**Exhibit
        10.4**
 
 **REGISTRATION
        RIGHTS AGREEMENT**
 
 **THIS
        REGISTRATION RIGHTS AGREEMENT** (this
“ Agreement ”)
        is
        made as of this 27 th day of
        February, 2007, by and among Frezer, Inc., a Nevada corporation (the
“ Company ”),
        and
        Kevin R. Keating (“ Holder ”).
 
 D.  The
        Company issued, on or about February 27, 2007, a total of 1,700,000 shares
        of
        common stock (“ Shares ”)
        to the
        Holder in payment of certain services provided by the Holder valued at
        $17,000.
 
 E.  As
        partial consideration for the Holder’s acceptance of the Shares for services
        rendered, the Company agreed to grant to the Holder the registration rights
        set
        forth herein.
 
 F.  Unless
        otherwise provided in this Agreement, capitalized terms used herein shall
        have
        the respective meanings set forth in Section 12 hereof.
 
 **NOW,
        THEREFORE,** in
        consideration of the above 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 Holder hereby agree as
        follows:
 
 1)  Demand
        Registration .
 
 (a)  Request
        for Demand Registration .
        If
        beginning on the sixtieth (60 th )
        day
        after the Company completes a business combination with a private company
        in a
        reverse merger or reverse take-over transaction (“ Reverse
        Merger ”),
        a
        registration statement contemplated by Section 2 has not
        been filed, then, subject to the terms of this Agreement, the Holder may
        thereafter request registration under the Securities Act pursuant to Rule
        415 of
        all or any portion of its Registrable Securities on Form S-1 or any similar
        appropriate long-form registration statement, including Form SB-2 (a
“ Long-Form
        Registration ”)
        or, if
        available, on Form S-2 or S-3 or any similar short-form registration statement
        (a “ Short-Form
        Registration ”)
        (either of such registrations, a “ Demand
        Registration ”).
        The
        request for the Demand Registration shall specify the approximate number
        of
        Registrable Securities requested to be registered. The Holder shall be entitled
        to request one (1) Demand Registration. The Demand Registration shall be
        a
        Short-Form Registration whenever the Company is eligible to use any applicable
        short form.
 
 (b)  Restrictions
        on Demand Registrations .
        If, at
        any time, the Holder is given the opportunity to participate in a Piggyback
        Registration pursuant to Section 2, then the rights granted to the Holder
        pursuant to this Section 1 shall terminate, and the Company shall not
        thereafter be required to effect any Demand Registration pursuant to this
        Agreement. The Company may postpone for up to thirty (30) days the filing
        or the
        effectiveness of a registration statement for the Demand Registration if
        the
        Company reasonably determines that such Demand Registration would have a
        material adverse effect on any proposal or plan by the Company or any of
        its
        Subsidiaries to engage in any acquisition of assets (other than in the ordinary
        course of business) or any merger, consolidation, tender offer, reorganization
        or similar transaction; provided ,
        that in
        such event, the Holder shall be entitled to withdraw such request and, if
        such
        request is withdrawn, such Demand Registration shall not count as a Demand
        Registration hereunder and the Company shall pay all Registration Expenses
        in
        connection with such registration. The Company may delay the Demand Registration
        hereunder only once in any twelve-month period.
 
 (c)  Other
        Registration Rights .
        The
        Company may grant additional registration rights, which rights may be senior
        to,
        junior to or on par with the rights granted to the Holder pursuant to this
        Agreement.
 
 2)  Piggyback
        Registrations .
 
 (a)  Right
        to Piggyback .
        Whenever the Company proposes to register any of its securities under the
        Securities Act (other than pursuant to a Demand Registration requested pursuant
        to Section 1 of this Agreement) pursuant to Rule 415 and the form of
        registration statement to be used may be used for the registration of
        Registrable Securities, the Company shall give prompt written notice (in
        any
        event within three (3) business days after its receipt of notice of any exercise
        of demand registration rights other than under this Agreement) to the Holder
        of
        its intention to effect such a registration and shall include in such
        registration all of the Holder’s Registrable Securities with respect to which
        the Company has received written requests for inclusion therein within fifteen
        (15) days after the receipt of the Company’s notice (a “ Piggyback
        Registration ”).
  
  (b)  Piggyback
        Expenses .
        The
        Registration Expenses of the Holder of Registrable Securities shall be paid
        by
        the Company in all Piggyback Registrations.
 
