ex10.13



REGISTRATION RIGHTS AGREEMENT


            This
Registration Rights Agreement (this "Agreement") is made and
entered into as of November ___, 2002 (the "Effective Date"), by
and between Nextgen Communications Corporation, a Delaware corporation (the "Company"),
the undersigned investor in the Company ("Investor"), and any
Permitted Transferee (as defined in Section 8) that executes a counterpart to
this Agreement.


            WHEREAS,
the Company and Investor are parties to that certain Subscription Agreement (so
called herein) of even date herewith. In order to induce Investor to enter into
the Subscription Agreement, the Company has agreed to provide Investor with the
registration rights set forth in this Agreement; and 


          WHEREAS,
Investor has acquired, under the terms and conditions set forth in the
Subscription Agreement, ___________ shares (the "Investor Shares")
of the common stock, $.001 par value, of the Company (the "Common Stock").



            NOW,
THEREFORE, in consideration of the foregoing premise and the mutual undertakings
and covenants made herein, and for such other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties to
this Agreement hereby agree as follows: 


          
1.       Demand Registrations.




(a) Requests for Registration. At any time
after the Effective Date, Investor (or a Permitted Transferee) may, in
accordance herewith, request registration under the Securities Act (as defined
in Section 9) of all or any portion of his Registrable Securities (as defined
in Section 9) on Form S-1 or any similar long-form registration ("Long-Form
Registrations"), or on Form S-2 or S-3 (including pursuant to Rule 415
under the Securities Act) or any similar short-form registration ("Short-Form
Registrations"), if available. All registrations requested pursuant to
this Section 1(a) are referred to herein as "Demand Registrations."
Each request for a Demand Registration shall specify the approximate number of
Registrable Securities requested to be registered and the anticipated per share
price range for such offering. 




(b) Long-Form
Registrations. Each holder of Registrable Securities shall be entitled to
request one Long-Form Registration in which the Company shall pay all
Registration Expenses (as defined in Section 5). A registration shall not count
as one of the permitted Long-Form Registrations until it has become effective.
If the requesting holder is unable to register and sell at least 90% of his
Registrable Securities requested to be included in the first Long-Form Registration
requested by him, he shall be entitled to a second Long-Form Registration,
provided that such second Long-Form Registration may not be requested within
six months of the effectiveness of the most recent Long-Form Registration
requested by he or any other holder of Registrable Securities. The Company
shall pay all Registration Expenses in connection with any registration
initiated as a Company-paid Long-Form Registration whether or not it has become
effective and whether or not such registration has counted as one of the
permitted Company-paid Long-Form Registrations. All Long-Form Registrations
shall be underwritten registrations.




(c) Short-Form
Registrations. In addition to the Long-Form Registrations provided pursuant
to Section 1(b), each holder of Registrable Securities shall be entitled to
request an unlimited number of Short-Form Registrations in which the Company
shall pay all Registration Expenses, provided that the aggregate gross proceeds
to be received by the requesting holder, holders of Registrable Securities, or
other securities exercising their "piggyback" rights granted by the Company
either herein or elsewhere in any such requested Short-Form Registration must
exceed $5,000,000. Demand Registrations shall be Short-Form Registrations whenever
the Company is permitted to use any applicable short form. The Company shall
use its best efforts to make Short-Form Registrations on Form S-3 available for
the sale of the Registrable Securities. If the Company, pursuant to the request
of any holder of Registrable Securities, is qualified to and has filed with the
Securities Exchange Commission a registration statement under the Securities
Act on Form S-3 pursuant to Rule 415 under the Securities Act (the "Required
Registration"), then the Company shall use its best efforts to cause
the Required Registration to be declared effective under the Securities Act as
soon as practicable after filing, and, once effective, the Company shall cause
such Required Registration to remain effective for a period ending on the
earlier of (i) the date on which all Registrable




 




 










 




Securities have been sold
pursuant to the Required Registration, or (ii) if the Registrable Securities
are held by an affiliate of the Company, the date as of which all Registrable
Securities could be sold within a ninety-day period under Rule 144 of the
Securities Act, or (B) if the Registrable Securities are held by a
non-affiliate of the Company, the date as of which all restrictive legends on
the share certificates representing the Registrable Securities could be removed
under Rule 144(k) of the Securities Act. 




