Exhibit 10.11

      REGISTRATION  RIGHTS  AGREEMENT,  is entered into as of the Effective Date
(as defined below), by and between SIBLING ENTERTAINMENT GROUP, INC., a New York
corporation,   and  MOTIVATED   MINDS,   LLC  (AN  ARIZONA   LIMITED   LIABILITY
CORPORATION).

      In  consideration  of the  mutual  promises  herein  contained  and  other
consideration,  the receipt and  adequacy of which is hereby  acknowledged,  the
parties hereto hereby agree as follows:

SECTION 1. CERTAIN DEFINITIONS

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

1.1  "Affiliate"  means,  with  respect to any  Person,  any other  Person  that
directly or indirectly controls or is controlled by or under common control with
such Person.  For the  purposes of this  definition,  "control,"  when used with
respect to any Person, means the possession, direct or indirect, of the power to
direct or cause the  direction  of the  management  and policies of such Person,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms of  "affiliated,"  "controlling"  and  "controlled"  have meanings
correlative to the foregoing.

1.2 "Agreement" and all reference thereto,  as used throughout this registration
rights agreement,  shall mean this  registration  rights agreement as originally
executed,  or  if  later  amended  or  supplemented,   then  as  so  amended  or
supplemented.

1.3 "Business Day" means any day except Saturday, Sunday and any day which shall
be a legal  holiday  or a day on  which  banking  institutions  in the  State of
Delaware generally are closed.

1.4 "Commission" means the Securities and Exchange Commission.

1.5 "Common stock" means the Company's  common stock,  $0.001 per share, or such
securities that such stock shall hereafter be reclassified into.

1.6 "Company" means Sibling Entertainment Group, Inc.

1.7  "Effective  Date"  means the date that this  Agreement  is  executed by the
Company as set forth on the signature page hereto.

1.8 "Exchange Act" means the Securities Exchange Act of 1934, as amended.

1.9 "Final Prospectus" shall have the meaning set forth in Section 5.4.

1.10 "Holder" or "Holders" means the holder or holders, as the case may be, from
time to time, of  Registrable  Securities  (as defined below) that have not been
sold to the public or pursuant to Rule 144.

1.11 "Indemnified Party" shall have the meaning set forth in Section 5(c).

<PAGE>

MOTIVATED MINDS, LLC
Registration Rights Agreement
February 27, 2007

1.12     "Indemnifying Party" shall have the meaning set forth in Section 5(c).

1.13 "Loan  Agreement"  means the Agreement  dated on or about February 28, 2007
between the Company and the Sibling Security Holder.

1.14  "Person"  means  an  individual  or  a  corporation,  partnership,  trust,
incorporated or  unincorporated  association,  joint venture,  limited liability
company, joint stock company,  government (or an agency or political subdivision
thereof) or other entity of any kind.

1.15  "Proceeding"  means an action,  claim,  suit,  investigation or proceeding
(including,  without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.

1.16 "Prospectus"  means the prospectus  included in the Registration  Statement
(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.

1.17 "Registrable Securities" means all of the Company's Common Shares issued in
accordance  with the Loan  Agreement.  Specifically,  250,000  of the  Company's
Common Shares and 700,000 of the  Company's  Common  Shares  underlying  700,000
warrants  issued in accordance with the Loan Agreement and common stock purchase
warrant. Shares shall cease to be Registrable Securities when they have (a) been
effectively  registered  under the  Securities Act and disposed of in accordance
with the  Registration  Statement  covering them, (b) been sold to the public in
accordance  with Rule 144, (c) otherwise  transferred and new  certificates  for
them not bearing a Securities Act restrictive  legend have been delivered by the
Company, or (d) as to any Holder, become eligible to be sold in a single sale in
accordance  with Rule 144.  Notwithstanding  anything herein to the contrary any
shares  owned by any Sibling  Securities  Holder  which may be sold  pursuant to
144K, as of the date of the filing of the Registration  Statement,  shall not be
included in any such Registration Statement.

1.18 "Registration  Statement" means a Registration  Statement filed pursuant to
the  Securities  Act  on  Form  S-1,  SB-2,  S-4  or any  similar  or  successor
Registration  Statement  pursuant  to which the  Registrable  Securities  may be
registered.

