REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement ("Agreement") is entered into as of this
_____  day  of  February,  2002,  between  SLW  Enterprises  Inc.,  a Washington
corporation  ("Issuer"),  and  the  undersigned  ("Permitted  Right  Holder").

     WHEREAS,  Issuer  has  undertaken  to  issue  shares of its common stock to
Permitted  Right  Holder;  and

     WHEREAS,  Issuer  has  agreed  to  give Permitted Right Holder registration
rights  as  set  forth  below.

     NOW,  THEREFORE,  in consideration of the mutual promises, representations,
warranties,  covenants  and  conditions set forth in this Agreement, the parties
mutually  agree  as  follows:

     1.     DEFINITIONS.  As  used  in  this Agreement the following terms shall
            -----------
have  the  following  respective  meanings:

          1.1     "EXCHANGE  ACT"  means the Securities Exchange Act of 1934, as
amended.

          1.2     "PERMITTED  RIGHT  HOLDER" and "PERMITTED RIGHT HOLDERS" means
any  subscriber  who  purchased  the  common stock of Issuer through the Private
Placement  Offering.

          1.3     "PRIVATE  PLACEMENT  OFFERING"  means  the  private  placement
offering  by  Issuer  of  up  to 1,500,000 shares of its common stock, par value
$0.0001  per  share, commencing on February 20, 2002 and closing contingent upon
the  closing  of  the  Voluntary  Share  Exchange  Agreement  between  HiEnergy
Microdevices,  Inc.  and  Issuer  on  or  before  March  31,  2002.

          1.4     "REGISTER,"  "REGISTERED,"  and  "REGISTRATION"  refer  to  a
registration  effected  by  preparing  and  filing  a  registration statement in
compliance  with  the  Securities  Act,  and  the  declaration  or  ordering  of
effectiveness  of  such  registration  statement  or  document.

          1.5     "REGISTRABLE  SECURITIES" means any shares of its common stock
issued  by  Issuer  to Permitted Right Holders pursuant to the Private Placement
Offering.

          1.6     "REGISTRATION  EXPENSES"  shall  mean all expenses incurred by
Issuer  in  complying  with Section 2 hereof, including, without limitation, all
registration  and  filing  fees,  printing  expenses,  fees and disbursements of
counsel  for  Issuer, reasonable fees and disbursements of a special counsel for
the  Permitted  Right  Holders up to $10,000, blue sky fees and expenses and the
expense  of  any special audits incident to or required by any such registration
(but  excluding  the  compensation of regular employees of Issuer which shall be
paid  in  any  event  by  Issuer).

          1.7     "SEC"  means  the  Securities  and  Exchange  Commission.


              SLW ENTERPRISES INC. - REGISTRATION RIGHTS AGREEMENT
                                     PAGE 1
<PAGE>
          1.8     "SECURITIES  ACT"  shall  mean  the Securities Act of 1933, as
amended.

          1.9     "SELLING  EXPENSES"  shall mean all underwriting discounts and
selling  commissions  applicable  to  the  sale.

     2.   TYPES  OF  REGISTRATION  RIGHTS
          -------------------------------

          2.1  DEMAND
               ------

               (a)     REQUEST  FOR  REGISTRATION.  If  Issuer  shall  receive a
                       --------------------------
written  request  from  one  or  more Permitted Right Holders that Issuer file a
registration  statement under the Securities Act covering the registration of at
least  a  majority  of  the Registrable Securities then outstanding (or a lesser
percent  if  the  anticipated  aggregate  offering  price,  net  of underwriting
discounts  and  commissions would exceed $10,000,000), then Issuer shall use its
best  efforts  to  effect,  as  soon  as practicable, the registration under the
Securities  Act  of  all Registrable Securities that the Permitted Right Holders
request  to  be  registered.