(d) Priority on Demand
Registrations. The Company shall not include in any Demand Registration any
securities issued after the date hereof that are not Registrable Securities
without the prior written consent of the holders of a majority of the
Registrable Securities included in such registration, such consent not to be
unreasonably withheld. If a Demand Registration is an underwritten offering and
the managing underwriters advise the Company in writing that, in their opinion,
the number of Registrable Securities and, if permitted hereunder, other
securities requested to be included in such offering exceeds the number of
securities, which can be sold in an orderly manner in such offering within a
price range acceptable to the requesting holder, then the Company shall include
in such registration, the Registrable Securities and other securities requested
to be included in such registration, pro rata, among the holders of such
Registrable Securities and the holders of the other securities, on the basis of
the number of shares owned by each such holder. 




(e) Restrictions on
Demand Registrations. The Company shall not be obligated to effect any
Demand Registration unless holders of at least 200,000 shares of Registrable
Securities have requested such Demand Registration. The Company shall not be
obligated to effect any Demand Registration within 120 days after the effective
date of a previous Demand Registration or a previous registration in which the
holders of Registrable Securities were given piggyback rights pursuant to
Section 2 and in which the reduction, if any, in the number of Registrable
Securities requested to be included therein was not greater than 25%. The
Company may postpone for up to 180 days the filing or the effectiveness of a
registration statement for a Demand Registration if the Company, in good faith,
concludes that such Demand Registration would reasonably be expected to have a
material adverse effect on any proposal or plan by the Company or any of its
Subsidiaries to acquire financing, engage in any acquisition of assets (other
than in the ordinary course of business), or engage in any merger,
consolidation, tender offer, reorganization, or similar transaction; provided
that, in such event, the requesting holder shall be entitled to withdraw such
request and the Company shall pay all Registration Expenses in connection with
such registration. The Company may delay a Demand Registration hereunder only
once in any calendar year.




(f) Selection of
Underwriters. The Company shall have the right to select the investment
banker(s) and manager(s) to administer the offering, subject to the consent of
Investor, which consent shall not be unreasonably withheld.


            
2.       Piggyback Registrations.




(a) Right to Piggyback.
Whenever the Company proposes to register any of its securities (including any
proposed registration of the Company's securities by any third party) under the
Securities Act (other than in connection with registrations on form S-4, S-8 or
any successor or similar forms) and the registration form to be used may be
used for the registration of Registrable Securities, the Company shall give
prompt written notice (and in any event within ten business days after its
receipt of notice of any exercise of demand registration rights pursuant to
this or any other Agreement) to the holders of Registrable Securities of its
intention to effect such a registration, and shall include in such registration
all Registrable Securities with respect to which the Company has received
written requests for inclusion therein (a "Piggyback Registration"),
within 15 days after the receipt of the Company's notice. 




(b) Piggyback Expenses.
The Registration Expenses of the holders of the Registrable Securities shall be
paid by the Company in all Piggyback Registrations. 




(c) Priority on Primary
Registrations. If a Piggyback Registration is an underwritten primary
registration on behalf of the Company, and the managing underwriters advise the
Company in writing that, in their opinion, the number of securities requested
to be included in such registration exceeds the number which can be sold in an
orderly manner in such offering within a price range acceptable to the Company,
then the Company shall include in such registration (i) first, the securities
the Company proposes to sell, and (ii) second, the Registrable Securities and
the other securities requested to be included in such registration, pro rata,
among the holders of such Registrable Securities and the holders of the other
securities, on the basis of the number of shares owned by each such holder. 




 




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(d) Priority on
Secondary Registrations. If a Piggyback Registration is an underwritten
secondary registration on behalf of holders of the Company's securities other
than the holders of the Registrable Securities (it being understood that
secondary registrations on behalf of holders of Registrable Securities are
addressed in Section 1 above rather than this Section 2(d)), and the managing
underwriters advise the Company in writing that, in their opinion, the number
of securities requested to be included in such registration exceeds the number
which can be sold in an orderly manner in such offering within a price range
acceptable any requesting holder of the Registrable Securities, then the
Company shall include in such registration (i) first, the securities requested
to be included therein by the holders requesting such registration and (ii)
second, the Registrable Securities requested to be included in such
registration by the holders of the Registrable Securities and the other
securities requested to be included in such registration, pro rata, on the
basis of the number of shares owned by each such holder. 




