Filed by Automated Filing Services Inc. (604) 609-0244 - The Electric Network.com, Inc. - Exhibit 10.8







SHAREHOLDER RIGHTS AGREEMENT 



THIS AGREEMENT is made effective the last date written below.



BETWEEN: 



  
    
       THE ELECTRIC NETWORK.COM, INC., a corporation
        formed pursuant to the laws of the State of Nevada and having an office
        for business located at Suite 208 – 800 N. Rainbow Blvd., Las Vegas,
        NV, 89107-1103 

       (the “Company”) 

    

  



 AND: 


  
    
      JANIS DOUVILLE 

        THE UNDERSIGNED HOLDER of shares of the Company’s
        common stock 

       (the “Shareholder”) 

    

  




WHEREAS: 


 A.        the Company
  is engaged in the business of serving as an Internet marketplace where consumers
  and entrepreneurs can meet to buy, sell or exchange goods and services; 

 B.        the Shareholder
  is the registered and beneficial owner of that number of shares of the Company’s
  common stock shown on the last page of this Agreement (the “Shares”);


 C.        the Shareholder
  may be considered a “promoter” of the Company pursuant to the Rules
  and Regulations of the Securities and Exchange Commission (the “SEC”);


 D.        in order
  to eliminate any concerns that the Shares are subject to restrictions on transfer
  pursuant to the Securities Act of 1933 (the “Securities Act”), the
  Shareholder has requested that the Company register these Shares for resale;
  and 

 E.        the Company
  has agreed to register the Shares pursuant to the terms hereof, provided that
  the Shareholder agree to limitations on his ability to dispose of the Shares
  as set forth herein. 

 NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration
  of the premises and other good and valuable consideration, the sufficiency of
  which is hereby acknowledged, the parties hereto hereby agree as follows: 









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 ARTICLE 1 

  LIMITATIONS ON RESALE  

             The
  Shareholder agrees that he will not sell in the public market more than 50,000
  of the Shares in any three month period and agrees that the certificates representing
  the Shares held by the Shareholder will be marked by a legend to prevent any
  sales in excess of this amount, provided that in the event that the Shareholder
  sells the Shares in a private transaction to a bona fide purchaser in compliance
  with the requirements of the Securities Act the purchaser acquiring such Shares
  will not be subject to the limitations provided for herein. 

 ARTICLE 2  

  REGISTRATION STATEMENT  

 2.1        Subject
  to the timely receipt of information reasonably requested from the Shareholder
  in connection with a registration statement on Form SB-2, or such other form
  as may be available to the Company (the “Registration Statement”),
  as soon as possible following the execution hereof, the Company will use its
  commercially reasonable best efforts to file a Registration Statement with the
  SEC for the purpose of qualifying the resale of the Shares in accordance with
  the Securities Act and will use its commercially reasonable best efforts to
  have the Registration Statement declared effective by the SEC. 

 2.2        The Company
  agrees to keep the Registration Statement continuously effective for a period
  of one year following the execution hereof or until the distribution described
  in the Registration Statement has been completed, whichever period is shorter
  by using its commercially reasonable best efforts to file such amendments to
  the Registration Statement as are required with the SEC in accordance with the
  Securities Act. 

 2.4        The Company
  will use its commercially reasonable best efforts to effect the registration
  and sale of the Shares in accordance with such reasonable methods of disposition
  as may be specified in writing by the shareholders participating therein. Without
  limiting the foregoing, the Company in each such case will, as expeditiously
  as is commercially reasonable: 

	 	(a)	prepare and file with the
        SEC the Registration Statement to effect such registration (including
        such audited financial statements as may be required by the Securities
        Act or the rules and regulations promulgated thereunder) and use its commercially
        reasonable best efforts to cause such Registration Statement to become
        effective, and cause the Registration Statement and the related prospectus
        and any amendment or supplement thereto, as of the effective date of the
        Registration Statement, or such amendment or supplement

      

	 	 	
	

	 	 	(A) 
	to comply in all material respects with
        the applicable requirements of the Securities Act and the rules and regulations
        of the SEC promulgated under the Securities Act, and

	 	 	
	

	 	 	(B) 
	not to contain any untrue statement
        of a material fact or omit to state a material fact required to be stated
        therein or necessary













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	 	to make the statements therein in the light of all the facts
      and circumstances not misleading;
	 	 	 
