REGISTRATION
      RIGHTS AGREEMENT

     

    THIS
      REGISTRATION RIGHTS AGREEMENT
      (this
“Agreement”), is made as of January 16, 2008, by and between NANOSENSORS,
      INC.,
      a
      Nevada corporation (the “Company”), and the Securityholders of the Company who
      have signed the signature pages hereto (the “Securityholders”).

     

    The
      Securityholders and CUCHULAINN
      HOLDINGS, INC., a Panamanian corporation (“Holdings”)
      entered into the Old Registration Rights Agreement, relating to the registration
      of the shares of Holdings Common Stock acquired by the Securityholders in
      connection with a Private Placement that closed on or around November 20,
      2007.

     

    Section
      2(g)(i) of the Merger Agreement provides that the Old Registration Agreement
      will be replaced by this Agreement.

     

    The
      Company has agreed to use its reasonable efforts to register the Registrable
      Securities under the Securities Act and applicable state securities laws for
      holders of Registrable 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 Securityholders agree as
      follows:

     

    ARTICLE
      1 - DEFINITIONS

     

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

     

    (a)  “Agreement”
      has the meaning set forth in the preamble hereto.

     

    (b)  “Acquisition”
      means CUCHULAINN
      ACQUISITION INC.,
      a
      Panamanian corporation.

     

    (c)  “Business
      Day” means any day other than a Saturday, a Sunday or a day on which the New
      York Stock Exchange or banking institutions in the State of New York are
      authorized or required by law or other governmental action to close.

     

    (d)  “Common
      Stock” means the common stock, par value $0.001 per share, of the Company.

     

    (e)  “Exchange”
      means any transaction in or by virtue of which the Registrable Securities are
      exchanged, converted into or otherwise become other securities of the Company
      or
      the securities of any other issuer, and includes, without limitation, a merger,
      consolidation, combination of shares into a lesser number of shares, a
      subdivision of shares into a greater number of shares and reclassification,
      except as otherwise provided in the Warrant.

     

    (f)  “Exchange
      Act” means the Securities Exchange Act of 1934, as amended, and the rules
      and
      regulations promulgated thereunder, or any similar successor statute, as each
      may be in effect from time to time.

     

    (g)  “Holdings
      Common Stock” means the common stock of Holdings.

     

    (h)  “Holdings
      Warrants” means the warrants delivered by Holdings to the Securityholders issued
      in connection with the Private Placement that conferred upon the Securityholders
      the right to purchase one-half (1/2) share of Holdings Common Stock on the
      terms
      and conditions set forth therein.

     

    
      
        
        

      

      
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    (i)  “Merger”
      means the merger of Holdings with and into Acquisition pursuant to the
      provisions of the Merger Agreement.

     

    (j)  “Merger
      Agreement” means the Agreement and Plan of Merger, dated as of November 27,
      2007, by and among the Company, Acquisition and Holdings, as
      amended.

     

    (k)  “Old
      Registration Rights Agreement” means the Registration Rights Agreement between
      Holdings and the Securityholders, issued in connection with the Private
      Placement, whereunder Holdings agreed to register the Holdings Common Stock
      issued to the Securityholders in the Private Placement, the
      Warrants and the shares of Holdings Common Stock underlying the Warrants, on
      the
      terms and conditions set forth therein.

     

    (l)  “Private
      Placement” means the private placement of units of Holdings’ securities, each of
      which comprised one share of Holdings Common Stock and one Holdings Warrant,
      which closed on or around November 20, 2007, relating to 6,200,000 units
      comprising a total of 6,200,000 shares of Holdings Common Stock and Holdings
      Warrants to purchase an additional 3,100,000 shares of Holdings Common Stock.
      

     

    (m)  “Register,”
      “registered,” and “registration” refer to a registration effected by
preparing
      and filing the Registration Statement or Registration Statements in compliance
      with the Securities Act and the declaration or ordering of effectiveness of
      such
      Registration Statement or Statements by the SEC.

     

    (n)  “Registrable
      Securities” means collectively: (i) the Shares;
      (ii)
      the Warrant Shares and (iii) the Warrant; provided,
      however,
      that
      the Shares and the Warrant Shares shall be treated as Registrable Securities
      only if and for so long as they have not been (A) sold to or through a
      broker or dealer or underwriter in a public distribution, or (B) sold in a
      transaction exempt from the registration and prospectus delivery requirements
      of
      the Securities Act under Section 4(1) thereof, in the case of either clause
      (A)
      or clause (B) in such a manner that, upon the consummation of such sale, all
      transfer restrictions and restrictive legends with respect to such shares are
      removed upon the consummation of such sale. For the avoidance of doubt,
“Registrable Securities” does not include any unexercised option(s), warrant(s)
      for the purchase of any securities of the Company or shares of the Series A
      Preferred Stock, but shall include any securities received upon an
      Exchange.

     

    (o)  “Registration
      Period” means the period that shall commence when the Registration Statement
      becomes effective and shall end when all of the Registrable Securities have
      been
      sold pursuant to such Registration Statement.

     

    (p)  “Registration
      Statement” means a registration statement on Form SB-2, or another
      suitable form permitted by the SEC, filed by the Company under the Securities
      Act, that pertains to the registration of the Shares and the Warrant Shares,
      among others, subject to the provisions of this Agreement, as
      applicable.

     

    (q)  “Scheduled
      Filing Date” means October 31, 2008. 

     

    (r)  “SEC”
      means the United States Securities and Exchange Commission.

     

    (s)  “Securities
      Act” means the Securities
      Act of 1933, as amended, and the rules and regulations thereunder, or any
      similar successor statute as each may be in effect from time to
      time.

     

    
      
        
        

      

      
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    (t)  “Selling
      Securityholders” means the Securityholders in their capacities as persons who
      are participating in any registration of Registrable
      Securities pursuant to this Agreement.

     

    (u)  “Series
      A
      Preferred Stock” means the
      series of preferred stock, par value $0.001 per share, of the Company,
      denominated “Series A Convertible Preferred Stock.”

     

    (v)  “Shares”
      means the shares of Common Stock acquired by the Securityholders upon conversion
      of the shares of Series A Preferred Stock that are subject to this Agreement
      and
      any securities of any issuer which the Securityholders shall receive as a result
      of an Exchange.