(e) Selection of
Underwriters. The Company shall have the right to select the investment
banker(s) and manager(s) to administer the offering. 




3. Holdback Agreements.
The Company (i) shall not effect any public sale or distribution of its equity
securities, or any securities, options, or rights convertible into or
exchangeable or exercisable for such securities, during the seven days prior to
and during the 180-day period beginning on the effective date of any
underwritten Demand Registration or any underwritten Piggyback Registration
(except as part of such underwritten registration or pursuant to registrations
on Form S-4 or Form S-8 or any successor form), unless the underwriters
managing the registered public offering otherwise agree, and (ii) to the extent
not inconsistent with applicable law, shall cause each holder of its equity
securities, or any securities convertible into or exchangeable or exercisable
for equity securities, purchased from the Company at any time after the date of
this Agreement (other than in a registered public offering) to agree not to
effect any public sale or distribution (including sales pursuant to Rule 144)
of any such securities during such period (except as part of such underwritten
registration, if otherwise permitted), unless the underwriters managing the
registered public offering otherwise agree.




4. Registration
Procedures. Whenever a holder of Registrable Securities has requested that
any Registrable Securities be registered pursuant to this Agreement, the
Company shall use its best efforts to effect the registration and the sale of
such Registrable Securities in accordance with the intended method of
disposition thereof, and pursuant thereto, the Company shall, as expeditiously
as possible: 




(a) prepare and, within 60
days after the end of the period within which requests for registration may be
given to the Company (provided that the Company shall have an extension for any
delay caused solely by any holder of Registrable Securities or his
representatives or counsel), file with the Securities and Exchange Commission a
registration statement with respect to such Registrable Securities and use its
best efforts to cause such registration statement to become effective (provided
that, before filing a registration statement or prospectus or any amendments or
supplements thereto, the Company shall furnish to counsel for each holder of
Registrable Securities to be included in such registration copies of all such
documents proposed to be filed, which documents shall be subject to the review
and comment of counsel for same);




(b) notify in writing each
holder of Registrable Securities of the effectiveness of each registration
statement filed hereunder and prepare and file with the Securities and Exchange
Commission such amendments and supplements to such registration statement and
the prospectus used in connection therewith as may be necessary to keep such
registration statement effective for a period of not less than 180 days (or, if
such registration statement relates to an underwritten offering, such longer
period (up to one year) as in the opinion of counsel for the underwriters a
prospectus is required by law to be delivered in connection with sales of
Registrable Securities by an underwriter or dealer) and comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the sellers thereof set
forth in such registration statement; 





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(c) furnish to each seller
of Registrable Securities such number of copies of such registration statement,
each amendment and supplement thereto, the prospectus included in such
registration statement (including each preliminary prospectus), and such other
documents as such seller may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by such seller; 




(d) use its best efforts
to register or qualify such Registrable Securities under such other securities
or blue sky laws of such jurisdictions as any seller reasonably requests and do
any and all other acts and things which may be reasonably necessary or
advisable to enable such seller of Registrable Securities to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such
seller of Registrable Securities (provided that the Company shall not be
required to (i) qualify generally to do business in any jurisdiction where it
would not otherwise be required to qualify but for this Section 4(d), (ii)
subject itself to taxation in any such jurisdiction, or (iii) consent to
general service of process in any such jurisdiction); 




(e) promptly notify in
writing each seller of such Registrable Securities, at any time when a
prospectus relating thereto is required to be delivered under the Securities
Act, of the happening of any event as a result of which the prospectus included
in such registration statement contains an untrue statement of a material fact
or omits any fact necessary to make the statements therein not misleading in
light of the circumstances under which they were made, and, at the request of
any holder of the Registrable Securities covered by such registration
statement, the Company shall promptly prepare and furnish to each such seller a
reasonable number of copies of a supplement or amendment to such prospectus so
that, as thereafter delivered to the purchasers of such Registrable Securities,
such prospectus shall not contain an untrue statement of a material fact or
omit to state any fact necessary to make the statements therein not misleading
in light of the circumstances under which they were made; 




