Unassociated Document


    REGISTRATION
      RIGHTS AGREEMENT

    


    This
      Registration Rights Agreement (the "Agreement") is made and entered into as
      of
      this 22nd
      day of
      January 2007 by and among Aultra Gold Inc. (formerly called New World
      Entertainment Corp.), a Nevada corporation (the "Company") and the "AGI
      Shareholders" named in that certain Share Exchange Agreement dated effective
      January 22nd,
      2007 by
      and among the Company, Aultra Gold Inc. (formerly called Dutch Mining (Canada)
      Ltd.) a British Columbia company, Strategic Minerals Inc. a Nevada corporation
      (a principal “AGI Shareholder”) and the other named AGI Shareholders (the "Share
      Exchange Agreement").

    


    The
      parties hereby agree as follows:

    


    1.
      Certain Definitions.

    


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

    


    "Affiliate"
      means, with respect to any person, any other person which directly or indirectly
      controls, is controlled by, or is under common control with, such
      person.

    


    "AGI
      Shareholder(s)" shall mean the shareholders identified in the Share Exchange
      Agreement and any Affiliate or permitted transferee of any shareholder who
      is a
      subsequent holder of the right to complete the said share exchange.

    


    "Business
      Day" means a day, other than a Saturday or Sunday, on which banks in Las Vegas,
      Nevada are open for the general transaction of business.

    


    "Common
      Stock" shall mean the Company's common stock, $.001 par value, and any
      securities into which such shares may hereinafter be reclassified.

    


    "Prospectus"
      shall mean the prospectus included in any Registration Statement, 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 such
      Registration Statement and by all other amendments and supplements to the
      prospectus, including post-effective amendments and all material incorporated
      by
      reference in such prospectus.

    


    "Register,"
      "registered" and "registration" refer to a registration made by preparing and
      filing a Registration Statement or similar document in compliance with the
      1933
      Act (as defined below), and the declaration or ordering of effectiveness of
      such
      Registration Statement or document.

    

      
        
           

        

        
           

          
            

          

        

        
           

          
          

        

      

"Registrable
      Securities" shall mean (i) up to 17,160,000 shares of Common Stock issuable
      in
      consideration for the Shares, the AGI Shareholders shall transfer to NWWE their
      AGI Shares ("Share Exchange" - The parties intend that this acquisition and
      exchange of shares is to be a “tax free” exchange/transaction pursuant to
      Section 368(a)(1)(b) of the Internal Revenue Code of the United States and
      S.85
      of the Income Tax Act of Canada) and (ii) any other securities issued or
      issuable with respect to or in exchange for Registrable Securities; provided,
      that, a security shall cease to be a Registrable Security upon (A) sale pursuant
      to a Registration Statement or Rule 144 under the 1933 Act, or (B) such security
      becoming eligible for sale by the Investors pursuant to Rule
      144(k).

    


    "Registration
      Statement" shall mean any registration statement of the Company filed under
      the
      1933 Act that covers the resale of any of the Registrable Securities pursuant
      to
      the provisions of this Agreement, amendments and supplements to such
      Registration Statement, including post-effective amendments, all exhibits and
      all material incorporated by reference in such Registration
      Statement.

    


    "Required
      Investors" mean the Investors holding a majority of the Registrable
      Securities.

    


    "SEC"
      means the U.S. Securities and Exchange Commission.

    


    "Shares"
      means 17,160,000 shares of Common Stock issued as prepaid interest pursuant
      to
      the terms of the Share Exchange Agreement.

    


    "1933
      Act" means the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.

    


    "1934
      Act" means the Securities Exchange Act of 1934, as amended, and the rules and
      regulations promulgated thereunder.

    


    2.
      Registration.

    


    2.1 (a)
      Registration Statement. 