 3)  Registration
        Procedures .
        Whenever any Registrable Securities are to be registered pursuant to this
        Agreement, the Company shall use its best efforts to effect the registration
        and
        sale of such Registrable Securities in accordance with the intended method
        of
        disposition thereof, and pursuant thereto the Company shall have the following
        obligations:
 
 (a)  The
        Company shall prepare and file with the Commission a registration statement
        with
        respect to such Registrable Securities and use its best efforts to cause
        such
        registration statement to become effective.
 
 (b)  The
        Company shall keep each registration statement effective pursuant to Rule
        415 at
        all times until the earlier of (i) the date as of which all of the Registrable
        Securities may be sold without restriction pursuant to Rule 144(k) (or any
        successor thereto) promulgated under the Securities Act and the sale under
        Rule
        144(k) is not otherwise prohibited by the Commission or any statute, rule,
        regulation or other applicable law, or (ii) the date on which the Holder
        shall
        have sold all of the Registrable Securities (“ Registration
        Period ”).
 
 (c)  The
        Company shall prepare and file with the Commission 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 Securities Act,
        as may
        be necessary to keep such registration statement effective at all times during
        the Registration Period, and, during such period, comply with the provisions
        of
        the Securities Act with respect to the disposition of all 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
        by reason of the Company filing a report on Form 10-QSB, Form 10-KSB or any
        analogous report under the Securities Exchange Act, the Company shall have
        incorporated such report by reference into such registration statement, if
        applicable, or shall file such amendments or supplements with the Commission
        on
        the same day on which the Securities Exchange Act report is filed which created
        the requirement for the Company to amend or supplement such registration
        statement.
 
 (d)  The
        Company shall furnish to each seller of Registrable Securities in any
        registration statement, without charge, (i) promptly after the same is prepared
        and filed with the Commission at least one copy of such registration statement
        and any amendment(s) thereto, including financial statements and schedules,
        all
        documents incorporated therein by reference, if requested by such seller,
        all
        exhibits and each preliminary prospectus, (ii) upon the effectiveness of
        any
        registration statement, ten (10) copies of the prospectus included in such
        registration statement and all amendments and supplements thereto (or such
        other
        number of copies as such seller may reasonably request) and (iii) such other
        documents, including copies of any preliminary or final prospectus, as such
        seller may reasonably request from time to time in order to facilitate the
        disposition of the Registrable Securities owned by such seller.
 
 (e)  The
        Company shall use its best efforts to (i) register and qualify, unless an
        exemption from registration and qualification applies, the resale by any
        seller
        of the Registrable Securities covered by a registration statement under such
        other securities or "blue sky" laws of all applicable jurisdictions in the
        United States, (ii) prepare and file in those jurisdictions, such amendments
        (including post-effective amendments) and supplements to such registrations
        and
        qualifications as may be necessary to maintain the effectiveness thereof
        during
        the Registration Period, (iii) take such other actions as may be necessary
        to
        maintain such registrations and qualifications in effect at all times during
        the
        Registration Period, and (iv) take all other actions reasonably necessary
        or
        advisable to qualify the 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 (x) qualify to do business in any
        jurisdiction where it would not otherwise be required to qualify but for
        this
        Section 3(e), (y) subject itself to general taxation in any such jurisdiction,
        or (z) file a general consent to service of process in any such jurisdiction.
  
  (f)  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 Registrable Securities for sale in any
        jurisdiction and, if such an order or suspension is issued, to obtain the
        withdrawal of such order or suspension at the earliest possible moment and
        to
        notify the Holder of any 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.
 
 (g)  The
        Company shall notify the Holder in writing of the happening of any event,
        as
        promptly as practicable after becoming aware of such event, as a result of
        which
        the prospectus included in 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
        the light of the circumstances under which they were made, not misleading
        (provided that in no event shall such notice contain any material, nonpublic
        information), and, subject to Section 3(s), promptly prepare a supplement
        or
        amendment to such registration statement to correct such untrue statement
        or
        omission, and deliver ten (10) copies of such supplement or amendment to
        the
        Holder (or such other number of copies as the Holder may reasonably request).
 
 (h)  The
        Company shall promptly notify the Holder 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 Holder by
        facsimile on the same day of such effectiveness and by overnight mail), (ii)
        of
        any request by the Commission 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.
 