(f) cause all such
Registrable Securities to be listed on each securities exchange on which
similar securities issued by the Company are then listed; 




(g) make available for
inspection by any underwriter participating in any disposition pursuant to such
registration statement, and any attorney, accountant, or other agent retained
by any such underwriter, all financial and other records, pertinent corporate
documents and properties of the Company, and cause the Company's officers,
directors, employees, and independent accountants to supply all information
reasonably requested by any such underwriter, attorney, accountant, or agent in
connection with such registration statement and assist and, at the request of
any participating underwriter, use reasonable best efforts to cause such
officers or directors to participate in presentations to prospective
purchasers; 




(h) in the event of the issuance of any stop order
suspending the effectiveness of a registration statement, or of any order
suspending or preventing the use of any related prospectus or suspending the
qualification of any equity securities included in such registration statement
for sale in any jurisdiction, the Company shall use its best efforts promptly
to obtain the withdrawal of such order; 




(i) use its best efforts
to cause such Registrable Securities covered by such registration statement to
be registered with or approved by such other non-foreign governmental agencies
or authorities as may be necessary to enable the sellers thereof to consummate
the disposition of such Registrable Securities; 




(j) obtain one or more
cold comfort letters, dated the effective date of such registration statement
(and, if such registration includes an underwritten public offering, dated the
date of the closing under the underwriting agreement), from the Company's
independent public accountants in customary form and covering such matters of
the type customarily covered by cold comfort letters as the holders of a
majority of the Registrable Securities being sold in such registered offering
reasonably request (provided that such Registrable Securities constitute at
least 30% of the securities covered by such registration statement); and 




(k) provide a legal
opinion of the Company's outside counsel, dated the effective date of such
registration statement (or, if such registration includes an underwritten
public offering, dated the date of the closing under the underwriting
agreement), with respect to the registration statement, each amendment and
supplement thereto, the prospectus included therein (including the preliminary
prospectus) and such other documents relating thereto in customary form and
covering such matters of the type customarily covered by legal opinions of such
nature. 


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5.       Registration Expenses.




(a) Subject to Section
5(b) below, all expenses incident to the Company's performance of or compliance
with this Agreement, including all registration and filing fees, fees and expenses
of compliance with securities or blue sky laws, printing expenses, travel
expenses, filing expenses, messenger and delivery expenses, fees and
disbursements of custodians, and fees and disbursements of counsel for the
Company, and fees and disbursements of all independent certified public
accountants, underwriters including, if necessary, a "qualified independent
underwriter" within the meaning of the rules of the National Association of
Securities Dealers, Inc. (in each case, excluding discounts and commissions),
and other Persons (as defined in Section 9) retained by the Company or by
holders of Registrable Securities or their affiliates on behalf of the Company
(all such expenses being herein called "Registration Expenses"),
shall be borne as provided in this Agreement, except that the Company shall, in
any event, pay its internal expenses (including all salaries and expenses of
its officers and employees performing legal or accounting duties), the expense
of any annual audit or quarterly review, the expense of any liability
insurance, and the expenses and fees for listing the securities to be
registered on each securities exchange on which similar securities issued by
the Company are then listed or on the NASD automated quotation system (or any
successor or similar system). 




(b) In connection with
each Demand Registration and each Piggyback Registration, the holders of
Registrable Securities included in such registration shall be responsible for
all fees and disbursements of any counsel employed by same. 




(c) To the extent
Registration Expenses are not required to be paid by the Company, each holder
of securities included in any registration hereunder shall pay those
Registration Expenses allocable to the registration of such holder's securities
so included, and any Registration Expenses not so allocable shall be borne by
all sellers of securities included in such registration in proportion to the
aggregate selling price of the securities to be so registered. 


