REGISTRATION
      RIGHTS AGREEMENT

     

    THIS
      REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
      dated
      as of January 29, 2008, by and between Monumental Marketing, Inc., a Nevada
      corporation (the “Company”),
      and
      the investor (the “Investor”).

     

    RECITALS

     

    WHEREAS,
      in connection with issuance by the Company of the 11% Convertible Bridge Note
      (the “Bridge
      Note”)
      and
      the execution and delivery of the Warrant Agreement (the “Warrant”)
      with
      the Investor, the Company has agreed, upon the terms and subject to the
      conditions of this Agreement, to provide certain registration rights under
      the
      Securities Act of 1933, as amended, and the rules and regulations thereunder
      (collectively, the “1933
      Act”),
      and
      applicable state securities laws.

     

    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 Investor hereby agree as
      follows:

     

    1. DEFINITIONS.

     

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

     

    (a) “Business
      Day”
means
      a
      day on which banking institutions are generally open for business in the state
      of New York.

     

    (b) “Common
      Stock”
means
      the common stock of the Company.

     

    (c) “Person”
means
      a
      corporation, a limited liability company, an association, a partnership, an
      organization, a business, an individual, a governmental or political subdivision
      thereof or a governmental agency.

     

    (d) “Register,”
      “registered,”
and
      “registration”
refer
      to a registration effected by preparing and filing one or more Registration
      Statements (as defined below) in compliance with the 1933 Act and pursuant
      to
      Rule 415 under the 1933 Act or any successor rule providing for offering
      securities on a continuous or delayed basis (“Rule
      415”),
      and
      the declaration or ordering of effectiveness of such Registration Statement(s)
      by the United States Securities and Exchange SEC (the “SEC”).

     

    (e) “Registrable
      Securities”
means
      the shares of Common Stock issuable to the Investor upon the due conversion
      of
      the Bridge Note and the due exercise of the Warrants issued to the
      Investor.

     

    (f) “Registration
      Statement”
means
      a
      registration statement under the 1933 Act which covers the Registrable
      Securities.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    2. REGISTRATION.

     

    (a) Filing
      of the Initial Registration Statement.
      Subject
      to the terms and conditions of this Agreement, when the Company prepares and
      files a registration statement on Form S-1 or SB-2 (or, if the Company is then
      eligible, on Form S-3) under the 1933 Act (the “Registration
      Statement”)
      for
      the registration of its own securities or on behalf of other persons, it may,
      at
      the request of the Investor, include on such registration statement the
      Registrable Securities. The Company shall cause the Registration Statement
      to
      remain effective until all of the Registrable Securities have been sold.


     

    (b) Effectiveness
      of the Registration Statement.
      The
      Company shall use its best efforts (i) to file the Registration Statement no
      later than sixty (60) Business Days after the demand of the Investor thereof
      (the “Filing
      Deadline”)
      and
      (ii) to insure that the Registration Statement and any subsequent Registration
      Statement remains in effect until all of the Registrable Securities have been
      sold, subject to the terms and conditions of this Agreement. 

     

    (c) Failure
      to File or Obtain Effectiveness of the Registration Statement.
      In the
      event the Registration Statement is not filed as provided above, the Company
      will issue as liquidated damages (the “Filing
      Deadline”)
      common
      stock purchase warrants bearing substantially the same terms as the Warrants
      (the “Liquidated
      Damages Warrants”),
      as
      follows: For each thirty (30) day period after the Filing Deadline the aggregate
      number of Liquidated Damages Warrants to be issued by the Company shall be
      equal
      to the result of 10% of $100,000 per 30-day period until the Registration
      Statement is declared effective by the SEC. 