	 	(b)
	promptly prepare and file
        with the SEC such amendments and supplements to the Registration Statement
        and the prospectus used in connection with the Registration Statement
        as may be necessary to keep the Registration Statement effective and to
        comply with the provisions of the Securities Act with respect to the disposition
        of the Shares until the earlier of such time as all such Shares have been
        disposed of in accordance with the intended methods of disposition by
        the Shareholder as set forth in the Registration Statement or a date calculated
        as described in Subsection 2.2;

	 	 	 
	 	(c)
	furnish to the Shareholder
        one conformed copy of the Registration Statement and of each such amendment
        and supplement thereto (in each case including all exhibits) and one copy
        of each document incorporated by reference therein and such number of
        copies of the prospectus included in the Registration Statement (including
        each preliminary prospectus and any summary prospectus) and any other
        prospectus filed under Rule 424 promulgated under the Securities Act relating
        to the Shares, and such other documents as the Shareholder may reasonably
        request to facilitate the disposition of the Shares;

      

	 	 	 
	 	(d)
	use its commercially reasonable
        best efforts to register or qualify the Shares and other securities covered
        by the Registration Statement under such securities or Blue Sky laws of
        the states of the United States as the Shareholder shall reasonably request,
        to keep such registration or qualification in effect for so long as the
        Registration Statement remains in effect (subject to the limitations in
        this Section) except that the Company shall not for any such purpose be
        required to qualify generally to do business as a foreign corporation
        in any jurisdiction in which it is not and would not, but for the requirements
        of this Paragraph, be obligated to be so qualified, or to subject itself
        to taxation in any such jurisdiction, or to consent to general service
        of process in any such jurisdiction;

      

	 	 	 
	 	(e)
	immediately notify the Shareholder,
        at any time when a prospectus or prospectus supplement relating thereto
        is required to be delivered under the Securities Act, upon discovery that,
        or upon the happening of any event as a result of which, the prospectus
        included in the Registration Statement, as then in effect, includes an
        untrue statement of a material fact or omits to state any material fact
        required to be stated therein or necessary to make the statements therein
        not misleading in the light of the circumstances then existing, which
        untrue statement or omission requires amendment of the Registration Statement
        or supplementation of the prospectus, and promptly thereafter prepare
        and furnish to the Shareholder a reasonable number of copies of a supplement
        to or an amendment of such prospectus as may be necessary so that, as
        thereafter delivered to the purchasers of such Shares such prospectus
        shall not include an untrue statement of a material fact or omit to state
        a material fact required to be stated therein or necessary to make the
        statements therein not misleading in the light of the facts and circumstances
        then existing;

      













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	 	(f)	otherwise use commercially reasonable
        best efforts to comply with all applicable rules and regulations of the
        SEC; and

	 	 	 
	 	(g)	pay all registration expenses in connection with the registration
      of the Shares.


 2.5        In connection with any
  registration or qualification of the Shares under this Agreement: 

	 	(a)	to the extent permitted under federal
        and state securities laws, the Company shall indemnify and hold harmless
        the Shareholder, including but not limited to each person or entity, if
        any, who controls the Shareholder within the meaning of section 15 of
        the Securities Act, against all losses, claims, damages, liabilities and
        expenses (including but not limited to reasonable expenses incurred in
        investigating, preparing and defending against any claim) to which the
        Shareholder or such controlling person may become subject under the Securities
        Act, the U.S. Securities Exchange Act of 1934 or otherwise, insofar as
        the same arise out of or are based upon or are caused by any untrue statement
        or alleged untrue statement of a material fact contained in the Registration
        Statement or prospectus (as amended or supplemented if the Company shall
        have furnished any amendments or supplements thereto) furnished pursuant
        to this Agreement or insofar as the same arise out of, are based upon
        or are caused by any omission or alleged omission to state therein a material
        fact required to be stated therein or necessary to make the statement
        therein not misleading, except insofar as such losses, claims, damages,
        liabilities or expenses are ultimately determined to have arisen out of
        or were based upon or were caused by any untrue statement or alleged untrue
        statement or omission or alleged omission based upon written information
        furnished to the Company by or on behalf of the Shareholder or any such
        control person for inclusion in any Registration Statement or prospectus
        (and any amendments or supplements thereto); provided, however, that the
        Company shall not be liable in any such case to the extent that any such
        losses arise out of or are based upon an untrue statement or alleged untrue
        statement or omission or alleged omission in the final prospectus, if
        such untrue statement or alleged untrue statement or omission or alleged
        omission is corrected in an amendment or supplement to the final prospectus
        and the Shareholder thereafter fails to deliver such final prospectus
        as so amended or supplemented prior to or concurrently with the sale of
        the Shares covered by the Registration Statement to the person asserting
        such losses after the Company had furnished the Shareholder with a sufficient
        number of copies thereof in a manner and at a time sufficient to permit
        delivery of the same by the Shareholder; and