            6.            Indemnification.


(a) The Company agrees
to indemnify and hold harmless, to the fullest extent permitted by law, each
holder of Registrable Securities, its officers, directors, agents, and
employees, and each Person who controls such holder (within the meaning of the
Securities Act) against all losses, claims, damages, liabilities, and expenses
(or actions or proceedings, whether commenced or threatened, in respect
thereof), whether joint and several or several, together with reasonable costs
and expenses (including reasonable attorney's fees) to which any such
indemnified party may become subject under the Securities Act or otherwise
(collectively, "Losses") caused by, resulting from, arising out
of, based upon, or relating to any untrue or alleged untrue statement of
material fact contained in (i) (A) any registration statement, prospectus or
preliminary prospectus, or any amendment thereof or supplement thereto or (B)
any application or other document or communication (in this Section 6,
collectively called an "application") executed by or on behalf of the Company
or based upon written information furnished by or on behalf of the Company
filed in any jurisdiction in order to qualify any securities covered by such
registration under the "blue sky" or securities laws thereof or (ii) any
omission or alleged omission of a material fact required to be stated therein
or necessary to make the statements therein not misleading, and the Company
will reimburse such holder and each such director, officer, and controlling
Person for any legal or any other expenses incurred by them in connection with
investigating or defending any such Losses; provided that the Company shall not
be liable in any such case to the extent that any such Losses result from,
arise out of, are based upon, or relate to an untrue statement or alleged
untrue statement, or omission or alleged omission, made in such registration
statement, any such prospectus, or preliminary prospectus or any amendment or
supplement thereto, or in any application, in reliance upon, and in conformity
with, any information furnished to the Company by any holder for use therein or
by such holder's failure to deliver a copy of the registration statement or
prospectus or any amendments or supplements thereto after the Company has
furnished such holder with a sufficient number of copies of the same.  


 


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(b) In connection with any
registration statement in which a holder of Registrable Securities is
participating, each such holder will furnish to the Company in writing such
information and affidavits as the Company reasonably requests for use in
connection with any such registration statement or prospectus and, to the
fullest extent permitted by law, shall severally and not jointly indemnify and
hold harmless the other holders of Registrable Securities and the Company, and
their respective officers, directors, agents, and employees, and each other
Person who controls the Company (within the meaning of the Securities Act)
against any Losses caused by, resulting from, arising out of, based upon, or
relating to (i) any untrue or alleged untrue statement of material fact
contained in the registration statement, prospectus or preliminary prospectus,
or any amendment thereof or supplement thereto or in any application, or (ii)
any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading, but only to
the extent that such untrue statement or omission is made, or used to make an
untrue statement or omission, in such registration statement, any such prospectus
or preliminary prospectus or any amendment or supplement thereto, or in any
application in reliance upon and in conformity with information prepared and
furnished to the Company by such holder expressly for use therein, and such
holder will reimburse the Company and each such other indemnified party for any
legal or any other expenses incurred by them in connection with investigating
or defending any such Losses; provided that the obligation to indemnify will be
individual, not joint and several, for each holder.




            (c)
Any Person entitled to indemnification hereunder will (i) give prompt written
notice to the indemnifying party of any claim with respect to which it seeks
indemnification (provided that the failure to give prompt notice shall not
impair any Person's right to indemnification hereunder to the extent such
failure has not prejudiced the indemnifying party) and (ii) unless in such
indemnified party's reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist with respect to such claim,
permit such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party. If such defense is assumed,
then the indemnifying party will not be subject to any liability for any
settlement made by the indemnified party without its consent (but such consent
will not be unreasonably withheld). An indemnifying party who is not entitled
to, or elects not to, assume the defense of a claim will not be obligated to
pay the fees and expenses of more than one counsel for all parties indemnified
by such indemnifying party with respect to such claim, unless in the reasonable
judgment of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to
such claim. 


(d) The indemnification
provided for under this Agreement shall be in addition to any other rights to
indemnification or contribution which any indemnified party may have pursuant
to law or contract, and will remain in full force and effect regardless of any
investigation made or omitted by or on behalf of the indemnified party or any
officer, director, or controlling Person of such indemnified party and shall
survive the transfer of securities.




