REGISTRATION
      RIGHTS AGREEMENT

    


    THIS
      REGISTRATION RIGHTS AGREEMENT is
      made
      as of the 15th
      day of
      January, 2008

    


    AMONG:


    THERETIREMENTSOLUTION.COM,
      INC.,
      a
      corporation formed pursuant to the laws of the State of Nevada and having an
      office for business located at 110 William Street, 22nd
      Floor,
      New York, New York 10038 (“Company”);

    


    AND:

    ROMEL
      ENTERPRISES, INC.,
      a
      corporation formed pursuant to the laws of the State of Utah and having an
      address at 125 East Main Street, Suite 121, American Fork, Utah 84030 (“Romel”);


    


    AND:

    TYVAN
      ENTERPRISES, INC.,
      a
      corporation formed pursuant to the laws of the State of Utah and having an
      address at 125 East Main Street, Suite 121, American Fork, Utah 84030
      (“Tyvan”);

    


    AND:

    BADACO,
      INC.,
      a
      corporation formed pursuant to the laws of the State of Utah and having an
      address at 125 East Main Street, Suite 121, American Fork, Utah 84030
      (“Badaco”); 

    


    AND:

    LUCASA,
      LLC,
      a
      limited liability company formed pursuant to the laws of the State of Utah
      and
      having an address at 265 North 20 West, Pleasant Grove, Utah 84062 (“Lucasa”);


    


     AND:

    KAYS
      CREEK CAPITAL MANAGEMENT, LLC,
      a
      limited liability company formed pursuant to the laws of the State of Utah
      and
      having an address at 1836 West Phillips Street, Kaysville, Utah 84037 (“Kays”
and together with Romel, Tyvan, Badaco and Lucasa, the
“Principals”).

    


    WHEREAS:

    


    A. Company
      is a reporting company whose common stock is quoted on the Over the Counter
      Bulletin Board;

    


    B. Pursuant
      to the terms of a Membership Interest Purchase Agreement, dated as of the date
      hereof (the “Purchase Agreement”) among Company, Boya Systems, LLC, Lucasa, Kays
      and Investment
      Tools and Training, LLC,
      the
      Principals were issued shares of Company common stock (the “Purchase
      Shares”);

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    C. The
      shares of Company common stock, together with any securities received in
      replacement of such shares or as stock dividends or splits, all securities
      received in replacement of such shares in a recapitalization, merger,
      reorganization, exchange or the like, and all new, substituted or additional
      securities or other properties to which the Principal is entitled by reason
      of
      Purchaser’s ownership of the Purchase Shares are referred to collectively herein
      as the “Company Shares;”

    


    D. As
      an
      inducement to enter into the Purchase Agreement, Company has agreed to grant
      to
      the Principals certain registration and other rights in respect of the Company
      Shares beneficially held by them.

    


    NOW
      THEREFORE THIS AGREEMENT WITNESSETH THAT in
      consideration of the premises and the mutual covenants, agreements,
      representations and warranties contained herein, and other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties hereto hereby agree as follows:

    


    ARTICLE
      1

    REGISTRATION
      RIGHTS

    


    Piggy-Back
      Registration

    


    1.1 The
      Principals will be entitled to “piggy-back” registration rights on registrations
      of Company, subject to the right of its underwriters to reduce pro rata, in
      view
      of market conditions, the number of shares of the Principals proposed to be
      registered and subject to any limitations pursuant to Rule 415 under
      the
      Securities Act of 1933, as amended (the “Securities Act”).
      Company
      shall notify all Principals in writing at least twenty (20) days prior to filing
      any registration statement under the Securities Act, for purposes of effecting
      a
      public offering of securities of Company and will afford each Principal an
      opportunity to include in such registration statement all or any part of the
      Principal’s Company Shares then held by such Principal. Each Principal desiring
      to include in any such registration statement all or any part of such
      Principal’s Company Shares then held by such Principal shall, within ten (10)
      days after receipt of the above-described notice from Company, so notify Company
      in writing, and in such notice shall inform Company of the number of securities
      such Principal wishes to include in such registration statement. If a Principal
      decides not to include all of its securities in any registration statement
      thereafter filed by Company, such Principal shall nevertheless continue to
      have
      the right to include its Company Shares in any subsequent registration statement
      or registration statements as may be filed by Company with respect to offerings
      of its securities, all upon the terms and conditions set forth
      herein.