               (b)     REQUEST FOR UNDERWRITING.  If the Permitted Right Holders
                       ------------------------
intend  to  distribute  the  Registrable  Securities covered by their request by
means  of  an underwriting, they shall so advise Issuer as part of their request
made  pursuant to this Section 2.1. The Permitted Right Holders shall enter into
an underwriting agreement in customary form with the underwriter or underwriters
selected  for  such underwriting by Issuer.  Notwithstanding any other provision
of  this  Section  2.1, if the underwriter advises Issuer that marketing factors
require  a  limitation of the number of securities to be underwritten (including
Registrable  Securities),  then  Issuer  shall exclude or withdraw the number of
Registrable  Securities  from  the  registration  accordingly.

          2.2  PIGGYBACK
               ---------

               (a)     If Issuer at any time proposes for any reason to register
its  common  stock  under the Securities Act (other than on Form S-4 or Form S-8
promulgated  under  the Securities Act or any successor forms thereto), it shall
promptly  give written notice to each Permitted Right Holder of its intention so
to  register  its  common  stock  and, upon the written request, given within 10
business  days  after  delivery  of  any such notice by Issuer, of any Permitted
Right  Holder  to  include  in  such  registration Registrable Securities (which
request  shall  specify  the  number  of  Registrable  Securities proposed to be
included  in  such  registration),  Issuer shall use its commercially reasonable
best  efforts  to  cause  all such Registrable Securities to be included in such
registration  on the same terms and conditions as the securities otherwise being
sold in such registration; provided that if, at any time after written notice of
its  intention to register any offering of securities and prior to the effective
date  of  the registration statement filed in connection with such registration,
Issuer  will  determine  for  any  reason  either  not  to  register or to delay
registration  of  such  securities,  Issuer  may,  at its election, give written
notice of such determination to each Permitted Right Holder and, thereon, (i) in
the case of a determination not to register, will be relieved of this obligation
to register any Registrable Securities in connection with such registration (but
not  from  the  obligation  to  pay  the  Registration  Expenses  in  connection
therewith),  and  (ii) in the case of a determination to delay registering, will
be  permitted  to  delay  registering  any  Registrable Securities, for the same


              SLW ENTERPRISES INC. - REGISTRATION RIGHTS AGREEMENT
                                     PAGE 2
<PAGE>
period as the delay in registering such other securities. The right provided the
Permitted  Right  Holders of the Registrable Securities pursuant to this section
will  be  exercisable  at  their  sole  discretion  upon  the  execution of this
Agreement.

               (b)     If  the  managing underwriter of an underwritten offering
under  Section  2.2(a)  informs  Issuer  and  the Permitted Right Holders of its
belief  that the inclusion of all Registrable Securities proposed to be included
in  such  registration  would interfere with the successful marketing (including
pricing)  of  the  shares  proposed to be registered by Issuer, then Issuer will
include  in  such  registration,  to  the  extent  of the number which Issuer is
advised can be sold in the offering:  first, securities proposed by Issuer to be
                                      -----
sold for its own account; and second, the Registrable Securities requested to be
                              ------
included  in  the registration, pro rata based upon the number of shares of such
securities  so  proposed  to  be sold and so requested to be included; provided,
however,  the Permitted Right Holders will have priority to all shares sought to
be  included  by  officers  and  directors  of  Issuer as well as holders of ten
percent  (10%)  or  more  of  Issuer's  common  stock.

     3.   PROCEDURE
          ---------

          3.1     OBLIGATIONS  OF  ISSUER.  Whenever  required  to  effect  the
                  -----------------------
registration  of  any  Registrable  Securities under Sections 2.1 or 2.2, Issuer
shall,  as  expeditiously  as  possible:

               (a)     prepare and file with the SEC a registration statement or
amendments  thereto,  to  effect  such  registration  (including  such  audited
financial  statements  as may be required by the Securities Act or the rules and
regulations  promulgated  thereunder)  and  thereafter  use  its  commercially
reasonable  best  efforts  to cause a registration statement that registers such
Registrable  Securities to become and remain effective for 180 days or until the
Permitted  Right  Holders  have  completed  the  distribution  related  thereto,
whichever  occurs  first.  If  requested  by the Permitted Right Holders, Issuer
shall  file,  cause  to  become  effective  or maintain the effectiveness of any
registration  statement  that  contemplates  a  distribution  of securities on a
delayed  or  continuous  basis pursuant to Rule 415 under the Securities Act and
subject  to  the  same  time  contraints  as provided in the preceding sentence.

