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                                                                   EXHIBIT 10.14



                                 LIGHTFIRST INC.
                             REGISTRATION AGREEMENT



         THIS REGISTRATION AGREEMENT (this "Agreement") is made and entered into
as of the first day of May, 2001, by and between LightFirst Inc., a Delaware
corporation (the "Corporation"), and Richard Gritzke (the "Stockholder").

                                    RECITALS

         A. The Stockholder has agreed to purchase 600,000 shares (the "Shares")
of the Corporation's Common Stock with the understanding that he will receive
securities registration rights with respect to the Shares.

         B. The Corporation deems it desirable for the Corporation to grant
certain securities registration rights to the Stockholder in order to induce the
Stockholder to purchase the Shares.

         NOW, THEREFORE, in consideration of the foregoing, and of the mutual
covenants hereinafter contained, and of other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


                                   AGREEMENTS

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

         (a) "Common Stock" shall mean the common stock of the Corporation,
             $0.001 par value per share.

         (b) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
             amended, and all rules and regulations promulgated thereunder.

         (c) "Registrable Securities" shall mean at any time: (i) any shares of
             Common Stock then outstanding which were issued pursuant to the
             Common Stock Purchase Agreement, dated May 1, 2001, between the
             Corporation and the Stockholder; and (ii) any shares of Common
             Stock issued or issuable with respect to shares of Common Stock
             identified in subsection (i) by way of stock dividend or stock
             split or in connection with a combination of shares,
             recapitalization, merger, consolidation or other reorganization. As
             to any particular Registrable Securities, such securities will
             cease to be Registrable Securities when they have: (x) been
             effectively registered under the Securities Act and disposed of in
             accordance with the Registration Statement covering them; (y) been
             sold to the public in accordance with Rule 144 (or any similar
             provision then in force) promulgated under the Securities Act; or
             (z) been

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             otherwise transferred and new certificates for them not bearing
             a restrictive legend have been delivered by the Corporation.

         (d) "Registration Expenses" shall mean all expenses incident to the
             Corporation's performance of or compliance with this Agreement,
             including, all registration, listing and filing fees, registrars'
             and transfer agents' fees, fees and expenses of compliance with
             securities or blue sky laws, printing expenses, messenger and
             delivery expenses, fees and disbursements of counsel for the
             Corporation and all independent certified public accountants
             (including the expenses of any audits and "cold comfort" letters),
             underwriters (including underwriter's counsel and the preparation
             of any "blue sky" memorandum or surveys, but excluding discounts
             and commissions) and other persons or entities retained by the
             Corporation and reasonable fees and expenses of a single legal
             counsel chosen by the Stockholder and reasonably acceptable to the
             Corporation to represent the Stockholder in connection with a
             Piggyback Registration (as hereinafter defined).

         (e) "Registration Statement" shall mean a registration statement filed
             pursuant to the Securities Act on Form S-1, S-2, S-3, SB-1 or SB-2
             (but not on Form S-8 or any successor form) or any similar
             registration statement pursuant to which the Registrable Securities
             may be registered.

         (f) "Securities Act" shall mean the Securities Act of 1933, as amended,
             and all rules and regulations promulgated thereunder.

2.       PIGGYBACK REGISTRATION.  As used in this Agreement, the following terms
         shall have the following meanings:

         2.1 RIGHT TO PIGGYBACK. If the Corporation determines to register any
             of its securities either for its own account or the account of a
             shareholder(s) exercising demand registration rights (other than a
             registration relating solely to employee benefit plans, or a
             registration relating solely to a transaction pursuant to Rule 145
             promulgated under the Securities Act or a registration on any
             registration form which does not permit secondary sales or does not
             include substantially the same information as would be required to
             be included in a Registration Statement covering the sale of the
             Registrable Securities), the Corporation shall promptly give to
             Stockholder written notice thereof and include in such registration
             (and any related qualification under blue sky laws), and in any
             underwriting involved therein, the number of Registrable Securities
             specified in a written request made by the Stockholder within ten
             (10) days after receipt of such written notice from the
             Corporation.

         2.2 PRIORITY ON REGISTRATIONS. If the registration of which the
             Corporation gives notice is for a registered public offering
             involving an underwriting, the Stockholder's right to registration
             shall be conditioned upon (i) the Stockholder's participation in
             such underwriting and (ii) the inclusion of the Registrable
             Securities in the underwriting pursuant to an underwriting
             agreement in customary form with the underwriter or underwriters
             selected by the Corporation; provided, however, that in the event
             of any



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             reduction in the securities to be included in the registration, the
             securities that may be included in the registration and
             underwriting shall be allocated (1) first, to the Corporation, and
             (2) second, among the Stockholder and the other security holders
             distributing their securities through such underwriting, in
             proportion (as nearly as practicable) to the number of shares owned
             by each such party.

