Exhibit 10.2
                                                                         Form of
                                                   Registration Rights Agreement

                          REGISTRATION RIGHTS AGREEMENT

THIS  REGISTRATION  RIGHTS  AGREEMENT  ("Agreement"),  dated  as of the  date of
acceptance  of the  Securities  Purchase  Agreement  to which this  Agreement is
annexed as  Attachment  B, is made by and  between  MANU FORTI  GROUP,  INC. , a
Nevada  corporation  (the  "Company")  and each entity named on a signature page
hereto (each, a "Buyer")  (each  agreement with an Buyer being deemed a separate
and independent  agreement between the Company and such Buyer,  except that each
Buyer  acknowledges and consents to the rights granted to each other Buyer under
such agreement).

                              W I T N E S S E T H:

WHEREAS,  upon the terms  and  subject  to the  conditions  of the  Subscription
Agreement      ("Securities     Purchase     Agreement")     dated     as     of
___________________________  between  the  Buyer  and  the  Company  (terms  not
otherwise  defined  herein  shall  have  the  meanings  ascribed  to them in the
Securities Purchase Agreement),  the Company has agreed to issue and sell to the
Buyer the Purchased Shares; and

WHEREAS,  to induce the Buyer to execute  and deliver  the  Securities  Purchase
Agreement,  the Company has agreed to provide certain  registration rights under
the  Securities  Act  of  1933,  as  amended,  and  the  rules  and  regulations
thereunder,  or any similar  successor  statute  (collectively,  the "Securities
Act"), with respect to the Securities;

NOW,  THEREFORE,  in  consideration  of the  premises  and the mutual  covenants
contained  herein and other good and  valuable  consideration,  the  receipt and
sufficiency of which are hereby  acknowledged,  the Company and the Buyer hereby
agree as follows:

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

(a)  "Investor"  means the Buyer and any  permitted  transferee  or assignee who
agrees to become bound by the  provisions of this  Agreement in accordance  with
Section 9 hereof and who holds Registrable Securities.

(b) "Potential Material Event" means any of the following: (i) the possession by
the Company of material  information  not ripe for  disclosure in a registration
statement, which shall be evidenced by determinations in good faith by the Board
of  Directors  of  the  Company  that  disclosure  of  such  information  in the
registration  statement  would be detrimental to the business and affairs of the
Company; (ii) any material engagement or activity by the Company which would, in
the good  faith  determination  of the Board of  Directors  of the  Company,  be
adversely affected by disclosure in a registration statement at such time, which
determination shall be accompanied by a good faith determination by the Board of
Directors of the Company that the  registration  statement  would be  materially
misleading  absent the inclusion of such  information;  or (iii) an underwritten
public offering of securities (a "UPO") by the Company.


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<PAGE>

(c)  "Register,"  "Registered,"  and  "Registration"  refer  to  a  registration
effected by  preparing  and filing a  Registration  Statement or  Statements  in
compliance with the Securities Act and pursuant to Rule 415 under the Securities
Act or any  successor  rule  providing  for offering  securities on a continuous
basis ("Rule 415"),  and the  declaration or ordering of  effectiveness  of such
Registration  Statement by the United States Securities and Exchange  Commission
(the "SEC").

(d)  "Registrable  Securities"  means the  Securities  (including  the Purchased
Shares and the Warrant Shares).

(e) "Registration Statement" means a registration statement of the Company under
the  Securities  Act on Form S-3, if the Company is then  eligible to file using
such form, and if not so eligible,  on Form SB-2 or other appropriate form or an
amendment  to  an  existing  Registration  Statement  covering  the  Registrable
Securities.

2. Registration.

(a) Mandatory Registration.

      (i) The Company  shall  prepare and file with the SEC, as soon as possible
after the Closing Date a Registration  Statement  registering  for resale by the
Investor a  sufficient  number of shares of Common  Stock for the Buyers to sell
the Registrable Securities (or such lesser number as may be required by the SEC,
but in no event  less than the  number of shares  equal to one  hundred  percent
(100%) of the Purchased Shares). The Registration Statement shall state that, to
the extent  permitted by the SEC, in accordance  with Rule 416 and 457 under the
Securities Act, it also covers such indeterminate number of additional shares of
Common Stock as may become  issuable to prevent  dilution  resulting  from stock
splits, or stock dividends.  The Company will use its reasonable best efforts to
cause  such  Registration  Statement  to be  declared  effective  on a date (the
"Initial  Effective  Date")  which is no later than the earlier of ten (10) days
after  notice by the SEC that it may be declared  effective  or ninety (90) days
after the Closing Date.