               (b)     prepare  and  file  with  the  SEC  such  amendments  and
supplements to such registration statement and the prospectus used in connection
therewith  as  may  be necessary to comply with the provisions of the Securities
Act  with  respect  to  the  disposition  of  all  securities  covered  by  such
registration  statement  for  the  period  set  forth  in  paragraph  (a) above.

               (c)     notify,  in writing, each Permitted Right Holder promptly
(A) of the receipt by Issuer of any notification with respect to any comments by
the  SEC  with  respect  to  such  registration  statement  or prospectus or any
amendment  or  supplement  thereto or any request by the SEC for the amending or
supplementing thereof or for additional information with respect thereto, (B) of
the  receipt  by  Issuer of any notification with respect to the issuance by the
SEC  of  any  stop  order  suspending  the  effectiveness  of  such registration
statement or prospectus or any amendment or supplement thereto or the initiation
or  threatening  of  any  proceeding  for that purpose and (C) of the receipt by


              SLW ENTERPRISES INC. - REGISTRATION RIGHTS AGREEMENT
                                     PAGE 3
<PAGE>
Issuer  of  any notification with respect to the suspension of the qualification
of such Registrable Securities for sale in any jurisdiction or the initiation or
threatening  of  any  proceeding  for  such  purpose;

               (d)     use  its  best  efforts  to  register  or  qualify  such
Registrable  Securities  under  such other securities or "blue sky" laws of such
jurisdictions  as each Permitted Right Holder reasonably requests and do any and
all  other  acts  and  things  which may be reasonably necessary or advisable to
enable  the  Permitted  Right  Holders  to  consummate  the  disposition in such
jurisdictions  of  the  Registrable  Securities  owned  by  such Permitted Right
Holders;  provided,  however,  that  Issuer  will  not  be  required  to qualify
generally  to  do  business,  subject  itself  to general taxation or consent to
general  service  of process in any jurisdiction where it would not otherwise be
required  so  to  do  but  for  this  paragraph;

               (e)     furnish  to  each  Permitted  Right Holder such number of
copies  of  a  summary  prospectus  or other prospectus, including a preliminary
prospectus,  in conformity with the requirements of the Securities Act, and such
other  documents  as such Permitted Right Holder may reasonably request in order
to  facilitate  the  public  sale  or  other  disposition  of  such  Registrable
Securities;

               (f)     make  available  for  inspection  by  any Permitted Right
Holder,  any  underwriter  participating  in  any  disposition  pursuant to such
registration  statement  and any attorney, accountant or other agent retained by
any such Permitted Right Holder or underwriter (collectively, the "Inspectors"),
all  pertinent  financial  and  other records, pertinent corporate documents and
properties  of  Issuer  (collectively,  the  "Records"),  as shall be reasonably
necessary  to  enable  them  to exercise their due diligence responsibility, and
cause  Issuer's  officers,  directors  and  employees  to supply all information
(together  with the Records, the "Information") reasonably requested by any such
Inspector in connection with such registration statement. Any of the Information
which  Issuer  determines  in  good  faith  to  be  confidential,  and  of which
determination  the  Inspectors  are  so  notified, shall not be disclosed by the
Inspectors  unless  (A) the disclosure of such Information is necessary to avoid
or  correct  a  misstatement  or omission in the registration statement, (B) the
release  of  such  Information  is ordered pursuant to a subpoena or other order
from  a  court  of  competent jurisdiction or (C) such Information has been made
generally available to the public without breach of any duty of confidentiality.
The  Permitted Right Holders agree that they will, upon learning that disclosure
of  such Information is sought in a court of competent jurisdiction, give notice
to Issuer and allow Issuer, at Issuer's expense, to undertake appropriate action
to  prevent  disclosure  of  the  Information  deemed  confidential;

               (g)     use  its commercially reasonable best efforts to list all
Registrable  Securities  covered by the registration statement on any securities
exchange  on  which  any  of  the  Registrable  Securities  are then listed; and

               (h)     use  its commercially reasonable best efforts to take all
other  steps necessary to effect the registration of such Registrable Securities
contemplated  hereby.