 

           7.             Participation in
Underwritten Registrations.




(a) No Person may
participate in any underwritten registration hereunder unless such Person (i)
agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Person or Persons entitled hereunder
to approve such arrangements (including pursuant to the terms of any
over-allotment or "green shoe" option requested by the managing underwriter(s),
provided that no holder of Registrable Securities will be required to sell more
than the number of Registrable Securities that such holder has requested the
Company to include in any registration) and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements, and
other documents reasonably required under the terms of such underwriting
arrangements; provided that no holder of Registrable Securities included in any
underwritten registration shall be required to make any representations or
warranties to the Company or the underwriters (other than representations and
warranties regarding such holder and such holder's intended method of
distribution) or to undertake any indemnification obligations to the Company or
the underwriters with respect thereto, except as otherwise provided in Section
6 hereof. 




(b) Each Person that is
participating in any registration hereunder agrees that, upon receipt of any
notice from the Company of the happening of any event of the kind described in
Section 4(e) above, such Person will immediately discontinue the disposition of
its Registrable Securities pursuant to the registration statement until such
Person's receipt of the copies of a supplemented or amended prospectus as
contemplated by Section 4(e). In the event the Company shall give any such
notice,




 




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the applicable time period mentioned in Section 4(b) during which a
Registration Statement is to remain effective shall be extended by the number
of days during the period from and including the date of the giving of such
notice pursuant to this Section 7(b) to and including the date when each seller
of a Registrable Security covered by such registration statement shall have
received the copies of the supplemented or amended prospectus contemplated by
Section 4(e). 




          8.        
Permitted Transferees. The
rights granted hereunder which attach to the Registrable Securities shall be
assignable by Investor, and provided each such assignee (each, a "Permitted
Transferee") becomes a party to this Agreement by executing a
counterpart signature page hereto, he shall succeed to all of the rights and
obligations of a holder of the Registrable Securities under this Agreement,
and, upon such execution, such person shall for all purposes hereof be a holder
of Registrable Securities and party to this Agreement. 


           
9.           Definitions.




(a)  "Registrable Securities" means
(i) the Investor Shares or any Common Stock issued or issuable with respect to
the Investor Shares by way of a stock dividend or stock split or in connection
with a combination of shares, recapitalization, merger, consolidation or other
reorganization; and (ii) any shares of Common Stock held by any Permitted
Transferee holding securities described in clause (i) above. As to any
particular Registrable Securities, such securities shall cease to be Registrable
Securities when they (i) have been distributed to the public pursuant to an
offering registered under the Securities Act or sold to the public through a
broker, dealer, or market maker in compliance with Rule 144 under the
Securities Act (or any similar rule then in force), (ii) have been effectively
registered under a registration statement, or (iii) have been repurchased by
the Company. 




            (b)  "Person" means a natural
person, a company or other entity, or a governmental subdivision or agency.




(c)  "Securities Act" means the
Securities Act of 1933, as amended, or any successor federal law then in force,
together with all rules and regulations promulgated thereunder. 




            10.         Miscellaneous.




(a)  No Inconsistent Agreements. The
Company shall not hereafter enter into any agreement with respect to its
securities, which is inconsistent with or violates the rights granted to the
holders of Registrable Securities in this Agreement. 




(b) Adjustments
Affecting Registrable Securities. The Company shall not take any action, or
permit any change to occur, with respect to its securities which would
adversely affect the ability of the holders of Registrable Securities to
include such Registrable Securities in a registration undertaken pursuant to this
Agreement or which would adversely affect the marketability of such Registrable
Securities in any such registration (including effecting a stock split or a
combination of shares). 




(c) Remedies. Any
Person having rights under any provision of this Agreement shall be entitled to
enforce such rights specifically to recover damages caused by reason of any
breach of any provision of this Agreement and to exercise all other rights
granted by law. The parties hereto agree and acknowledge that money damages may
not be an adequate remedy for any breach of the provisions of this Agreement
and that any party may in its sole discretion apply to any court of law or
equity of competent jurisdiction (without posting any bond or other security)
for specific performance and for other injunctive relief in order to enforce or
prevent violation of the provisions of this Agreement. Nothing contained in
this Agreement shall be construed to confer upon any Person who is not a
signatory hereto any rights or benefits, whether as a third-party beneficiary
or otherwise.  


