Exhibit 10.8

                          REGISTRATION RIGHTS AGREEMENT

      This Registration  Rights Agreement (this "Agreement") is made and entered
into as of September 30, 2004, by and between Creative Vistas,  Inc., an Arizona
corporation (the "Company"), and Laurus Master Fund, Ltd. (the "Purchaser").

      This Agreement is made pursuant to (i) the Securities  Purchase Agreement,
dated as of the date hereof,  by and between the  Purchaser  and the Company (as
amended,  modified or supplemented  from time to time, the "Securities  Purchase
Agreement"),  and pursuant to the Note, the Option and the Warrants  referred to
therein and (ii) the Security  Agreement,  dated as of the date  hereof,  by and
between the Purchaser, certain Subsidiaries of the Company (as amended, modified
or supplemented  from time to time, the "Security  Agreement"),  and pursuant to
the Notes, the Option and the Warrants referred to therein.

      The Company and the Purchaser hereby agree as follows:

      1.  Definitions.  Capitalized  terms used and not otherwise defined herein
that are defined in the Securities Purchase Agreement or the Security Agreement,
as  applicable,  shall have the  meanings  given  such  terms in the  Securities
Purchase  Agreement or the Security  Agreement,  as applicable.  As used in this
Agreement, the following terms shall have the following meanings:

            "Commission" means the Securities and Exchange Commission.

            "Common Stock" means shares of the Company's common stock, par value
$0.01 per share.

            "Effectiveness   Date"  means  (i)  with   respect  to  the  initial
Registration  Statement required to be filed hereunder, a date no later than one
hundred  twenty  (120) days  following  the Filing Date and (ii) with respect to
each additional Registration Statement required to be filed hereunder, a date no
later than forty five (45) days following the applicable Filing Date.

            "Effectiveness  Period"  shall have the meaning set forth in Section
2(a).

            "Exchange  Act"  means  the  Securities  Exchange  Act of  1934,  as
amended, and any successor statute.

            "Filing  Date" means,  (i) with respect to the initial  Registration
Statement  required to be filed hereunder,  a date no later than forty five (45)
days following the date hereof,  (ii) with respect to each $1,000,000 tranche of
Loans  evidenced by a Minimum  Borrowing Note funded after the date hereof,  the
date which is thirty (30) days after such funding of such additional  $1,000,000
tranche of Loans evidenced by a Minimum Borrowing Note and (iii) with respect to
shares of Common Stock  issuable to the Holder as a result of adjustments to the
Fixed Conversion Price made pursuant to the Securities Purchase  Agreement,  the
Security  Agreement,  any Note,  the Option or the Warrant or otherwise,  thirty
(30) days after the  occurrence  such event or the date of the adjustment of the
Fixed Conversion Price.
<PAGE>

            "Holder" or "Holders"  means the Purchaser or any of its  affiliates
or transferees to the extent any of them hold Registrable Securities.

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

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

            "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.

            "Option"  has the  meaning  set  forth  in the  Securities  Purchase
Agreement.

            "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.

            "Registrable  Securities"  means the shares of Common  Stock  issued
upon the conversion of any Note (as defined in each of the  Securities  Purchase
Agreement and the Security Agreement),  issuable upon exercise of the Option and
issuable upon exercise of the Warrants.

            "Registration  Statement" means each registration statement required
to be filed hereunder,  including the Prospectus,  amendments and supplements to
such  registration  statement or Prospectus,  including pre- and  post-effective
amendments,  all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference in such registration statement.

            "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.

            "Rule 415" means Rule 415 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.
<PAGE>

            "Rule 424" means Rule 424 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.

            "Securities  Act" means the Securities Act of 1933, as amended,  and
any successor statute.

            "Securities  Purchase  Agreement"  shall have the  meaning  provided
above.

            "Security Agreement" shall have the meaning provided above.

            "Trading  Market"  means  any of the  NASD  OTCBB,  NASDAQ  SmallCap
Market,  the Nasdaq National Market, the American Stock Exchange or the New York
Stock Exchange.

            "Warrants" means,  collectively,  the Common Stock purchase warrants
issued pursuant to the Securities Purchase Agreement and the Security Agreement.