          3.2     EXPENSES  OF  REGISTRATION.  Except  as  specifically provided
                  --------------------------
herein,  all Registration Expenses incurred in connection with any registration,
qualification  or  compliance  pursuant  to  Sections 2.1 or 2.2 herein shall be
borne  by  Issuer.  All  Selling  Expenses  incurred  in  connection  with  any


              SLW ENTERPRISES INC. - REGISTRATION RIGHTS AGREEMENT
                                     PAGE 4
<PAGE>
registration,  qualification or compliance pursuant to Sections 2.1 or 2.2 shall
be borne by the Permitted Right Holders.  Issuer shall not, however, be required
to  pay  the Registration Expenses of any registration proceeding begun pursuant
to  Sections 2.1 or 2.2, the request of which has been subsequently withdrawn by
the Permitted Right Holders unless the withdrawal is based upon material adverse
information  concerning  Issuer  of  which  the Permitted Right Holders were not
aware  at the time of such request.  If the Permitted Right Holders are required
to  pay  the  Registration  Expenses  of  a  withdrawn  offering pursuant to the
preceding sentence, until such time as all the expenses have been paid to Issuer
in  full,  the  Permitted  Right  Holders  shall forfeit their right pursuant to
Section  2.1  to  demand registration and their right pursuant to Section 2.2 to
participate  in  piggyback  registration.  If  Issuer  is  required  to  pay the
Registration  Expenses of a withdrawn offering, then the Permitted Right Holders
shall  not forfeit their right pursuant to Section 2.1 to demand registration or
their  right  pursuant  to Section 2.2 to participate in piggyback registration.

          3.3     COUNSEL  FEES.  In  connection  with  any  registration  of an
                  -------------
offering under this Section 3, if there is more than one Permitted Right Holder,
the  Permitted Right Holders shall designate one counsel for the Permitted Right
Holders  who  shall  be  authorized  to represent the interests of the Permitted
Right  Holders with respect to Issuer and the underwriter in connection with the
offering.  If  the  Permitted  Right Holders are unable to designate one counsel
after  a period of 30 days, Issuer may solicit suggestions for such counsel from
the  Permitted  Right  Holders  (no more than one suggestion per Permitted Right
Holder), and select one counsel from among those suggested, and the selection of
such  counsel  shall  be  binding  on the Permitted Right Holders.  The fees and
expenses of counsel for the Permitted Rights Holders up to $10,000 shall be paid
by  Issuer.

          3.4     RIGHT  TO DEFER REGISTRATION.  Issuer shall not be required to
                  ----------------------------
effect a registration pursuant to Sections 2.1 or 2.2 if Issuer shall furnish to
the  Permitted  Right  Holders a certificate signed by the Chairman of the Board
stating  that in the good faith judgment of the Board of Directors of Issuer, it
would  be  materially  detrimental  to  Issuer  and  its  shareholders  for such
registration  statement to be effected at such time, in which event Issuer shall
have  the  right  to defer such filing for a period of not more than one hundred
twenty  (120)  days after receipt of the request pursuant to Section 2.1 or 2.2;
provided  that  such  right  to delay a request shall be exercised by Issuer not
more  than  once  in  any  twelve  (12)  month  period.

     4.     TERMINATION OF REGISTRATION RIGHTS.  All registration rights granted
            ----------------------------------
under  this  Agreement,  and  all  notices  required under this Agreement, shall
terminate  and  be  of  no further force and effect on the date that is one year
after  the  first  issuance  to Permitted Right Holder of Registrable Securities
through  the  Private  Placement  Offering.