      (ii) If at any time (an "Increased Registered Shares Date"), the number of
shares of Common Stock  represented by the Registrable  Shares,  issued or to be
issued as  contemplated  by the  Transaction  Agreements,  exceeds the aggregate
number of shares of Common Stock then  registered,  the Company shall either (A)
amend the Registration  Statement filed by the Company pursuant to the preceding
provisions  of this  Section  2, if such  Registration  Statement  has not  been
declared  effective by the SEC at that time, to register,  in the aggregate,  at
least the number of shares (the "Increased  Shares Amount") equal to one hundred
percent  (100%) of such  Registrable  Shares,  computed as  contemplated  by the
immediately  preceding  subparagraph (i), or (B) if such Registration  Statement
has been  declared  effective by the SEC at that time,  file with the SEC a Post
Effective Amendment to the Registration Statement (a "Post Effective Amendment")
to register the aggregate of the sum of one hundred percent (100%) the Purchased
Shares,  plus the Warrant  Shares to the extent such total exceeds the aggregate
number of shares of Common Stock  already  registered.  The Company will use its
reasonable  best  efforts to cause such  Registration  Statement  to be declared
effective on a date (each, an "Increased Effective Date") which is no later than
(C)  with  respect  to  a  Registration  Statement  under  clause  (A)  of  this
subparagraph (ii), the Initial Required Effective Date and (D) with respect to a
Post Effective Amendment under clause (B) of this subparagraph (ii), the earlier
of (I) ten (10) days after  notice by the SEC that it may be declared  effective
or (II) forty five (45) days after the Increased Registered Shares Date.


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<PAGE>

3.  Obligations  of the Company.  In  connection  with the  registration  of the
Registrable Securities, the Company shall do each of the following:

(a)  Prepare  promptly,  and file  with the SEC by the  Required  Filing  Date a
Registration  Statement  with respect to not less than the number of Registrable
Securities  provided in Section 2(a) above,  and  thereafter  use its reasonable
best  efforts to cause  such  Registration  Statement  relating  to  Registrable
Securities  to become  effective  by the  Required  Effective  Date and keep the
Registration   Statement   effective   at  all  times  during  the  period  (the
"Registration Period") continuing until the earliest of (i) the date that is two
(2) years after the last day of the calendar month  following the month in which
the  Effective  Date  occurs,  (ii) the date  when  the  Investors  may sell all
Registrable  Securities  under Rule 144 without volume or other  restrictions or
limits,  or (iii) the date the  Investors  no longer own any of the  Registrable
Securities,   which   Registration   Statement   (including  any  amendments  or
supplements  thereto and prospectuses  contained  therein) shall not contain any
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,  in light of the
circumstances under which they were made, not misleading;

(b)  Prepare  and file with the SEC such  amendments  (including  post-effective
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  at all times  during  the  Registration
Period, and, during the Registration  Period,  comply with the provisions of the
Securities Act with respect to the disposition of all Registrable  Securities of
the Company covered by the Registration Statement until such time as all of such
Registrable  Securities  have been disposed of in  accordance  with the intended
methods of  disposition  by the  seller or  sellers  thereof as set forth in the
Registration Statement;

(c) Notify each  Investor  immediately  and (if  requested  by any such  Person)
confirm such notice in writing no later than one (1) business day  following the
day  (i)  with  respect  to the  Registration  Statement  or any  post-effective
amendment, when the same has become effective; (ii) of any request by the SEC or
any other Federal or state governmental  authority for amendments or supplements
to the Registration Statement or Prospectus or for additional information; (iii)
of the issuance by the SEC of any stop order suspending the effectiveness of the
Registration  Statement covering any or all of the Registrable Securities or the
initiation of any proceedings  for that purpose;  (iv) if at any time any of the
representations  or  warranties  of  the  Company  contained  in  any  agreement
(including any underwriting agreement) contemplated hereby ceases to be true and
correct in all  material  respects;  (v) of 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 (vi) of the  occurrence of any event that to the best knowledge of
the Company makes any statement made in the 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  the
Registration  Statement,  Prospectus or other  documents so that, in the case of
the  Registration  Statement or the 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.