     

    (w)  “Warrants”
      means the Common Stock Purchase Warrants delivered by the Company to the
      Securityholders pursuant to Section 2(g)(i) of the Merger Agreement in exchange
      for the Holdings Warrants held by the Securityholders.

     

    (x)  “Warrant
      Shares” means the shares of Common Stock underlying the Warrants and any
      securities of any issuer which shall underlie the Warrants as the result of
      an
      Exchange.

     

    ARTICLE
      2 - REGISTRATION

     

    2.1  Registration.
      The
      Company hereby agrees that, after the conversion of the Series A Preferred
      Stock
      into shares of Common Stock, it will use its reasonable efforts to file with
      the
      SEC a Registration Statement by the Scheduled Filing Date with respect to all
      of
      the Registrable Securities. 

     

    ARTICLE
      3 - OBLIGATIONS OF THE COMPANY

     

    In
      connection with the registration of the Registrable Securities, the Company
      shall have the following obligations:

     

    3.1 Availability
      of Registration Statement.
      The
      Company shall use its reasonable efforts
      to prepare and file with the SEC the Registration Statement required by Article
      2 and use its reasonable efforts to cause such Registration Statement to become
      effective and, once effective, to continue to be effective throughout the
      Registration Period.

     

    3.2 
      Amendments to Registration Statement. The Company shall use its reasonable
      efforts
      to prepare and file with the SEC such amendments (including post-effective
      amendments) and supplements to a Registration Statement and the prospectus
      used
      in connection with the Registration Statement as may be necessary to keep any
      effective Registration Statement effective and such prospectus available for
      use
      at all times during the Registration Period (including, without limitation,
      amendments and supplements necessary in connection with a change in the “Plan of
      Distribution” section in any Registration Statement or prospectus) and, during
      such period, comply with the provisions of the Securities Act with respect
      to
      the disposition of all Registrable Securities covered by the Registration
      Statement until the termination of the Registration Period. The Company shall
      use its reasonable efforts to cause any such amendment and/or new Registration
      Statement to become effective as soon as practicable following the filing
      thereof.

     

    3.3 
      Information. Upon written request, the Company shall furnish to any Selling
      Securityholder
      and its legal counsel, promptly after the same is prepared and publicly
      distributed, filed with the SEC, or received by the Company, one copy of the
      Registration Statement and any amendment thereto, and such number of copies
      of
      each prospectus, including each preliminary prospectus, and all amendments
      and
      supplements thereto, and such other documents as such Selling Securityholders
      may reasonably request in order to facilitate the disposition of the Registrable
      Securities. The Company shall promptly notify all Selling Securityholders of
      the
      effectiveness of any Registration Statement or post-effective amendments
      thereto.

     

    
      
        
        

      

      
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    3.4 Blue
      Sky.
      The Company shall (a) register and qualify the Registrable Securities
covered
      by any Registration Statement under the securities laws of such jurisdictions
      in
      the United States as each Selling Securityholder who holds any such Registrable
      Securities reasonably requests, (b) 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 and availability for use during the Registration Period,
      (c) take such other actions as may be reasonably necessary to maintain such
      registrations and qualifications in effect at all times during the Registration
      Period, and (d) take all other actions reasonably necessary or advisable to
      qualify the Registrable Securities for sale in such jurisdictions; provided,
      however,
      that the
      Company shall not be required in connection therewith or as a condition thereto
      to (i) qualify to do business in any jurisdiction where it would not otherwise
      be required to qualify but for this Section 3.4, (ii) subject itself to general
      taxation in any such jurisdiction or (iii) file a general consent to service
      of
      process in any such jurisdiction.

     

    3.5 Limitations
      on Subsequent Registration Rights.
      From
      and after the date of this Agreement, the Company shall not enter into any
      agreement granting any holder or prospective holder of any securities of the
      Company registration rights with respect to such securities without the prior
      written consent of the holders of more than 50% of the Registrable Securities
      then outstanding, unless such new registration rights, including standoff
      obligations, are subordinate to the rights of the Securityholders
      hereunder.

     

    3.6 Correction
      of Statements or Omissions. As soon as practicable after becoming aware
      of
      any event, of which the Company has actual knowledge, as a result of which
      the
      prospectus included in a Registration Statement, as then in effect, includes
      an
      untrue statement of a material fact or fails to state a material fact required
      to be stated therein or necessary to make the statements therein not misleading,
      the Company shall publicly announce or notify all Selling Securityholders of
      the
      happening of such event, and shall use commercially reasonable efforts as soon
      as possible to (but in any event it shall within five (5) Business Days or
      three
      (3) Business Days of the receipt by the Company from its accountants of
      financial information required to correct such untrue statement or omission,
      as
      applicable) prepare a supplement or amendment to the Registration Statement
      (and
      make all required filings with the SEC and all applicable state securities
      or
      blue sky commissions) to correct such untrue statement or omission if not
      otherwise satisfied through the filing of a report to the SEC or otherwise
      pursuant to applicable securities laws (but such supplement or amendment or
      other filing shall not be required if, notwithstanding the Company’s
      commercially reasonable efforts so to prepare and file such supplement,
      amendment or other filing, such supplement, amendment or other filing is no
      longer required by applicable law to correct such untrue statement or omission
      because such untrue statement or omission no longer exists); and the Company
      shall simultaneously (and thereafter as requested) deliver such number of copies
      of such supplement or amendment to each Selling Securityholder (or other
      applicable document) as such Securityholder may request in writing.

     

    3.7 Stop
      Orders. The Company shall use commercially reasonable efforts to prevent
the
      issuance of any stop order or other suspension of effectiveness of a
      Registration Statement, and, if such an order is issued, to obtain the
      withdrawal of such order at the earliest practicable time, and the Company
      shall
      immediately notify all Selling Securityholders and, in the event of an
      underwritten offering, the managing underwriter(s), of the issuance of such
      order and the resolution thereof.