 (i)  If
        the
        Holder is required under applicable securities laws to be described in a
        registration statement as an underwriter, at the reasonable request of such
        Holder, the Company shall furnish to such Holder, on the date of the
        effectiveness of such registration statement and thereafter from time to
        time on
        such dates as the Holder may reasonably request (i) a letter, dated such
        date,
        from the Company's independent certified public accountants in form and
        substance as is customarily given by independent certified public accountants
        to
        underwriters in an underwritten public offering, addressed to the Holder,
        and
        (ii) an opinion, dated as of such date, of counsel representing the Company
        for
        purposes of such registration statement, in form, scope and substance as
        is
        customarily given in an underwritten public offering, addressed to the
        Holder.
  (j)  If
        the
        Holder is required under applicable securities laws to be described in a
        registration statement as an underwriter, then at the request of such Holder
        in
        connection with such Holder's due diligence requirements, the Company shall
        make
        available for inspection by (i) the Holder, (ii) the Holder’s legal counsel, and
        (iii) one firm of accountants or other agents retained by the Holder
        (collectively, the " Inspectors "),
        all
        pertinent financial and other records, and pertinent corporate documents
        and
        properties of the Company (collectively, the " Records "),
        as
        shall be reasonably deemed necessary by each Inspector, and cause the Company's
        officers, directors and employees to supply all information which any Inspector
        may reasonably request; provided, however, that each Inspector shall agree
        to
        hold in strict confidence and shall not make any disclosure (except to the
        Holder) or use 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, unless (a) the disclosure of such Records is necessary to avoid
        or
        correct a misstatement or omission in any registration statement or is otherwise
        required under the Securities Act, (b) the release of such Records is ordered
        pursuant to a final, non-appealable subpoena or order from a court or government
        body of competent jurisdiction, 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 of which the Inspector has knowledge. Each Holder
        agrees that it shall, upon learning that disclosure of such Records is sought
        in
        or by a court or governmental body of competent jurisdiction or through other
        means, give prompt notice to the Company and allow the Company, at its expense,
        to undertake appropriate action to prevent disclosure of, or to obtain a
        protective order for, the Records deemed confidential. Nothing herein (or
        in any
        other confidentiality agreement between the Company and the Holder) shall
        be
        deemed to limit the Holder's ability to sell Registrable Securities in a
        manner
        which is otherwise consistent with applicable laws and regulations.
  
  (k) The
        Company shall hold in confidence and not make any disclosure of information
        concerning the Holder 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 Holder is sought in or by a court or
        governmental body of competent jurisdiction or through other means, give
        prompt
        written notice to the Holder and allow the Holder, at the Holder’s expense, to
        undertake appropriate action to prevent disclosure of, or to obtain a protective
        order for, such information.
 
 (l) The
        Company shall use its best efforts either to (i) cause all of the Registrable
        Securities covered by a registration statement 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) secure designation and
        quotation of all of the Registrable Securities covered by a registration
        statement on The NASDAQ Global Market, The NASDAQ Capital Market or the American
        Stock Exchange, or (iii) if, despite the Company's best efforts to satisfy,
        the
        preceding clauses (i) and (ii) the Company is unsuccessful in satisfying
        the
        preceding clauses (i) and (ii), to secure the inclusion for quotation on
        the
        Over-the-Counter Bulletin Board for such Registrable Securities and, without
        limiting the generality of the foregoing, to use its best efforts to arrange
        for
        at least two market makers to register with the National Association of
        Securities Dealers, Inc. (" NASD ")
        as
        such with respect to such Registrable Securities. The Company shall pay all
        fees
        and expenses in connection with satisfying its obligation under this Section
        3(l).
 
 (m) The
        Company shall cooperate with the Holder who hold Registrable Securities being
        offered and, to the extent applicable, 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 Holder may reasonably request and registered in such names as
        the
        Holder may request.
 
 (n) If
        requested by the Holder, the Company shall (i) as soon as practicable
        incorporate in a prospectus supplement or post-effective amendment such
        information as the Holder reasonably requests to be included therein relating
        to
        the sale and distribution of Registrable Securities, including, without
        limitation, information with respect to the number of Registrable Securities
        being offered or sold, the purchase price being paid therefor and any other
        terms of the offering of the Registrable Securities to be sold in such offering;
        (ii) as soon as practicable make all required filings of such prospectus
        supplement or post-effective amendment after being notified of the matters
        to be
        incorporated in such prospectus supplement or post-effective amendment; and
        (iii) as soon as practicable, supplement or make amendments to any registration
        statement if reasonably requested by the Holder holding any Registrable
        Securities.
 