(d) Amendments and
Waivers. Except as otherwise provided herein, no modification, amendment,
or waiver of any provision of this Agreement shall be effective against the
Company or the holders of Registrable Securities unless such modification,
amendment, or waiver is approved in writing by the Company and the holders of
at least 80% of the Registrable Securities then in existence. No failure by any
party to insist upon the strict performance of any covenant, duty, agreement,
or condition of this Agreement or to exercise any right or remedy consequent
upon a breach thereof shall constitute a waiver of any such breach or any other
covenant, duty, agreement, or condition. 




 




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(e) Successors and
Assigns. All covenants and agreements in this Agreement by or on behalf of
any of the parties hereto shall bind and inure to the benefit of the respective
successors and assigns of the parties hereto whether so expressed or not. In
addition, whether or not any express assignment has been made, the provisions
of this Agreement which are for the benefit of purchasers or holders of
Registrable Securities are also for the benefit of, and enforceable by, any
subsequent holder of Registrable Securities. Notwithstanding the foregoing, in order
to obtain the benefit of this Agreement, any subsequent holder of Registrable
Securities must execute a counterpart to this Agreement, thereby agreeing to be
bound by the terms hereof. 




(f) Severability.
Whenever possible, each provision of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be prohibited by or invalid under
applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of this
Agreement. 




(g) Counterparts.
This Agreement may be executed simultaneously in two or more counterparts,
including by facsimile signature, any one of which need not contain the
signatures of more than one party, but all such counterparts taken together
shall constitute one and the same Agreement. 




(h) Descriptive
Headings. The descriptive headings of this Agreement are inserted for
convenience only and do not constitute a substantive part of this Agreement.
Whenever required by the context, any pronoun used in this Agreement shall
include the corresponding masculine, feminine, or neuter forms, and the
singular form of nouns, pronouns, and verbs shall include the plural and vice
versa. The use of the word "including" in this Agreement shall be, in each
case, by way of example and without limitation. The use of the words "or,"
"either," and "any" shall not be exclusive. Reference to any agreement,
document, or instrument means such agreement, document, or instrument as
amended or otherwise modified from time to time in accordance with the terms
thereof, and if applicable hereof. 




(i) Governing Law.
All issues and questions concerning the construction, validity, interpretation,
and enforcement (including issues and questions concerning the relative rights
of the Company and its stockholders) of this Agreement and the exhibits and
schedules hereto shall be governed by, and construed in accordance with, the
laws of the State of Delaware, without giving effect to any choice of law or
conflict of law rules or provisions (whether of the State of Delaware or any
other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Delaware. Venue for any legal action
arising hereunder shall be exclusively in Harris County, Texas. 




(j) Notices. All
notices, demands, or other communications to be given or delivered under or by
reason of the provisions of this Agreement shall be in writing and shall be
deemed to have been given when delivered personally to the recipient, sent to
the recipient by reputable overnight courier service (charges prepaid) or
mailed to the recipient by certified or registered mail, return receipt
requested and postage prepaid. Such notices, demands, and other communications
shall be sent to each holder of Registrable Securities at the addresses
indicated on the Schedule of Holders and to the Company at the address of its
corporate headquarters or to such other address or to the attention of such
other person as the recipient party has specified by prior written notice to
the sending party. 




(k) Entire Agreement.
This Agreement, those documents expressly referred to herein and other
documents of even date herewith embody the complete agreement and understanding
among the parties and supersede and preempt any prior understandings,
agreements or representations by or among the parties, written or oral, which
may have related to the subject matter hereof in any way. 




(l) No Strict
Construction. The parties hereto have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties hereto, and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship
of any of the provisions of this Agreement.




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(m) Waiver of Right
to Jury Trial. Each Party hereto expressly waives any and all rights to a
trial by jury in any action, proceeding or counterclaim (whether based on
contract, tort, or otherwise) arising out of or relating to this Agreement or
any of the transactions contemplated hereby. 




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




COMPANY:




NEXTGEN COMMUNICATIONS CORPORATION






By:                                                                  


Name:                                                             


Title:                                                                 


 


  


 


INVESTOR:


 


                                                                        


Printed Name of Investor






                                                                       


Signature of Investor




Name of signatory (for entities only):                                         


Title (for entities only):                                                               


 


 

 

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