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<PAGE>

(d)  Furnish  to each  Investor  (i)  promptly  after the same is  prepared  and
publicly  distributed,  filed with the SEC, or received by the Company,  one (1)
copy of the Registration Statement,  each preliminary prospectus and prospectus,
and each  amendment or supplement  thereto,  and (ii) such number of copies of a
prospectus, and all amendments and supplements thereto and such other documents,
as such Investor may reasonably  request in order to facilitate the  disposition
of the Registrable Securities owned by such Investor;

(e) As  promptly  as  practicable  after  becoming  aware  thereof,  notify each
Investor of the happening of any event of which the Company has knowledge,  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 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,  and use its best  efforts  promptly  to  prepare  a  supplement  or
amendment to the Registration Statement or other appropriate filing with the SEC
to correct such untrue statement or omission,  and deliver a number of copies of
such  supplement or amendment to each  Investor as such Investor may  reasonably
request;

(f) As  promptly  as  practicable  after  becoming  aware  thereof,  notify each
Investor  who holds  Registrable  Securities  being sold (or, in the event of an
underwritten  offering, the managing underwriters) of the issuance by the SEC of
a Notice of  Effectiveness  or any notice of  effectiveness or any stop order or
other  suspension  of the  effectiveness  of the  Registration  Statement at the
earliest possible time;

(g) Notwithstanding the foregoing, if at any time or from time to time after the
date of effectiveness of the Registration Statement,  upon receipt of any notice
from the Company of the happening of any event of the kind  described in Section
3(e) or 3(f)  above,  the  Investors  shall  not  offer or sell any  Registrable
Securities,  or engage in any other  transaction  involving  or  relating to the
Registrable  Securities,  from the time of the giving of such notice  until such
Investor  receives written notice from the Company that such notice is no longer
in effect;

(h) Use its  reasonable  efforts to maintain  the  quotation  and trading of its
common stock, and the quotation of the Registrable Securities on the OTCBB; and,
without  limiting the generality of the  foregoing,  to arrange for at least two
market makers to register with the National  Association of Securities  Dealers,
Inc. as such with respect to such Registrable Securities;


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<PAGE>

(i) Provide a transfer  agent and registrar,  which may be a single entity,  for
the Registrable Securities not later than the effective date of the Registration
Statement;

(j)  Cooperate  with the  Investors to  facilitate  the timely  preparation  and
delivery of certificates  for the Registrable  Securities to be offered pursuant
to the Registration  Statement and enable such  certificates for the Registrable
Securities  to be in such  denominations  or  amounts as the case may be, as the
Investors may reasonably  request,  and,  within three (3) business days after a
Registration   Statement  which  includes  Registrable   Securities  is  ordered
effective by the SEC, the Company shall  deliver,  and shall cause legal counsel
selected by the Company to deliver,  to the transfer  agent for the  Registrable
Securities  (with  copies to the  Investors  whose  Registrable  Securities  are
included in such Registration  Statement) an appropriate instruction and opinion
of such counsel; and

(k) Take all other  reasonable  actions  necessary  to expedite  and  facilitate
disposition  by the  Investor  of the  Registrable  Securities  pursuant  to the
Registration Statement.

4.  Obligations of the Investors.  In connection  with the  registration  of the
Registrable Securities, the Investors shall have the following obligations:

(a) It shall be a  condition  precedent  to the  obligations  of the  Company to
complete  the  registration  pursuant  to this  Agreement  with  respect  to the
Registrable Securities of a particular Investor that such Investor shall furnish
to the Company such information  regarding  itself,  the Registrable  Securities
held by it, and the intended method of disposition of the Registrable Securities
held by it, as shall be reasonably  required to effect the  registration of such
Registrable  Securities and shall execute such documents in connection with such
registration as the Company may reasonably request. At least ten (10) days prior
to the first anticipated filing date of the Registration Statement,  the Company
shall notify each  Investor of the  information  the Company  requires from each
such Investor (the "Requested  Information") if such Investor elects to have any
of  such  Investor's   Registrable   Securities  included  in  the  Registration
Statement.  If at least  two (2)  business  days  prior to the  filing  date the
Company  has  not  received  the  Requested  Information  from  an  Investor  (a
"Non-Responsive Investor"), then the Company may file the Registration Statement
without including Registrable Securities of such Non-Responsive Investor;