 (o) The
        Company shall use its best efforts to cause the Registrable Securities covered
        by a 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.
 
 (p) The
        Company shall make generally available to its security holders as soon as
        practical, but not later than ninety (90) days after the close of the period
        covered thereby, an earnings statement (in form complying with, and in the
        manner provided by, the provisions of Rule 158 under the Securities Act)
        covering a twelve-month period beginning not later than the first day of
        the
        Company's fiscal quarter next following the effective date of a registration
        statement.
 
 (q) The
        Company shall otherwise use its best efforts to comply with all applicable
        rules
        and regulations of the Commission in connection with any registration
        hereunder.
  
  (r) Within
        two (2) business days after a registration statement which covers Registrable
        Securities is ordered effective by the Commission, 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 Holder whose Registrable
        Securities are included in such registration statement) confirmation that
        such
        registration statement has been declared effective by the Commission in the
        form
        attached hereto as Exhibit
        A and the
        Irrevocable Transfer Agent Instructions in the form attached hereto as Exhibit
        B .
 
 (s) Notwithstanding
        anything to the contrary herein, at any time after the effective date of
        a
        registration statement, the Company may delay the disclosure of material,
        non-public information concerning the Company the disclosure of which at
        the
        time is not, in the good faith opinion of the Board of Directors of the Company
        and its counsel, in the best interest of the Company and, in the opinion
        of
        counsel to the Company, otherwise required (a " Grace
        Period ");
        provided, that the Company shall promptly (i) notify the Holder in writing
        of
        the existence of material, non-public information giving rise to a Grace
        Period
        (provided that in each notice the Company will not disclose the content of
        such
        material, non-public information to the Holder) and the date on which the
        Grace
        Period will begin, and (ii) notify the Holder in writing of the date on which
        the Grace Period ends; and, provided further, that no Grace Period shall
        exceed
        five (5) consecutive days and during any three hundred sixty five (365) day
        period such Grace Periods shall not exceed an aggregate of twenty (20) days
        and
        the first day of any Grace Period must be at least five (5) trading days
        after
        the last day of any prior Grace Period (each, an " Allowable
        Grace Period ").
        For
        purposes of determining the length of a Grace Period above, the Grace Period
        shall begin on and include the date the Holder receives the notice referred
        to
        in clause (i) and shall end on and include the later of the date the Holder
        receives the notice referred to in clause (ii) and the date referred to in
        such
        notice. The provisions of Section 3(f) hereof shall not be applicable during
        the
        period of any Allowable Grace Period. Upon expiration of the Grace Period,
        the
        Company shall again be bound by Section 3(g) with respect to the information
        giving rise thereto unless such material, non-public information is no longer
        applicable. Notwithstanding anything to the contrary, the Company shall cause
        its transfer agent to deliver unlegended shares of Common Stock to a transferee
        of the Holder in connection with any sale of Registrable Securities with
        respect
        to which the Holder has entered into a contract for sale, and delivered a
        copy
        of the prospectus included as part of the applicable registration statement
        (unless an exemption from such prospectus delivery requirements exists),
        prior
        to the Holder’s receipt of the notice of a Grace Period and for which the Holder
        has not yet settled.
 
 4)  Obligations
        of the Holders .
 
 (a)  At
        least
        five (5) business days prior to the first anticipated filing date of a
        registration statement, the Company shall notify the Holder in writing of
        the
        information the Company requires from the Holder if the Holder elects to
        have
        any of such Holder's Registrable Securities included in such registration
        statement. It shall be a condition precedent to the obligations of the Company
        to complete the registration pursuant to this Agreement with respect to the
        Registrable Securities of the Holder that the Holder shall furnish to the
        Company such information regarding itself, the Registrable Securities held
        by it
        and the intended method of disposition of the Registrable Securities held
        by it
        as shall be reasonably required to effect the effectiveness of the registration
        of such Registrable Securities and shall execute such documents in connection
        with such registration as the Company may reasonably request.
 