    


    The
      Company shall use its best efforts to prepare and file a Registration Statement
      on a form that shall (A) be available for the sale of the Registrable Securities
      by the Investors and (B) comply as to form with the requirements of the
      applicable form on which such Registration Statement is filed and include all
      financial statements required by the SEC to be filed therewith ("REGISTRATION
      STATEMENT") with the SEC within one hundred twenty (120) days of the Closing
      Date to provide for the offer and sale of the Registrable Securities and shall
      use its best efforts to cause the Registration Statement to become effective
      under the Act no later than the earlier of (i) two hundred and forty (240)
      days
      after the Closing Date and (ii) the sixth (6th) business day following the
      date
      on which the Company is notified by the SEC that such Registration Statement
      will not be reviewed or is no longer subject to further review and comments;
      provided, however, that if
      the
      SEC determines to perform a full review of the Registration Statement, such
      two
      hundred and forty (240) day period shall be extended to two hundred and seventy
      (270) days ("EFFECTIVE DATE"). The Registration Statement filed pursuant to
      this
      Section 2.1(a) may, at the Company's discretion and with the consent of the
      Required Investors include securities of the Company other than the Registrable
      Securities.


    
      
         

         

      

      
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    2.2
      Piggyback Registration.

    


    (a)
       From
      and
      after the Closing Date and until such time as the Registrable Securities are
      freely saleable under Rule 144(k) without volume limitations, if the Company
      shall determine to proceed with the preparation and filing of a Registration
      Statement in connection with the proposed offer and sale of any of its
      securities by it or any of its security holders (other than a registration
      statement on Form S-4, S-8, any successor form thereto or other limited purpose
      form), the Company will give written notice of its determination to all record
      Investors of the Registrable Securities at least twenty (20) days prior to
      filing. Upon receipt of a written request from any such Holder within twenty
      (20) days after receipt of any such notice from the Company, the Company will,
      except as herein provided, cause all the Registrable Securities owned by such
      Investors to be included in such Registration Statement in order to permit
      the
      sale or other disposition by the prospective seller or sellers of the
      Registrable Securities to be so registered. If any registration pursuant to
      this
      Section 2.2 shall be underwritten in whole or in part, the Company shall cause
      the Registrable Securities requested for inclusion pursuant to this Section
      2.2
      to be included in the underwriting on the same terms and conditions as the
      securities otherwise being sold through the underwriters, except to the extent
      provided in Section 2.2(b) below. In such event the right of any Holder to
      registration shall be conditioned upon such underwriting and the inclusion
      of
      such Holder's Registrable Securities in such underwriting to the extent provided
      in Section 2.2(b) below. All Investors proposing to distribute their securities
      through such underwriting shall (together with the Company and the other
      investors distributing their securities through such underwriting) enter into
      an
      underwriting agreement with the underwriters' representative for such offering;
      provided that such holders shall have no right to participate in the selection
      of the underwriters for an offering pursuant to this Section 2.2(a). The
      obligation of the Company under this Section 2.2 shall be unlimited as to the
      number of Registration Statements to which it applies. Notwithstanding the
      foregoing, to the extent that all Registrable Securities are registered on
      an
      effective Registration Statement on Form SB-2, the Company shall not be required
      to provide notice to Investors of the preparation and filing of a registration
      statement in connection with the proposed non-underwritten offer and sale of
      any
      of its securities and the Investors shall not be entitled to include any
      Registrable Securities on such registration statement.

     

    (b)
      In
      connection with an underwritten public offering for the account of the Company,
      if, in the opinion of the underwriters' representative market factors
      (including, without limitation, the aggregate number of shares of Common Stock
      requested to be registered, the general condition of the market, and the status
      of the persons proposing to sell securities pursuant to the registration)
      require a limitation of the number of shares to be underwritten, the
      underwriters' representative may exclude some or all Registrable Securities
      from
      such registration and underwriting and the Company shall be obligated to include
      in such Registration Statement only such limited portion of the Registrable
      Securities with respect to which the Investors have requested inclusion
      hereunder as the underwriters shall permit. Any exclusion of Registrable
      Securities shall be made pro rata among the Investors seeking to include
      Registrable Securities, in proportion to the number of Registrable Securities
      sought to be included by such holder; provided, however, that the Company shall
      not exclude any Registrable Securities unless the Company has first excluded
      all
      outstanding securities, the investors of which are not contractually entitled
      to
      inclusion of such securities in such Registration Statement or are not
      contractually 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 right to include such
      securities in the Registration Statement. No Registrable Securities excluded
      from the underwriting by reason of this Section 2.2(b) shall be included in
      such
      Registration Statement.