      2. Registration.

            (a) On or prior to the  applicable  Filing  Date the  Company  shall
      prepare and file with the Commission a Registration Statement covering the
      Registrable  Securities  for an offering to be made on a continuous  basis
      pursuant to Rule 415.  The  Registration  Statement  shall be on Form SB-2
      (except if the Company is not then  eligible  to  register  for resale the
      Registrable Securities on Form SB-2, in which case such registration shall
      be on another appropriate form in accordance herewith).  The Company shall
      use commercially  reasonable efforts to cause such Registration  Statement
      to become effective and remain  effective as provided herein.  The Company
      shall use its  reasonable  commercial  efforts to cause such  Registration
      Statement to be declared effective under the Securities Act as promptly as
      possible  after the  filing  thereof,  but in any event no later  than the
      Effectiveness  Date.  The  Company  shall  use its  reasonable  commercial
      efforts to keep such Registration  Statement  continuously effective under
      the  Securities  Act until the date which is the earlier  date of when (i)
      all  Registrable  Securities  have  been  sold  or  (ii)  all  Registrable
      Securities  may  be  sold  immediately  without   registration  under  the
      Securities Act and without volume restrictions pursuant to Rule 144(k), as
      determined  by the  counsel to the Company  pursuant to a written  opinion
      letter to such effect,  addressed and acceptable to the Company's transfer
      agent and the affected Holders (the "Effectiveness Period").
<PAGE>

            (b) If: (i) any  Registration  Statement is not filed on or prior to
      the applicable Filing Date; (ii) the respective  Registration Statement is
      not declared effective by the Commission by the Effectiveness  Date; (iii)
      after the  respective  Registration  Statement  is filed with and declared
      effective by the  Commission,  such  Registration  Statement  ceases to be
      effective (by suspension or otherwise) as to all Registrable Securities to
      which it is required to relate at any time prior to the  expiration of the
      Effectiveness Period (without being succeeded immediately by an additional
      registration  statement filed and declared effective) for a period of time
      which  shall  exceed  30 days in the  aggregate  per year or more  than 20
      consecutive  calendar days (defined as a period of 365 days  commencing on
      the date the Registration  Statement is declared  effective);  or (iv) the
      Common Stock is not listed or quoted,  or is suspended from trading on any
      Trading Market for a period of five (5) consecutive Trading Days (provided
      the  Company  shall not have been  able to cure  such  trading  suspension
      within 30 days of the notice  thereof or list the Common  Stock on another
      Trading  Market);  (any such  failure or breach  being  referred  to as an
      "Event,"  and for  purposes  of clause  (i) or (ii) the date on which such
      Event  occurs,  or for purposes of clause (iii) the date which such 30 day
      or 20  consecutive  day  period (as the case may be) is  exceeded,  or for
      purposes of clause (iv) the date on which such five (5) Trading Day period
      is exceeded, being referred to as "Event Date"), then until the applicable
      Event is cured, the Company shall pay to each Holder an amount in cash, as
      liquidated  damages  and not as a penalty,  equal to 2.0% for each  thirty
      (30) day period (prorated for partial periods) on a daily basis of the sum
      of (x) the  original  principal  amount  of the  Note (as  defined  in the
      Securities  Purchase  Agreement) plus (y) the original principal amount of
      each  applicable  Minimum  Borrowing  Note  (as  defined  in the  Security
      Agreement).  While such Event continues,  such liquidated damages shall be
      paid not less often than each  thirty  (30)  days.  Any unpaid  liquidated
      damages as of the date when an Event has been cured by the  Company  shall
      be paid within five (5)  business  days  following  the date on which such
      Event has been cured by the Company.

      3. Within  three  business  days of the  Effectiveness  Date,  the Company
shall, if required by the transfer  agent,  cause its counsel to issue a blanket
opinion  in form  and  substance  satisfactory  to the  transfer  agent,  to the
transfer agent stating that the shares are subject to an effective  registration
statement and can be reissued free of  restrictive  legend upon notice of a sale
by the Purchaser and confirmation by the Purchaser that it has complied with the
prospectus delivery requirements,  provided that the Company has not advised the
transfer agent orally or in writing that the opinion has been withdrawn.  Copies
of the blanket  opinion  required by this Section 3 shall be delivered to Laurus
within the time frame set forth above.