 (b)  The
        Holder, by the Holder’s acceptance of the Registrable Securities, agrees to
        cooperate with the Company as reasonably requested by the Company in connection
        with the preparation and filing of any registration statement hereunder,
        unless
        the Holder has notified the Company in writing of the Holder's election to
        exclude all of the Holder’s Registrable Securities from such registration
        statement.
 
 (c)  The
        Holder agrees that, upon receipt of any notice from the Company of the happening
        of any event of the kind described in Sections 3(f) or 3(g), the Holder will
        immediately discontinue disposition of Registrable Securities pursuant to
        any
        registration statement(s) covering such Registrable Securities until the
        Holder’s receipt of the copies of the supplemented or amended prospectus
        contemplated by Sections 3(f) or 3(g) 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 shares of Common Stock
        to a
        transferee of the Holder in connection with any sale of Registrable Securities
        with respect to which the Holder has entered into a contract for sale prior
        to
        the Holder’s receipt of a notice from the Company of the happening of any event
        of the kind described in Sections 3(f) or 3(g) and for which the Holder has
        not
        yet settled.
 
 
  (d)  The
        Holder covenants and agrees that it will comply with the prospectus delivery
        requirements of the Securities Act as applicable to it or an exemption therefrom
        in connection with sales of Registrable Securities pursuant to a registration statement.
 
 5)  Registration
        Expenses .
        All
        expenses incident to the Company’s performance of or compliance with this
        Agreement, including without limitation all registration and filing fees,
        fees
        and expenses of compliance with securities or blue sky laws, printing expenses,
        messenger and delivery expenses, fees and disbursements of custodians, and
        fees
        and disbursements of counsel for the Company and all independent certified
        public accountants, underwriters (excluding discounts, commissions and placement
        agent fees) and other Persons retained by the Company (all such expenses
        being
        herein called “ Registration
        Expenses ”),
        shall
        be borne by the Company. Further, the Company shall pay its internal expenses
        (including, without limitation, all salaries and expenses of its officers
        and
        employees performing legal or accounting duties), the expense of any annual
        audit or quarterly review, the expense of any liability insurance and the
        expenses and fees for listing the securities to be registered on each securities
        exchange on which similar securities issued by the Company are then
        listed.
 
 6)  Indemnification .
 
 In
        the
        event any Registrable Securities are included in a Registration Statement
        under
        this Agreement:
  (a) To
        the
        fullest extent permitted by law, the Company will, and hereby does, indemnify,
        hold harmless and defend the Holder, the directors, officers, members, partners,
        employees, agents, representatives of, and each Person, if any, who controls
        the
        Holder within the meaning of the Securities Act or the Securities Exchange
        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 Commission, 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
        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
        Commission) or the omission or alleged omission to state therein any material
        fact necessary to make the statements made therein, in the light of the
        circumstances under which the statements therein were made, not misleading,
        (iii) any violation or alleged violation by the Company of the Securities
        Act or
        the Securities 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 pursuant to a registration statement
        or
        (iv) any violation of this Agreement (the matters in the foregoing clauses
        (i)
        through (iv) being, collectively, " Violations ").
        Subject to Section 6(c), the Company shall reimburse the Indemnified Persons,
        promptly as such expenses are incurred and are due and payable, for any legal
        fees or other reasonable expenses incurred by them in connection with
        investigating or defending any such Claim. Notwithstanding anything to the
        contrary contained herein, the indemnification agreement contained in this
        Section 6(a): (i) 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
        for such Indemnified Person expressly for use in connection with the preparation
        of the registration statement or any such amendment thereof or supplement
        thereto, if such prospectus was timely made available by the Company pursuant
        to
        Section 3(d) and (ii) shall not be available to the extent such Claim is
        based
        on a failure of the Holder to deliver or to cause to be delivered the prospectus
        made available by the Company, including a corrected prospectus, if such
        prospectus or corrected prospectus was timely made available by the Company
        pursuant to Section 3(d); and (iv) 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 or delayed.
        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 Holder pursuant to Section 10.
  
  (b) In
        connection with any registration statement in which the Holder is participating,
        the Holder agrees to indemnify, 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 who signs the registration statement and
        each
        Person, if any, who controls the Company within the meaning of the Securities
        Act or the Securities Exchange Act (each, an " Indemnified
        Party "),
        against any Claim or Indemnified Damages to which any of them may become
        subject, under the Securities Act or the Securities Exchange Act or otherwise,
        insofar as such Claim or Indemnified Damages arise out of or are 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 the Holder expressly for use in connection with
        such
        registration statement; and, subject to Section 6(c), the Holder will reimburse
        any legal or other expenses reasonably incurred by an Indemnified Party 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 Holder, which consent shall not be unreasonably withheld
        or delayed; provided, further, however, that the Holder 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 Holder 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 Holder pursuant to Section 10.
 