(b) Each Investor, by such Investor's acceptance of the Registrable  Securities,
agrees to cooperate  with the Company as reasonably  requested by the Company in
connection  with  the  preparation  and  filing  of the  Registration  Statement
hereunder,  unless such  Investor  has  notified  the Company in writing of such
Investor's  election to exclude all of such  Investor's  Registrable  Securities
from the Registration Statement;

(c) THE INVESTOR  AGREES THAT IF THE  REGISTRATION  STATEMENT  HAS BEEN DECLARED
EFFECTIVE AND THE INVESTOR CAN TRADE THE SECURITIES  WITHOUT  RESTRICTION,  THEN
INVESTOR WILL BE SUBJECT TO MANDATORY EXERCISE PROVISIONS WHICH INCLUDE:


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<PAGE>

      If (i) the stock's bid price closes above the "A" warrant  exercise price,
      or  $1.50,  for  more  than 10  consecutive  trading  days,  and  (ii) its
      cumulative  trading  volume  within that 10 day period is at least 2 times
      the number of cumulative warrant shares in this series are outstanding and
      unexercised during that period,  then warrant holders must exercise within
      60 days  from  the  first  day  immediately  after  the last day of the 10
      consecutive trading day period.

(d) Each  Investor  agrees that,  upon receipt of any notice from the Company of
the happening of any event of the kind  described in Section 3(e) or 3(f) above,
such Investor will immediately discontinue disposition of Registrable Securities
pursuant to the  Registration  Statement  covering such  Registrable  Securities
until  such  Investor's  receipt of the  copies of the  supplemented  or amended
prospectus  contemplated  by Section  3(e) or 3(f) and,  if so  directed  by the
Company,  such  Investor  shall  deliver to the  Company  (at the expense of the
Company) or destroy (and deliver to the Company a  certificate  of  destruction)
all  copies in such  Investor's  possession,  of the  prospectus  covering  such
Registrable  Securities  current  at the time of  receipt  of such  notice.  The
Company may provide  appropriate  stock transfer  orders in order to enforce the
provisions of this section; and

(e) Each investor  covenants and agrees that it will comply with the  prospectus
delivery requirements of the 1934 Act as applicable to it in connection with the
sale of Registrable Securities pursuant to the Registration Statement.

5. Expenses of Registration.

(a) All reasonable  expenses (other than underwriting  discounts and commissions
of  the  Investor)  incurred  in  connection  with  registrations,   filings  or
qualifications  pursuant to Section 3, but including,  without  limitation,  all
registration,  listing,  and qualifications  fees, printers and accounting fees,
the fees and  disbursements  of counsel  for the  Company  shall be borne by the
Company.

(b)  Except as and to the  extent  specifically  set forth in Exhibit 1 attached
hereto,  the Company shall not, as of the date hereof,  nor shall the Company on
or after the date of this  Agreement,  enter into any agreement  with respect to
its securities that is inconsistent  with the rights granted to the Investors in
this Agreement or otherwise conflicts with the provisions hereof.  Except as and
to the extent  specifically set forth in Exhibit 1 attached hereto,  the Company
will not enter into any agreement granting any registration  rights with respect
to any of its  securities  to any  Person.  Nothing  herein  shall be  deemed to
prevent the Company from granting registration rights with respect to any shares
of its common stock offered and sold after the date hereof. Without limiting the
generality of the foregoing, the Company is explicitly permitted to register any
securities   necessary  to  its  previously   signed   agreements   with  Sundar
Communications,   Executive's   Corner   LLC,   518464  B.C.   Ltd.,   Art  Mapp
Communications, Inc., Jason Sundar and Yvonne New.