1.19 "Rule 144" means Rule 144  promulgated  by the  Commission  pursuant to the
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 effect as such Rule.

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


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<PAGE>

MOTIVATED MINDS, LLC
Registration Rights Agreement
February 27, 2007

1.21 "Sibling Securities Holder(s)" means Motivated Minds, LLC.

1.22 "Violation" shall have the meaning ascribed thereto in Section 5 hereof.

      All other  capitalized  terms used herein and not otherwise  defined shall
have the meaning ascribed thereto to in the Loan Agreement.

SECTION 2. REGISTRATION OF REGISTRABLE SECURITIES.

      2.1 Piggyback Registrations.

      (a) If a registration  statement  covering the Registrable  Securities has
not been filed in accordance  herewith,  the Company shall notify all Holders of
Registrable  Securities in writing at least thirty (30) days prior to filing any
registration  statement  under the  Securities  Act for  purposes of effecting a
public  offering of  securities of the Company  (including,  but not limited to,
registration  statements  relating to secondary  offerings of  securities of the
Company or for the resale of securities held by the Company's  shareholders  who
are not party to this Agreement,  but excluding registration statements relating
to any  registration  on Form S-8 or S-4) and will  afford  each such  Holder an
opportunity  to include in such  registration  statement  all or any part of the
Registrable Securities then held by such Holder. Each Holder desiring to include
in any such registration statement all or any part of the Registrable Securities
held by such  Holder  shall,  within  twenty  (20)  days  after  receipt  of the
above-described  notice from the Company, so notify the Company in writing,  and
in such notice shall inform the Company of the number of Registrable  Securities
such Holder wishes to include in such registration  statement all upon the terms
and conditions  set forth herein.  If a Holder decides not to include all of its
Registrable  Securities in any  registration  statement  thereafter filed by the
Company,  such Holder shall no longer have the right to include any  Registrable
Securities in any subsequent  registration statement or registration  statements
as may be filed by the Company with respect to offerings of its securities.

      (b) If a registration statement under which the Company gives notice under
this  Section 2.1 is for an  underwritten  offering,  then the Company  shall so
advise the Holders of Registrable  Securities.  In such event,  the right of any
such  Holder's  of  Registrable  Securities  to be  included  in a  registration
pursuant  to  this  Section  2.4  shall  be   conditioned   upon  such  Holder's
participation   in  such   underwriting  and  the  inclusion  of  such  Holder's
Registrable  Securities in the underwriting to the extent provided  herein.  All
Holders  proposing  to  distribute  their  Registrable  Securities  through such
underwriting  shall enter into an underwriting  agreement in customary form with
the managing  underwriter  or  underwriter(s)  selected  for such  underwriting.
Notwithstanding  any  other  provision  of  this  Agreement,   if  the  managing
underwriter(s)  determine(s)  in good faith  that  marketing  factors  require a
limitation  of the  number  of  shares  to be  underwritten,  then the  managing
underwriter(s)  may exclude shares (including  Registrable  Securities) from the
registration and the underwriting, and the number of shares that may be included
in the  registration  and the  underwriting  shall be allocated,  first,  to the
Company,  and  second,  to each of the  Holders  requesting  inclusion  of their
Registrable  Securities in such registration statement on a pro rata basis based
on the total number of Registrable  Securities then held by each such Holder. If
any Holder  disapproves of the terms of any such  underwriting,  such Holder may
elect  to  withdraw   therefrom  by  written  notice  to  the  Company  and  the
underwriter,


                                                                               3
<PAGE>

MOTIVATED MINDS, LLC
Registration Rights Agreement
February 27, 2007

delivered at least ten (10)  business  days prior to the  effective  date of the
registration  statement.  Any Registrable  Securities excluded or withdrawn from
such underwriting shall be excluded and withdrawn from the registration. For any
Holder which is a partnership or corporation, the partners, retired partners and
shareholders  of such  Holder,  or the  estates  and family  members of any such
partners  and  retired  partners  and any trusts  for the  benefit of any of the
foregoing  persons  shall be  deemed to be a single  "Holder,"  and any pro rata
reduction with respect to such "Holder" shall be based upon the aggregate amount
of shares  carrying  registration  rights owned by all entities and  individuals
included in such "Holder," as defined in this sentence.