      4. Registration Procedures. If and whenever the Company is required by the
provisions hereof to effect the registration of any Registrable Securities under
the Securities Act, the Company will, as expeditiously as possible:

            (a) prepare and file with the Commission the Registration  Statement
      with  respect  to such  Registrable  Securities,  respond as  promptly  as
      possible to any comments  received from the  Commission,  and use its best
      efforts to cause the Registration Statement to become and remain effective
      for the Effectiveness Period with respect thereto, and promptly provide to
      the  Purchaser  copies of all  filings and  Commission  letters of comment
      relating thereto;
<PAGE>

            (b)  prepare  and  file  with the  Commission  such  amendments  and
      supplements  to the  Registration  Statement  and the  Prospectus  used in
      connection  therewith as may be necessary to comply with the provisions of
      the  Securities  Act with respect to the  disposition  of all  Registrable
      Securities  covered  by  the  Registration  Statement  and  to  keep  such
      Registration Statement effective until the expiration of the Effectiveness
      Period;

            (c)  furnish  to  the  Purchaser   such  number  of  copies  of  the
      Registration Statement and the Prospectus included therein (including each
      preliminary  Prospectus)  as  the  Purchaser  reasonably  may  request  to
      facilitate the public sale or disposition  of the  Registrable  Securities
      covered by the Registration Statement;

            (d) use its commercially  reasonable  efforts to register or qualify
      the  Purchaser's   Registrable  Securities  covered  by  the  Registration
      Statement  under the  securities or "blue sky" laws of such  jurisdictions
      within  the  United  States  as  the  Purchaser  may  reasonably  request,
      provided,  however,  that the  Company  shall not for any such  purpose be
      required  to  qualify   generally  to  transact   business  as  a  foreign
      corporation in any jurisdiction where it is not so qualified or to consent
      to general service of process in any such jurisdiction;

            (e) list the  Registrable  Securities  covered  by the  Registration
      Statement  with any  securities  exchange on which the Common Stock of the
      Company is then listed;

            (f)  immediately  notify the Purchaser at any time when a Prospectus
      relating  thereto is required to be delivered under the Securities Act, of
      the  happening of any event of which the Company has knowledge as a result
      of which the Prospectus contained 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 light of the circumstances  then
      existing; and

            (g) make available for inspection by the Purchaser and any attorney,
      accountant  or  other  agent  retained  by  the  Purchaser,  all  publicly
      available,   non-confidential   financial  and  other  records,  pertinent
      corporate documents and properties of the Company, and cause the Company's
      officers,  directors  and  employees  to supply  all  publicly  available,
      non-confidential   information   reasonably  requested  by  the  attorney,
      accountant or agent of the Purchaser.

      5.  Registration   Expenses.   All  expenses  relating  to  the  Company's
compliance with Sections 2, 3 and 4 hereof, including,  without limitation,  all
registration  and filing fees,  printing  expenses,  fees and  disbursements  of
counsel and independent  public  accountants for the Company,  fees and expenses
(including  reasonable  counsel fees) incurred in connection with complying with
state securities or "blue sky" laws, fees of the NASD,  transfer taxes,  fees of
transfer  agents and  registrars,  fees of, and  disbursements  incurred by, one
counsel for the Holders (to the extent such counsel is required due to Company's
failure to meet any of its  obligations  hereunder),  are  called  "Registration
Expenses".  All  selling  commissions  applicable  to the  sale  of  Registrable
Securities,  including any fees and  disbursements of any special counsel to the
Holders  beyond those included in  Registration  Expenses,  are called  "Selling
Expenses." The Company shall only be responsible for all Registration Expenses.
<PAGE>