    
      
         

         

      

      
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    3.1
       Registration
      Procedures. 

    


    If
      and
      whenever the Company is required by the provisions of Sections 2.1 or 2.2 to
      effect the registration of Registrable Securities under the Securities Act,
      the
      Company will:

    


    (a)
      use
      its best efforts to cause such a Registration Statement to become and remain
      effective for a period of two (2) years; provided, however, that any
      Registration Statement filed pursuant to Section 2.2 may be kept effective
      for
      such lesser period of time until which all Registrable Securities included
      thereunder are freely saleable (without restriction, except with regard to
      Registrable Securities held by persons deemed to be "affiliates" of the Company)
      or have been disposed of pursuant to a registration statement or all transfer
      restrictions or legends have otherwise been removed;

    


    (b)
      prepare and file with the SEC such amendments to such Registration Statement
      and
      supplements to the prospectus contained therein as may be necessary to keep
      such
      Registration Statement effective for the period of time described in paragraph
      (a) above;

    (c)
      furnish to the Investors participating in such registration such reasonable
      number of copies of such Registration Statement, preliminary prospectus, final
      prospectus and such other documents as such underwriters or selling shareholders
      may reasonably request in order to facilitate the public offering of such
      securities;

    


    (d)
      use
      its best efforts to register or qualify the securities covered by the
      Registration Statement under such state securities or blue sky laws of such
      jurisdictions as such participating Investors may reasonably request in writing
      within twenty (20) days following the original filing of such Registration
      Statement, except that the Company shall not for any purpose be required to
      execute a general consent to service of process or to qualify to do business
      as
      a foreign corporation in any jurisdiction wherein it is not so
      qualified;


    
      
         

         

      

      
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    (e)
      in
      the event that a registration involves an underwritten offering, enter into
      and
      perform its obligations under an underwriting agreement, in usual and customary
      form, including, without limitation, customary indemnification and contribution
      obligations, with the managing underwriter or such offering;

    


    (f)
      notify the Investors participating in such registration, promptly, and in no
      event later than two (2) business days after, the Registration Statement has
      become effective or a supplement to any prospectus forming a part of the
      Registration Statement has been filed;

    


    (g)
      notify such Investors promptly of any request by the SEC for the amending or
      supplementing the Registration Statement or prospectus or for additional
      information;

     

    (h)
      notify such Investors promptly of the Company's reasonable determination that
      a
      post-effective amendment to a Registration Statement or prospectus would be
      appropriate;

    


    (i)
      prepare and file with the SEC, promptly upon the request of any such Investors,
      any amendments or supplements to the Registration Statement or prospectus which,
      in the opinion of counsel for such Investors (and concurred in by counsel for
      the Company), is required under the Securities Act or the rules and regulations
      thereunder in connection with the distribution of the Registrable
      Securities;

    


    (j)
      prepare and promptly file with the SEC and promptly notify such Investors of
      the
      filing of such amendment or supplement to the Registration Statement or
      prospectus as may be necessary to correct any statements or omissions if, at
      the
      time when a prospectus relating to such securities is required to be delivered
      under the Securities Act, any event shall have occurred as the result of which
      any such prospectus or any other prospectus as then in effect would include
      an
      untrue statement of a material fact or omit to state any material fact necessary
      to make the statements therein, in the light of the circumstances in which
      they
      were made, not misleading;

    


    (k)
      advise such Investors, promptly after it shall receive notice or obtain
      knowledge thereof, of the issuance of any stop order by the SEC suspending
      the
      effectiveness of the Registration Statement or the initiation or threatening
      of
      any proceeding for that purpose and promptly use its best efforts to prevent
      the
      issuance of any stop order or to obtain its withdrawal if such stop order should
      be issued;

    


    (l)
      at
      the request of Investors of a majority of the Registrable Securities included
      in
      the Registration Statement, furnish to the underwriters or selling shareholders
      on the date that the Registrable Securities are delivered to underwriters for
      sale in connection with a registration pursuant to this Agreement (i) an
      opinion, dated such date, of the counsel representing the Company for the
      purposes of such registration, in form and substance as is customarily given
      to
      underwriters in an underwritten public offering, addressed to the underwriters
      and (ii) a letter dated such date, from the independent certified accountants
      of
      the Company, in form an substance as is customarily given by independent
      certified public accountants to underwriters in an underwritten public offering,
      addressed to the underwriters;


