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act;
and

     (c)  furnish  to  each Holder forthwith upon request a written statement by
the  Company  as  to its compliance with the reporting requirements of such Rule
144  and  of  the Securities Act and the Exchange Act, a copy of the most recent
annual  or quarterly report of the Company, and such other reports and documents
so filed by the Company as such Holder may reasonably request in availing itself
of  any  rule  or  regulation of the Commission allowing such holder to sell any
Registrable  Securities  without  registration.

<PAGE>

IN  WITNESS  WHEREOF,  the  parties  hereto have caused this Registration Rights
Agreement  to  be duly executed by their respective authorized signatories as of
the  date  first  indicated  above.

                              SIMPLAGENE USA, INC.

By   Paul A. Roman
Its  President and CEO


                            CRUSADER SECURITIES, LLC

By   Blair A West
Its  Managing Director


Address:
Crusader  Securities,  LLC
67  Hampton  Road
Suite  7
Southampton,  New  York  11968
631-702-2900
631-702-2911  (f)

<PAGE>

                                     ANNEX A
                              SIMPLAGENE USA, INC.
                 SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

   The undersigned beneficial owner of common stock, $0.001 par value per share
(the "Common Stock"), of SimplaGene USA, Inc. (the "Company"), (the "Registrable
      ------------                                  -------          -----------
 Securities") understands that the Company has filed or intends to file with the
  ----------
  Securities and Exchange Commission (the "Commission") a registration statement
                                           ----------
    on Form SB-2 or other available form (the "Registration Statement") for the
                                               ----------------------
registration and resale under Rule 415 of the Securities Act of 1933, as amended
   (the "Securities Act"), of the Registrable Securities, in accordance with the
         --------------
     terms of the Registration Rights Agreement dated as of July 14, 2006 (the
  "Registration Rights Agreement"), between the Company and Crusader.  A copy of
        ------------------------
 the Registration Rights Agreement is available from the Company upon request at
the address set forth below.  All capitalized terms not otherwise defined herein
 shall have the meanings ascribed thereto in the Registration Rights Agreement.
Certain legal consequences arise from being named as a selling securityholder in
the Registration Statement and the related prospectus.  Accordingly, holders and
   beneficial owners of Registrable Securities are advised to consult their own
   securities law counsel regarding the consequences of being named or not being
 named as a selling securityholder in the Registration Statement and the related
                                   prospectus.

                                     NOTICE

  The undersigned beneficial owner (the "Selling Securityholder") of Registrable
                                         ----------------------
  Securities hereby elects to include the Registrable Securities owned by it and
   listed below in Item 3 (unless otherwise specified under such Item 3) in the
                             Registration Statement.

<PAGE>

   The undersigned hereby provides the following information to the Company and
           represents and warrants that such information is accurate:

                                  QUESTIONNAIRE
1.     NAME.
     (a)     Full  Legal  Name  of  Selling  Securityholder



     (b)     Full Legal Name of Registered Holder (if not the same as (a) above)
through  which  Registrable  Securities  Listed  in  Item  3  below  are  held:



     (c)     Full  Legal  Name  of Natural Control Person (which means a natural
person  who  directly  you  indirectly alone or with others has power to vote or
dispose  of  the  securities  covered  by  the  questionnaire):



2.  ADDRESS  FOR  NOTICES  TO  SELLING  SECURITYHOLDER:



Telephone:
----------
Fax:
Contact  Person:


3.  BENEFICIAL  OWNERSHIP  OF  REGISTRABLE  SECURITIES:
     (a)     Type and Principal Amount of Registrable Securities (the securities
you  are  entitled to sell under the Registration Rights Agreement) beneficially
owned:






4.  BROKER-DEALER  STATUS:
     (a)     Are  you  a  broker-dealer?
     Yes     No
     Note:     If  yes,  the Commission's staff has indicated that you should be
identified  as  an  underwriter  in  the  Registration  Statement.
     (b)     Are  you  an  affiliate  of  a  broker-dealer?
     Yes     No
     (c)     If you are an affiliate of a broker-dealer, do you certify that you
obtained  the  Registrable Securities in the ordinary course of business, and at
the  time  you  obtained the the Registrable Securities to be resold, you had no
agreements  or  understandings,  directly  or  indirectly,  with  any  person to
distribute  the  Registrable  Securities?
     Yes     No
     Note:     If  no,  the  Commission's staff has indicated that you should be
identified  as  an  underwriter  in  the  Registration  Statement.

5.  BENEFICIAL OWNERSHIP OF OTHER SECURITIES OF THE COMPANY OWNED BY THE SELLING
SECURITYHOLDER.
 Except as set forth below in this Item 5, the undersigned is not the beneficial
 or registered owner of any securities of the Company other than the Registrable
                       Securities listed above in Item 3.
     (a)     Type  and  Amount  of  Other  Securities  beneficially owned by the
Selling  Securityholder  (other  than  the  securities listed in Item 3, above):







<PAGE>

6.  RELATIONSHIPS  WITH  THE  COMPANY:

   Except as set forth below, neither the undersigned nor any of its affiliates,
   officers, directors or principal equity holders (owners of 5% of more of the
equity securities of the undersigned) has held any position or office or has had
     any other material relationship with the Company (or its predecessors or
                    affiliates) during the past three years.

     State  any  exceptions  here:




   The undersigned agrees to promptly notify the Company of any inaccuracies or
changes in the information provided herein that may occur subsequent to the date
     hereof at any time while the Registration Statement remains effective.
 By signing below, the undersigned consents to the disclosure of the information
  contained herein in its answers to Items 1 through 6 and the inclusion of such
    information in the Registration Statement and the related prospectus.  The
undersigned understands that such information will be relied upon by the Company
   in connection with the preparation or amendment of the Registration Statement
  and the related prospectus.  The undersigned further understands and agrees to
   promptly provide to the Company such other information as may be requested by
      the Company as necessary for inclusion in the Registration Statement.
   IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
                             duly authorized agent.

Dated:  July  14,  2006          Beneficial  Owner:  Crusader  Securities,  LLC

   /s/Blair A. West
   ----------------
          Signature

   PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND
            RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO THE COMPANY AT:

                        NEW COLORADO PRIME HOLDINGS, INC.
                             500 BI-COUNTY BOULEVARD
                                    SUITE 400
                           FARMINGDALE, NEW YORK 11735