     5.     REQUESTS  FOR  INFORMATION. The Permitted Right Holders hereby agree
            --------------------------
to  promptly  furnish Issuer with any and all written information concerning the
Permitted  Right Holders that Issuer reasonably requests in order to (1) prepare
the  registration  statements and (2) conduct such other due diligence as may be
necessary  for  Issuer  to  satisfy or respond to any regulatory or governmental
requirements  or  requests.  The  Permitted Right Holders agree to provide true,


              SLW ENTERPRISES INC. - REGISTRATION RIGHTS AGREEMENT
                                     PAGE 5
<PAGE>
complete  and  accurate  information  based  on a diligent review of appropriate
records  as  would  be  conducted  by a prudent man in the management of his own
property.  The  Permitted  Right  Holders understand that Issuer may incorporate
some  or  all  of such information into the foregoing documents or may determine
based  on  such  information that certain disclosures are not required, and that
Issuer  will depend on the Permitted Right Holders to provide true, complete and
accurate  information.

     6.     DELAY  OF  REGISTRATION.  The Permitted Right Holders shall not have
            ------------------------
the  right to obtain or seek an injunction restraining or otherwise delaying any
such registration as the result of any controversy that might arise with respect
to  the  interpretation  or  implementation  of  this  Agreement.

     7.     INDEMNIFICATION.  In  the  event  any  Registrable  Securities  are
            ---------------
included  in  a  registration  statement  under  Section  2:

          7.1     Issuer  agrees  to  indemnify and hold harmless each Permitted
Right  Holder  and  each  person,  if any, who controls a Permitted Right Holder
within  the meaning of the Securities Act against any losses, claims, damages or
liabilities,  joint or several (which shall, for all purposes of this Agreement,
include,  but  not  be  limited  to,  all  reasonable  costs  of  defense  and
investigation  and  all  reasonable attorneys' fees), to which a Permitted Right
Holder may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of  or  are  based  upon any untrue statement or alleged untrue statement of any
material  fact  contained  in  the  registration  statement,  or  amendments  or
supplements  thereto,  or arise out of or are based upon the omission or alleged
omission  to  state  therein  a  material  fact required to be stated therein or
necessary to make the statements therein not misleading; provided, however, that
Issuer  will  not  be  liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged  untrue  statement  or  omission  or  alleged  omission  in  any  of the
above-mentioned  documents  in  reliance  upon,  and in conformity with, written
information furnished to Issuer by a Permitted Right Holder specifically for use
in  the preparation thereof. This indemnity agreement will be in addition to any
liability  that  Issuer  may  otherwise  have.

          7.2     Each  Permitted Right Holder agrees that it will indemnify and
hold  harmless  Issuer,  and each officer, director of Issuer or person, if any,
who  controls  Issuer  within  the  meaning  of  the Securities Act, against any
losses,  claims,  damages  or liabilities (which shall, for all purposes of this
Agreement,  include,  but not be limited to, all reasonable costs of defense and
investigation  and  all  reasonable attorneys' fees) to which Issuer or any such
officer,  director or controlling person may become subject under the Securities
Act  or  otherwise,  insofar  as such losses, claims, damages or liabilities (or
actions  in respect thereof) arise out of or are based upon any untrue statement
or  alleged  untrue statement of any material fact contained in the registration
statement,  or  amendments  or supplements thereto, or arise out of or are based
upon  the  omission  or  the  alleged  omission to state therein a material fact
required  to  be  stated therein or necessary to make the statements therein not
misleading,  but  in  each case only to the extent that such untrue statement or
alleged  untrue  statement  or  omission  or  alleged  omission  was  made  the
registration statement or amendments or supplements thereto in reliance upon and
in  conformity  with, written information furnished to Issuer by Permitted Right
Holders  specifically  for  use  in  the  preparation  thereof.  This  indemnity
agreement  will be in addition to any liability that the Permitted Right Holders
may  otherwise  have.