    
      
         

         

      

      
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    (m)
      make
      available for inspection by any underwriters participating in an offering
      covering Registrable Securities, and the counsel, accountants or other agents
      retained by any such underwriter, all pertinent financial and other records,
      corporate documents, and properties of the Company, and cause the Company's
      officers, directors and employees to supply all information reasonably requested
      by any such underwriters in connection with such offering;

    


    (n)
      to
      the extent the Registration Statement is not filed on Form SB-2, convert such
      Registration Statement to Form SB-2 as soon as reasonably practicable following
      the Company becoming eligible to register securities on Form SB-2;

     

    (o)
      if
      the Common Stock is then listed on a national securities exchange, cause the
      Registrable Securities to be listed on such exchange, or if reported on NASDAQ,
      to be reported on NASDAQ;

    


    (p)
      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 in which Registrable Securities are included; and

    


    (q)
      comply with all applicable rules and regulations of the Commission and make
      generally available to its security holders earning statements satisfying the
      provisions of Section 11(a) of the Securities Act and Rule 158 thereunder no
      later than forty five (45) days after the end of any twelve (12) month period
      (or ninety (90) days after the end of any twelve (12) month period if such
      period is a fiscal year) commencing on the first day of the first fiscal quarter
      of the Company, after the effective date of the Shelf Registration Statement,
      which statements shall cover said twelve (12) month period.

    


    3.2
      Expenses. 

    


    With
      respect to each inclusion of Registrable Securities in a Registration Statement
      pursuant to Sections 2.1 and 2.2 hereof, the fees, costs and expenses of
      registration to be borne by the Company shall include, all registration, filing,
      and NASD fees; printing expenses, fees and disbursements of counsel and
      accountants for the Company; all legal fees and disbursements and other expenses
      of complying with state securities or blue sky laws of any jurisdictions in
      which the securities to be offered are to be registered and qualified. Fees
      and
      disbursements of counsel and accountants for the selling security Investors
      shall be borne by the selling security Investors, and security Investors
      participating in such registration shall bear their pro rata share of the
      underwriting discounts and commissions and transfer taxes. If NASD Rule 2710
      or
      any similar rule requires any broker-dealer to make a filing prior to executing
      a sale of Registrable Securities, the Company shall make an Issuer Filing with
      the NASD Corporate Financing Department pursuant to NASD Rule 2710 and respond
      within five (5) business days to any comments received from the NASD in
      connection therewith.

    


    4.
      Certain Obligations of Investors


    
      
         

         

      