    


    Registration
      Expenses

    


    1.2 The
      registration expenses (exclusive of underwriting discounts and commissions)
      of
      all of the registrations under Section 1.1 above will be borne by
      Company.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    Transfer
      of Registration Rights

    


    1.3 The
      registration rights may be transferred to a third party transferee who acquires
      at least 10% of a Principal’s Company Shares. Transfer of registration rights to
      a family member or for estate planning purposes will be without restriction
      as
      to minimum shareholding, but any shares so transferred shall be included in
      the
      calculation of the 10% figure referred to in Section 1.1 hereof.

    


    Other
      Registration Provisions

    


    Additional
      Obligations

    


    1.4 Company
      agrees to the following additional obligations with respect to any registration
      (a “Registration Statement”) filed by it hereunder:

    


    (a) Company
      shall 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 such Registration Statement, which prospectus is to
      be
      filed pursuant to Rule 424 promulgated under the Securities Act, as may be
      necessary to keep such Registration Statement effective at all times during
      the
      Registration Period, and, during such period, comply with the provisions of
      the
      Securities Act with respect to the disposition of all Company Shares of Company
      covered by such Registration Statement until such time as all of such Company
      Shares shall have been disposed of in accordance with the intended methods
      of
      disposition by the seller or sellers thereof as set forth in such Registration
      Statement. In the case of amendments and supplements to the Registration
      Statement which are required to be filed pursuant to this Agreement (including
      pursuant to this Section 3(b)) by reason of Company filing a report on Form
      10-Q, Form 10-K or any analogous report under the Securities Exchange Act of
      1934, as amended (the "1934 Act"), Company shall have incorporated such report
      by reference into such Registration Statement, if applicable, or shall file
      such
      amendments or supplements with the SEC on the same day on which the 1934 Act
      report is filed which created the requirement for Company to amend or supplement
      such Registration Statement.

     

    (b) For
      purposes of this Agreement, the “Registration Period” shall mean the period
      commencing on the effectiveness of the Registration Statement and ending upon
      the earlier of (i) the date as of which all Principals may sell all of the
      Company Shares covered by such Registration Statement without restriction
      pursuant to Rule 144 (or any successor thereto) promulgated under the Securities
      Act, or (ii) the date on which the Principals shall have sold all of the Company
      Shares covered by such Registration Statement.

     

    (c) Company
      shall use its best efforts to (i) register and qualify, unless an exemption
      from
      registration and qualification applies, the resale by Principals of the Company
      Shares covered by a Registration Statement under such other securities or "blue
      sky" laws of all applicable jurisdictions in the United States, (ii) prepare
      and
      file in those jurisdictions, such amendments (including post-effective
      amendments) and supplements to such registrations and qualifications as may
      be
      necessary to maintain the effectiveness thereof during the Registration Period,
      (iii) take such other actions as may be necessary to maintain such registrations
      and qualifications in effect at all times during the Registration Period, and
      (iv) take all other actions reasonably necessary or advisable to qualify the
      Company Shares for sale in such jurisdictions; provided, however, that Company
      shall not be required in connection therewith or as a condition thereto to
      (x)
      qualify to do business in any jurisdiction where it would not otherwise be
      required to qualify but for this Section 3(e), (y) subject itself to general
      taxation in any such jurisdiction, or (z) file a general consent to service
      of
      process in any such jurisdiction. Company shall promptly notify each Principal
      of the receipt by Company of any notification with respect to the suspension
      of
      the registration or qualification of any of the Company Shares for sale under
      the securities or "blue sky" laws of any jurisdiction in the United States
      or
      its receipt of actual notice of the initiation or threatening of any proceeding
      for such purpose.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    (d) Company
      shall notify each Principal in writing of the happening of any event, as
      promptly as practicable after becoming aware of such 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 omission to state a material
      fact required to be stated therein or necessary to make the statements therein,
      in the light of the circumstances under which they were made, not misleading
      (provided that in no event shall such notice contain any material, nonpublic
      information), and promptly prepare a supplement or amendment to the Registration
      Statement to correct such untrue statement or omission. Company shall also
      promptly notify the Principals (i) when a prospectus or any prospectus
      supplement or post-effective amendment has been filed, and when the Registration
      Statement or any post-effective amendment has become effective, (ii) of any
      request by the SEC for amendments or supplements to the Registration Statement
      or related prospectus or related information, and (iii) of Company's reasonable
      determination that a post-effective amendment to the Registration Statement
      would be appropriate.