 (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 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
        reasonably 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, and such
        settlement shall not include any admission as to fault on the part of the
        Indemnified Party. 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.
  
  (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 Person involved
        in the sale of Registrable Securities which Person is guilty of fraudulent
        misrepresentation (within the meaning of Section 11(f) of the Securities
        Act) in
        connection with such sale shall be entitled to contribution from any Person
        involved in such sale 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 pursuant to such registration
        statement
 
 8)  Participation
        in Underwritten Registrations .
        No
        Person may participate in any registration hereunder which is underwritten
        or
        sold through a placement agent unless such Person (i) agrees to sell such
        Person’s securities on the basis provided in any underwriting or placement
        agency arrangements approved by the Company and (ii) completes and executes
        all
        questionnaires, powers of attorney, indemnities, underwriting or placement
        agency agreements and other documents required under the terms of such
        underwriting or placement agency arrangements.
 
 9)  Reports
        under Securities Exchange Act .
        With a
        view to making available to the Holder the benefits of Rule 144 promulgated
        under the Securities Act or any other similar rule or regulation of the
        Commission that may at any time permit the Holder to sell securities of the
        Company to the public without registration (" Rule
        144 "),
        the
        Company agrees to:
 
 (a)  make
        and
        keep public information available, as those terms are understood and defined
        in
        Rule 144;
 
 (b)  file
        with
        the Commission in a timely manner all reports and other documents required
        of
        the Company under the Securities Act and the Securities Exchange Act so long
        as
        the Company remains subject to such requirements and the filing of such reports
        and other documents is required for the applicable provisions of Rule 144;
        and
 
 (c)  furnish
        to the Holder so long as the Holder owns Registrable Securities, promptly
        upon
        request, (i) a written statement by the Company, if true, that it has complied
        with the reporting requirements of Rule 144, the Securities Act and the
        Securities Exchange Act, (ii) a copy of the most recent annual or quarterly
        report of the Company and such other reports and documents so filed by the
        Company, and (iii) such other information as may be reasonably requested
        to
        permit the Holder to sell such securities pursuant to Rule 144 without
        registration.
  
  10)  Assignment
        of Registration Rights .
        The
        rights under this Agreement shall be automatically assignable by the Holder
        to
        any transferee of all or any portion of the Holder’s Registrable Securities if:
        (i) the Holder agrees in writing with the transferee or assignee to assign
        such
        rights, and a copy of such agreement is furnished to the Company within a
        reasonable time after such assignment; (ii) the Company is, within a reasonable
        time after such transfer or assignment, furnished with written notice of
        (a) the
        name and address of such transferee or assignee, and (b) the securities with
        respect to which such registration rights are being transferred or assigned;
        (iii) immediately following such transfer or assignment the further disposition
        of such securities by the transferee or assignee is restricted under the
        Securities Act and applicable state securities laws; and (iv) at or before
        the
        time the Company receives the written notice contemplated by clause (ii)
        of this
        sentence the transferee or assignee agrees in writing with the Company to
        be
        bound by all of the provisions contained herein.
 
 11)  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 the Holder.
 
 12)  Definitions .
 
 (a)  “ Commission ”
means
        the Securities and Exchange Commission.
 
 (b)  “ Common
        Stock ”
means
        the common stock, $0.001 par value per share, of the Company.
 
 (c)  Person ”
means
        an individual, a partnership, a limited liability company, a corporation,
        an
        association, a joint stock company, a trust, a joint venture, an unincorporated
        organization and a governmental entity or any department, agency or political
        subdivision thereof.
 
 (d)  “ Registrable
        Securities ”
means
        (i) the Shares issued to the Holder and held by the Holder or its assignees,
        (ii) any shares of Common Stock issued to the Holder (whether issued before
        or
        after the date hereof) and held by the Holder or its assignees, (iii) any
        Common
        Stock issuable upon conversion of any securities convertible into shares
        of
        Common Stock or upon exercise of any warrants, options or similar instruments
        (whether such convertible securities, warrants, options or similar instruments
        are issued before or after the date hereof), and (iv) any other shares of
        Common
        Stock or any other securities issued or issuable with respect to the securities
        referred to in clause (i), (ii) or (iii) by way of a stock dividend or stock
        split or in connection with an exchange or combination of shares,
        recapitalization, merger, consolidation or other reorganization.
 
