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                                                                   EXHIBIT 10.13

                                 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 Robert L. 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:          Robert L. Gritzke
                                                  825 Center Street, Unit 501
                                                  Des Plaines, IL 60016


         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/ Robert L. Gritzke
                                          ------------------------------------
                                               Robert L. Gritzke












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