     

    (e) Company
      shall use its best efforts to prevent the issuance of any stop order or other
      suspension of effectiveness of the Registration Statement, or the suspension
      of
      the qualification of any of the Company Shares for sale in any jurisdiction
      and,
      if such an order or suspension is issued, to obtain the withdrawal of such
      order
      or suspension at the earliest possible moment and to notify each Principal
      who
      holds Company Shares being sold of the issuance of such order and the resolution
      thereof or its receipt of actual notice of the initiation or threat of any
      proceeding for such purpose.

     

    (f) Company
      shall hold in confidence and not make any disclosure of information concerning
      any Principal provided to Company unless (i) disclosure of such information
      is
      necessary to comply with federal or state securities laws or applicable rules
      and regulations of any relevant market or exchange, (ii) the disclosure of
      such
      information is necessary to avoid or correct a misstatement or omission in
      the
      Registration Statement, (iii) the release of such information is ordered
      pursuant to a subpoena or other final, non-appealable order from a court or
      governmental body of competent jurisdiction, or (iv) such information has been
      made generally available to the public other than by disclosure in violation
      of
      this Agreement or any other agreement. Company agrees that it shall, upon
      learning that disclosure of such information concerning an Principal is sought
      in or by a court or governmental body of competent jurisdiction or through
      other
      means, give prompt written notice to such Principal and allow such Principal,
      at
      such Principal’s expense, to undertake appropriate action to prevent disclosure
      of, or to obtain a protective order for, such information.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    (g) Company
      shall use its best efforts to cause all of the Company Shares covered by a
      Registration Statement to be listed on each securities exchange on which
      securities of the same class or series issued by Company are then listed, if
      any.

     

    (h) Company
      shall cooperate with Buyer and, to the extent applicable, facilitate the timely
      preparation and delivery of certificates (not bearing any restrictive legend)
      representing the Company Shares to be offered and resold pursuant to the
      Registration Statement and enable such certificates to be in such denominations
      or amounts, as the case may be, as Buyer may reasonably request and registered
      in such names as Buyer may request.

     

    (i) Company
      shall use its best efforts to cause the Company Shares covered by the
      Registration Statement to be registered with or approved by such other
      governmental agencies or authorities as may be necessary to consummate the
      disposition of such Company Shares.

     

    (j) Company
      shall otherwise use its best efforts to comply with all applicable rules and
      regulations of the SEC in connection with the registration
      hereunder.

     

    (k) Within
      two (2) Business Days after the Registration Statement is declared effective
      by
      the SEC, Company shall deliver, and shall cause legal counsel for Company to
      deliver, to the transfer agent for such Company Shares (with copies to the
      Principals) confirmation that such Registration Statement has been declared
      effective by the SEC in such form as may be required by the transfer agent
      to
      permit the consummation of sales under such Registration Statement.