              SLW ENTERPRISES INC. - REGISTRATION RIGHTS AGREEMENT
                                     PAGE 6
<PAGE>
          7.3     Promptly  after  receipt  by  an  indemnified party under this
Section  7.3 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 7, notify the indemnifying party of the commencement thereof;
but  the  omission  so  to  notify  the  indemnifying party will not relieve the
indemnifying  party from any liability that it may have to any indemnified party
except to the extent of actual prejudice demonstrated by the indemnifying party.
In  case  any  such  action  is  brought  against any indemnified party, and the
indemnified  party  notifies the indemnifying party of the commencement thereof,
the  indemnifying  party  will be entitled to participate in, and, to the extent
that  it may wish, jointly with any other indemnifying party similarly notified,
assume  the  defense  thereof, subject to the provisions herein stated and after
notice  from the indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party will not be liable to such
indemnified  party  under  this  Section  7  for  any  legal  or  other expenses
subsequently  incurred  by such indemnified party in connection with the defense
thereof  other  than  reasonable costs of investigation, unless the indemnifying
party  shall  not  pursue  the  action to its final conclusion.  The indemnified
party  shall have the right to employ separate counsel in any such action and to
participate  in  the  defense thereof, but the fees and expenses of such counsel
shall  not be at the expense of the indemnifying party if the indemnifying party
has  assumed  the  defense of the action with counsel reasonably satisfactory to
the indemnified party.  No settlement of any action against an indemnified party
shall  be made without the prior written consent of the indemnified party, which
consent  shall  not  be  unreasonably  withheld.

          7.4     All  fees  and  expenses  of  the indemnified party (including
reasonable  costs of defense and investigation in a manner not inconsistent with
this  Section and all reasonable attorneys' fees and expenses), shall be paid to
the  indemnified  party,  as  incurred,  within  ten (10) days of written notice
thereof  to  the  indemnifying  party; provided, that the indemnifying party may
require  such  indemnified  party  to  undertake  to reimburse all such fees and
expenses to the extent it is finally judicially determined that such indemnified
party  is  not  entitled  to  indemnification  hereunder.

     8.     CONTRIBUTION.  In  order  to  provide  for  just  and  equitable
            ------------
contribution  under the Securities Act or otherwise arising out of or based upon
any  untrue statement or alleged untrue statement of any material fact contained
in  a  registration  statement  under  Section  2,  or amendments or supplements
thereto, or arising out of or based upon the omission or the alleged omission to
state therein a material fact required to be stated therein or necessary to make
the  statements  therein not misleading in any case in which (i) the indemnified
party  makes  a claim for indemnification pursuant to Section 7 hereof but it is
judicially  determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that the express provisions of Section 7 hereof provide
for  indemnification in such case, or (ii) contribution under the Securities Act
or  otherwise  may  be  required on the part of any indemnified party, in either
such  case  Issuer and Permitted Right Holders shall contribute to the aggregate
losses,  claims,  damages  or  liabilities  to  which they may be subject (which
shall,  for all purposes of this Agreement, include, but are not limited to, all
reasonable  costs  of  defense  and  investigation and all reasonable attorneys'
fees),  in  either  such  case  (after contribution from others) on the bases of
relative  fault  as  well  as  any other relevant equitable considerations.  The
relative  fault shall be determined by reference to, among other things, whether


              SLW ENTERPRISES INC. - REGISTRATION RIGHTS AGREEMENT
                                     PAGE 7
<PAGE>
the  untrue  or  alleged  untrue statement of a material fact or the omission or
alleged  omission  to  state  a material fact relates to information supplied by
Issuer on the one hand or the Permitted Right Holders on the other hand, and the
parties'  relative  intent,  knowledge, access to information and opportunity to
correct  or  prevent such statement or omission.  Issuer and the Permitted Right
Holders agree that it would not be just or equitable if contribution pursuant to
this  Section 8 were determined by pro rata allocation or by any other method of
allocation  that  does not take account of the equitable considerations referred
to  in  this Section 8.  The amount paid or payable by an indemnified party as a
result  of  the  losses,  claims,  damages or liabilities (or actions in respect
thereof)  referred  to  above  in  this Section 8 shall be deemed to include any
legal  or  other  expenses  reasonably  incurred  by  such  indemnified party in
connection  with investigating or defending any such action or claim.  No person
guilty  of  fraudulent misrepresentation (within the meaning of Section 11(f) of
the  Securities  Act)  shall be entitled to contribution from any person who was
not  guilty  of  such  fraudulent  misrepresentation.