      
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    (a)
      Each
      Holder agrees that, upon receipt of any notice from the Company of the happening
      of (i) any event of the kind described in 3.1(g), 3.1(h), 3.1(i), 3.1(j) or
      3.1(k) hereof, or (ii) a determination by the Company's Board of Directors
      that
      it is advisable to suspend use of the prospectus for a discrete period of time
      due to pending corporate developments such as negotiation of a material
      transaction which the Company, in its sole discretion after consultation with
      legal counsel, determines it would be obligated to disclose in the Shelf
      Registration Statement, which disclosure the Company believes would be premature
      or otherwise inadvisable at such time or would have a material adverse effect
      on
      the Company and its stockholders, such Holder will forthwith discontinue
      disposition of such Registrable Securities covered by the Shelf Registration
      Statement or prospectus until such Holder's receipt of the copies of the
      supplemented or amended prospectus contemplated by Section 3.1 hereof, or until
      such Holder is advised in writing by the Company that the use of the applicable
      prospectus may be resumed, and has received copies of any additional or
      supplemental filings that are incorporated or deemed to be incorporated by
      reference in such prospectus. The period of time in which the use of a
      prospectus or Shelf Registration Statement is so suspended shall be referred
      to
      as a "BLACK-OUT PERIOD." The Company agrees to so advise such Holder promptly
      of
      the commencement and termination of any such Black-Out Period, and the Holder
      agrees to keep the fact of such Black-Out Period confidential. The Company
      shall
      not impose a Black-Out Period under this Section 4 for more than thirty (30)
      consecutive days and not more than twice in any given twelve (12) month period;
      provided, that at least ninety (90) days must pass between Black-Out Periods.
      Notwithstanding the foregoing, the Company may suspend the effectiveness of
      any
      Shelf Registration Statement if the SEC rules and regulations prohibit the
      Company from maintaining the effectiveness of a Shelf Registration because
      its
      financial statements are stale at a time when its fiscal year has ended or
      it
      has made an acquisition reportable under Item 2 of Form 8-K or any other similar
      situation until the earliest time in which the SEC would allow the Company
      to
      re-effect a Shelf Registration Statement (provided that the Company shall use
      its reasonable best efforts to cure any such situation as soon as possible
      so
      that the Shelf Registration Statement can be made effective at the earliest
      possible time). The Company shall not effect a Black-Out Period unless the
      Company also institutes such Black-Out Period against sales under any
      Registration Statements on Form S-8 or any other registration statement that
      the
      Company has on file with the SEC at such time. Notwithstanding the foregoing,
      the Company undertakes and covenants that until the first to occur of (i) the
      end of sixty (60) days following the effective date of the Shelf Registration
      Statement, or (ii) the date that all the Shares and Warrant Shares have been
      resold pursuant to a registration statement or Rule 144, the Company will not
      take any action, including, without limitation, entering into any acquisition,
      share exchange or sale or other transaction that could have the effect of
      delaying the effectiveness of any pending Registration Statement, requiring
      a
      post-effective amendment to be filed or causing a post-effective amendment
      to a
      Registration Statement to not be declared effective or for a Holder not to
      be
      able to effect sales for a period of fifteen

    (15)
      or
      more days.

    


    (b)
      In
      connection with the registration of the Registrable Securities, each of the
      Investors shall have the following obligations:


    
      
         

         

      

      
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    (i)
      It
      shall be a condition precedent to the obligations of the Company to take any
      action pursuant to this Agreement with respect to each Holder that such Holder
      shall furnish to the Company such information regarding itself, the Registrable
      Securities held by it and the intended methods of disposition of such securities
      as shall be reasonably required to effect the registration of the Registrable
      Securities and shall execute such documents in connection with such registration
      as the Company may reasonably request. At least fifteen (15) days prior to
      the
      first anticipated filing date of the Registration Statement, the Company shall
      notify each Holder of the information the Company requires from each such Holder
      (the "Requested Information") if it elects to have any of his Registrable
      Securities included in the Registration Statement. If within seven (7) days
      of
      the filing date the Company has not received the Requested Information from
      a
      Holder (a "Non-Responsive Holder"), then the Company may file the Registration
      Statement without including Registrable Securities of such Non-Responsive
      Holder.

    


    (ii)
      Each
      Holder participating in an underwritten offering agrees to cooperate with the
      Company in connection with the preparation and filing of any Registration
      Statement hereunder, unless each Holder has notified the Company in writing
      of
      its election to exclude all of its Registrable Securities from the Registration
      Statement.

    


    (iii)
      In
      the event Investors holding a majority in interest of the Registrable Securities
      being sold pursuant to the Shelf Registration Statement select underwriters
      for
      the offering, each Holder agrees to enter into and perform its obligations
      under
      an underwriting agreement, in usual and customary form, including, without
      limitation, customary indemnification and contribution obligations and market
      stand-off obligations, with the managing underwriter of such offering and to
      take such other actions as are reasonably required in order to expedite or
      facilitate the disposition of the Registrable Securities being sold, unless
      the
      Lender such Holder has notified the Company in writing of its election to
      exclude all of his Registrable Securities from the Registration Statement.
      