     

    
      
        
        

      

      
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    3.8 SEC
      Comments. The Company will adequately respond to SEC’s comments to the
      Registration Statement
      within ten (10) Business Days after receipt thereof to the extent practicable
      and if not practicable, as quickly as possible acting with diligence, and
      thereafter request effectiveness of the Registration Statement within five
      (5)
      Business Days of receipt of a “no review” or “no further comments”
notification.

     

    3.9 Inspection
      of Records.
      The
      Company shall provide each Selling Securityholder, and any underwriter who
      may
      participate in the distribution of Registrable Securities, and their respective
      representatives, the opportunity to conduct a reasonable inquiry of the
      Company’s financial and other records during normal business hours and make
      available its officers, directors and employees for questions regarding
      information which the Selling Securityholders and any such underwriter may
      reasonably request in connection with the Registration Statement; provided,
      however,
      that
      the Selling Securityholders and any such underwriter shall hold in confidence
      and shall not make any disclosure of any record or other information which
      the
      Company determines in good faith to be confidential, and of which determination
      the inspectors are so notified in writing, unless (a) the disclosure of such
      records is necessary to avoid or correct a misstatement or omission in any
      Registration Statement, (b) the release of such records is ordered pursuant
      to a
      subpoena or other order from a court or government body of competent
      jurisdiction or is otherwise required by applicable law or legal process, or
      (c)
      the information in such records has been made generally available to the public
      other than by disclosure in violation of this or any other agreement (to the
      knowledge of the relevant inspector).

     

    3.10 Information
      Respecting Selling
      Securityholders.
      At
      least 10 days prior to the first anticipated filing date of a Registration
      Statement, the Company shall notify each Selling Securityholder of the
      information the Company requires from each such Selling Securityholder in
      connection with the preparation of the Registration Statement. The Company
      shall
      hold in confidence and not make any disclosure of non-public information
      concerning any Selling
      Securityholder provided
      to the Company by such Selling
      Securityholder
      unless
      (a) disclosure of such information is necessary to comply with federal or state
      securities laws, rules, statutes or regulations, (b) the disclosure of such
      information is necessary to avoid or correct a misstatement or omission in
      any
      Registration Statement or other public filing by the Company, (c) the release
      of
      such information is ordered pursuant to a subpoena or other order from a court
      or governmental body of competent jurisdiction or is otherwise required by
      applicable law or legal process, (d) such information has been made
      generally available to the public other than by disclosure in violation of
      this
      or any other agreement, or (e) such Securityholder consents to the form and
      content of any such disclosure. The Company agrees that it shall, upon learning
      that disclosure of such information concerning any Selling
      Securityholder
      is
      sought in or by a court or governmental body of competent jurisdiction in or
      through other means, give prompt notice to such Securityholder prior to making
      such disclosure, and allow such Selling
      Securityholder,
      at its
      expense, to undertake appropriate action to prevent disclosure of, or to obtain
      a protective order for, such information. 

     

    3.11 Listing.
      The
      Company shall use commercially reasonable efforts to cause the listing and
      the
      continuation of listing of all the Common Stock covered by any Registration
      Statement on each securities exchange or quotation system upon which any other
      securities of the Company is then listed or quoted.

     

    
      
        
        

      

      
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    3.12 Transfer
      Agent.
      The
      Company shall act as transfer agent for all securities subject to this Agreement
      other than Common Stock. 

     

    3.13 Delivery
      of Certificates; Opinions of Counsel.
      The
      Company shall cooperate with any and all Selling Securityholders who hold
      Registrable Securities being offered and the managing underwriter or
      underwriters, if any, to facilitate the timely preparation and delivery of
      certificates (not bearing any restrictive legends) representing Registrable
      Securities to be offered pursuant to the Registration Statement and enable
      such
      certificates to be in such denominations or amounts, as the case may be, as
      such
      Selling Securityholders or the managing underwriter or underwriters, if any,
      may
      reasonably request and registered in such names as such Selling Securityholders
      or the managing underwriter or underwriters, if any, may request, and, upon
      the
      written request of the transfer agent for the Company or the managing
      underwriter or underwriters, as applicable, within two (2) Business Days of
      such
      request, the Company shall cause legal counsel selected by the Company to
      deliver to the transfer agent or the managing underwriter or underwriters,
      as
      applicable, and the Selling Securityholders an opinion (a “Transfer Opinion”) of
      such counsel in a form reasonably acceptable to the transfer agent or managing
      underwriter or underwriters, as applicable, and the Selling Securityholders.
      Such opinion shall include, without limitation, opinions to the effect that
      (i)
      the Registration Statement has become effective under the Securities Act and
      no
      order suspending the effectiveness of the Registration Statement, preventing
      or
      suspending the use of the Registration Statement, any preliminary prospectus,
      any final prospectus, or any amendment or supplement thereto has been issued,
      nor has the SEC or any securities or blue sky authority of any jurisdiction
      instituted or threatened to institute any proceedings with respect to such
      an
      order, (ii) all of the Registrable Securities covered by such Registration
      Statement may be sold or otherwise transferred pursuant to the Plan of
      Distribution set forth in the prospectus forming a part of the Registration
      Statement, and (iii) the Registration Statement and each prospectus forming
      a
      part thereof (including each preliminary prospectus), and any amendment or
      supplement thereto, complies as to form with the Securities Act. Such Transfer
      Opinion shall also state the jurisdictions in which the Registrable Securities
      have been registered or qualified for sale.

     

    3.14 Compliance
      with Laws.
      The
      Company shall comply with all applicable laws related to the Registration
      Statement and offering and sale of securities covered by the Registration
      Statement and all applicable rules and regulations of governmental authorities
      in connection therewith (including, without limitation, the Securities Act
      and
      the Exchange Act).

     

    ARTICLE
      4 - OBLIGATIONS OF THE SELLING SECURITYHOLDERS

     

    4.1 Obligations
      of the Selling
      Securityholders.
      By
      electing to participate in any registration
      of Registrable Securities as a Selling Securityholder, each Selling
      Securityholder agrees as follows:

     

    (a)  Information
      Concerning Securityholders; Cooperation.
      The
      Selling Securityholder shall cooperate with the Company in connection with
      the
      preparation and filing of any Registration Statement, and, for as long as the
      Company is obligated to keep any such Registration Statement effective, such
      Selling Securityholder will provide to the Company, in writing, for use in
      the
      Registration Statement, all information regarding the Registrable Securities
      held by such Selling Securityholder, the intended method of distribution of
      such
      Registrable Securities and such other information as may be necessary to enable
      the Company to prepare the Registration and prospectus covering the Registrable
      Securities and to maintain the currency and effectiveness thereof. The Selling
      Securityholder shall deliver to the Company the information requested by it
      pursuant to the first sentence of Section 3.10 within five (5) days of request
      therefor or shall be excluded from such registration. 