     9.   MISCELLANEOUS
          -------------

          9.1     APPLICABLE LAW.  This Agreement and all rights hereunder shall
                  --------------
be  governed  by,  and  interpreted in accordance with, the laws of the State of
California,  without  regard  to  the  conflicts of laws provisions thereof. The
parties  hereby  submit  to  the  nonexclusive jurisdiction of the courts of the
State  of  California  and  of  the  federal  district courts in California with
respect  to  any  action  or  legal proceeding commenced by any person or entity
relating to or arising out of this Agreement. The parties consent to the service
of  process  in  any  such  action or legal proceeding by means of registered or
certified mail, return receipt requested, in care of the address set forth below
on  the signature page or such other address as a party shall furnish in writing
to  the  other.

          9.2     COUNTERPARTS  AND  FACSIMILE SIGNATURE.  This Agreement may be
                  --------------------------------------
signed  in  counterparts,  all  of  which when taken together shall constitute a
single  executed  document.  Signatures transmitted by facsimile shall be deemed
valid  execution  of  this  Agreement  binding  on  the  parties.

          9.3     ENTIRE  AGREEMENT;  AMENDMENT.  This Agreement constitutes the
                  -----------------------------
entire  agreement  among  the  parties  concerning  the  subject  matter of this
Agreement,  and  it  supersedes any prior oral or written agreements between the
parties.  A  separate  writing  may inform the construction of the provisions of
this  Agreement  if  expressly  called for by the terms of this Agreement.  This
Agreement  may  not be amended except by a written agreement signed by the party
against  which  enforcement  is  sought.

          9.4     WAIVER.  The  failure  of  a  party  to  insist  upon  strict
                  ------
adherence  to any term of this Agreement on any occasion shall not be considered
a  waiver  thereof  or deprive that party of the right thereafter to insist upon
strict  adherence  to  that  term  or  any  other  term  of  this  Agreement.

          9.5     ASSIGNMENT.  Subject  to the limitations below, this Agreement
                  ----------
shall  inure  to the benefit of and be binding upon the parties hereto and their
respective  successors  and  assigns.  The  rights  to  cause Issuer to register
Registrable  Securities  pursuant  to  this  Agreement may be not be assigned by
Permitted  Right  Holders.


              SLW ENTERPRISES INC. - REGISTRATION RIGHTS AGREEMENT
                                     PAGE 8
<PAGE>
          9.6     HEADINGS.  The  section  headings  contained in this Agreement
                  --------
are  for  reference purposes only and shall not affect in any way the meaning or
interpretation  of  this  Agreement.

          9.7     NOTICES.  All  notices shall be in writing and shall be deemed
                  -------
to  have  been  sufficiently  given  or  served (i) immediately, when personally
delivered, (ii) within three (3) days after being deposited in the United States
mail,  by  registered or certified mail, or (iii) within one (1) day after being
deposited  with  a  reputable  overnight mail carrier which provides delivery of
such  mail to be traced, addressed as indicated on the signature pages below. No
change  of  address  shall  be valid unless it is communicated in writing to the
other  party  in  accordance  with  this  Section  9.7.


                     [remainder of page intentionally blank]




              SLW ENTERPRISES INC. - REGISTRATION RIGHTS AGREEMENT
                                     PAGE 9
<PAGE>

     IN  WITNESS  WHEREOF,  the  undersigned  have  executed  and delivered this
Agreement  as  of  the  date  first  written  above.

SLW ENTERPRISES INC., a Washington corporation


By:
   -------------------------------
Name: Barry Alter
Its:  President

Address: 4015  Palm-Aire  West,  #1002
         --------------------------------
         Pompano  Beach,  Florida  33069
         --------------------------------



PERMITTED RIGHT HOLDER:
                       ----------------------------------

By:
   ------------------------------------------

Print Name:
           ----------------------------------

Its (title if applicable):
                          -------------------

Address:
           ---------------------------------------------

           ---------------------------------------------



              SLW ENTERPRISES INC. - REGISTRATION RIGHTS AGREEMENT
                                    PAGE 10
<PAGE>