     

    5.1
      Indemnification by the Company.

     

    To
      the
      extent permitted by law, the Company will indemnify and hold harmless each
      holder of Registrable Securities which are included in a Registration Statement
      pursuant to the provisions of Sections 2.1 and 2.2 hereof, such Holder's
      directors and officers, and any underwriter (as defined in the Securities Act)
      for such holder and each person, if any, who controls such holder or such
      underwriter within the meaning of the Securities Act, from and against, and
      will
      reimburse such holder and each such underwriter and controlling person with
      respect to, any and all loss, damage, liability, cost and expense to which
      such
      holder or any such underwriter or controlling person may become subject under
      the Securities Act or otherwise, insofar as such losses, damages, liabilities,
      costs or expenses are caused by any untrue statement or alleged untrue statement
      of any material fact contained in a Registration Statement, any prospectus
      contained therein or any amendment or supplement thereto, or arise out of or
      are
      based upon the omission or alleged omission to state therein a material fact
      required to be stated therein or necessary to make the statements therein,
      in
      light of the circumstances in which they were made, not misleading; provided,
      however, that the Company will not be liable in any such case to the extent
      that
      any such loss, damage, liability, cost or expenses arises out of or is based
      upon an untrue statement or alleged untrue statement or
      omission or alleged omission so made in conformity with written information
      furnished by such holder, such underwriter or such controlling person
      specifically for use in the preparation thereof; provided, however, that the
      indemnity agreement set forth herein shall not apply (i) to amounts paid in
      settlement of any such loss, claim, damage, liability or action if such
      settlement is effected without the prior consent of the Company or (ii) with
      respect to any preliminary prospectus, if the untrue statement or omission
      of
      material fact contained in such preliminary prospectus was corrected in an
      amended prospectus and the Company has provided notice of such amendment to
      each
      Investor pursuant to Section 3.1 hereof.


    
      
        
           

           

        

        
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5.2
      Indemnification by the Investors. 

     

    Each
      holder of Registrable Securities included in a registration pursuant to the
      provisions of Sections 2.1 and 2.2 hereof will indemnify and hold harmless
      the
      Company, its directors and officers, any controlling person and any underwriter
      from and against, and will reimburse the Company, its directors and officers,
      any controlling person and any underwriter with respect to, any and all loss,
      damage, liability, cost or expense to which the Company or any controlling
      person and/or any underwriter may become subject under the Securities Act or
      otherwise, insofar as such losses, damages, liabilities, costs or expenses
      are
      caused by any untrue statement or alleged untrue statement of any material
      fact
      contained in the Registration Statement, any prospectus contained therein or
      any
      amendment or supplement thereto, or arise out of or are based upon the omission
      or alleged omission to state therein a material fact required to be stated
      therein or necessary to make the statements therein, in light of the
      circumstances in which they were made, not misleading, in each case to the
      extent, but only to the extent, that such untrue statement or alleged untrue
      statement or omission or alleged omission was so made in reliance upon and
      in
      strict conformity with written information furnished by or on behalf of such
      Holder specifically for use in the preparation thereof and provided further,
      that the maximum amount that may be recovered from any holder shall be limited
      to the net amount of proceeds received by such Holder from the sale of the
      Registrable Securities.

     

    5.3
      Indemnification Procedure. 

     

    Promptly
      after receipt by an indemnified party under this Section 5 of a notice of the
      commencement of any action (including any governmental action) such indemnified
      party will, if a claim in respect thereof is to be made against any indemnifying
      party hereunder, deliver to the indemnifying party a written notice of the
      commencement thereof. The failure to deliver written notice to the indemnifying
      party within a reasonable time of the commencement of any such action shall
      relieve such indemnifying party of any liability to the indemnified party under
      this Section 5 only to the extent prejudicial to its ability to defend such
      action, but the omission so to deliver written notice to the indemnifying party
      will not relieve it of any liability that it may have to an indemnified party
      otherwise than under this Agreement. The indemnifying party shall have the
      right
      to participate in, and, to the extent the indemnifying party so desires, jointly
      with any other indemnifying party similarly noticed, to assume control of the
      defense thereof with counsel mutually satisfactory to the parties; provided,
      however, that an indemnified party shall have the right to retain its own
      counsel, with the reasonable fees and expenses to be paid by the indemnifying
      party, if in the reasonable determination of counsel for the indemnifying party,
      representation of such indemnified party by the counsel obtained by the
      indemnifying party would be inappropriate due to actual or potential conflicting
      interests between such indemnified party and any other party represented by
      such
      counsel in such proceeding. After notice from the indemnifying party to such
      indemnified party of its election so to assume the defense thereof, the
      indemnifying party will not be liable to such indemnified party pursuant to
      the
      provisions of paragraph 5.1 or 5.2 above for any legal or other expense
      subsequently incurred by such indemnified party in connection with the defense
      thereof other than reasonable costs of investigation, unless (i) the indemnified
      party shall have employed counsel in accordance with the provisions of the
      preceding sentence, (ii) the indemnifying party shall not have employed counsel
      reasonably satisfactory to the indemnified party to represent the indemnified
      party within a reasonable time after the notice of the commencement of the
      action or (iii) the indemnifying party has authorized in writing the employment
      of counsel for the indemnified party at the expense of the indemnifying
      party.