     

    
      
        
        

      

      
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    (b)  SEC
      Comments.
      The
      Selling Securityholder agrees to use reasonable efforts to cooperate
with
      the
      Company (at the Company’s expense) in responding to comments of the staff of the
      SEC relating to the Selling
      Securityholder.

     

    (c) Suspension
      of Offering or Distribution.
      If,
      upon notice from the Company of the happening of any of the events specified
      in
      Sections 3.6 or 3.7, the Company requires the suspension by the Selling
      Securityholder of the distribution of any of the Registrable Securities, the
      Selling Securityholder shall cease offering or distributing the Registrable
      Securities until such time as the Company notifies such Selling Securityholder
      that offering and distribution of the Registrable Securities may
      recommence.

     

    (d)
      Each
      Selling Securityholder agrees not to take any action to cause such Selling
      Securityholder to become a registered broker-dealer, as defined under the
      Exchange Act.

     

    (e)
      Each
      Selling Securityholder covenants and agrees that such holder will comply with
      the prospectus delivery requirements of the Securities Act as applicable to
      it
      in connection with sales of Registrable Securities pursuant to a Registration
      Statement.

     

    ARTICLE
      5 - EXPENSES OF REGISTRATION

     

    5.1 Expenses.
      With
      respect to each registration of Registrable Securities hereunder, all
      expenses of the Selling Securityholders (other than underwriting discounts
      and
      commissions and transfer taxes), including, without limitation, the reasonable
      fees and disbursements of one attorney representing all of the Selling
      Securityholders in connection with the consummation of the transactions
      contemplated by this Agreement, all registration, listing and qualification
      fees
      (including applicable state securities or Blue Sky laws), printers’ and
      accountants’ fees, the fees and disbursements of counsel for the Company, and
      Securities Act liability insurance, if the Company so desires such insurance,
      shall be borne by the Company.

     

    ARTICLE
      6 - INDEMNIFICATION

     

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

     

    
      
        
        

      

      
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    6.1 Indemnification
      by the Company.
      The
      Company will indemnify, hold harmless and defend (a) the Selling
      Securityholders, (b) each
      underwriter of Registrable Securities and (c) the
      directors, officers, partners, members, employees, agents and persons who
      control each of such Selling Securityholders within the meaning of Section
      15 of
      the Securities Act or Section 20 of the Exchange Act, if any (each of the
      persons named in clauses (a), (b) and (c) being a “Company Indemnified Person”),
      against any losses, claims, damages, liabilities or expenses (collectively,
      together with actions, proceedings or inquiries whether or not in any court,
      before any administrative body or by any regulatory or self-regulatory
      organization, whether commenced or threatened, in respect thereof, “Claims”) to
      which any of them may become subject insofar as such Claims arise out of or
      are
      based upon: (i) any untrue statement or alleged untrue statement of a
      material fact contained in a Registration Statement or the omission or alleged
      omission to state therein a material fact required to be stated or necessary
      to
      make the statements therein not misleading, (ii) any untrue statement or
      alleged untrue statement of a material fact contained in any preliminary
      prospectus if used prior to the effective date of such Registration Statement,
      or 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
      other law, including, without limitation, any state securities law, or any
      rule
      or regulation thereunder relating to the offer or sale of the Registrable
      Securities (the matters in the foregoing clauses (i) through (iii) being,
      collectively, “Violations”). The Company shall reimburse each Company
      Indemnified Person, as such expenses are incurred and are due and payable,
      for
      any reasonable legal fees and other reasonable expenses incurred by them in
      connection with investigating or defending any such Claim within twenty (20)
      Business Days of written notice thereof; provided that each Company Indemnified
      Person shall promptly reimburse the Company within two (2) Business Days for
      that portion of such fees and expenses applicable to such actions for which
      such
      Indemnified Person is judicially determined to be not entitled to
      indemnification hereunder. Notwithstanding anything to the contrary contained
      herein, the Company shall not be required to indemnify or hold harmless a
      Company Indemnified Person (A) with respect to a Claim arising out of or based
      upon (1) any violation of federal or state securities laws, rules or regulations
      committed by such Company Indemnified Person (or any person who controls it
      or
      any agent, broker-dealer or underwriter engaged by it) or in the case of a
      non-underwritten offering, any failure by such Company Indemnified Person to
      give any purchaser of Registrable Securities at or prior to the written
      confirmation of such sale, a copy of the most recent prospectus, (2) an untrue
      or alleged untrue statement or omission or alleged omission contained in any
      Registration Statement or prospectus which statement or omission was made in
      reliance upon and in conformity with written information provided by or on
      behalf of such Company Indemnified Person specifically for use or inclusion
      in
      the Registration Statement or any prospectus, (3) any prospectus used after
      such
      time as the Company advised such Company Indemnified Person that the filing
      of a
      post-effective amendment or supplement thereto was required, except the
      prospectus as so amended or supplemented, or (4) any prospectus used after
      such
      time as the Company’s obligation to keep the Registration Statement effective
      and current has expired or been suspended hereunder, provided, that the Company
      has so advised such Company Indemnified Person; (B) shall not 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; and (C) with respect to any preliminary prospectus, shall not inure
      to
      the benefit of a Company Indemnified Person if the untrue or alleged untrue
      statement or omission or alleged omission of material fact contained in the
      preliminary prospectus was corrected on a timely basis in the prospectus, as
      then amended or supplemented, if such corrected prospectus was timely made
      available by the Company pursuant to Section 3.6 hereof, and such Company
      Indemnified Person was promptly advised in writing not to use the incorrect
      prospectus prior to the use giving rise to a Claim and such Company Indemnified
      Person, notwithstanding such advice, used it. Such indemnity shall remain in
      full force and effect regardless of any investigation made by or on behalf
      of
      the Company Indemnified Person and shall survive the transfer of the Registrable
      Securities by any of the Securityholders pursuant to Article 10. 

