Exhibit 10.3

                     INVESTOR REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (this  "AGREEMENT"),  dated as of August
10, 2005, by and among CITY NETWORK, INC., a Nevada corporation (the "COMPANY"),
and the  undersigned  investors  listed on Schedule I attached  hereto (each, an
"INVESTOR" and collectively, the "INVESTORS").

     WHEREAS:

     A. In connection  with the Securities  Purchase  Agreement by and among the
parties hereto of even date herewith (the "SECURITIES PURCHASE AGREEMENT"),  the
Company  has  agreed,  upon the  terms  and  subject  to the  conditions  of the
Securities  Purchase  Agreement,  to  issue  and sell to the  Investors  secured
convertible debentures (the "CONVERTIBLE DEBENTURES") which shall be convertible
into that number of shares of the Company's  common stock,  par value $0.001 per
share (the "COMMON  STOCK"),  pursuant to the terms of the  Securities  Purchase
Agreement for an aggregate  purchase price of Two Hundred Fifty Thousand Dollars
($250,000). Capitalized terms not defined herein shall have the meaning ascribed
to them in the Securities Purchase Agreement.

     B. To induce the Investors to execute and deliver the  Securities  Purchase
Agreement,  the Company has agreed to provide certain  registration rights under
the  Securities  Act of 1933, as amended,  and the rules and  regulations  there
under, or any similar successor statute  (collectively,  the "SECURITIES  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  Investors
hereby agree as follows:

     1. DEFINITIONS.

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

     (a)  "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.

     (b) "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 Securities Act and pursuant to Rule 415 under the
Securities  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 Commission (the "SEC").

     (c) "REGISTRABLE  SECURITIES"  means the shares of Common Stock issuable to
the Investors  upon  conversion of the  Convertible  Debentures  pursuant to the
Securities  Purchase  Agreement,  the Warrant Shares, as this term is defined in
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the Securities  Purchase  Agreement,  and the Investor's Shares, as that term is
defined in the Standby Equity Distribution  Agreement of even date herewith (the
"SEDA") between Cornell Capital Partners, LP and the Company.

     (d)  "REGISTRATION  STATEMENT"  means a  registration  statement  under the
Securities Act which covers the Registrable Securities.

     2. REGISTRATION.

     (a)  Subject to the terms and  conditions  of this  Agreement,  the Company
shall prepare and file, no later than thirty five (35) days from the date hereof
(the "SCHEDULED FILING DEADLINE"), with the SEC a registration statement on Form
S-1 or SB-2  (or,  if the  Company  is then  eligible,  on Form  S-3)  under the
Securities  Act (the  "INITIAL  REGISTRATION  STATEMENT")  for the resale by the
Investors of the Registrable Securities,  which includes at least 946,970 shares
of Common Stock to be issued upon conversion of the  Convertible  Debentures and
25,000 Warrant  Shares.  The Company shall cause the  Registration  Statement to
remain  effective until all of the Registrable  Securities have been sold. Prior
to the filing of the  Registration  Statement  with the SEC,  the Company  shall
furnish a copy of the Initial Registration  Statement to the Investors for their
review  and  comment.  The  Investors  shall  furnish  comments  on the  Initial
Registration  Statement  to the  Company  within  twenty-four  (24) hours of the
receipt thereof from the Company.  It shall be an event of default  hereunder if
the Company  does not use  commercially  reasonable  efforts to file the Initial
Registration Statement with the SEC within sixty (60) days from the date hereof.

     (b) EFFECTIVENESS OF THE INITIAL REGISTRATION STATEMENT.  The Company shall
use  commercially  reasonable  efforts  (i) to  have  the  Initial  Registration
Statement declared effective by the SEC no later than ninety (90) days after the
filing thereof (the "SCHEDULED  EFFECTIVE DEADLINE") and (ii) to insure that the
Initial 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.  It shall  be an  event  of  default
hereunder if the Company does not use  commercially  reasonable  efforts to have
the Initial  Registration  Statement  declared  effective  by the SEC within one
hundred twenty (120) days after filing thereof.