      6. Indemnification.

            (a) In the event of a  registration  of any  Registrable  Securities
      under the  Securities  Act  pursuant to this  Agreement,  the Company will
      indemnify and hold harmless the Purchaser, and its officers, directors and
      each other person,  if any, who controls the Purchaser  within the meaning
      of the Securities Act, against any losses, claims, damages or liabilities,
      joint or  several,  to which the  Purchaser,  or such  persons  may become
      subject under the  Securities  Act or  otherwise,  insofar as such losses,
      claims,  damages or liabilities (or actions in respect  thereof) arise out
      of or are based upon any untrue  statement or alleged untrue  statement of
      any material fact contained in any Registration Statement under which such
      Registrable  Securities were registered  under the Securities Act pursuant
      to  this  Agreement,   any  preliminary  Prospectus  or  final  Prospectus
      contained therein, or any amendment or supplement thereof, or arise out of
      or are based upon the  omission  or alleged  omission  to state  therein a
      material  fact  required  to be stated  therein or  necessary  to make the
      statements therein not misleading,  and will reimburse the Purchaser,  and
      each such person for any reasonable  legal or other  expenses  incurred by
      them in connection with  investigating or defending any such loss,  claim,
      damage, liability or action; provided,  however, that the Company will not
      be liable in any such case if and to the extent that any such loss, claim,
      damage or liability  arises out of or is based upon an untrue statement or
      alleged  untrue  statement  or  omission  or alleged  omission  so made in
      conformity with information  furnished by or on behalf of the Purchaser or
      any such person in writing specifically for use in any such document.

            (b) In the event of a  registration  of the  Registrable  Securities
      under the  Securities Act pursuant to this  Agreement,  the Purchaser will
      indemnify and hold harmless the Company,  and its officers,  directors and
      each other person,  if any, who controls the Company within the meaning of
      the Securities Act,  against all losses,  claims,  damages or liabilities,
      joint or several,  to which the Company or such persons may become subject
      under the  Securities  Act or otherwise,  insofar as such losses,  claims,
      damages or liabilities (or actions in respect thereof) arise out of or are
      based  upon (x) the  Purchaser's  failure  to comply  with the  prospectus
      delivery requirements of the Securities Act or (y) any untrue statement or
      alleged  untrue  statement  of any  material  fact which was  furnished in
      writing by the  Purchaser  to the Company  expressly  for use in (and such
      information is contained in) the  Registration  Statement under which such
      Registrable  Securities were registered  under the Securities Act pursuant
      to  this  Agreement,   any  preliminary  Prospectus  or  final  Prospectus
      contained therein, or any amendment or supplement thereof, or arise out of
      or are based upon the  omission  or alleged  omission  to state  therein a
      material  fact  required  to be stated  therein or  necessary  to make the
      statements therein not misleading, and will reimburse the Company and each
      such person for any reasonable legal or other expenses incurred by them in
      connection with  investigating or defending any such loss, claim,  damage,
      liability or action, provided,  however, that the Purchaser will be liable
      in any such  case if and only to the  extent  that any such  loss,  claim,
      damage or liability  arises out of or is based upon an untrue statement or
      alleged  untrue  statement  or  omission  or alleged  omission  so made in
      conformity with  information  furnished in writing to the Company by or on
      behalf  of the  Purchaser  specifically  for  use in  any  such  document.
      Notwithstanding the provisions of this paragraph,  the Purchaser shall not
      be required to  indemnify  any person or entity in excess of the amount of
      the  aggregate  net  proceeds  received  by the  Purchaser  in  respect of
      Registrable  Securities in connection with any such registration under the
      Securities Act.
<PAGE>

            (c)   Promptly   after   receipt  by  a  party   entitled  to  claim
      indemnification  hereunder  (an  "Indemnified  Party")  of  notice  of the
      commencement of any action,  such Indemnified  Party shall, if a claim for
      indemnification  in respect  thereof is to be made  against a party hereto
      obligated to indemnify such Indemnified Party (an  "Indemnifying  Party"),
      notify the Indemnifying  Party in writing thereof,  but the omission so to
      notify the  Indemnifying  Party  shall not  relieve it from any  liability
      which it may have to such Indemnified  Party other than under this Section
      6(c) and shall  only  relieve it from any  liability  which it may have to
      such  Indemnified  Party under this  Section 6(c) if and to the extent the
      Indemnifying Party is prejudiced by such omission. In case any such action
      shall be brought  against any  Indemnified  Party and it shall  notify the
      Indemnifying  Party of the commencement  thereof,  the Indemnifying  Party
      shall be entitled to  participate  in and, to the extent it shall wish, to
      assume and undertake the defense thereof with counsel satisfactory to such
      Indemnified  Party, and, after notice from the Indemnifying  Party to such
      Indemnified  Party of its election so to assume and  undertake the defense
      thereof,  the  Indemnifying  Party shall not be liable to such Indemnified
      Party under this Section 6(c) for any legal expenses subsequently incurred
      by such Indemnified  Party in connection with the defense thereof;  if the
      Indemnified  Party  retains its own counsel,  then the  Indemnified  Party
      shall pay all fees, costs and expenses of such counsel, provided, however,
      that, if the  defendants in any such action  include both the  indemnified
      party and the  Indemnifying  Party and the  Indemnified  Party  shall have
      reasonably concluded that there may be reasonable defenses available to it
      which  are  different  from  or  additional  to  those  available  to  the
      Indemnifying Party or if the interests of the Indemnified Party reasonably
      may be deemed to conflict  with the interests of the  Indemnifying  Party,
      the Indemnified  Party shall have the right to select one separate counsel
      and to assume such legal  defenses  and  otherwise to  participate  in the
      defense of such  action,  with the  reasonable  expenses  and fees of such
      separate  counsel and other expenses  related to such  participation to be
      reimbursed by the Indemnifying Party as incurred.