 (e)  " Rule
        415 "
        means
        Rule 415 under the Securities Act or any successor rule providing for offering
        securities on a continuous or delayed basis.
 
 (f)  “ Securities
        Act ”
means
        the Securities Act of 1933, as amended from time to time.
 
 (g) “ Securities
                  Exchange Act ”
means
                  the Securities Exchange Act of 1934, as amended from time to
                  time.
 
 13.  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 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 such record 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 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:
  Frezer,
        Inc.
 936A
        Beachland Boulevard, Suite 13
 Vero
        Beach, Florida 32963
 Telephone:
        (772) 231-7544
 Facsimile:
        (772) 231-5947
 Attention:
        Kevin Keating, Director
 
 and
 
 If
        to the
        Holder:
 
 Kevin
        R.
        Keating
 936A
        Beachland Boulevard, Suite 13
 Vero
        Beach, Florida 32963
 Telephone:
        (772) 231-7544
 Facsimile:
        (772) 231-5947
  or
        to
        such other address and/or facsimile number and/or to the attention of such
        other
        Person as the recipient party has specified by written notice given to each
        other party five (5) days prior to the effectiveness of such change. 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)  All
        questions concerning the construction, validity, enforcement and interpretation
        of this Agreement shall be governed by the internal laws of the State of
        Nevada,
        without giving effect to any choice of law or conflict of law provision or
        rule
        (whether of the State of Nevada or any other jurisdictions) that would cause
        the
        application of the laws of any jurisdictions other than the State of Nevada.
        Each party hereby irrevocably submits to the exclusive jurisdiction of the
        state
        and federal courts sitting in the State of Nevada, 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.**
  
  (e)  This
        Agreement and the instruments referenced herein and therein 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 and the instruments referenced herein and therein supersede all
        prior
        agreements and understandings among the parties hereto with respect to the
        subject matter hereof and thereof.
 
 (f)  Subject
        to the requirements of Section 10, this Agreement shall inure to the benefit
        of
        and be binding upon the permitted successors and assigns of each of the parties
        hereto.
 
 (g)  The
        headings in this Agreement are for convenience of reference only and shall
        not
        limit or otherwise affect the meaning hereof.
 
 (h)  This
        Agreement may be executed in identical 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. This Agreement may also
        be
        executed by electronic signature of such Person.
 
 (i)  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 any 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.
 
 (j)  All
        consents and other determinations required to be made by the Holder pursuant
        to
        this Agreement shall be made, unless otherwise specified in this Agreement,
        by
        the Holder.
 
 (k)  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.
 
 (l)  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.
 
 (m)  The
        obligations of the Holder hereunder are several and not joint with the
        obligations of any other Holder, and no provision of this Agreement is intended
        to confer any obligations on a Holder vis-à-vis any other Holder. Nothing
        contained herein, and no action taken by any Holder pursuant hereto, shall
        be
        deemed to constitute the Holder as a partnership, an association, a joint
        venture or any other kind of entity, or create a presumption that the Holder
        are
        in any way acting in concert or as a group with respect to such obligations
        or
        the transactions contemplated herein.
 
 (n)  Currency .
        As used
        herein, "Dollar", "US Dollar" and "$" each mean the lawful money of the United
        States.
  *
        * * * *
        *
  
  IN
        WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
        as
        of the date first written above.
 HOLDER:Kevin
                  R. KeatingKevin
                  R. Keating, Individually
 COMPANY:FREZER,
                  INC.By:
              Kevin
                  R. KeatingKevin
                  R. Keating, President and CEO




EXHIBIT
      A


FORM
      OF NOTICE OF EFFECTIVENESS


OF
      REGISTRATION STATEMENT




[Transfer
      Agent]


[Address]


Attention:





Re:  FREZER,
      INC.