     

    (d) Liquidated
      Damages.
      The
      Company and the Investor hereto acknowledge and agree that the issuance of
      Liquidated Damages Warrants shall be the sole and exclusive remedy of the
      Investors and shall limit, prohibit and preclude an Investor from seeking any
      other remedy available to it under contract, at law or in equity. The parties
      further acknowledge that (i) the amount of loss or damages likely to be incurred
      is incapable or is difficult to precisely estimate, (ii) the amounts specified
      in such subsections bear a reasonable relationship to, and are not plainly
      or
      grossly disproportionate to the probable loss likely to be incurred in
      connection with any failure by the Company to obtain or maintain the
      effectiveness of a Registration Statement, (iii) one of the reasons for the
      Company and the Investor reaching an agreement as to such amounts was the
      uncertainty and cost of litigation regarding the question of actual damages,
      and
      (iv) the Company and the Investor are sophisticated business parties and have
      been represented by sophisticated and able legal counsel and negotiated this
      Agreement at arm’s length. 

     

    3. RELATED
      OBLIGATIONS.

     

    (a) The
      Company shall keep the Registration Statement effective pursuant to
      Rule 415 at all times until the date on which the Investor shall have sold
      all the Registrable Securities covered by such Registration Statement (the
      “Registration
      Period”),
      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 in
      which
      they were made, not misleading.

     

    
      
         

      

      
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    (b) The
      Company shall 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 such Registration Statement, which prospectus
      is to be filed pursuant to Rule 424 promulgated under the 1933 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
      1933 Act with respect to the disposition of all Registrable Securities of the
      Company covered by such Registration Statement until such time as all of such
      Registrable Securities 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 a
      Registration Statement which are required to be filed pursuant to this Agreement
      (including pursuant to this Section 3(b)) by reason of the Company’s filing a
      report on Form 10-KSB, Form 10-QSB or Form 8-K or any analogous report under
      the
      Securities Exchange Act of 1934, as amended (the “1934
      Act”),
      the
      Company shall incorporate such report by reference into the 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 the Company to amend or supplement the Registration Statement.
      

     

    (c) The
      Company shall use its best efforts to (i) register and qualify the Registrable
      Securities covered by a Registration Statement under such other securities
      or
“blue sky” laws of such jurisdictions in the United States as the Investor
      reasonably requests, (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 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 (w) make any
      change to its certificate of incorporation or by-laws, (x) qualify to do
      business in any jurisdiction where it would not otherwise be required to qualify
      but for this Section 3(c), (y) subject itself to general taxation in any such
      jurisdiction, or (z) file a general consent to service of process in any such
      jurisdiction. The Company shall promptly notify the Investor who holds
      Registrable Securities of the receipt by the Company of any notification with
      respect to the suspension of the registration or qualification of any of the
      Registrable Securities 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 threat of any proceeding for such purpose.

     

    (d) As
      promptly as practicable after becoming aware of such event or development,
      the
      Company shall notify the Investor in writing of the happening of any event
      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 omission 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 (provided that in no event shall such notice contain any material,
      nonpublic information), and promptly prepare a supplement or amendment to such
      Registration Statement to correct such untrue statement or omission. The Company
      shall also promptly notify the Investor in writing (i) when a prospectus or
      any
      prospectus supplement or post-effective amendment has been filed, and when
      a
      Registration Statement or any post-effective amendment has become effective
      (notification of such effectiveness shall be delivered to the Investor by
      facsimile on the same day of such effectiveness), (ii) of any request by the
      SEC
      for amendments or supplements to a Registration Statement or related prospectus
      or related information, and (iii) of the Company’s reasonable determination
      that a post-effective amendment to a Registration Statement would be
      appropriate.

     

    
      
         

      

      
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    (e) The
      Company shall use its best efforts to prevent the issuance of any stop order
      or
      other suspension of effectiveness of a Registration Statement, or the suspension
      of the qualification of any of the Registrable Securities for sale in any
      jurisdiction within the United States of America 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 Investor who holds Registrable
      Securities 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) The
      Company shall hold in confidence and not make any disclosure of information
      concerning the Investor provided to the Company unless (i) disclosure of such
      information is necessary to comply with federal or state securities laws, (ii)
      the disclosure of such information is necessary to avoid or correct a
      misstatement or omission in any 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. The Company agrees that it shall, upon learning that disclosure
      of
      such information concerning the Investor is sought in or by a court or
      governmental body of competent jurisdiction or through other means, give prompt
      written notice to the Investor and allow the Investor, at the Investor’s
      expense, to undertake appropriate action to prevent disclosure of, or to obtain
      a protective order for, such information.