            (d) In order to provide for just and equitable  contribution  in the
      event of joint  liability  under the  Securities  Act in any case in which
      either (i) the Purchaser,  or any officer,  director or controlling person
      of the  Purchaser,  makes a claim  for  indemnification  pursuant  to this
      Section  6 but it is  judicially  determined  (by  the  entry  of a  final
      judgment or decree by a court of competent jurisdiction and the expiration
      of time to appeal or the  denial of the last  right of  appeal)  that such
      indemnification may not be enforced in such case  notwithstanding the fact
      that this Section 6 provides  for  indemnification  in such case,  or (ii)
      contribution  under the  Securities Act may be required on the part of the
      Purchaser or such officer, director or controlling person of the Purchaser
      in circumstances for which  indemnification is provided under this Section
      6;  then,  and in each such  case,  the  Company  and the  Purchaser  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 the  Purchaser  is  responsible  only for the  portion
      represented  by the  percentage  that  the  public  offering  price of its
      securities  offered  by the  Registration  Statement  bears to the  public
      offering price of all securities  offered by such Registration  Statement,
      provided,  however,  that, in any such case, (A) the Purchaser will not be
      required to contribute  any amount in excess of the public  offering price
      of all  such  securities  offered  by it  pursuant  to  such  Registration
      Statement;   and  (B)  no   person  or   entity   guilty   of   fraudulent
      misrepresentation (within the meaning of Section 10(f) of the Act) will be
      entitled to  contribution  from any person or entity who was not guilty of
      such fraudulent misrepresentation.
<PAGE>

      7. Representations and Warranties.

            (a) The  Common  Stock of the  Company  is  registered  pursuant  to
      Section 12(b) or 12(g) of the Exchange Act.  A.C.  Technical  Systems Ltd.
      ("AC Tech") has furnished the Purchaser  with copies of: AC Tech's audited
      balance sheet, statement of retained earnings, statement of operations and
      statement of cash flows for the fiscal  years ended  December 31, 2002 and
      December 31, 2003 (collectively,  the "Financial Statements"). None of the
      Financial  Statements  (nor the notes  thereto  included in the  Financial
      Statements),  as of their respective dates, contained any untrue statement
      of a material  fact or omitted to state a  material  fact  required  to be
      stated  therein or necessary to make the statements  therein,  in light of
      the  circumstances  under  which  they  were  made,  not  misleading.  The
      Financial  Statements  comply  as to form in all  material  respects  with
      applicable accounting requirements and the published rules and regulations
      of the Commission or other  applicable  rules and regulations with respect
      thereto.  Such Financial  Statements have been prepared in accordance with
      generally  accepted  accounting  principles  (x) in the case of the period
      ended December 31, 2002, as in effect in Canada and (y) in the case of the
      period  ended  December  31,  2003,  as in effect in the United  States of
      America,  in each case,  applied on a consistent  basis during the periods
      involved  (except  (i) as may be  otherwise  indicated  in such  financial
      statements or the notes  thereto or (ii) in the case of unaudited  interim
      statements,  to the  extent  they  may  not  include  footnotes  or may be
      condensed)  and fairly  present in all  material  respects  the  financial
      condition,  the results of operations,  the retained earnings and the cash
      flows of AC Tech,  as of,  and for,  the  periods  presented  in each such
      Financial Statements.
<PAGE>

            (b) The  Common  Stock is listed  for  trading on the NASD OTCBB and
      satisfies all  requirements  for the  continuation  of such  listing.  The
      Company has not received any notice that its Common Stock will be delisted
      from the NASD  OTCBB  (except  for prior  notices  which  have been  fully
      remedied) or that the Common Stock does not meet all  requirements for the
      continuation of such listing.