6.  Indemnification.  In the event any Registrable  Securities are included in a
Registration Statement under this Agreement:


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<PAGE>

(a) To the extent permitted by law, the Company will indemnify and hold harmless
each Investor who holds such Registrable  Securities,  the directors, if any, of
such Investor,  the officers, if any, of such Investor, and each person, if any,
who controls any such Investor  within the meaning of the  Securities Act or the
Exchange Act (each, an "Indemnified Person" or "Indemnified Party"), against any
losses,  claims,  damages,  liabilities or expenses (joint or several)  incurred
(collectively,  "Claims")  to which  any of them may  become  subject  under the
Securities  Act,  the  Exchange  Act or  otherwise,  insofar as such  Claims (or
actions or proceedings,  whether  commenced or threatened,  in respect  thereof)
arise out of or are based upon any of the  following  statements,  omissions  or
violations  in  the  Registration  Statement,  or any  post-effective  amendment
thereof, or any prospectus included therein: (i) any untrue statement or alleged
untrue statement of a material fact contained in the  Registration  Statement or
any  post-effective  amendment  thereof or 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,  (ii) any untrue  statement or alleged
untrue  statement  of a material  fact  contained  in the final  prospectus  (as
amended  or  supplemented,  if  the  Company  files  any  amendment  thereof  or
supplement  thereto with the SEC) or the  omission or alleged  omission to state
therein any material fact  necessary to make the  statements  made  therein,  in
light of the  circumstances  under which the  statements  therein were made, not
misleading  or (iii) any  violation  or alleged  violation by the Company of the
Securities  Act,  the  Exchange  Act,  any state  securities  law or any rule or
regulation  under the Securities  Act, the Exchange Act or any state  securities
law (the matters in the foregoing clauses (i) through (iii) being, collectively,
"Violations").  Subject  to clause  (b) of this  Section  6, the  Company  shall
reimburse the Investors,  promptly as such expenses are incurred and are due and
payable,  for any legal fees or other  reasonable  expenses  incurred by them in
connection  with  investigating  or  defending  any such Claim.  Notwithstanding
anything  to  the  contrary  contained  herein,  the  indemnification  agreement
contained in this Section 6(a) shall not (I) apply to a Claim  arising out of or
based upon a Violation  which  occurs in reliance  upon and in  conformity  with
information  furnished  in  writing  to  the  Company  by or on  behalf  of  any
Indemnified  Person  expressly for use in connection with the preparation of the
Registration  Statement or any such amendment thereof or supplement  thereto, if
such  prospectus  was timely made  available by the Company  pursuant to Section
3(c) hereof; (II) be available to the extent such Claim is based on a failure of
the Investor to deliver or cause to be delivered the  prospectus  made available
by the  Company;  or (III) apply to amounts paid in  settlement  of any Claim if
such  settlement is effected  without the prior written  consent of the Company,
which consent shall not be unreasonably  withheld.  Each Investor will indemnify
the  Company and its  officers,  directors  and agents  (each,  an  "Indemnified
Person" or "Indemnified  Party") against any claims arising out of or based upon
a Violation  which occurs in reliance  upon and in conformity  with  information
furnished in writing to the Company, by or on behalf of such Investor, expressly
for use in connection with the preparation of the Registration  Statement,  or a
Violation  that arises due to a Securities Act or Exchange Act violation by such
Investor pursuant to the sale of shares of the Company by such Investor, subject
to such  limitations  and  conditions as are  applicable to the  indemnification
provided by the Company to this Section 6. Such  indemnity  shall remain in full
force and effect  regardless  of any  investigation  made by or on behalf of the
Indemnified Person and shall survive the transfer of the Registrable  Securities
by the Investors pursuant to Section 9.