     

    (g) The
      Company shall use its best efforts either to cause all the Registrable
      Securities covered by a Registration Statement (i) to be listed on each
      securities exchange on which securities of the same class or series issued
      by
      the Company are then listed, if any, if the listing of such Registrable
      Securities is then permitted under the rules of such exchange or (ii) the
      inclusion for quotation on the National Association of Securities Dealers,
      Inc.
      OTC Bulletin Board for such Registrable Securities. The Company shall pay all
      fees and expenses in connection with satisfying its obligation under this
      Section 3(g).

     

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

     

    (i) The
      Company shall use its best efforts to cause the Registrable Securities covered
      by the applicable 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 Registrable Securities.

     

    
      
         

      

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

     

    (k) Within
      two (2) business days after a Registration Statement which covers Registrable
      Securities is declared effective by the SEC, the Company shall deliver, and
      shall cause legal counsel for the Company to deliver, to the transfer agent
      for
      such Registrable Securities (with copies to the Investor confirmation that
      such
      Registration Statement has been declared effective by the SEC.

     

    (l) The
      Company shall take all other reasonable actions necessary to expedite and
      facilitate disposition by the Investor of Registrable Securities pursuant to
      a
      Registration Statement.

     

    4. OBLIGATIONS
      OF THE INVESTOR.

     

    (a) The
      Investor agrees that, upon receipt of any notice from the Company of the
      happening of any event of the kind described in Section 3(d) or (e), the
      Investor will immediately discontinue disposition of Registrable Securities
      pursuant to any Registration Statement(s) covering such Registrable Securities
      until receipt of the copies of the supplemented or amended prospectus
      contemplated by Section 3(d) or receipt of notice that no supplement or
      amendment is required. Notwithstanding anything to the contrary, the Company
      shall cause its transfer agent to deliver unlegended certificates for shares
      of
      Common Stock to a transferee of the Investor in connection with any sale of
      Registrable Securities with respect to which the Investor has entered into
      a
      contract for sale prior to the Investor’s receipt of a notice from the Company
      of the happening of any event of the kind described in Section 3(d) or (e)
      and
      for which the Investor has not yet settled.

     

    (b) The
      Investor shall use its best efforts to furnish a response to any Company’s
      inquiry within three (3) Business Days after receipt of such
      inquiry.

     

    5. EXPENSES
      OF REGISTRATION.

     

    All
      expenses incurred in connection with registrations, filings or qualifications
      pursuant to Sections 2 and 3, including, without limitation, all registration,
      listing and qualifications fees, printers, legal and accounting fees shall
      be
      paid by the Company. 

     

    6. INDEMNIFICATION.

     

    With
      respect to Registrable Securities which are included in a Registration Statement
      under this Agreement:

     

    
      
         

      