    
      
         

         

      

      
        9

        
          

        

      

      
         

      

    

     

    5.4
      Contribution. 

    


    To
      the
      extent any indemnification by an indemnifying party is prohibited or limited
      by
      law, the indemnifying party agrees to make the maximum contribution with respect
      to any amounts for which it would otherwise be liable under Section 5 hereof
      to
      the extent permitted by law, provided that (i) no contribution shall be made
      under circumstances where the maker would not have been liable for
      indemnification pursuant to the provisions of Section 5 hereof, (ii) no seller
      of Registrable Securities guilty of fraudulent misrepresentation (within the
      meaning of Section 11(f) of the Securities Act) shall be entitled to
      contribution from any seller of Registrable Securities who was not guilty of
      such fraudulent misrepresentation, and (iii) contribution by any seller of
      Registrable Securities shall be limited to the net amount of proceeds received
      by such seller from the sale of such Registrable Securities.

    


    6.1
      Assignable Rights. 

    


    The
      rights with respect to the Registrable Securities under this Agreement shall,
      in
      addition to being for the benefit of the parties hereto, be for the benefit
      of
      and enforceable by a transferee of the Registrable Securities, provided that
      the
      Company is furnished with written notice of the name and address of such
      transferee or assignee with respect to which such registration rights are being
      assigned, such notice provides a written agreement for the transferee or
      assignee to be bound by the terms and provisions of this Agreement and the
      Loan
      Agreement and such assignment or transfer is in accordance with and permitted
      by
      applicable Federal and state securities laws and the terms of the Loan
      Agreement. The obligations of the Company contained in this Agreement shall
      be
      binding upon any successor to the Company and continue to be in effect with
      respect to any securities issued by any successor to the Company in substitution
      or exchange for any Registrable Securities.

    


    6.2
      Reports Under Exchange Act. 

     

    With a view to making available to the Investors of
      Registrable Securities the benefits of Rule 144 and any other rule or regulation
      of the SEC that may at any time permit the Investors of the Registrable
      Securities to sell any of the Registrable Securities to the public without
      registration, the Company agrees to apply its best efforts to:

    
 

    
      
         

         

      

      
        10

        
          

        

      

      
         

      

    

     

    (a)
      make
      and keep public information available, as those terms are understood and defined
      in Rule 144, at all times;

    


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

    


    (c)
      furnish to each holder of Registrable Securities, forthwith upon request (i)
      a
      written statement by the Company that it has complied with the reporting
      requirements of Rule 144, the Securities Act and the Exchange 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 in availing the Investors of any Registrable
      Securities of any rule or regulation of the SEC which permits the selling of
      any
      such securities without registration; and

    


    (d)
      direct its counsel to issue an appropriate legal opinion instructing the
      Company's transfer agent to remove the legend with respect to such Registrable
      Securities, subject to Investor providing any documentation reasonably requested
      by the Company or its counsel for review in connection with such
      request.

    


    7.
      Miscellaneous.

    


    (a)
      Amendments and Waivers. This Agreement may be amended only by a writing signed
      by the Company and the Required Investors. The Company may take any action
      herein prohibited, or omit to perform any act herein required to be performed
      by
      it, only if the Company shall have obtained the written consent to such
      amendment, action or omission to act, of the Required Investors.

    


    (b)
      Notices. All notices and other communications provided for or permitted
      hereunder shall be made as set forth in Section 9.4 of the Purchase
      Agreement.

    


    (c)
      Benefits of the Agreement. The terms and conditions of this Agreement shall
      inure to the benefit of and be binding upon the respective permitted successors
      and assigns of the parties. Nothing in this Agreement, express or implied,
      is
      intended to confer upon any party other than the parties hereto or their
      respective successors and assigns any rights, remedies, obligations, or
      liabilities under or by reason of this Agreement, except as expressly provided
      in this Agreement.