         2.3 PIGGYBACK EXPENSES.  All Registration Expenses incurred by the
             Corporation or the Stockholder in connection with any Piggyback
             Registration will be paid by the Corporation.

3.       DEMAND REGISTRATIONS.


         3.1 REQUESTS FOR REGISTRATION.  Subject to the terms of this Agreement,
             the Stockholder, at any time commencing one year after the date the
             Corporation's first registration statement filed pursuant to the
             Securities Act is declared effective by the Securities and Exchange
             Commission, request that the Corporation file a Registration
             Statement with respect to all or part of their Registrable
             Securities. Within ten (10) days after receipt of any such request,
             the Corporation will give written notice of such request to all
             other holders and will include in such registration all Registrable
             Securities with respect to which the Corporation has received
             written requests for inclusion therein within fifteen (15) days
             after the receipt or refusal of receipt of the Corporation's
             notice. All registrations requested pursuant to this Paragraph 3
             are referred to herein as "Demand Registrations."

         3.2 NUMBER OF DEMAND REGISTRATIONS. The holders will be entitled to
             request two (2) Demand Registrations pursuant to which the
             Registrable Securities shall be registered and in which the
             Corporation will pay all Registration Expenses. A registration will
             not count as one of the permitted Demand Registrations (i) until it
             has become effective (unless such Demand Registration has not
             become effective due solely to the fault of the holders requesting
             such registration) and (ii) unless the holders are able to register
             at least ninety percent (90%) of the Registrable Securities
             requested to be included in such registration (unless such holders
             are not so able to register such amount of the Registrable
             Securities due solely to the fault of such Holders); provided,
             however, that in any event the Corporation will pay all
             Registration Expenses in connection with any registration initiated
             as a Demand Registration.

         3.3 PRIORITY ON DEMAND REGISTRATIONS. The Corporation will not include
             in any Demand Registration any securities which are not Registrable
             Securities without the written consent of the Stockholder. If other
             securities are permitted to be included in a Demand Registration
             which is an underwritten offering and the managing underwriters
             advise the Corporation in writing that in their opinion the number
             of Registrable Securities and other securities requested to be
             included exceeds the number of Registrable Securities and other
             securities which can be sold in such offering, the Corporation will
             include in such registration, prior to the inclusion of any
             securities which are not Registrable Securities, the number of
             Registrable Securities requested to be included which in the
             opinion of such underwriters can be sold, pro




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             rata among the respective holders on the basis of the amount of
             Registrable Securities so requested to be included therein.

         3.4 SELECTION OF UNDERWRITERS. The Corporation shall have the right to
             select the investment banker(s) and manager(s) to administer any
             Demand Registration.

4.       REGISTRATION PROCEDURES. Whenever the holders of Registrable
         Securities have requested that any Registrable Securities be registered
         in a Piggyback Registration pursuant to this Agreement, the Corporation
         will use its reasonable 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 Corporation will as
         expeditiously as possible:

         (a)  prepare and file with the Securities and Exchange Commission (the
             "Commission") a Registration Statement with respect to such
             Registrable Securities and use its best efforts to cause such
             registration statement to become and remain effective for such
             period as may be reasonably necessary to effect the sale of such
             securities, not to exceed 180 days;

         (b) prepare and file with the 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 six
             months 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;

         (c) furnish to each seller of Registrable Securities and the
             underwriters of the securities being registered 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 or underwriters may reasonably request in
             order to facilitate the disposition of the Registrable Securities
             owned by such seller or the sale of such securities by such
             underwriters;

         (d) use its reasonable 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 to consummate the disposition in
             such jurisdictions of the Registrable Securities owned by such
             seller (provided, however, that the Corporation will 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 subparagraph, (ii) subject itself to taxation in any
             such jurisdiction or (iii) consent to general service of process in
             any such jurisdiction);

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





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         (f) provide a transfer agent and registrar for all such Registrable
             Securities not later than the effective date of such Registration
             Statement;

         (g) enter into such customary agreements (including underwriting
             agreements in customary form) and take all such other actions as
             the Stockholder or the underwriters, if any, reasonably request in
             order to expedite or facilitate the disposition of the Registrable
             Securities being sold (including, without limitation, effecting a
             stock split or a combination of shares);

         (h) make available for inspection by each seller of Registrable
             Securities, any underwriter participating in any disposition
             pursuant to such Registration Statement, and any attorney,
             accountant or other agent retained by any such seller or
             underwriter, all financial and other records, pertinent corporate
             documents and properties of the Corporation, and cause the
             Corporation's officers, directors, employees and independent
             accountants to supply all information reasonably requested by any
             such seller, underwriter, attorney, accountant or agent in
             connection with such Registration Statement, including, without
             limitation, any earning statement provided pursuant to Section
             11(a) of the Securities Act;