     

    
      
        
        

      

      
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    6.2 Indemnification
      by Selling Securityholders. The Selling Securityholders shall indemnify, hold
      harmless and defend,
      to the same extent and in the same manner set forth in Section 6.1, the Company,
      each of its directors, each of its officers who signs the Registration
      Statement, its employees, agents and persons, if any, who control the Company
      within the meaning of Section 15 of the Securities Act or Section 20 of the
      Exchange Act, any other person selling securities pursuant to the Registration
      Statement, any underwriter of securities covered by such Registration Statement,
      together with its directors, officers and members, and any person who controls
      such other person selling securities or underwriter within the meaning of the
      Securities Act or the Exchange Act (each, a “Securityholder Indemnified Person”
and collectively with a Company Indemnified Person, an “Indemnified Person”),
      against any Claim to which any of them may become subject, under the Securities
      Act, the Exchange Act or otherwise, insofar as such Claim arises out of or
      is
      based upon any Violation, in each case to the extent (and only to the extent)
      that such Violation occurs in reliance upon and in conformity with written
      information furnished to the Company by such Selling
      Securityholders expressly
      for use in connection with such Registration Statement; and such Selling
      Securityholders will
      reimburse any reasonable legal or other reasonable expenses ( within
      twenty (20) Business Days of written notice thereof; provided that each Company
      Indemnified Person shall promptly reimburse the Company within two (2) Business
      Days for that portion of such fees and expenses applicable to such actions
      for
      which such Indemnified Person is judicially determined to be not entitled to
      indemnification hereunder
      as such
      expenses are incurred and are due and payable) incurred by the Company in
      connection with investigating or defending any such Claim; provided,
      however,
      that
      the indemnity agreement contained in this Section 6.2 shall not apply to amounts
      paid in settlement of any Claim if such settlement is effected without the
      prior
      written consent of such Selling
      Securityholders,
      which
      consent shall not be unreasonably withheld. A Selling
      Securityholder
      shall be
      liable under this Agreement (including this Section 6.2 and Article 7) for
      only
      that amount as does not exceed the net proceeds actually received by such
Selling
      Securityholder
      as a
      result of the sale of Registrable Securities pursuant to such Registration
      Statement. Such indemnity shall remain in full force and effect regardless
      of
      any investigation made by or on behalf of such Securityholder
      Indemnified Person and shall survive the transfer of the Registrable Securities
      by any of the Securityholders pursuant to Article 10. Notwithstanding anything
      to the contrary contained herein, the indemnification agreement contained in
      this Section 6.2 with respect to any preliminary prospectus shall not inure
      to
      the benefit of any Securityholder
      Indemnified Person if the untrue or alleged untrue statement or omission or
      alleged omission of material fact contained in the preliminary prospectus was
      corrected on a timely basis in the prospectus, as then amended or supplemented,
      and the Securityholder
      Indemnified Person failed to utilize such corrected prospectus.

     

    6.3 Notices.
      Promptly after receipt by an Indemnified Person under
      this Article 6 of notice of the commencement of any action (including, without
      limitation, any governmental action), such Indemnified Person shall, if a Claim
      in respect thereof is to be made against any indemnifying party under this
      Article 6, deliver to the indemnifying party a written notice of the
      commencement thereof, and the indemnifying party shall have the right (at its
      expense) to participate in, and, to the extent the indemnifying party so
      desires, jointly with any other indemnifying party similarly noticed, to assume
      and continue control of the defense thereof with counsel mutually satisfactory
      to the indemnifying party and the Indemnified Person, as the case may be;
provided,
      however,
      that
      such indemnifying party shall diligently pursue such defense and an indemnifying
      party shall not be entitled to assume (or continue) such defense if the
      representation by such counsel of the Indemnified Person and the indemnifying
      party would be inappropriate due to actual or potential conflicts of interest
      between such Indemnified Person and any other party represented by such counsel
      in such proceeding or the actual or potential defendants in, or targets of,
      any
      such action include both the Indemnified Person and the indemnifying party,
      and
      any such Indemnified Person reasonably determines that there may be legal
      defenses available to such Indemnified Person which are different from or in
      addition to those available to such indemnifying party. Notwithstanding any
      assumption of such defense and without limiting any indemnification obligation
      provided for in Section 6.1 or 6.2, the Indemnified Person shall be entitled
      to
      be represented by counsel (at its own expense if the indemnifying party is
      permitted to assume and continue control of the defense and otherwise at the
      expense of the indemnifying party) and such counsel shall be entitled to
      participate in such defense. 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 under this Article 6, except to the extent that the
      indemnifying party is actually materially prejudiced in its ability to defend
      such action. 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      7 - CONTRIBUTION

     