Ladies
      and Gentlemen:





[We
      are][I am] counsel to FREZER, INC., a Nevada corporation (the "Company"), and
      have represented the Company in connection with that certain Registration Rights
      Agreement with Kevin R. Keating (the “Holder”) (the "Registration Rights
      Agreement") pursuant to which the Company agreed, among other things, to
      register the Registrable Securities (as defined in the Registration Rights
      Agreement), under the Securities Act of 1933, as amended (the "1933 Act").
      In
      connection with the Company's obligations under the Registration Rights
      Agreement, on ____________ ___, 200_, the Company filed a Registration Statement
      on Form SB-2 (File No. 333-_____________) (the "Registration Statement") with
      the Securities and Exchange Commission (the "SEC") relating to the Registrable
      Securities which names the Holder as a selling stockholder
      thereunder.





In
      connection with the foregoing, [we][I] advise you that a member of the SEC's
      staff has advised [us][me] by telephone that the SEC has entered an order
      declaring the Registration Statement effective under the 1933 Act at [ENTER
      TIME
      OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no
      knowledge, after telephonic inquiry of a member of the SEC's staff, that any
      stop order suspending its effectiveness has been issued or that any proceedings
      for that purpose are pending before, or threatened by, the SEC and the
      Registrable Securities are available for resale under the 1933 Act pursuant
      to
      the Registration Statement.





This
      letter shall serve as our standing instruction to you that the shares of Common
      Stock are freely transferable by the Holder pursuant to the Registration
      Statement. You need not require further letters from us to effect any future
      legend-free issuance or reissuance of shares of Common Stock to the Holders
      as
      contemplated by the Company's Irrevocable Transfer Agent Instructions dated
      ___________, 200_.





Very
      truly yours,










EXHIBIT
      B





IRREVOCABLE
      TRANSFER AGENT INSTRUCTIONS





_______________,
      2007




[Addressed
      to Transfer Agent]


_______________________


_______________________




Attention:  [________________________]





Ladies
      and Gentlemen:





Reference
      is made to that certain Registration Rights Agreement, dated as of
      _________________, 2007 (the "Agreement"), by and among Frezer, Inc., a Nevada
      corporation (the "Company"), and Kevin R. Keating (the "Holder"), pursuant
      to
      which the Company is obligated to register the Holders shares (the "Common
      Shares") of Common Stock of the Company, par value $0.001 per share (the "Common
      Stock").





This
      letter shall serve as our irrevocable authorization and direction to you
      (provided that you are the transfer agent of the Company at such time) to issue
      shares of Common Stock upon transfer or resale of the Common Shares.




You
      acknowledge and agree that so long as you have previously received (a) written
      confirmation from the Company's legal
      counsel that either (i) a registration statement covering resales of the Common
      Shares has been declared effective by the Securities and Exchange Commission
      (the " SEC")
      under the Securities Act of 1933, as amended (the "1933 Act"), or (ii) sales
      of
      the Common Shares may be made in conformity with Rule 144 under the 1933 Act (“Rule
      144”), (b) if
      applicable, a copy of such registration statement , and
      (c)
      notice from legal counsel to the Company or any Holder that a transfer of Common
      Shares has been effected either pursuant to the registration statement (and
      a
      prospectus delivered to the transferee) or pursuant to Rule 144, then as
      promptly as practicable, you shall issue the certificates representing the
      Common Shares registered
      in the names of such transferees ,
      and
      such certificates shall not bear any legend restricting transfer of the Common
      Shares thereby and should not be subject to any stop-transfer
      restriction;  provided,
      however, that if such Common Shares and are not registered for resale under
      the
      1933 Act or able to be sold under Rule 144, then the certificates for such
      Common Shares shall bear the following legend:





THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
      SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN
      THE
      ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
      THE
      SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY
      ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS
      SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE
      FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
      ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
      SECURITIES.





A
      form of
      written confirmation from the Company's outside legal counsel that a
      registration statement covering resales of the Common Shares has been declared
      effective by the SEC under the 1933 Act is attached hereto.




[The
      remainder of the page is intentionally left blank]









Please
      execute this letter in the space indicated to acknowledge your agreement to
      act
      in accordance with these instructions. Should you have any questions concerning
      this matter, please contact me at ____________.


Very
                truly yours,FREZER,
              INC.By:Name:Title:




THE
      FOREGOING INSTRUCTIONS ARE


ACKNOWLEDGED
      AND AGREED TO


this
      ___
      day of ________________, 2007


[TRANSFER
      AGENT]


By:Name:
              
              Title:EnclosuresCopy:
                Holder