     (c) FAILURE TO FILE OR OBTAIN EFFECTIVENESS OF THE REGISTRATION  STATEMENT.
In the event the  Registration  Statement is not filed by the  Scheduled  Filing
Deadline  or is not  declared  effective  by the SEC on or before the  Scheduled
Effective  Date,  or if after  the  Registration  Statement  has  been  declared
effective  by the  SEC,  sales  cannot  be  made  pursuant  to the  Registration
Statement  (whether  because  of a failure  to keep the  Registration  Statement
effective,  failure to disclose such information as is necessary for sales to be
made  pursuant to the  Registration  Statement,  failure to register  sufficient
shares of Common Stock or otherwise)  then as partial  relief for the damages to
any holder of Registrable Securities by reason of any such delay in or reduction
of its ability to sell the underlying shares of Common Stock (which remedy shall
not be  exclusive of any other  remedies at law or in equity),  the Company will
pay as  liquidated  damages (the  "LIQUIDATED  DAMAGES")  to the holder,  at the
holder's option, either a cash amount or shares of the Company's Common Stock in
an amount equal to two percent (2%) of the liquidated  value of the  Convertible
Debentures  held by such  holder  for each  thirty  (30) day  period  after  the

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Scheduled Filing Deadline,  the Scheduled Effective Date, or the first date that
sales cannot be made pursuant to the Registration Statement, as the case may be,
which shall be paid within three (3) business days after the  expiration of each
thirty (30) day period;  PROVIDED that no Liquidated Damages shall be payable in
the form of Common Stock to the extent that the Total Transaction  Shares issued
shall be equal to or greater than 5,500,000 shares,  until the holders of Common
Stock approve the issuance of the Total Transaction  Shares.  "Total Transaction
Shares"  shall mean,  in the  aggregate,  the shares of Common  Stock  issued as
Liquidated  Damages,  upon conversion of the Convertible  Debentures pursuant to
the Securities Purchase Agreement,  as Pledged Shares pursuant to and as defined
in the Pledge and Escrow Agreement of even date herewith between the Company and
Highgate  House Funds,  Ltd., as Warrant  Shares (as this term is defined in the
Securities  Purchase  Agreement),  as Initial Investor's Shares (as that term is
defined in the SEDA),  and to Monitor  Capital,  Inc.  pursuant to the Placement
Agent  Agreement  dated as of the date  hereof  between  the Company and Monitor
Capital, Inc.

     (d) LIQUIDATED DAMAGES. The Company and the Investor hereto acknowledge and
agree  that the sums  payable  under  subsection  2(c)  above  shall  constitute
liquidated  damages and not penalties and are in addition to all other rights of
the  Investor,  including  the  right to call a  default.  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  or all
Registrable  Securities  are  eligible  for sale  pursuant  to Rule  144(k) (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.   Each  holder  of
Registrable  Securities  shall promptly and accurately  respond to the Company's
request at reasonable  intervals regarding the amount of Registrable  Securities
held by such holder.

     (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  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

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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 "EXCHANGE 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
Exchange Act report is filed which  created the  requirement  for the Company to
amend or supplement the Registration Statement.

     (c) The Company shall furnish to each Investor whose Registrable Securities
are included in any Registration Statement, without charge, (i) at least one (1)
copy of such  Registration  Statement  as declared  effective by the SEC and any
amendment(s)  thereto,   including  financial  statements  and  schedules,   all
documents  incorporated therein by reference,  all exhibits and each preliminary
prospectus,  (ii) ten (10)  copies  of the  final  prospectus  included  in such
Registration Statement and all amendments and supplements thereto (or such other
number of copies as such Investor may  reasonably  request) and (iii) such other
documents as such Investor may reasonably  request from time to time in order to
facilitate the disposition of the Registrable Securities owned by such Investor.

     (d) The Company shall use commercially  reasonable  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 any  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 articles 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(d),  (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  each
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.

     (e) As  promptly  as  practicable  after  becoming  aware of such  event or
development,  the Company shall notify each 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

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material, nonpublic information), and 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 each  Investor.  The
Company  shall  also  promptly  notify  each  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 each
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.

     (f) The Company shall use  commercially  reasonable  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.

     (g) At the reasonable request of any Investor, the Company shall furnish to
such Investor,  on the date of the  effectiveness of the Registration  Statement
and  thereafter  from time to time on such dates as an Investor  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,
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
Investors.

     (h) The Company shall make available for inspection by (i) any Investor and
(ii) one (1) firm of  accountants  or other  agents  retained  by the  Investors
(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, and each Investor hereby agrees,  to hold in strict  confidence and
shall not make any disclosure (except to an Investor) or use 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 and the Investor has knowledge. Each Investor 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

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appropriate  action to prevent  disclosure  of, or to obtain a protective  order
for, the Records deemed confidential.