      
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    (a) To
      the
      fullest extent permitted by law, the Company will, and hereby does, indemnify,
      hold harmless and defend the Investor, the directors, officers, partners,
      employees, agents, representatives of, and each Person, if any, who controls
      the
      Investor within the meaning of the 1933 Act or the 1934 Act (each, an
“Indemnified
      Person”),
      against any losses, claims, damages, liabilities, judgments, fines, penalties,
      charges, costs, reasonable attorneys’ fees, amounts paid in settlement or
      expenses, joint or several (collectively, “Claims”)
      incurred in investigating, preparing or defending any action, claim, suit,
      inquiry, proceeding, investigation or appeal taken from the foregoing by or
      before any court or governmental, administrative or other regulatory agency,
      body or the SEC, whether pending or threatened, whether or not an indemnified
      party is or may be a party thereto (“Indemnified
      Damages”),
      to
      which any of them may become subject insofar as such Claims (or actions or
      proceedings, whether commenced or threatened, in respect thereof) arise out
      of
      or are based upon: (i) any untrue statement or alleged untrue statement of
      a
      material fact in a Registration Statement or any post-effective amendment
      thereto or in any filing made in connection with the qualification of the
      offering under the securities or other “blue sky” laws of any jurisdiction in
      which Registrable Securities are offered (“Blue
      Sky Filing”),
      or
      the omission or alleged omission to state 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
      any
      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 1933 Act, the 1934 Act, any other law, including, without limitation,
      any
      state securities law, or any rule or regulation there under relating to the
      offer or sale of the Registrable Securities pursuant to a Registration Statement
      (the matters in the foregoing clauses (i) through (iii) being, collectively,
      “Violations”).
      The
      Company shall reimburse the Investor and each such controlling person promptly
      as such expenses are incurred and are due and payable, for any legal fees or
      disbursements 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): (x) shall not apply to a Claim by an Indemnified Person 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 such Indemnified Person
      expressly for use in connection with the preparation of the Registration
      Statement or any such amendment thereof or supplement thereto; (y) shall not
      be
      available to the extent such Claim is based on a failure of the Investor to
      deliver or to cause to be delivered the prospectus made available by the
      Company, if such prospectus was timely made available by the Company pursuant
      to
      Section 3(c); and (z) 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. Notwithstanding
      anything to the contrary herein or in any other agreement entered into between
      the Company and the Investor, the Company acknowledges and agrees that it is
      solely responsible and shall indemnify each Indemnified Person for the contents
      of any registration statement, prospectus or other filing made with the SEC
      or
      otherwise used in the offering of the Company’s securities (except as such
      disclosure relates solely to the Investor and then only to the extent that
      such
      disclosure conforms with information furnished in writing by the Investor to
      the
      Company), even if the Investor or its agents as an accommodation to the Company
      participate or assist in the preparation of such registration statement,
      prospectus or other SEC filing. The Company shall retain its own legal counsel
      to review, edit, confirm and do all things such counsel deems necessary or
      desirable to such registration statement, prospectus or other SEC filing to
      ensure that it does not contain an untrue statement or alleged untrue statement
      of material fact or omit or alleged to omit a material fact necessary to make
      the statements made therein, in light of the circumstances under which the
      statements were made, not misleading. 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 hereof.

     

    
      
         

      

      
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    (b) In
      connection with a Registration Statement, the Investor agrees to hold harmless
      and defend, to the same extent and in the same manner as is set forth in Section
      6(a), the Company, each of its directors, each of its officers, employees,
      representatives, or agents and each Person, if any, who controls the Company
      within the meaning of the 1933 Act or the 1934 Act (each an “Indemnified
      Party”),
      against any Claim or Indemnified Damages to which any of them may become
      subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim
      or
      Indemnified Damages arise 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
      Investor expressly for use in connection with such Registration Statement;
      and,
      subject to Section 6(d), the Investor will reimburse any legal or other expenses
      reasonably incurred by them in connection with investigating or defending any
      such Claim; provided, however, that the indemnity agreement contained in this
      Section 6(b) and the agreement with respect to contribution contained in Section
      7 shall not apply to amounts paid in settlement of any Claim if such settlement
      is effected without the prior written consent of the Investor, which consent
      shall not be unreasonably withheld; provided, further, however, that the
      Investor shall be liable under this Section 6(b) for only that amount of a
      Claim
      or Indemnified Damages as does not exceed the net proceeds to the Investor
      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 Indemnified Party and shall
      survive the transfer of the Registrable Securities by the Investor pursuant
      to
      Section 9. Notwithstanding anything to the contrary contained herein, the
      indemnification agreement contained in this Section 6(b) with respect to any
      prospectus shall not inure to the benefit of any Indemnified Party if the untrue
      statement or omission of material fact contained in the prospectus was corrected
      and such new prospectus was delivered to the Investor prior to the Investor’s
      use of the prospectus to which the Claim relates.