	 	 	 
	 	(b)	to the extent permitted under federal
        and state securities laws, the Shareholder shall indemnify the Company,
        its affiliates, any person who signed the Registration Statement, and
        their respective officers, directors










 -5- 

	 	 	and control persons against all such losses, claims,
        damages, liabilities and expenses (including but not limited to reasonable
        expenses incurred in investigating, preparing and defending against any
        claim) insofar as the same arise out of or are based upon or are caused
        by any such untrue statement or alleged untrue statement or any such omission
        or alleged omission based on written information furnished to the Company
        by or on behalf of the Shareholder or any such control person for the
        inclusion in any Registration Statement or prospectus (and any amendments
        or supplements thereto). 



 2.6        Promptly
  upon receipt by a party indemnified under this Agreement of notice of the commencement
  of any action against such indemnified party in respect of which indemnity or
  reimbursement may be sought against any indemnifying party under this Agreement,
  such indemnified party shall notify the indemnifying party in writing of the
  commencement of such action, but the failure to so notify the indemnifying party
  shall not relieve it of any liability which it may have to any indemnified party
  otherwise than under this Agreement unless such failure shall materially and
  adversely affect the defence of such action. In case notice of commencement
  of any such action shall be given to the indemnifying party as above provided,
  the indemnifying party shall be entitled to participate in and, to the extent
  it may wish, jointly with any other indemnifying party similarly notified, to
  assume the defence of such action at its own expense, with counsel chosen by
  it and reasonably satisfactory to such indemnified party. The indemnified party
  shall have the right to employ separate legal counsel in any such action and
  participate in the defence thereof, but the fees and expenses of such counsel
  (other than reasonable expenses incurred in investigating, preparing and defending
  against any claim) shall be paid by the indemnified party unless (a) the indemnifying
  party agrees to pay the same, (b) the indemnifying party fails to assume the
  defence of such action with counsel reasonably satisfactory to the indemnified
  party (in such case the indemnifying party shall not have the right to assume
  the defence of such action on behalf of such indemnified party), or (c) the
  named parties to any such action (including any impleaded parties) have been
  advised by such counsel that representation of such indemnified party and the
  indemnifying party by the same counsel would be inappropriate under applicable
  standards of professional conduct (in which case the indemnifying party shall
  not have the right to assume the defence of such action on behalf of such indemnified
  party). In the event that either of the circumstances described in clauses (b)
  and (c) of the sentence immediately preceding shall occur, the indemnified party
  shall have the right to select a separate counsel and to assume such legal defence
  and otherwise to participate in the defence of any such action, with the expenses
  and fees of such separate counsel and other expenses related to such participation
  to be reimbursed by the indemnifying party as incurred. No indemnifying party
  shall be liable for any settlement entered into without its consent, which consent
  shall not be unreasonably withheld or delayed. 

 2.7        If requested
  by the Company and an underwriter of the Shares (or other securities) or the
  investment banking firm or qualified investment banking advisor of the Company,
  a Shareholder shall not sell or otherwise transfer or dispose of any Shares
  (or other securities) of the Company held by such Shareholder (other than those
  included in the registration.). The Company may impose stop-transfer instructions
  with respect to the Shares (or other securities) subject to the foregoing restriction
  for a period not to exceed a ninety (90) day period. 