      2.6 Expenses.

      All expenses  incurred in connection with a registration  pursuant to this
Section 2, including without limitation all registration and qualification fees,
printers'  and  accounting  fees,  but  excluding  underwriters'  discounts  and
commissions  and  legal  fees  incurred  by any  Holder,  shall  be borne by the
Company.  Each Holder participating in a registration pursuant to this Section 2
shall  bear such  Holder's  proportionate  share  (based on the total  number of
shares sold in such  registration  other than for the account of the Company) of
all discounts,  commissions or other amounts  payable to underwriters or brokers
in connection with such offering.

SECTION  3.  OBLIGATIONS  OF  THE  COMPANY  WITH  RESPECT  TO  THE  FILING  OF A
REGISTRATION STATEMENT.

      Whenever required to effect the registration of any Registrable Securities
under  this  Agreement,  the  Company  shall,  as  expeditiously  as  reasonably
possible:

      (a) use its best  efforts to cause such  Registration  Statement to become
effective,  and, subject to the further provisions of this Agreement  pertaining
to  the  termination  of  the  Company's   obligations   hereunder,   keep  such
Registration  Statement  effective  for  up  to  2  years  from  the  date  such
Registration Statement is declared effective;

      (b) prepare and file with the Commission  such  amendments and supplements
to such  Registration  Statement and the prospectus used in connection with such
Registration  Statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
Registration Statement;

      (c)  furnish  to the  Holders  such  number  of  copies  of a  prospectus,
including a preliminary  prospectus,  in conformity with the requirements of the
Securities Act, and such other  documents as they may be reasonably  required in
order to facilitate the disposition of the Registrable  Securities owned by them
that are included in such registration;

      (d) use its best efforts to register and qualify the securities covered by
such Registration Statement under such other securities or Blue Sky laws of such
jurisdictions as shall be reasonably requested by the Holders, provided that the
Company shall not be required in connection  therewith or as a condition thereto
to qualify to do business or to file a general  consent to service of process in
any such states or jurisdictions;

      (e) in the  event of any  underwritten  public  offering,  enter  into and
perform its obligations under an underwriting  agreement, in usual and customary
form, with the managing underwriter(s) of such offering (it being understood and
agreed that, as a condition to the Company's  obligations under this clause (e),
each Holder participating in such underwriting shall also enter into and perform
its obligations under such an agreement); and



                                                                               4
<PAGE>

MOTIVATED MINDS, LLC
Registration Rights Agreement
February 27, 2007


      (f)  notify  each  Holder  of  Registrable   Securities  covered  by  such
Registration  Statement  at any  time  when a  prospectus  relating  thereto  is
required to be delivered  under the Securities Act on the happening of any event
as a result of which the prospectus included in such Registration  Statement, as
then in effect,  includes  an untrue  statement  of a material  fact or omits to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein  not  misleading  in the  light  of the  circumstances  then
existing.

SECTION 4. FURNISH INFORMATION AND COMPLIANCE.

      4.1 Information.

      It shall be a condition  precedent  to the  obligations  of the Company to
take any action  pursuant to  Sections 2 or 3 hereof  that the  selling  Holders
shall  furnish  to  the  Company  such  information  regarding  themselves,  the
Registrable  Securities  held by them and the intended  method of disposition of
such securities as shall be required to timely effect the  registration of their
Registrable Securities.

      4.2 Compliance.

      Each Holder  covenants and agrees that it will comply with the  prospectus
delivery  requirements  of the  Securities Act as applicable to it in connection
with sales of Registrable Securities pursuant to the Registration Statement.

SECTION 5. INDEMNIFICATION.