     (i) The Company  shall hold in  confidence  and not make any  disclosure of
information concerning an 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  an  Investor  is  sought  in  or  by a  court  or
governmental body of competent  jurisdiction or through other means, give prompt
written  notice to such  Investor  and allow such  Investor,  at the  Investor's
expense, to undertake  appropriate action to prevent disclosure of, or to obtain
a protective order for, such information.

     (j) 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
eligibility  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(j).

     (k) The Company shall  cooperate  with the  Investors 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 Investors may  reasonably  request and  registered in
such names as the Investors may request.

     (l) The  Company  shall use  commercially  reasonable  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.

     (m) 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 the
provisions  of Rule 158 under the  Securities  Act) covering a twelve (12) month
period  beginning not later than the first day of the Company's  fiscal  quarter
next following the effective date of the Registration Statement.

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

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     (o)  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 Investors
whose  Registrable  Securities  are  included  in such  Registration  Statement)
confirmation that such Registration Statement has been declared effective by the
SEC in the form attached hereto as EXHIBIT A.

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

     4. OBLIGATIONS OF THE INVESTORS.

     Each Investor  agrees that,  upon receipt of any notice from the Company of
the  happening  of any event of the kind  described in Section 3(f) or the first
sentence of 3(e),  such Investor will  immediately  discontinue  disposition  of
Registrable  Securities pursuant to any Registration  Statement(s) covering such
Registrable  Securities  until  such  Investor's  receipt  of the  copies of the
supplemented  or amended  prospectus  contemplated by Section 3(e) 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 an  Investor  in
accordance  with the terms of the  Securities  Purchase  Agreement in connection
with any sale of  Registrable  Securities  with respect to which an 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(f) or the  first  sentence  of 3(e) and for  which  the  Investor  has not yet
settled.

     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:

     (a) To the fullest  extent  permitted by law, the Company will,  and hereby
does,  indemnify,  hold  harmless  and  defend  each  Investor,  the  directors,
officers, partners,  employees, agents,  representatives of, and each Person, if
any, who controls any Investor  within the meaning of the  Securities Act or the
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 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

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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  Securities  Act, the Exchange  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 Investors
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.  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.

     (b) In connection  with a Registration  Statement,  each Investor agrees to
severally  and not jointly  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,  employees,  representatives,  or agents
and each Person,  if any,  who  controls  the Company  within the meaning of the
Securities Act or the Exchange Act (each an  "INDEMNIFIED  PARTY"),  against any
Claim or Indemnified Damages to which any of them may become subject,  under the
Securities  Act,  the  Exchange  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),  such  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 such

                                       8
<PAGE>
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
such 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 Investors
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 each Investor
prior to such 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

                                       9
<PAGE>
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 seller
of Registrable  Securities  guilty of fraudulent  misrepresentation  (within the
meaning  of  Section  11(f)  of  the  Securities   Act)  shall  be  entitled  to
contribution  from any seller of  Registrable  Securities  who was not guilty of
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 EXHANGE ACT.

     With a view to making  available to the  Investors the benefits of Rule 144
promulgated  under the  Securities  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:

     (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 Securities Act and the Exchange Act so long as
the Company  remains  subject to such  requirements  (it being  understood  that
nothing herein shall limit the Company's  obligations  under Section 4(c) of the
Securities  Purchase  Agreement)  and the  filing  of  such  reports  and  other
documents as are required by the applicable provisions of Rule 144; and

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

                                       10
<PAGE>
     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 Investors
who then  hold at least  two-thirds  (2/3) of the  Registrable  Securities.  Any
amendment or waiver  effected in accordance with this Section 9 shall be binding
upon each Investor and the Company.  No such amendment shall be effective to the
extent  that it  applies to fewer  than all of the  holders  of the  Registrable
Securities.  No consideration shall be offered or paid to any Person to amend or
consent to a waiver or  modification  of any provision of any of this  Agreement
unless the same  consideration  also is  offered  to all of the  parties to this
Agreement.