    


    (d)
      Counterparts; Faxes. This Agreement may be executed in two or more counterparts,
      each of which shall be deemed an original, but all of which together shall
      constitute one and the same instrument. This Agreement may also be executed
      via
      facsimile, which shall be deemed an original.


    
      
         

         

      

      
        11

        
          

        

      

      
         

      

    


    


    (e)
      Titles and Subtitles. The titles and subtitles used in this Agreement are used
      for convenience only and are not to be considered in construing or interpreting
      this Agreement.

    


    (f)
      Severability. Any provision of this Agreement that is prohibited or
      unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
      to the extent of such prohibition or unenforceability without invalidating
      the
      remaining provisions hereof but shall be interpreted as if it were written
      so as
      to be enforceable to the maximum extent permitted by applicable law, and any
      such prohibition or unenforceability in any jurisdiction shall not invalidate
      or
      render unenforceable such provision in any other jurisdiction. To the extent
      permitted by applicable law, the parties hereby waive any provision of law
      which
      renders any provisions hereof prohibited or unenforceable in any
      respect.

    


    (g)
      Further Assurances. The parties shall execute and deliver all such further
      instruments and documents and take all such other actions as may reasonably
      be
      required to carry out the transactions contemplated hereby and to evidence
      the
      fulfillment of the agreements herein contained.

    


    (h)
      Entire Agreement. This Agreement is intended by the parties as a final
      expression of their agreement and intended to be a complete and exclusive
      statement of the agreement and understanding of the parties hereto in respect
      of
      the subject matter contained herein. This Agreement supersedes all prior
      agreements and understandings between the parties with respect to such subject
      matter.

    


    (i)
      Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement
      shall be governed by, and construed in accordance with the laws of the State
      of
      Nevada without regard to the choice of law principles thereof. Each of the
      parties hereto irrevocably submits to the exclusive jurisdiction of the courts
      of the State of Nevada for the purpose of any suit, action, proceeding or
      judgment relating to or arising out of this Agreement and the transactions
      contemplated hereby. Service of process in connection with any such suit, action
      or proceeding may be served on each party hereto anywhere in the world by the
      same methods as are specified for the giving of notices under this Agreement.
      Each of the parties hereto irrevocably consents to the jurisdiction of any
      such
      court in any such suit, action or proceeding and to the laying of venue in
      such
      court. Each party hereto irrevocably waives any objection to the laying of
      venue
      of any such suit, action or proceeding brought in such courts and irrevocably
      waives any claim that any such suit, action or proceeding brought in any such
      court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO
      WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT
      TO
      THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY
      AS TO
      THIS WAIVER.

     


    
      
         

         

      

      
        12

        
          

        

      

      
         

      

    


    (j)
      Counterparts. This Agreement may be signed by fax and in counterpart, and each
      copy so signed shall be deemed to be an original, and all such counterparts
      together shall constitute one and the same instrument.

     

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement or caused their duly
      authorized officers to execute this Agreement as of the date first above
      written.

    


    
      	
               

              SIGNED,
                SEALED AND DELIVERED BY

              AULTRA
                GOLD INC. (formerly called 

              NEW
                WORLD ENTERTAINMENT CORP.) per:

               

              _____________________________________

              Authorized
                Signatory

               

              Name
                of Signatory: ____________________________

               

              Title
                of Signatory: _____________________________

            	
               

            


    

    


    
      	
               

              SIGNED,
                SEALED & DELIVERED 

              by
                the named Shareholder in Aultra Gold Inc.

              in
                the presence of:

               

               

              _____________________________________

              Signature
                of Witness

               

              Name:
                _____________________________________

               

               

              Address:
                _________________________________

              _________________________________________

                

              Occupation:
                _______________________________

            	
              )

              )

              )

              )

              ) X___________________________________

              ) 

              ) Name
                of Shareholder:____________________

              )

              ) ____________________________________

              ) 

              ) ____________________________________

              ) Address

              )

              ) ____________________________________

              ) Occupation
                

              )