    7.1 Contribution.
      To
      provide for just and equitable contribution, if (i) an indemnified party makes
      a
      claim for indemnification pursuant to Section 6.1 or 6.2 (subject to the
      limitations thereof) but it is found in a final judicial determination, not
      subject to further appeal, that such indemnification may not be enforced in
      such
      case, even though this Agreement expressly provides for indemnification in
      such
      case, or (ii) any indemnified or indemnifying party seeks contribution under
      the
      Securities Act, the Exchange Act or otherwise, then the Company (including
      for
      this purpose any contribution made by or on behalf of any director of the
      Company, any officer of the Company who signed any such Registration Statement,
      and any controlling person of the Company within the meaning of Section 15
      of
      the Securities Act or Section 20(a) of the Exchange Act), as one entity, and
      the
      Selling Securityholders whose Registrable Securities are included in such
      registration in the aggregate (including for this pur-pose any contribution
      by
      or on behalf of an indemnified party), as a second entity, shall contribute
      to
      the losses, liabilities, claims, damages, and expenses whatsoever to which
      any
      of them may be subject, on the basis of relevant equitable considerations such
      as the relative fault of the Company and such Selling Securityholders in
      connection with the facts which resulted in such losses, liabilities, claims,
      damages, and expenses. The relative fault, in the case of an untrue statement,
      alleged untrue statement, omission, or alleged omission, shall be
      determined,
      among
      other things, by whether such statement, alleged statement, omission, or alleged
      omis-sion relates to information supplied by the Company or by such Selling
      Securityholders, and the parties’ relative intent, knowledge, access to
      information, and opportunity to correct or prevent such statement, alleged
      statement, omission, or alleged omission. Subject to the following sentence,
      the
      Company and the Selling
      Securityholders agree
      that it would be unjust and inequitable if the respective obligations of the
      Company and the Selling Securityholders for contribution were determined by
      pro
      rata or per capita allocation of the aggregate losses, liabilities, claims,
      damages, and expenses (even if the Selling Securityholders and the other
      indemnified parties were treated as one entity for such purpose) or by any
      other
      method of allocation that does not reflect the equitable considerations referred
      to in this Section 7.1. In no case shall any Selling Securityholder be
      responsible for a portion of the contribution obligation imposed on all Selling
      Securityholders in excess of the net proceeds actually received by such Selling
      Securityholder as a result of the sale of Registrable Securities pursuant to
      such Registration Statement. No person guilty of a fraudulent misrepresentation
      (within the meaning of Section 11(f) of the Securities Act) shall be entitled
      to
      contribution from any person who is not guilty of such fraudulent
      misrepresentation. For purposes of this Section 7.1, each person, if any, who
      controls any Selling Securityholder within the meaning of Section 15 of the
      Securities Act or Section 20(a) of the Exchange Act and each officer, director,
      partner, employee, agent, and counsel of each such Selling Securityholder or
      control person shall have the same rights to contribution as such Selling
      Securityholder or control person and each person, if any, who controls the
      Company within the meaning of Section 15 of the Securities Act or Section 20(a)
      of the Exchange Act, each officer of the Company who signs the Registration
      Statement, each director of the Company, and its or their respective counsel
      shall have the same rights to contribution as the Company, subject in each
      case
      to the provisions of this Section 7.1. Anything in this Section 7.1 to the
      contrary notwithstanding, no party shall be liable for contribution with respect
      to the settlement of any claim or action effected without its written consent.
      This Section 7.1 is intended to supersede any right to contribution under the
      Securities Act, the Exchange Act or otherwise.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      8 - REPORTS UNDER THE EXCHANGE ACT

     

    With
      a
      view to ensuring the availability of the benefits of certain rules and
      regulations of the SEC which may at any time permit the sale of the Registrable
      Securities to the public without registration, the Company,as a public company
      whose securities are registered under the Securities Act and the Exchange Act
      agrees to:

     

    (a)  Continue
      to comply in all material respects with the provisions of the Securities Act
      and
      the Exchange Act, including without limitation the reporting requirements of
      Rule 144 under the Securities Act ;

     

    (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 (at any time after it
      has
      become subject to such reporting requirements); and

     

    (c) So
      long
      as any of the Securityholders owns any Registrable Securities, to furnish to
      them forthwith upon written request a written statement by the Company as to
      its
      compliance with the reporting requirements of said Rule 144 (at any time after
      90 days after the effective date of the first registration statement filed
      by
      the Company for an offering of its securities to the general public), and of
      the
      Securities Act and the Exchange Act (at any time after it has become subject
      to
      such reporting requirements), a copy of the most recent annual or quarterly
      report of the Company, and such other reports and documents of the Company
      and
      other information in the possession of or reasonably obtainable by the Company
      as such Securityholders may reasonably request in availing itself of any rule
      or
      regulation of the SEC allowing any of them to sell any such securities without
      registration.

     

    ARTICLE
      9 -AMENDMENT AND ASSIGNMENT OF REGISTRATION RIGHTS

     

    9.1 Assignment
      of Registration Rights.
      The
      rights of any Securityholder as to Registrable
      Securities transferred by such Securityholder, including the right to have
      the
      Company register Registrable Securities pursuant to this Agreement, shall be
      automatically assigned by such Securityholder to any transferee of all or any
      portion of the Registrable Securities, whether such transfer occurs before
      or
      after the Registration Statement becomes effective, if: (a) such Securityholder
      agrees in writing with the transferee or assignee to assign such rights, and
      a
      copy of such agreement is furnished to the Company within 10 days after such
      assignment, (b) the Company is, within 10 days 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) following such
      transfer or assignment, the further disposition of such securities by the
      transferee or assignee is restricted under the Securities Act or applicable
      state securities laws, and (d) at or before the time the Company receives the
      written notice contemplated by clause (b) of this sentence, the transferee
      or
      assignee agrees in writing for the benefit of the Company to be bound by all
      of
      the provisions contained herein. The rights of such Securityholder hereunder
      with respect to any Registrable Securities retained by the Securityholder shall
      not be assigned by virtue of the transfer of other Registrable
      Securities.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    9.2 Amendment
      of Registration Rights.
      Except
      as expressly provided in this Agreement,
      neither this Agreement nor any term hereof may be amended, waived, discharged
      or
      terminated other than by a written instrument signed by the party against whom
      enforcement of any such amendment, waiver, discharge or termination is sought;
      provided,
      however,
      that
      holders of Registrable Securities may, by the favorable vote of more than 50%
      of
      the Registrable Securities and with the written consent of the Company, waive,
      modify or amend on behalf of all holders, any provisions hereof, so long as
      the
      effect thereof will be that all such holders will be treated equally and the
      Securityholder agrees to be bound by such vote or consent.

     

    ARTICLE
      10 - MISCELLANEOUS

     

    10.1 Registered
      Holders.
      A
      person or entity shall be deemed to be the holder (or a holder in interest)
      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.