      5.1 By the Company.

      To the extent  permitted  by law,  the  Company  will  indemnify  and hold
harmless each Holder,  the partners,  officers and directors of each Holder, any
underwriter  (as defined in the Securities Act) for such Holder and each person,
if any,  who  controls  such  Holder or  underwriter  within the  meaning of the
Securities  Act or the Exchange Act,  against any losses,  claims,  damages,  or
liabilities  (joint or  several)  to which  they may  become  subject  under the
Securities Act, the Exchange Act or other federal or state law,  insofar as such
losses,  claims,  damages,  or liabilities (or actions in respect thereof) arise
out  of or  are  based  upon  any  of the  following  statements,  omissions  or
violations (collectively a "Violation"):

            o     any untrue statement or alleged untrue statement of a material
                  fact contained in such Registration  Statement,  including any
                  preliminary  prospectus or final prospectus  contained therein
                  or any amendments or supplements thereto;


                                                                               5
<PAGE>

MOTIVATED MINDS, LLC
Registration Rights Agreement
February 27, 2007

            o     the omission or alleged  omission to state  therein a material
                  fact required to be stated  therein,  or necessary to make the
                  statements therein not misleading; or

            o     any  violation  or  alleged  violation  by the  Company of the
                  Securities  Act,  the  Exchange  Act,  any  federal  or  state
                  securities law or any rule or regulation promulgated under the
                  Securities  Act,  the  Exchange  Act or any  federal  or state
                  securities law in connection with the offering covered by such
                  Registration Statement;

and the Company will reimburse each such Holder,  partner,  officer or director,
underwriter  or controlling  person for any legal or other  expenses  reasonably
incurred by them, as incurred, in connection with investigating or defending any
such loss,  claim,  damage,  liability or action;  provided,  however,  that the
indemnity  agreement contained in this subsection (a) shall not apply to amounts
paid in settlement of any such loss, claim, damage,  liability or action if such
settlement is effected  without the consent of the Company  (which consent shall
not be unreasonably withheld),  nor shall the Company be liable in any such case
for any such loss,  claim,  damage,  liability  or action to the extent  that it
arises out of or is based upon a Violation  which occurs in reliance upon and in
conformity with written  information  furnished  expressly for use in connection
with such registration by such Holder, partner, officer,  director,  underwriter
or controlling person of such Holder.

      5.2 By Selling Holders.

      To the extent  permitted by law,  each selling  Holder will  indemnify and
hold harmless the Company, each of its directors,  each of its officers who have
signed the Registration Statement, each person, if any, who controls the Company
within the meaning of the Securities  Act, any  underwriter and any other Holder
selling  securities  under  such  Registration  Statement  or any of such  other
Holder's partners,  directors or officers or any person who controls such Holder
within the  meaning of the  Securities  Act or the  Exchange  Act,  against  any
losses,  claims,  damages or liabilities (joint or several) to which the Company
or any such director,  officer,  controlling  person,  underwriter or other such
Holder, partner or director,  officer or controlling person of such other Holder
may become subject under the  Securities  Act, the Exchange Act or other federal
or state law, insofar as such losses, claims, damages or liabilities (or actions
in respect  thereto) arise out of or are based upon any Violation,  in each case
to the extent (and only to the extent)  that such  Violation  occurs in reliance
upon  and in  conformity  with  written  information  furnished  by such  Holder
expressly for use in  connection  with such  registration;  and each such Holder
will reimburse any legal or other expenses  reasonably  incurred and as incurred
by the Company or any such director, officer, controlling person, underwriter or
other Holder,  partner,  officer,  director or controlling  person of such other
Holder in  connection  with  investigating  or defending  any such loss,  claim,
damage,  liability or action;  provided,  however,  that the indemnity agreement
contained in this Section 5.2 shall not apply to amounts paid in  settlement  of
any such loss, claim, damage, liability or action if such settlement is effected
without the  consent of the  Holder,  which  consent  shall not be  unreasonably
withheld.