     

    (c) Promptly
      after receipt by an Indemnified Person or Indemnified Party under this Section
      6
      of notice of the commencement of any action or proceeding (including any
      governmental action or proceeding) involving a Claim, 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; provided, however, that an Indemnified Person or Indemnified Party
      shall have the right to retain its own counsel with the fees and expenses of
      not
      more than one (1) counsel for such Indemnified Person or Indemnified Party
      to be
      paid by the indemnifying party, if, in the reasonable opinion of counsel
      retained by the indemnifying party, the representation by such counsel of the
      Indemnified Person or Indemnified Party and the indemnifying party would be
      inappropriate due to actual or potential differing interests between such
      Indemnified Person or Indemnified Party and any other party represented by
      such
      counsel in such proceeding. The Indemnified Party or Indemnified Person shall
      cooperate fully with the indemnifying party in connection with any negotiation
      or defense of any such action or claim by the indemnifying party and shall
      furnish to the indemnifying party all information reasonably available to the
      Indemnified Party or Indemnified Person which relates to such action or claim.
      The indemnifying party shall keep the Indemnified Party or Indemnified Person
      fully apprised at all times as to the status of the defense or any settlement
      negotiations with respect thereto. No indemnifying party shall be liable for
      any
      settlement of any action, claim or proceeding effected without its prior written
      consent; provided, however, that the indemnifying party shall not unreasonably
      withhold, delay or condition its consent. No indemnifying party shall, without
      the prior written consent of the Indemnified Party or Indemnified Person,
      consent to entry of any judgment or enter into any settlement or other
      compromise which does not include as an unconditional term thereof the giving
      by
      the claimant or plaintiff to such Indemnified Party or Indemnified Person of
      a
      release from all liability in respect to such claim or litigation. Following
      indemnification as provided for hereunder, the indemnifying party shall be
      subrogated to all rights of the Indemnified Party or Indemnified Person with
      respect to all third parties, firms or corporations relating to the matter
      for
      which indemnification has been made. 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.

     

    
      
         

      

      
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    (d) 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 and
      when bills are received or Indemnified Damages are incurred.

     

    (e) The
      indemnity agreements contained herein shall be in addition to (i) any cause
      of action or similar right of the Indemnified Party or Indemnified Person
      against the indemnifying party or others, and (ii) any liabilities the
      indemnifying party may be subject to pursuant to the law.

     

    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: (i) no seller of
      Registrable Securities guilty of fraudulent misrepresentation (within the
      meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
      from
      any seller of Registrable Securities who was not guilty of fraudulent
      misrepresentation; and (ii) 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 THE 1934 ACT.

     

    With
      a
      view to making available to the Investor the benefits of Rule 144 promulgated
      under the 1933 Act or any 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:

     

    
      
         

      

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

     

    (b) file
      with
      the SEC in a timely manner all reports and other documents required of the
      Company under the 1933 Act and the 1934 Act so long as the Company remains
      subject to such requirements and the filing of such reports and other documents
      as are required by the applicable provisions of Rule 144; and

     

    (c) furnish
      to the Investor so long as the 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 1933 Act and the 1934 Act, and
      (ii)
      such other information as may be reasonably requested to permit the Investor
      to
      sell such securities pursuant to Rule 144 without registration.

     

    9. AMENDMENT
      OF REGISTRATION RIGHTS.

     

    Provisions
      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
      Investor.

     

    10. MISCELLANEOUS.

     

    (a) A
      Person
      is deemed to be a holder of Registrable Securities whenever such Person owns
      or
      is deemed to own of record such Registrable Securities. If the Company receives
      conflicting instructions, notices or elections from two (2) or more Persons
      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) Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms of this Agreement must be in writing and will be deemed
      to
      have been delivered: (i) upon receipt, when delivered personally; (ii) upon
      receipt, when sent by facsimile (provided confirmation of transmission is
      mechanically or electronically generated and kept on file by the sending party);
      or (iii) one (1) Business Day after deposit with a nationally recognized
      overnight delivery service, in each case properly addressed to the party to
      receive the same. The addresses and facsimile numbers for such communications
      shall be:

     

    
      	
              If
                to the Company, to:

            	
              Monumental
                Marketing, Inc.