            (c) Neither the Company,  nor any of its affiliates,  nor any person
      acting on its or their behalf,  has directly or indirectly made any offers
      or sales of any security or solicited any offers to buy any security under
      circumstances that would cause the offering of the Securities  pursuant to
      the  Securities  Purchase  Agreement  and  the  Security  Agreement  to be
      integrated  with  prior  offerings  by the  Company  for  purposes  of the
      Securities  Act which would  prevent the Company  from  selling the Common
      Stock  pursuant to Rule 506 under the  Securities  Act, or any  applicable
      exchange-related  stockholder approval provisions, nor will the Company or
      any of its affiliates or subsidiaries  take any action or steps that would
      cause  the  offering  of  such  Securities  to be  integrated  with  other
      offerings.

            (d) The  Warrants,  the  Option,  the Notes and the shares of Common
      Stock which the Purchaser may acquire pursuant to the Warrants, the Option
      and the Notes are all restricted securities under the Securities Act as of
      the date of this  Agreement.  The Company will not issue any stop transfer
      order  or  other  order  impeding  the  sale  and  delivery  of any of the
      Registrable  Securities at such time as such  Registrable  Securities  are
      registered for public sale or an exemption from registration is available,
      except as required by federal or state securities laws.

            (e) The Company understands the nature of the Registrable Securities
      issuable upon the conversion of the Notes,  the exercise of the Option and
      the  exercise  of the  Warrant and  recognizes  that the  issuance of such
      Registrable  Securities may have a potential  dilutive effect. The Company
      specifically  acknowledges  that its  obligation to issue the  Registrable
      Securities is binding upon the Company and  enforceable  regardless of the
      dilution  such  issuance  may  have on the  ownership  interests  of other
      shareholders of the Company.

            (f) The Company  will at all times have  authorized  and  reserved a
      sufficient number of shares of Common Stock for the full conversion of the
      Notes, the exercise of the Option and the exercise of the Warrants.

      8. Miscellaneous.

            (a)  Remedies.  In the  event of a  breach  by the  Company  or by a
      Holder, of any of their respective 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.
<PAGE>

            (b) No  Piggyback  on  Registrations.  Except  as and to the  extent
      specified  in  Schedule  7(b)  hereto,  neither the Company nor any of its
      security holders (other than the Holders in such capacity pursuant hereto)
      may include securities of the Company in any Registration  Statement other
      than the Registrable Securities,  and the Company shall not after the date
      hereof enter into any agreement  providing any such right for inclusion of
      shares  in the  Registration  Statement  to any of its  security  holders.
      Except as and to the extent specified in Schedule 8(b) hereto, the Company
      has not previously  entered into any agreement  granting any  registration
      rights with respect to any of its  securities  to any Person that have not
      been fully satisfied.

            (c) 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.