      5.3 Notice.


                                                                               6
<PAGE>

MOTIVATED MINDS, LLC
Registration Rights Agreement
February 27, 2007

      Promptly  after  receipt by an  indemnified  party under this Section 5 of
notice of the commencement of any Proceeding,  such indemnified party will, if a
claim in respect thereof is to be made against any indemnifying party under this
Section  5,  deliver  to  the  indemnifying   party  a  written  notice  of  the
commencement  thereof  and 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 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  fees  and  expenses  to  be  paid  by  the  indemnifying  party,  if  joint
representation  of  such  indemnified  party  by  the  counsel  retained  by the
indemnifying  party is required  to be refused by such  counsel due to actual or
potential  conflict of interests  between such  indemnified  party and any other
party  represented  by such counsel in such  proceeding.  The failure to deliver
written  notice  to the  indemnifying  party  within  a  reasonable  time of the
commencement  of any such action,  if  prejudicial to its ability to defend such
action,   shall  relieve  such  indemnifying  party  of  any  liability  to  the
indemnified  party under this Section 5, but the omission so to deliver  written
notice to the  indemnifying  party will not relieve it of any liability  that it
may have to any indemnified party otherwise than under this Section 5.

      5.4 Defect Eliminated in Final Prospectus.

      The foregoing indemnity  agreements of the Company and Holders are subject
to the  condition  that,  insofar  as they  relate  to any  Violation  made in a
preliminary  prospectus but eliminated or remedied in the amended  prospectus on
file with the  Commission  at the time the  Registration  Statement  in question
becomes effective or the amended  prospectus filed with the Commission  pursuant
to Commission  Rule 424(b) (the "Final  Prospectus"),  such indemnity  agreement
shall not inure to the  benefit of any person if a copy of the Final  Prospectus
(i) was  furnished to the  indemnified  party and (ii) was not  furnished to the
person  asserting the loss,  liability,  claim or damage at or prior to the time
such action is required by the Securities Act.

      5.5 Contribution.

      In order to provide for just and equitable contribution to joint liability
under the Securities Act in any case in which  contribution under the Securities
Act  may be  required  on the  part  of any  such  selling  Holder  or any  such
controlling person in circumstances for which  indemnification is provided under
this  Section 5; then,  and in each such case,  the Company and such Holder will
contribute to the aggregate losses, claims, damages or liabilities to which they
may be subject (after  contribution from others) in such proportion so that such
Holder is responsible  for the portion  represented  by the percentage  that the
public  offering price of its Registrable  Securities  offered by and sold under
the Registration  Statement bears to the public offering price of all securities
offered by and sold under such Registration Statement, and the Company and other
selling Holders are  responsible for the remaining  portion in proportion to the
securities  offered  by and  sold by each  under  such  Registration  Statement;
provided,  however,  that, in any such case, (A) no such Holder will be required
to  contribute  any  amount in excess of the public  offering  price of all such
Registrable  Securities  offered  and  sold  by  such  Holder  pursuant  to such
Registration  Statement  and  (B) no  person  or  entity  guilty  of  fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
will be entitled to contribution from any person or entity who was not guilty of
such fraudulent misrepresentation.


                                                                               7
<PAGE>

MOTIVATED MINDS, LLC
Registration Rights Agreement
February 27, 2007

      5.6 Survival.

      The  obligations  of the Company and  Holders  under this  Section 5 shall
survive  the  completion  of  any  offering  of  Registrable   Securities  in  a
Registration Statement.

      SECTION 6. EARLIER TERMINATION OF THE COMPANY'S OBLIGATIONS.

      The  Company  shall have no  obligations  hereunder  if, in the opinion of
counsel to the Company, all such Registrable Securities proposed to be sold by a
Holder  may be sold in a  three-month  period  without  registration  under  the
Securities Act pursuant to Rule 144 under the Securities Act.

SECTION 7. GENERAL PROVISIONS.

      7.1 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.  The remedies  provided herein are cumulative
and not exclusive of any remedies provided by law.

      7.2 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 and shall inure to the
benefit of each Holder.

      7.3 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.

      7.4 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,


                                                                               8
<PAGE>

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  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
terms that may be invalid, illegal, void or unenforceable.

      7.5 Headings; Gender and Number.

      The division of this  Agreement into sections and other  subdivisions  and
the insertion of headings are for  convenience  of reference  only and shall not
affect  or be  utilized  in  construing  or  interpreting  this  Agreement.  All
references in this Agreement to any "Section" are to the  corresponding  Section
of this Agreement unless otherwise specified. Any reference in this Agreement to
gender shall include all genders,  and words  imparting the singular number only
shall  include  the  plural  and  vice  versa.   The  words  such  as  "herein,"
"hereinafter,"  "hereof," and "hereunder" refer to this Agreement as a whole and
not  merely to a  subdivision  in which  such words  appear  unless the  context
otherwise requires.