         (i) notify each seller of such Registrable Securities, promptly after
             it shall receive notice thereof, of the time when such Registration
             Statement has become effective or a supplement to any prospectus
             forming a part of such Registration Statement has been filed; and

         (j) notify each seller of such Registrable Securities of any request by
             the Commission for the amending or supplementing of such
             Registration Statement or prospectus or for additional information;

         (k) prepare and file with the Commission, promptly upon the request of
             any seller of such Registrable Securities, any amendments or
             supplements to such Registration Statement or prospectus which, in
             the opinion of counsel selected by the Stockholder, is required
             under the Securities Act or the rules and regulations thereunder in
             connection with the distribution of Registrable Securities by such
             seller;

         (l) prepare and promptly file with the Commission and promptly notify
             each seller of such Registrable Securities of the filing of such
             amendment or supplement to such 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;

         (m) advise each seller of such Registrable Securities, promptly after
             it shall receive notice or obtain knowledge thereof, of the
             issuance of any stop order by the Commission




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             suspending the effectiveness of such Registration Statement or the
             initiation or threatening of any proceeding for such purpose and
             promptly use all reasonable efforts to prevent the issuance of any
             stop order or to obtain its withdrawal if such stop order should be
             issued.

5.       INDEMNIFICATION.

         5.1 THE CORPORATION.  The Corporation agrees to indemnify and hold
             harmless, to the extent permitted by law, the Stockholder in the
             event that the Stockholder includes any Registrable Securities in a
             Piggyback Registration, its managers, officers and directors and
             each person or entity who controls such Stockholder (within the
             meaning of the Securities Act) against any losses, claims, damages,
             liabilities and expenses, as incurred, arising out of, based upon
             or caused by any untrue or alleged untrue statement of material
             fact contained or required to be contained in any Registration
             Statement (including all documents incorporated therein by
             reference), prospectus or preliminary prospectus or any amendment
             thereof or supplement thereto or any omission or alleged omission
             of a material fact required to be stated therein or necessary to
             make the statements therein not misleading, except insofar as the
             same are caused by or contained in any information furnished to the
             Corporation by the Stockholder in writing expressly for use therein
             or which the Stockholder failed to provide or by the Stockholder's
             failure to deliver a copy of the Registration Statement or
             prospectus or any amendments or supplements thereto after the
             Corporation has furnished the Stockholder with a sufficient number
             of copies of the same or which is otherwise attributable of the
             negligence or willful misconduct of the Stockholder. In connection
             with an underwritten offering, the Corporation will indemnify such
             underwriters, their officers and directors and each person or
             entity who controls such underwriters (within the meaning of the
             Securities Act) to the same extent as provided above with respect
             to the indemnification of the Stockholder.

         5.2 THE STOCKHOLDER.  In connection with any Registration Statement in
             which the Stockholder is participating, each Stockholder will
             furnish to the Corporation in writing, within 15 days after request
             therefor, such information and affidavits as the Corporation
             reasonably requests for use in connection with any such
             Registration Statement or prospectus and agrees to indemnify and
             hold harmless, to the extent permitted by law, the Corporation, its
             directors and officers and each person or entity who controls the
             Corporation (within the meaning of the Securities Act), against any
             losses, claims, damages, liabilities and expenses, as incurred,
             arising out of, based upon or caused by any untrue or alleged
             untrue statement of material fact contained or required to be
             contained in such Registration Statement, prospectus or preliminary
             prospectus or any amendment thereof or supplement thereto or 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 or alleged untrue statement or alleged omission is caused
             by or contained or required to be contained in any information or
             affidavit so furnished or required to be so furnished by the
             Stockholder or by the Stockholder's failure to deliver a copy of
             the Registration Statement or prospectus or any amendments or







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             supplements thereto after the Corporation has furnished the
             Stockholder with a sufficient number of copies of the same or which
             is otherwise attributable to the negligence or willful misconduct
             of the Stockholder. Notwithstanding the foregoing, the obligation
             of the Stockholder to indemnify contained herein will be several,
             not joint and several, among the Stockholder and any other security
             holders distributing securities pursuant to any Registration
             Statement, and the liability of the Stockholder will be in
             proportion to and limited to the net amount received by the
             Stockholder from the sale of Registrable Securities pursuant to
             such Registration Statement. In connection with an underwritten
             offering, the Stockholder will indemnify such underwriters, their
             officers and directors and each person or entity who controls such
             underwriters (within the meaning of the Securities Act) to the same
             extent as provided above with respect to the indemnification of the
             Corporation.

         5.3 NOTICE. Any person or entity entitled to indemnification hereunder
             will: (i) give prompt written notice to the indemnifying party of
             any claim with respect to which it seeks indemnification; 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,
             the indemnifying party will not be subject to any liability for any
             settlement made by the indemnified party without the indemnifying
             party's consent (but such consent will not be unreasonably withheld
             so long as the indemnified party receives a complete release from
             any and all liability). 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.