     

    10.2 Notices,
      Etc.
      All
      notices and other communications required or permitted under this Agreement
      shall be sent by registered or certified mail, postage prepaid (if within the
      United States of America), overnight courier, confirmed
      facsimile or other electronic transmission or otherwise delivered by hand or
      by
      messenger, addressed (a) if to the Securityholder, at such Securityholder’s
      address set forth on the signature page hereto or at such other address as
      such
      Securityholder shall have furnished to the Company in writing, (b) if to the
      Company, at its offices at: NANOSENSORS, INC., 1475 Veterans Blvd., Redwood
      City, CA 94063 , to the attention of “President” or at such other address as the
      Company shall have furnished to the Securityholders in writing, or (c) if any
      transferee or assignee of a Securityholder pursuant to Section 10.1, at such
      address as such transferee or assignee shall have furnished to the Company
      in
      writing. Each such notice or other communication shall for all purposes of
      this
      Agreement be treated as effective or having been received or given, as
      applicable, (i) when delivered if delivered personally, (ii) if sent by mail,
      at
      the earlier of its receipt or three Business Days after the registration or
      certification thereof, (iii) if sent by overnight courier, one Business Day
      (two
      Business Days if notice is sent from one country to another) after the same
      has
      been deposited with a nationally recognized courier service, or (iv) when sent
      by confirmed facsimile or other electronic transmission, on the day sent (if
      a
      Business Day) if sent during normal business hours of the recipient, and if
      not,
      then on the next Business Day (provided, that such facsimile or other electronic
      transmission is followed by delivery via another method permitted by this
      Section 10.2) and the receipt of the facsimile or other electronic transmission
      can be verified.

     

    10.3
      Delays or Omissions.
      Except
      as expressly provided in this Agreement, no delay or omission to exercise any
      right, power or remedy accruing to any Securityholder upon any breach or default
      of the Company under this Agreement shall impair any such right, power or remedy
      of such Securityholder nor shall it be construed to be a waiver of any such
      breach or default, or an acquiescence therein, or of or in any similar breach
      or
      default thereafter occurring; nor shall any waiver of any single breach or
      default be deemed a waiver of any other breach or default theretofore or
      thereafter occurring. Any waiver, permit, consent or approval of any kind or
      character on the part of any Securityholder of any breach or default under
      this
      Agreement, or any waiver on the part of any Securityholder of any provisions
      or
      conditions of this Agreement, must be in writing and shall be effective only
      to
      the extent specifically set forth in such writing. All remedies, either under
      this Agreement or by law or otherwise afforded to any Securityholder shall
      be
      cumulative and not alternative.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    10.4 Governing
      Law; Jurisdiction; Waiver of Jury Trial.
      This
      Agreement shall be governed in all respects by the laws of the State of New
      York
      without giving effect to the conflicts of laws principles thereof. All suits,
      actions or proceedings arising out of, or in connection with, this Agreement
      or
      the transactions contemplated by this Agreement shall be brought in any federal
      or state court of competent subject matter jurisdiction sitting in New York,
      New
      York Each of the parties hereto by execution and delivery of this Agreement,
      expressly and irrevocably (i) consents and submits to the personal
      jurisdiction of any such courts in any such action or proceeding; (ii) consents
      to the service of any complaint, summons, notice or other process relating
      to
      any such action or proceeding by delivery thereof to such party as set forth
      in
      Section 10.2 hereof; and (iii) waives any claim or defense in any such action
      or
      proceeding based on any alleged lack of personal jurisdiction, improper venue,
      forum
      non conveniens
      or any
      similar basis. 

     

    WAIVER
      OF JURY TRIAL. EACH OF THE PARTIES BY EXECUTION AND DELIVERY OF THIS AGREEMENT
      WAIVES TRIAL
      BY JURY IN ANY ACTION OR PROCEEDING INVOLVING ANY MATTER (WHETHER SOUNDING
      IN
      TORT, CONTRACT, FRAUD OR OTHERWISE) IN ANY WAY ARISING OUT OF OR RELATING TO
      THIS AGREEMENT.

     

    10.5 Entire
      Agreement; Amendment.
      This
      Agreement constitutes the full and entire understanding and agreement between
      the parties with regard to the subject matter hereof and thereof and supersedes
      all prior agreements and merge all prior discussions, negotiations, proposals
      and offers (written
      or oral) between them, and no party shall be liable or bound to any other party
      in any manner by any representations, warranties, covenants or agreements except
      as specifically set forth herein or therein. Except as expressly provided in
      this Agreement, neither this Agreement nor any term hereof may be amended,
      waived, discharged or terminated other than by a written instrument signed
      by
      the party against whom enforcement of any such amendment, waiver, discharge
      or
      termination is sought.

     

    10.6 Successors
      and Assigns.
      Subject
      to Article 9 hereof, the provisions of this Agreement shall inure to the benefit
      of, and be binding upon, the permitted successors, assigns, heirs, executors
      and
      administrators of the parties to this Agreement, except that the Company may
      not
      assign this Agreement without the written consent of the holders of at least
      50%
      of the then outstanding Registrable Securities; provided
      that,
      the
      Company shall not agree to or consummate any Exchange in
      which
      the Registrable Securities are to be exchanged, converted into or otherwise
      become the securities of any other issuer, without procuring that such issuer
      assume the liabilities of the Company hereunder, effective upon the consummation
      of such Exchange on terms that are fair to the Securityholders.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    10.7 Titles
      and Subtitles.
      The
      headings in this Agreement are used for convenience of reference only and shall
      not be considered in construing or interpreting this Agreement.

     

    10.8 
      Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      enforceable against the parties actually executing such counterparts, and all
      of
      which together shall constitute one instrument. This Agreement may be delivered
      by facsimile, and facsimile signatures shall be treated as original signatures
      for all applicable purposes.

     

    10.9 
      Further Assurances.
      Each
      party shall do and perform, or cause to be done and performed, all such further
      acts and things, and shall execute and deliver all such other agreements,
      certificates, instruments and documents, as the other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.

     

    10.10 
      Consents.
      Unless
      otherwise provided herein, all consents and other determinations to be made
      pursuant to this Agreement shall be made on the basis of a majority in interest
      (determined by number of securities) with respect to the Registrable
      Securities.

     

    10.11 Severability.
      In the
      event that any provision of this Agreement becomes or is declared by a court
      of
      competent jurisdiction to be illegal, unenforceable or void, this Agreement
      shall continue in full force and effect without said provision.

     

    10.12 No
      Third Party Beneficiaries.
      This
      Agreement shall not confer any rights or remedies upon any person other than
      the
      parties hereto, each Securityholder, their permitted successors and assigns
      and
      parties eligible for indemnification under Article 6, and only in accordance
      with the express terms of this Agreement.