      7.6  Independent  Nature of Sibling  Securities  Holders'  Obligations and
Rights.

      The  Sibling   Securities  Holder  who  is  a  party  to  this  Agreement,
acknowledges  that the Company is entering into  identical  agreement with other
holders of the Company's securities; each such agreement being deemed a separate
and independent  agreement between the Company and such other Sibling Securities
Holders, except that each Sibling Securities Holder acknowledges and consents to
the  rights  granted  to  each  other  Sibling   Securities  Holder  under  such
agreements.  The  obligations of each Sibling  Securities  Holder  hereunder are
several  and not joint  with the  obligations  of any other  Sibling  Securities
Holder hereunder,  and neither Sibling Securities Holder shall be responsible in
any way for the performance of the  obligations of any other Sibling  Securities
Holder hereunder. Nothing contained herein or in any other agreement or document
delivered at any closing,  and no action taken by any Sibling  Securities Holder
pursuant hereto or thereto, shall be deemed to constitute the Sibling Securities
Holders as a partnership,  an association,  a joint venture or any other kind of
entity, or create a presumption that the Sibling  Securities  Holders are in any
way  acting in concert  with  respect to such  obligations  or the  transactions
contemplated by this Agreement. Each Sibling Securities Holder shall be entitled
to protect  and  enforce its rights,  including  without  limitation  the rights
arising  out of this  Agreement,  and it shall  not be  necessary  for any other
Sibling  Securities Holder to be joined as an additional party in any proceeding
for such purpose.

      7.7 Entire Agreement.

      This  Agreement,  together with all the exhibits  hereto,  constitutes and
contains the entire  agreement and  understanding of the parties with respect to
the  subject  matter  hereof  and  supersedes  any and all  prior  negotiations,
correspondence,  agreements,  understandings,  duties or obligations between the
parties respecting the subject matter hereof.


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<PAGE>

MOTIVATED MINDS, LLC
Registration Rights Agreement
February 27, 2007

      7.8 Third Parties.

      Nothing in this Agreement,  express or implied, is intended to confer upon
any person,  other than the parties hereto and their successors and assigns, any
rights or remedies under or by reason of this Agreement.

      7.9 Adjustments for Stock Splits and Certain Other Changes.

      Wherever in this  Agreement  there is a reference to a specific  number of
shares of Common Stock or Preferred Stock of the Company of any class or series,
then, upon the occurrence of any  subdivision,  combination or stock dividend of
such class or series of stock,  the specific  number of shares so  referenced in
this Agreement shall  automatically  be  proportionally  adjusted to reflect the
effect  on the  outstanding  shares  of such  class or  series  of stock by such
subdivision, combination or stock dividend.

      7.10 Other Shares to be Included.

      Each  Sibling   Securities   Holder   acknowledges  and  agrees  that  any
registration  statement  filed pursuant hereto will include all shares which the
Company may be required to issue under issued and outstanding options,  warrants
or other convertible securities.

      7.11 No Strict Construction.

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

      7.12 Acknowledgments of the Sibling Securities Holder.

      (a) The Sibling  Securities  Holder  acknowledges that there is no trading
market for any of the Company's  securities  nor can there be any assurance that
any  such  market  will  develop,  or if one  were to  develop  that it would be
sustained.

      (b) The Sibling  Securities Holder further  acknowledges,  understands and
covenants that pending the listing or quotation of the company's common stock on
an exchange or the NASD's over the counter bulletin board, resale  restrictions,
including,  but not liimited to, a minimum  offering  price if the  Registration
Statement  includes shares for sale directly by the Company,  will be imposed on
Sibling Securities Holder rights to dispose of the registered shares pursuant to
the prospectus constituting a part of the Registration Statement.