     

    1.5
      Other
      registration rights provisions may be agreed to as are reasonable, including
      cross-indemnification, the agreement by the Principals (if requested by the
      underwriters in a public offering) not to sell any unregistered common stock
      they hold following the effective date of the registration statement of such
      offering, the period of time in which the registration statement will be kept
      effective, underwriting arrangements and the like.

    


    ARTICLE
      4

    GENERAL
      PROVISIONS

    


    Notice

    


    4.1 Any
      notice required or permitted to be given by any party will be deemed to be
      given
      when in writing and delivered to the address for notice of the intended
      recipient by personal delivery, prepaid single certified or registered mail,
      or
      facsimile. Any notice delivered by mail shall be deemed to have been received
      on
      the fourth business day after and excluding the date of mailing, except in
      the
      event of a disruption in regular postal service in which event such notice
      shall
      be deemed to be delivered on the actual date of receipt. Any notice delivered
      personally or by facsimile shall be deemed to have been received on the actual
      date of delivery.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    Further
      Assurances

    


    4.2 Each
      of
      the parties will execute and deliver such further and other documents and do
      and
      perform such further and other acts as any other party may reasonably require
      to
      carry out and give effect to the terms and intention of this
      Agreement.

    


    Entire
      Agreement

    


    4.3 The
      provisions contained herein constitute the entire agreement among Company and
      the Principals respecting the subject matter hereof and supersede all previous
      communications, representations and agreements, whether verbal or written,
      among
      Company and the Principals with respect to the subject matter
      hereof.

    


    Inurement

    


    4.4 This
      Agreement will inure to the benefit of and be binding upon the parties hereto
      and their respective heirs, executors, administrators, successors and permitted
      assigns.

    


    Assignment

    


    4.5 This
      Agreement is not assignable without the prior written consent of the parties
      hereto.

    


    Counterparts

    


    4.6 This
      Agreement may be executed in counterparts, each of which when executed by any
      party will be deemed to be an original and all of which counterparts will
      together constitute one and the same Agreement. Delivery of executed copies
      of
      this Agreement by facsimile will constitute proper delivery, provided that
      originally executed counterparts are delivered to the parties within a
      reasonable time thereafter.

    


    Applicable
      Law

    


    4.7
      This
      Agreement is subject to the laws of the State of New
      York.

    


    [Remainder
      of page intentionally left blank.]

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF the
      parties have executed this Agreement effective as of the day and year first
      above written.

    


    
      	
              THERETIREMENTSOLUTION.COM,
                INC.

            
	 	 
	
              By:
                

            	
              /s/
                Nicholas S. Maturo

            	
            
	 	
              Name:
                Nicholas S. Maturo

            
	 	
              Title:
                Chief Executive Officer

            
	 	 
	
              ROMEL
                ENTERPRISES, INC.

            
	 	 
	
              By:
                

            	
              /s/
                Robert Oldham

            	
            
	 	
              Name:
                Robert Oldham

            
	 	
              Title:
                President

            
	 	 
	
              TYVAN
                ENTERPRISES, INC.

            
	 	 
	
              By:
                

            	
              /s/
                Rhett Andersen

            	
            
	 	
              Name:
                Rhett Andersen

            
	 	
              Title:
                President

            
	 	 
	
              BADACO,
                INC.

            
	 	 
	
              By:
                

            	
              /s/
                Bart D. Coon

            	
            
	 	
              Name:
                Bart D. Coon

            
	 	
              Title:
                President

            
	 	 
	
              KAYS
                CREEK CAPITAL MANAGMENT, LLC

            
	 	 
	
              By:
                

            	
              /s/
                Ryan Smith

            	
            
	 	
              Name:
                Ryan Smith

            
	 	
              Title:
                Manager

            
	 	 
	
              LUCASA,
                LLC

            
	 	 
	
              By:

            	
              /s/
                Shawn Lucas

            	
            
	 	
              Name:
                Shawn Lucas

            
	 	
              Title:
                Manager

            


    

     

    
      
        
        

      

      
        -7-