     

    10.13 Confidentiality
      of Agreement, Press Releases and Public Announcements.
      Except
      as set forth below, the parties shall, and shall cause their officers, employees
      and representatives to, treat and hold as confidential the existence and terms
      of this Agreement at all times. No party shall issue any press release or make
      any public announcement relating to the subject matter of this Agreement without
      the prior written approval of the Company and the holders of at least 50% of
      the
      number of Registrable Securities; provided,
      however,
      that any
      party may make any public disclosure it believes in good faith is required
      by
      applicable law (including applicable securities laws) or any listing or trading
      agreement concerning its publicly-traded securities to make such disclosure
      (in
      which case the disclosing party will use its reasonable efforts to advise the
      other parties in writing prior to making the disclosure).

     

    10.14 Construction.
      The
      parties have participated jointly in the negotiation and drafting of this
      Agreement. In the event an ambiguity or question of intent or interpretation
      arises, this Agreement shall be construed as if drafted jointly by the parties
      and no presumption or burden of proof shall arise favoring or disfavoring any
      party by virtue of the authorship of any of the provisions of this Agreement.
      Any reference to any federal, state, local or foreign statute or law shall
      be
      deemed also to refer to all rules and regulations promulgated thereunder and
      any
      applicable common law, unless the context requires otherwise. The word
“including” shall mean including without limitation and is used in an
      illustrative sense rather than a limiting sense. Terms used with initial capital
      letters will have the meanings specified, applicable to singular and plural
      forms, for all purposes of this Agreement. Reference to any gender will be
      deemed to include all genders and the neutral form.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    10.15 Incorporation
      of Exhibits, Annexes and Schedules.
      The
      Exhibits, Annexes and Schedules identified in this Agreement, if any, are
      incorporated herein by reference and made a part hereof.

     

    10.16 Termination
      of Old Registration Rights Agreement.
      The Old
      Registration Rights Agreement is hereby terminated, without liability of any
      party thereto to any other party thereto.

     

    10.17 Independent
      Nature of Selling Securityholders' Obligations and Rights.
      The
      obligations of each Selling Securityholder hereunder is several and not joint
      with the obligations of any other Selling Securityholder hereunder, and no
      Selling Securityholder shall be responsible in any way for the performance
      of
      the obligations of any other Selling Securityholder hereunder. The decision
      of
      each Selling Securityholder to purchase Securities has been made independently
      of any other Selling Securityholder. Nothing contained herein or in any other
      agreement or document delivered at any closing, and no action taken by any
      Selling Securityholder pursuant hereto or thereto, shall be deemed to constitute
      the Selling Securityholders as a partnership, an association, a joint venture
      or
      any other kind of entity, or create a presumption that the Selling
      Securityholders are in any way acting in concert with respect to such
      obligations or the transactions contemplated by this Agreement. Each Selling
      Securityholder acknowledges that no other Selling Securityholder has acted
      as
      agent for such Selling Securityholder in connection with making its investment
      hereunder and that no Selling Securityholder will be acting as agent of such
      Selling Securityholder in connection with monitoring its investment in the
      Securities or enforcing its rights under this Agreement and the Warrants. Each
      Selling Securityholder shall be entitled to protect and enforce its rights,
      including without limitation the rights arising out of this Agreement, and
      it
      shall not be necessary for any other Selling Securityholder to be joined as
      an
      additional party in any proceeding for such purpose.

     

    [Remainder
      of page left intentionally blank. Signature pages to follow.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


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

    


    
      	 	 	 
	COMPANY: 	NANOSENSORS,
              INC.
	 
 	 
 	 
 
	Date: 	By:  	 
	 	
              
Name:
              Robert Baron
	 	Title:
              Interim President and CEO 


    

     

    

      
        	
                SECURITYHOLDERS:

              	 
	 	 
	
                HOCARI
                  TRUST*

              	
                Michael
                  Stone*

              
	 	 
	
                James
                  Arias*

              	
                SHADOW
                  TRADING LLC*

              
	 	 
	
                INVERSIONES
                  De
                  MARSEILLES, S.A.*

              	
                WINNIPEG
                  INVESTMENT INC.*

              
	 	 
	
                WINDWARD
                  ASSET MANAGEMENT, INC.*

              	
                INVERSIONES
                  DE
                  SALAMANCA, S.A.*

              
	 	 
	
                Bruce
                  Meyers *

              	
                Imtiaz
                  Khan*

              
	 	 
	
                INVERSIONES
                  LYONNAISE, S.A.*

              	
                SPECULUM
                  CORPORATION*

              
	 	 
	
                CYBER
                  ELECTRIC, INC.*

              	
                QUADPRO
                  LTD.*

              
	 	 
	
                TRINITY-DAGNY
                  CORPORATION*

              	
                DECADO
                  INTERNATIONAL S.A.*

              
	 	 
	
                William
                  Levy*

              	
                Ron
                  Martino*

              
	 	 
	
                Sehba
                  Kudiya*

              	
                Andre
                  Edelbrock*

              
	 	 
	
                Tom
                  Hendren*

              	
                Brian
                  Kane*

              
	 	 
	
                ROSSARD
                  INVESTMENTS, INC.
                  *

              	
                MABRY
                  DEL SUR S.A.*

              


      

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      
        	 	 
	
                Zach
                  Zeldin*

              	
                Clive
                  Cartlidge*

              
	 	 
	
                Angelo
                  Genovese*

              	
                Howard
                  Bregman*

              
	 	 
	
                Trevor
                  Clarke*

              	
                Ryan
                  Tenbusch*

              
	 	 
	
                THE
                  GLORIANNA FOUNDATION*

              	 
	 	 
	
                On
                  behalf of all of the foregoing Securityholders, this Registration
                  Rights
                  Agreement is
                  executed:

              


      

    

    

      
        	
                *By
                  

              	
                                            
                                                
                  

              
	 	
                Barry
                  J. Miller

              
	 	
                Agent
                  and Attorney-in-Fact

              
	 	 
	 	
                Barry
                  J. Miller, Esq.

              
	 	
                Casa
                  9, Calle 5, Villa Zaita

              
	 	
                Las
                  Cumbres, Republic of
                  Panama

              


      



    


    
      
        
        

      

      
        17