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 ARTICLE 3 

  OTHER PROVISIONS  


Governing Law and Jurisdiction 


 3.1        This Agreement
  shall be governed by the laws of the State of Nevada. Any controversy arising
  out of, connected to, or relating to any matters herein of the transactions
  between Shareholder and Company (including for purposes of arbitration, officers,
  directors, employees, controlling persons, affiliates, professional advisors,
  attorneys, agents, or promoters of the Company), on behalf of the undersigned,
  or this Agreement, or the breach thereof, including, but not limited to any
  claims of violations of Federal and/or State Securities Acts, Banking Statutes,
  Consumer Protection Statutes, Federal and/or State anti-Racketeering (e.g. RICO)
  claims as well as any common law claims and any State Law claims of fraud, negligence,
  negligent misrepresentations, and/or conversion shall be settled by arbitration;
  and in accordance with this paragraph and judgment on the arbitrator's award
  may be entered in any court having jurisdiction thereof in accordance with the
  provisions of Michigan Law. In the event of such a dispute, each party to the
  conflict shall select an arbitrator, both of whom shall then select a third
  arbitrator which shall constitute the three person arbitration board. The decision
  of a majority of the board of arbitrators, who shall render their decision within
  thirty (30) days of appointment of the final arbitrator, shall be binding upon
  the parties. Notwithstanding any arbitration provision, the parties each reserve
  the right to seek injunctive relief from a court of proper jurisdiction to enforce
  the terms and conditions of this Agreement. Both parties waive any claim for
  punitive damages. 


Assignment 


 3.2        Neither
  this Agreement nor any of the rights or obligations under this Agreement are
  assignable by either party without the written consent of the other party, and
  any attempted assignment without such written consent is void and confers no
  rights upon any third party. 


Entire Agreement 


 3.3        This Agreement
  constitutes the entire agreement by and between the parties with respect to
  the subject matter hereof. Nothing in this Agreement, express or implied, is
  intended to confer upon any third party any rights, remedies, obligations, or
  liabilities. 


Waiver 


 3.4        A waiver
  of any breach of this Agreement, or any provision of it, does not operate as
  a waiver of any other provision, or similar subsequent breach of the same provision.



Modification 


 3.5        Any modifications
  of or amendments to this Agreement will be in writing and signed by an authorized
  person for each party. The term “this Agreement” includes any written
  amendments or modifications made in accordance with this provision. 








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Notices 


 3.6        Any notices
  required or permitted to be given to or by either party under this Agreement
  will be in writing and either delivered by hand to the party to which it is
  addressed or sent postage prepaid by registered mail to the party’s registered
  agent for service of process, or if none, to the president or CEO of the party
  or if an individual, to the individual’s place of business or residence.



Attorneys Fees 


 3.7        If the
  services of an attorney are required by any party to secure the performance
  of any act required or otherwise upon the breach or default of any party hereto,
  or if any judicial intervention is necessary to enforce the terms hereof, the
  prevailing party shall be entitled to an award of its costs, including attorneys'
  fees, in addition to any other relief to which that party maybe entitled. 


Counterparts 


 3.8        This Agreement
  may be executed in any number of counterparts (including by facsimile signature),
  each of which executed counterpart shall be deemed to be a duplicate original
  of this Agreement, and all of which together shall constitute one and the same
  instrument. 


Qualification 


 3.9        Nothing
  in the agreement shall be construed to deem the Shareholder a “promoter”
  of the Company pursuant to the Rules and Regulations of the SEC. 


Information 


 3.10      Each Shareholder shall
  furnish to the Company such information regarding such Shareholder and the distribution
  proposed by such Shareholder as the Company may reasonably request in writing
  and as shall be reasonably required in connection with any registration, qualification,
  or compliance referred to in this Agreement. 


[Remainder of page intentionally left blank.] 







 IN WITNESS WHEREOF each party has caused this Agreement
  effective the last date shown below. 

	 	 	 	THE ELECTRIC NETWORK.COM, INC.
	 	 	 	 	 
	Date:	 	 	 	 
	 	 	 	 	 
	 	 	 	Per:	 
	 	 	 	 	Stephen G. Hanson, President
	 	 	 	 	 
	 	 	 	 	 
	Date:	December
      2, 2003	 	 	 
	 	 	 	 	 
	Janis
      Douville	 	 	 
	Name of Shareholder (Please print)	 	 	 
	 	 	 	 	Signature of Shareholder
	3902
      42nd Avenue, Vancouver, BC
 	 	 	 
	Address of Shareholder	 	 	 
	 	 	 	 	 
	 	 	 	 
	Telephone Number of Shareholder	 	 	 
	 	 	 	 	 
	900,000	 	 	 
	Number of Shares held	 	 	 


 This is page 8 to the Agreement made effective the last date
  shown above between The Electric Network.com, Inc. and the Shareholder indicated
  above.