            
	 	
              _________

            
	 	
              _________

            
	 	
              Facsimile:
                ______

            
	 	
              Attn:
                President

            
	 	 
	
              If
                to the Investor, to:

            	 
	 	 
	 	 
	 	 
	 	 


    

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    Written
      confirmation of receipt (A) given by the recipient of such notice, consent,
      waiver or other communication, (B) mechanically or electronically generated
      by
      the sender’s facsimile machine containing the time, date, recipient facsimile
      number and an image of the first page of such transmission or (C) provided
      by a
      courier or overnight courier service shall be rebuttable evidence of personal
      service, receipt by facsimile or receipt from a nationally recognized overnight
      delivery service in accordance with clause (i), (ii) or (iii) above,
      respectively.

     

    (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) The
      Investor shall bear all commissions and other selling expenses incurred in
      connection with the sale of the registered securities covered under this
      Agreement. 

     

    (e) The
      laws
      of the State of New York shall govern all issues concerning the relative rights
      of the Company and the Investors as its stockholders. All other questions
      concerning the construction, validity, enforcement and interpretation of this
      Agreement shall be governed by the internal laws of the State of New York,
      without giving effect to any choice of law or conflict of law provision or
      rule
      (whether of the State of New York or any other jurisdiction) that would cause
      the application of the laws of any jurisdiction other than the State of New
      York. Each party hereby irrevocably submits to the non-exclusive jurisdiction
      of
      the courts of the State of New York, sitting in New York County, New York and
      federal courts for the District of New York sitting New York, New York, for
      the
      adjudication of any dispute hereunder or in connection herewith or with any
      transaction contemplated hereby or discussed herein, and hereby irrevocably
      waives, and agrees not to assert in any suit, action or proceeding, any claim
      that it is not personally subject to the jurisdiction of any such court, that
      such suit, action or proceeding is brought in an inconvenient forum or that
      the
      venue of such suit, action or proceeding is improper. Each party hereby
      irrevocably waives personal service of process and consents to process being
      served in any such suit, action or proceeding by mailing a copy thereof to
      such
      party at the address for such notices to it under this Agreement and agrees
      that
      such service shall constitute good and sufficient service of process and notice
      thereof. Nothing contained herein shall be deemed to limit in any way any right
      to serve process in any manner permitted by law. 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 in that jurisdiction or the validity or
      enforceability of any provision of this Agreement in any other jurisdiction.
      EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT
      TO
      REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
      CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
      CONTEMPLATED HEREBY.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    (f) This
      Agreement, the Debenture and the Warrants constitute the entire agreement among
      the parties hereto with respect to the subject matter hereof and thereof. There
      are no restrictions, promises, warranties or undertakings, other than those
      set
      forth or referred to herein and therein. This Agreement, the Debenture and
      the
      Warrants supersede all prior agreements and understandings among the parties
      hereto with respect to the subject matter hereof and thereof.

     

    (g) This
      Agreement shall inure to the benefit of and be binding upon the permitted
      successors and assigns of each of the parties hereto.

     

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

     

    (i) This
      Agreement may be executed in 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 facsimile transmission of a copy of this Agreement bearing the signature
      of
      the party so delivering this Agreement.

     

    (j) 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. The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent and no rules of strict construction
      will
      be applied against any party.

     

    (k) This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns, and is not for the benefit of, nor may any
      provision hereof be enforced by, any other Person.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

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

     

    
      	 	 	 
	 	
              COMPANY:

            
	 	
              MONUMENTAL
                MARKETING, INC.

            
	 
 	 
 	 
 
	 	By:	 
	 	Name:	
              
 
	 	
              Title:

            	 


    

    
       

      
        	 	 	 
	 	
                
                  INVESTOR:

                

              
	 
 	 
 	 
 
	 	By:	 
	 	Name:	
                
 
	 	
                Title:

              	 


      

       

      
        
           

        

          12