            (d) Discontinued Disposition.  Each Holder agrees by its acquisition
      of such  Registrable  Securities  that,  upon receipt of a notice from the
      Company of the occurrence of a  Discontinuation  Event (as defined below),
      such Holder will forthwith  discontinue  disposition  of such  Registrable
      Securities under the applicable Registration Statement until such Holder's
      receipt  of the  copies  of the  supplemented  Prospectus  and/or  amended
      Registration Statement or until it is advised in writing (the "Advice") by
      the Company that the use of the applicable Prospectus may be resumed, and,
      in either case,  has received  copies of any  additional  or  supplemental
      filings that are incorporated or deemed to be incorporated by reference in
      such  Prospectus  or  Registration  Statement.  The  Company  may  provide
      appropriate  stop orders to enforce the provisions of this paragraph.  For
      purposes of this Section  8(d), a  "Discontinuation  Event" shall mean (i)
      when the Commission  notifies the Company whether there will be a "review"
      of such  Registration  Statement and whenever the  Commission  comments in
      writing on such Registration Statement (the Company shall provide true and
      complete copies thereof and all written  responses  thereto to each of the
      Holders); (ii) any request by the Commission or any other Federal or state
      governmental  authority for amendments or supplements to such Registration
      Statement or Prospectus or for additional information;  (iii) the issuance
      by the Commission of any stop order  suspending the  effectiveness of such
      Registration  Statement covering any or all of the Registrable  Securities
      or the initiation of any Proceedings for that purpose;  (v) the receipt by
      the Company of any  notification  with  respect to the  suspension  of the
      qualification  or exemption from  qualification  of any of the Registrable
      Securities for sale in any jurisdiction,  or the initiation or threatening
      of any  Proceeding  for such  purpose;  and/or (vi) the  occurrence of any
      event or passage of time that makes the financial  statements  included in
      such  Registration  Statement  ineligible  for  inclusion  therein  or any
      statement  made  in  such  Registration  Statement  or  Prospectus  or any
      document  incorporated or deemed to be  incorporated  therein by reference
      untrue in any  material  respect or that  requires  any  revisions to such
      Registration Statement, Prospectus or other documents so that, in the case
      of such Registration Statement or Prospectus,  as the case may be, it will
      not contain any untrue  statement of a material  fact or omit to state any
      material  fact  required  to be stated  therein or  necessary  to make the
      statements  therein,  in light of the circumstances  under which they were
      made, not misleading.
<PAGE>

            (e)   Piggy-Back   Registrations.   If  at  any  time   during   the
      Effectiveness  Period  there is not an  effective  Registration  Statement
      covering all of the Registrable Securities and the Company shall determine
      to prepare and file with the Commission a registration  statement relating
      to an  offering  for its own  account or the  account of others  under the
      Securities Act of any of its equity securities,  other than on Form S-4 or
      Form S-8 (each as  promulgated  under the  Securities  Act) or their  then
      equivalents   relating  to  equity  securities  to  be  issued  solely  in
      connection  with any  acquisition  of any  entity  or  business  or equity
      securities  issuable in  connection  with stock  option or other  employee
      benefit  plans,  then the Company shall send to each Holder written notice
      of such  determination  and, if within  fifteen days after receipt of such
      notice,  any such Holder  shall so request in writing,  the Company  shall
      include in such registration statement all or any part of such Registrable
      Securities such holder requests to be registered to the extent the Company
      may do so without violating  registration  rights of others which exist as
      of the date of this Agreement,  subject to customary  underwriter cutbacks
      applicable to all holders of registration  rights and subject to obtaining
      any required the consent of any selling  stockholder(s)  to such inclusion
      under such registration statement.

            (f)  Amendments  and  Waivers.  The  provisions  of this  Agreement,
      including the provisions of this sentence, may not be amended, modified or
      supplemented,  and waivers or consents to departures  from the  provisions
      hereof may not be given, unless the same shall be in writing and signed by
      the  Company  and  the  Holders  of  the  then   outstanding   Registrable
      Securities.  Notwithstanding the foregoing,  a waiver or consent to depart
      from  the  provisions  hereof  with  respect  to  a  matter  that  relates
      exclusively to the rights of certain Holders and that does not directly or
      indirectly  affect the rights of other  Holders may be given by Holders of
      at least a majority of the Registrable  Securities to which such waiver or
      consent relates;  provided,  however, that the provisions of this sentence
      may not be amended,  modified,  or supplemented  except in accordance with
      the provisions of the immediately preceding sentence.

            (g)  Notices.  Any notice or request  hereunder  may be given to the
      Company or the Purchaser at the respective addresses set forth below or as
      may  hereafter be specified in a notice  designated as a change of address
      under this Section 8(g). Any notice or request hereunder shall be given by
      registered or certified  mail,  return receipt  requested,  hand delivery,
      overnight  mail,  Federal  Express or other  national  overnight  next day
      carrier (collectively, "Courier") or telecopy (confirmed by mail). Notices
      and requests  shall be, in the case of those by hand  delivery,  deemed to
      have been given when  delivered to any party to whom it is  addressed,  in
      the case of those by mail or  overnight  mail,  deemed to have been  given
      three (3) business days after the date when  deposited in the mail or with
      the overnight  mail carrier,  in the case of a Courier,  the next business
      day following timely delivery of the package with the Courier, and, in the
      case of a telecopy,  when  confirmed.  The  address  for such  notices and
      communications shall be as follows:
<PAGE>