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<PAGE>

(b) Promptly after receipt by an Indemnified  Person or Indemnified  Party under
this  Section 6 of notice  of the  commencement  of any  action  (including  any
governmental  action),  such Indemnified Person or Indemnified Party shall, if a
Claim in respect thereof is to be made against any indemnifying party under this
Section  6,  deliver  to  the  indemnifying   party  a  written  notice  of  the
commencement  thereof  and the  indemnifying  party  shall  have  the  right  to
participate in, and, to the extent the  indemnifying  party so desires,  jointly
with any other indemnifying  party similarly  noticed,  to assume control of the
defense thereof with counsel mutually satisfactory to the indemnifying party and
the Indemnified Person or the Indemnified Party, as the case may be. In case any
such action is brought against any Indemnified  Person or Indemnified Party, and
it notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to  participate  in, and, to the extent that it may wish,
jointly with any other indemnifying party similarly notified, assume the defense
thereof,  subject to the  provisions  herein  stated and after  notice  from the
indemnifying  party  to such  Indemnified  Person  or  Indemnified  Party of its
election so to assume the defense thereof,  the  indemnifying  party will not be
liable to such Indemnified  Person or Indemnified Party under this Section 6 for
any legal or other reasonable  out-of-pocket  expenses  subsequently incurred by
such  Indemnified  Person or  Indemnified  Party in connection  with the defense
thereof other than reasonable  costs of  investigation,  unless the indemnifying
party  shall not  pursue  the action to its final  conclusion.  The  Indemnified
Person or Indemnified  Party shall have the right to employ separate  counsel in
any such  action and to  participate  in the defense  thereof,  but the fees and
reasonable out-of-pocket expenses of such counsel shall not be at the expense of
the indemnifying  party if the indemnifying party has assumed the defense of the
action  with  counsel  reasonably  satisfactory  to the  Indemnified  Person  or
Indemnified  Party.  The failure to deliver  written notice to the  indemnifying
party within a reasonable time of the  commencement of any such action shall not
relieve such  indemnifying  party of any liability to the Indemnified  Person or
Indemnified  Party  under  this  Section  6,  except  to  the  extent  that  the
indemnifying  party is  prejudiced  in its  ability to defend such  action.  The
indemnification required by this Section 6 shall be made by periodic payments of
the amount thereof during the course of the  investigation  or defense,  as such
expense, loss, damage or liability is incurred and is due and payable.

7. Contribution.  To the extent any  indemnification by an indemnifying party is
prohibited or limited by law, the indemnifying  party agrees to make the maximum
contribution  with respect to any amounts for which it would otherwise be liable
under Section 6 to the fullest extent permitted by law; provided,  however, that
(a) no contribution shall be made under  circumstances where the maker would not
have been  liable for  indemnification  under the fault  standards  set forth in
Section  6;  (b) no  seller  of  Registrable  Securities  guilty  of  fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
shall be entitled to contribution from any seller of Registrable  Securities who
was not guilty of such fraudulent misrepresentation; and (c) contribution by any
seller of Registrable Securities shall be limited in amount to the net amount of
proceeds received by such seller from the sale of such Registrable Securities.

8. Reports under Exchange Act. With a view to making  available to the Investors
the  benefits  of Rule 144  promulgated  under the  Securities  Act or any other
similar rule or  regulation of the SEC that may at any time permit the Investors
to sell  securities  of the Company to the public  without  registration  ("Rule
144"), the Company agrees to:

(a) make and keep public  information  available,  as those terms are understood
and  defined in Rule 144;


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<PAGE>

(b) file with the SEC in a timely  manner all reports
and other  documents  required of the Company under the  Securities  Act and the
Exchange  Act; and

(c) furnish to each  Investor so long as such  Investor  owns
Registrable  Securities,  promptly upon request,  (i) a written statement by the
Company that it has complied  with the reporting  requirements  of Rule 144, the
Securities  Act and the Exchange  Act,  (ii) a copy of the most recent annual or
quarterly report of the Company and such other reports and documents so filed by
the Company and (iii) such other  information as may be reasonably  requested to
permit  the  Investors  to sell such  securities  pursuant  to Rule 144  without
registration.

9.  Assignment  of the  Registration  Rights.  The  rights  to have the  Company
register   Registrable   Securities   pursuant  to  this   Agreement   shall  be
automatically  assigned by the Investors to any  transferee  of the  Registrable
Securities  only if: (a) the Investor  agrees in writing with the  transferee or
assignee to assign such rights, and a copy of such agreement is furnished to the
Company  within a  reasonable  time after such  assignment,  (b) the Company is,
within a  reasonable  time after such  transfer or  assignment,  furnished  with
written  notice of (i) the name and address of such  transferee  or assignee and
(ii) the  securities  with respect to which such  registration  rights are being
transferred or assigned,  (c) immediately  following such transfer or assignment
the further  disposition  of such  securities  by the  transferee or assignee is
restricted  under the Securities Act and applicable  state  securities laws, and
(d) at or before the time the Company  received the written notice  contemplated
by clause (b) of this sentence the transferee or assignee agrees in writing with
the Company to be bound by all of the provisions  contained herein. In the event
of any delay in filing  or  effectiveness  of the  Registration  Statement  as a
result of such  assignment,  the  Company  shall not be liable  for any  damages
arising  from such  delay,  or the  payments  set forth in Section  2(c)  hereof
arising from such delay.