         5.4 SURVIVAL. The indemnification provided for under this Agreement
             will remain in full force and effect regardless of any
             investigation made by or on behalf of the indemnified party or any
             officer, director or controlling person or entity of such
             indemnified party and will survive the transfer of securities. The
             Company also agrees to make such provisions, as are reasonably
             requested by any indemnified party, for contribution to such party
             in the event the Company's indemnification is unavailable for any
             reason.

6.       MISCELLANEOUS.


         6.1 NO INCONSISTENT AGREEMENTS. The Corporation will not hereafter
             enter into any agreement with respect to its securities which is
             inconsistent with the rights granted to the holders of Registrable
             Securities in this Agreement.

         6.2 ADJUSTMENTS AFFECTING REGISTRABLE SECURITIES. The Corporation will
             not take any action or permit any change to occur with respect to
             its securities which would



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             materially and 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
             materially and adversely affect the marketability of such
             Registrable Securities in any such registration (including, without
             limitation, effecting a stock split or a combination of shares).

         6.3 REMEDIES. Any person or entity having rights under any provision of
             this Agreement will 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.

         6.4 AMENDMENTS AND WAIVERS. Except as otherwise provided herein, the
             provisions of this Agreement may be amended and the Corporation may
             take any action herein prohibited, or omit to perform any act
             herein required to be performed by it, only if the Corporation has
             obtained the written consent of the Stockholder.

         6.5 SUCCESSORS AND ASSIGNS. All covenants and agreements in this
             Agreement by or on behalf of any of the parties hereto will 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.

         6.6 HEADINGS. The headings of various paragraphs of this Agreement have
             been inserted for reference only and shall not be a part of this
             Agreement.

         6.7 SEVERABILITY. Whenever possible, each provision of this Agreement
             shall be interpreted in such a manner as to be effective and valid
             under applicable law. If, however, any provision of this Agreement
             shall be determined by a court of competent jurisdiction to be
             invalid or unenforceable, such provisions shall be ineffective to
             the extent of such invalidity or unenforceability, without
             invalidating the remainder of such provision or the remaining
             provisions of this Agreement.

         6.8 GOVERNING LAW. This Agreement shall be governed by and construed in
             accordance with the internal laws of the State of Illinois without
             reference to (i) its judicially or statutorily pronounced rules
             regarding conflict of laws or choice of law; (ii) where any
             instrument is executed or delivered; (iii) where any payment or
             other performance required by any such instrument is made or
             required to be made; (iv) where any breach of any provision of any
             such instrument occurs, or any cause of action otherwise accrues;
             (v) where any action or other proceeding is instituted or pending;
             (vi) the nationality, citizenship, domicile, principal place of
             business, or jurisdiction or organization or domestication of any
             party; (vii) whether the laws of the form jurisdiction otherwise
             would apply the laws of a jurisdiction other than the State of
             Illinois; or (viii) any combination of the foregoing.







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         6.9 NOTICES. Any notice required or permitted to be given hereunder
             shall be in writing, and shall be either (i) personally delivered,
             (ii) sent by U.S. certified or registered mail, return receipt
             requested, postage prepaid, or (iii) sent by Federal Express or
             other reputable common carrier guaranteeing next business day
             delivery, to the respective addresses of the parties set forth
             below, or to such other place as any party hereto may by notice
             given as provided herein designate for receipt of notices
             hereunder. Any such notice shall be deemed given and effective upon
             receipt or refusal of receipt thereof by the primary party to whom
             it is to be sent.

             If to the Corporation:             LightFirst Inc.
                                                5701 Silentbrook Lane
                                                Rolling Meadows, IL 60008
                                                Attention:  Martin P. Gilmore

             If to the Stockholder:             Richard Gritzke
                                                23 Mariemont Ave
                                                Buffalo, NY 14220

        6.10 ENTIRE AGREEMENT. This Agreement constitutes the entire
             agreement and understanding among the parties with regard to the
             subject matter hereof, and there are no other prior or
             contemporaneous written or oral agreements, undertakings, promises,
             warranties, or covenants respecting such subject matter not
             expressly set forth herein.

        6.11 COUNTERPARTS. This Agreement may be executed in any number of
             identical counterparts, any of which may contain the signatures of
             less than all parties, and all of which together shall constitute a
             single agreement.



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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.


                                       LIGHTFIRST INC., a Delaware corporation



                                       By:      /s/ Martin P. Gilmore
                                          --------------------------------------
                                       Its: President





                                       STOCKHOLDER


                                       By:     /s/ Richard Gritzke
                                           -------------------------------------
                                                Richard Gritzke


























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