            If to the Company:              Creative Vistas, Inc.
                                            Attention: Chief Financial Officer
                                            2100 Forbes Street, Units-8-10
                                            Whitby, Ontario, L1N 9T3
                                            Canada
                                            Telephone: 905.666.8676
                                            Facsimile: 905.666.9795

                                            with a copy to:
                                            Feldman Weinstein LLP
                                            420 Lexington Avenue
                                            New York, NY 10170
                                            Attention: David N. Feldman
                                            Telephone: (212) 869-7000
                                            Facsimile: (212) 997-4242

            If to a Purchaser:              To the address set forth
                                            under such Purchaser name on
                                            the signature pages hereto.

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

      or such  other  address  as may be  designated  in  writing  hereafter  in
      accordance with this Section 8(g) by such Person.

            (h)  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.  The
      Company  may not assign its rights or  obligations  hereunder  without the
      prior  written  consent of each  Holder.  Each  Holder  may  assign  their
      respective  rights hereunder in the manner and to the Persons as permitted
      under the Securities Purchase  Agreement,  the Security Agreement and each
      Note.

            (i) Execution and  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.
<PAGE>

            (j)  Governing  Law.  All  questions  concerning  the  construction,
      validity,  enforcement  and  interpretation  of this  Agreement  shall  be
      governed by and  construed  and enforced in  accordance  with the internal
      laws of the  State  of New  York,  without  regard  to the  principles  of
      conflicts  of  law  thereof.   Each  party  agrees  that  all  Proceedings
      concerning   the   interpretations,   enforcement   and   defense  of  the
      transactions contemplated by this Agreement shall be commenced exclusively
      in the state and federal courts  sitting in the City of New York,  Borough
      of  Manhattan.  Each  party  hereto  hereby  irrevocably  submits  to  the
      exclusive jurisdiction of the state and federal courts sitting in the City
      of New York,  Borough of  Manhattan  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 Proceeding,  any claim that it is not personally  subject
      to the  jurisdiction of any such court,  that such Proceeding is improper.
      Each party hereto hereby  irrevocably  waives personal  service of process
      and consents to process  being served in any such  Proceeding by mailing a
      copy thereof via registered or certified mail or overnight  delivery (with
      evidence of  delivery)  to such party at the address in effect for 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  hereto  hereby
      irrevocably waives, to the fullest extent permitted by applicable law, any
      and all right to trial by jury in any legal  proceeding  arising out of or
      relating to this Agreement or the  transactions  contemplated  hereby.  If
      either party shall commence a Proceeding to enforce any provisions of this
      Agreement,  the Securities Purchase Agreement,  any Related Agreement, the
      Security Agreement or any Ancillary  Agreement,  then the prevailing party
      in  such  Proceeding  shall  be  reimbursed  by the  other  party  for its
      reasonable  attorneys fees and other costs and expenses  incurred with the
      investigation, preparation and prosecution of such Proceeding.

            (k) Cumulative Remedies. The remedies provided herein are cumulative
      and not exclusive of any remedies provided by law.

            (l) 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,  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 including any of such that may be hereafter declared
      invalid, illegal, void or unenforceable.
<PAGE>

            (m) Headings.  The headings in this Agreement are for convenience of
      reference only and shall not limit or otherwise affect the meaning hereof.

                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK;
                             SIGNATURE PAGE FOLLOWS]
<PAGE>

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

CREATIVE VISTAS, INC.                   LAURUS MASTER FUND, LTD.


By:   /s/ Sayan Navaratnam              By:   /s/ David Grin
      -------------------------------         ----------------------------------
Name: Sayan Navaratnam                  Name: David Grin
      -------------------------------         ----------------------------------
Title: CEO                              Title:
      -------------------------------         ----------------------------------

                                        Address for Notices:

                                        825 Third Avenue - 14th Floor
                                        New York, NY  10022
                                        Attention: Eugene Grin
                                        Facsimile: 212-541-4434
<PAGE>

                                  SCHEDULE 7(B)