     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 or by a nationally  recognized overnight or world wide courier;  (ii)
upon  confirmation  of receipt,  when sent by facsimile;  or (iii) ten (10) days
after being sent by U.S. certified mail, return receipt requested,  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:     City Network, Inc.
                           6F-3, No.16, Jian Ba Road
                           Jhonghe City, Taipei County, 235
                           Taiwan, ROC F5 235
                           Attention: Mr Tiao-Tsan Lai


With Copy to:              Mitch Nussbaum, Esq.
                           Loeb & Loeb, LLP
                           345 Park Avenue
                           New York, NY 10154-0037
                           Telephone: (212) 407-4159
                           Facsimile: (212) 407.4990

If to an  Investor,  to its  address  and  facsimile  number on the  Schedule of
Investors attached hereto, with copies to such Investor's representatives as set
forth on the  Schedule of Investors 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

                                       11
<PAGE>
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) This Agreement  shall be governed by and interpreted in accordance with
the laws of the State of New Jersey without regard to the principles of conflict
of laws.  The parties  further agree that any action between them shall be heard
in Hudson County,  New Jersey,  and expressly  consent to the  jurisdiction  and
venue of the  Superior  Court of New  Jersey,  sitting in Hudson  County and the
United States  District  Court for the District of New Jersey sitting in Newark,
New Jersey for the  adjudication of any civil action  asserted  pursuant to this
Paragraph.  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,  the  Irrevocable  Transfer  Agent  Instructions,  the
Securities  Purchase  Agreement and related documents  including the Convertible
Debenture  and the  Escrow  Agreement  dated  the date  hereof  by and among the
Company,  the Investors set forth on the Schedule of Investors  attached hereto,
and David Gonzalez,  Esq. (the "ESCROW  AGREEMENT")  and the Security  Agreement
dated the date hereof (the "SECURITY AGREEMENT") 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
Irrevocable  Transfer Agent Instructions,  the Securities Purchase Agreement and
related documents including the Convertible Debenture,  the Escrow Agreement and
the Security Agreement  supersede all prior agreements and understandings  among
the parties hereto with respect to the subject matter hereof and thereof.

     (f) 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.

                                       12
<PAGE>
     (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 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.

     (j) 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.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       13
<PAGE>
     IN WITNESS  WHEREOF,  the parties  have caused this  Investor  Registration
Rights Agreement to be duly executed as of day and year first above written.

                                    COMPANY:
                                    CITY NETWORK, INC.

                                    By: /s/ Tiao-Tsan Lai
                                       -----------------------------
                                    Name:  Mr Tiao-Tsan Lai
                                    Title: Chief Executive Officer

                                       14
<PAGE>
                                   SCHEDULE I

                              SCHEDULE OF INVESTORS

<TABLE>
<CAPTION>

                                                                            Address/Facsimile
        Name                            Signature                           Number of Investors
        ----                            ---------                           -------------------
<S>                            <C>                                   <C>
Highgate House Funds, Ltd.     By:   Yorkville Advisors, LLC          101 Hudson Street - Suite 3700
                               Its:  General Partner                  Jersey City, NJ  07303
                                                                      Facsimile: (201) 985-8266

                               By: /s/ Mark Angelo
                               Name: Mark Angelo
                               Its:  Portfolio Manager

With a copy to:                Troy Rillo, Esq.                       101 Hudson Street - Suite 3700
                                                                      Jersey City, NJ 07302
                                                                      Facsimile: (201) 985-8266
</TABLE>
<PAGE>
                                    EXHIBIT A

                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT


Attention:

     Re: CITY NETWORK, INC.

Ladies and Gentlemen:

     We are counsel to City Network, Inc., a Nevada corporation (the "COMPANY"),
and have  represented  the Company in  connection  with that certain  Securities
Purchase  Agreement (the "SECURITIES  PURCHASE  AGREEMENT")  entered into by and
among  the  Company  and  the  investors   named  therein   (collectively,   the
"INVESTORS") pursuant to which the Company issued to the Investors shares of its
Common Stock, par value $0.001 per share (the "COMMON  STOCK").  Pursuant to the
Securities Purchase Agreement,  the Company also has entered into a Registration
Rights  Agreement  with  the  Investors  (the  "INVESTOR   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 "SECURITIES  ACT").
In  connection  with the Company's  obligations  under the  Registration  Rights
Agreement,  on ____________ ____, the Company filed a Registration  Statement on
Form ________ (File No.  333-_____________) (the "REGISTRATION  STATEMENT") with
the Securities and Exchange  Commission  (the "SEC") relating to the Registrable
Securities  which names each of the  Investors  as a selling  stockholder  there
under.

     In connection with the foregoing,  we advise you that a member of the SEC's
staff has advised us by  telephone  that the SEC has entered an order  declaring
the Registration  Statement effective under the Securities Act at [ENTER TIME OF
EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we 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  Securities  Act pursuant to the
Registration Statement.

                                Very truly yours,

                                [LAW FIRM]

                                By:

cc: [LIST NAMES OF INVESTORS]