10.  Amendment of  Registration  Rights.  Any provision of this Agreement may be
amended and the  observance  thereof  may be waived  (either  generally  or in a
particular  instance and either  retroactively or prospectively),  only with the
written  consent of the  Company  and  Investors  who hold a  sixty-seven  (67%)
percent interest of the Registrable Securities. Any amendment or waiver effected
in  accordance  with this Section 10 shall be binding upon each Investor and the
Company.

11. Miscellaneous.

(a) A person  or entity  is  deemed  to be a holder  of  Registrable  Securities
whenever such person or entity owns of record such  Registrable  Securities.  If
the Company receives conflicting instructions,  notices or elections from two or
more persons or entities with respect to the same  Registrable  Securities,  the
Company shall act upon the basis of  instructions,  notice or election  received
from the registered owner of such Registrable  Securities.

(b) Notices  required or permitted to be given  hereunder  shall be given in the
manner contemplated by the Securities Purchase Agreement,  (i) if to the Company
or to the Buyer,  to their  respective  address  contemplated  by the Securities
Purchase Agreement,  and (ii) if to any other Investor,  at such address as such
Investor shall have provided in writing to the Company, or at such other address
as each such party  furnishes  by notice given in  accordance  with this Section
11(b).


                                       9
<PAGE>

(c) Failure of any party to exercise any right or remedy under this Agreement or
otherwise,  or delay by a party in  exercising  such right or remedy,  shall not
operate as a waiver  thereof.

(d) THIS  AGREEMENT  SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS  SHALL BE
INTERPRETED,  CONSTRUED  AND GOVERNED BY AND IN  ACCORDANCE  WITH THE LAW OF THE
STATE OF CALIFORNIA  WITHOUT REGARD TO THE CONFLICT OF LAW  PRINCIPLES  THEREOF.
The parties hereby  irrevocably submit to the jurisdiction of the Federal courts
of the United States of America and the state courts located in San Diego, State
of California in respect of the interpretation and enforcement of the provisions
of this  Agreement and of the documents  referred to in this  Agreement,  and in
respect of the transactions contemplated hereby, and hereby waive, and agree not
to assert, as a defense in any action, suit or proceeding for the interpretation
or enforcement hereof or of any such document, that it is not subject thereto or
that such action,  suit or proceeding may not be brought or is not  maintainable
in said  courts or that the venue  thereof may not be  appropriate  or that this
Agreement or any such document may not be enforced in or by such courts, and the
parties hereto  irrevocably agree that all claims with respect to such action or
proceeding shall be heard and determined in such a Federal or state court.

(e) If any provision of this Agreement shall be invalid or  unenforceable in any
jurisdiction,  such invalidity or unenforceability shall not affect the validity
or  enforceability  of the  remainder  of  this  Agreement  or the  validity  or
enforceability of this Agreement in any other jurisdiction.

(f) Subject to the requirements of Section 9 hereof,  this Agreement shall inure
to the benefit of and be binding upon the  successors and assigns of each of the
parties  hereto.

(g) All pronouns and any variations thereof refer to the masculine,  feminine or
neuter, singular or plural, as the context may require.

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

(i) This  Agreement may be executed in one or more  counterparts,  each of which
shall be deemed an original but all of which shall  constitute  one and the same
agreement.  This  Agreement,  once executed by a party,  may be delivered to the
other party hereto by telephone  line facsimile  transmission  of a copy of this
Agreement bearing the signature of the party so delivering this Agreement.

(j) This Agreement  constitutes  the entire  agreement  among the parties hereto
with respect to the subject matter hereof. There are no restrictions,  promises,
warranties  or  undertakings,  other than those set forth or referred to herein.
This Agreement  supersedes all prior  agreements  and  understandings  among the
parties hereto with respect to the subject matter hereof.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       10
<PAGE>

      IN WITNESS  WHEREOF,  the parties  have caused this  Agreement  to be duly
executed by their  respective  officers  thereunto duly authorized as of the day
and year first above written.

                                    COMPANY:
                                    MANU FORTI GROUP, INC.

                                    Signed:________________________________

                                    Name:__________________________________

                                    Title:_________________________________


                                    BUYER:

                                    _______________________________________
                                             [Print Name of Buyer]

                                    Signed:________________________________

                                    Name:__________________________________

                                    Title:_________________________________


                                       11