      7.13 Notices.

      Any and 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


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<PAGE>

MOTIVATED MINDS, LLC
Registration Rights Agreement
February 27, 2007

(i) the date of  transmission,  if such notice or communication is delivered via
facsimile at the facsimile  telephone  number specified in this Section prior to
6:30 p.m.  (New York time) on a Business  Day,  (ii) the  Business Day after the
date of transmission, if such notice or communication is delivered via facsimile
at the facsimile  telephone  number specified in the signature page hereto later
than 6:30 p.m. (New York time) on any date and earlier than 11:59 p.m. (New York
time) on such date,  (iii) the Business Day  following  the date of mailing,  if
sent by nationally  recognized  overnight  courier service,  or (iv) 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 follows:

         If to the Company:   Sibling Entertainment Group, Inc.
                              511 West 25th Street, Suite 503
                              New York, New York 10001
                              Attention: James Cardwell. Chief Financial Officer
                              Facsimile:

         With copies to:      Richard I. Anslow, Esq.
                              Anslow & Jaclin, LLP Attorney at Law
                              195 Route 9 South, Suite 204
                              Manalapan, New Jersey 07726
                              Facsimile: (732) 577-1188

If to a Sibling  Securities   To  the  address  set  forth  under  such
Holder:                       Sibling Securities  Holder's name on the signature
                              page hereto.

If to any other Person who is To the address of such Holder as it appears in the
then the registered  Holder:  stock transfer books of the Company;

Or such other  address as may be designated  in writing  hereafter,  in the same
manner, by such Person.

      7.13 Waivers and Amendments.

      This Agreement may be amended, modified, superseded, cancelled, renewed or
extended,  and the terms and  conditions  hereof may be waived only by a written
instrument  signed by the parties hereto or, in the case of a waiver,  the party
waiving  compliance.  No delay on the part of any party in exercising any right,
power or privilege hereunder shall operate as a waiver or modification  thereof,
nor shall  any  waiver or  modification  on the part of any party of any  right,
power or privilege  hereunder,  nor any single or partial exercise of any right,
power or privilege hereunder,  preclude any other or further exercise thereof or
the exercise of any other right, power or privilege hereunder.

      7.14 Governing Law.


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<PAGE>

MOTIVATED MINDS, LLC
Registration Rights Agreement
February 27, 2007

      All other questions concerning the construction, validity, enforcement and
interpretation  of this Agreement  shall be governed by the internal laws of the
State of New York, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of New York or any other  jurisdictions)
that would cause the application of the laws of any jurisdictions other than the
State of New York.  Each  party  hereby  irrevocably  submits  to the  exclusive
jurisdiction  of the state and federal  courts  sitting in the City of New York,
for the adjudication of any dispute hereunder or in connection herewith, or with
any transaction  contemplated hereby or discussed herein, and hereby irrevocably
waives,  and agrees not to assert in any suit,  action or proceeding,  any claim
that it is not personally  subject to the  jurisdiction of any such court,  that
such suit, action or proceeding is brought in an inconvenient  forum or that the
venue of such  suit,  action  or  proceeding  is  improper.  Each  party  hereby
irrevocably  waives  personal  service of process and consents to process  being
served in any such suit,  action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees that
such service shall constitute good and sufficient  service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner  permitted by law. EACH PARTY HEREBY  IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE,  AND AGREES NOT TO  REQUEST,  A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE  HEREUNDER OR IN CONNECTION  HEREWITH OR ARISING OUT
OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

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<PAGE>

MOTIVATED MINDS, LLC
Registration Rights Agreement
February 27, 2007

      IN WITNESS  WHEREOF,  the parties  hereto have executed this  Registration
Rights  Agreement as of the dates and year set forth opposite  their  respective
names

EXECUTION DATE:             Sibling Entertainment Group, Inc.
                            By: /s/ Mitchell Maxwell
                            Name: Mitchell Maxwell
                            Title: President and CEO
                            Telephone: 212-414-9600
                            Facsimile: 212-924-9183

                            Sibling  Securities Holder:
EXECUTION DATE:             Motivated Minds, LLC
                            By: /s/ Ira Gaines
                            Name: Ira Gaines
                            Title:

                            Address:
                            Telephone:
                            Facsimile:


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