**REGISTRATION RIGHTS AGREEMENT**

            ThisRegistration Rights Agreement (this "***Agreement***") is made andentered into as of November ___, 2002 (the "***Effective Date***"), byand between Nextgen Communications Corporation, a Delaware corporation (the "***Company***"),the undersigned investor in the Company ("***Investor***"), and anyPermitted Transferee (as defined in Section 8) that executes a counterpart tothis Agreement.

            WHEREAS,the Company and Investor are parties to that certain Subscription Agreement (socalled herein) of even date herewith. In order to induce Investor to enter intothe Subscription Agreement, the Company has agreed to provide Investor with theregistration rights set forth in this Agreement; and 

          WHEREAS,Investor has acquired, under the terms and conditions set forth in theSubscription Agreement, ___________ shares (the "***Investor Shares***")of the common stock, $.001 par value, of the Company (the "***Common Stock***").

            NOW,THEREFORE, in consideration of the foregoing premise and the mutual undertakingsand covenants made herein, and for such other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the parties tothis Agreement hereby agree as follows: 

          1.       Demand Registrations.

(a) Requests for Registration. At any timeafter the Effective Date, Investor (or a Permitted Transferee) may, inaccordance herewith, request registration under the Securities Act (as definedin Section 9) of all or any portion of his Registrable Securities (as definedin Section 9) on Form S-1 or any similar long-form registration ("***Long-FormRegistrations***"), or on Form S-2 or S-3 (including pursuant to Rule 415under the Securities Act) or any similar short-form registration ("***Short-FormRegistrations***"), if available. All registrations requested pursuant tothis Section 1(a) are referred to herein as "***Demand Registrations***."Each request for a Demand Registration shall specify the approximate number ofRegistrable Securities requested to be registered and the anticipated per shareprice range for such offering. 

(b) Long-FormRegistrations. Each holder of Registrable Securities shall be entitled torequest one Long-Form Registration in which the Company shall pay allRegistration Expenses (as defined in Section 5). A registration shall not countas one of the permitted Long-Form Registrations until it has become effective.If the requesting holder is unable to register and sell at least 90% of hisRegistrable Securities requested to be included in the first Long-Form Registrationrequested by him, he shall be entitled to a second Long-Form Registration,provided that such second Long-Form Registration may not be requested withinsix months of the effectiveness of the most recent Long-Form Registrationrequested by he or any other holder of Registrable Securities. The Companyshall pay all Registration Expenses in connection with any registrationinitiated as a Company-paid Long-Form Registration whether or not it has becomeeffective and whether or not such registration has counted as one of thepermitted Company-paid Long-Form Registrations. All Long-Form Registrationsshall be underwritten registrations.

(c) Short-FormRegistrations. In addition to the Long-Form Registrations provided pursuantto Section 1(b), each holder of Registrable Securities shall be entitled torequest an unlimited number of Short-Form Registrations in which the Companyshall pay all Registration Expenses, provided that the aggregate gross proceedsto be received by the requesting holder, holders of Registrable Securities, orother securities exercising their "piggyback" rights granted by the Companyeither herein or elsewhere in any such requested Short-Form Registration mustexceed $5,000,000. Demand Registrations shall be Short-Form Registrations wheneverthe Company is permitted to use any applicable short form. The Company shalluse its best efforts to make Short-Form Registrations on Form S-3 available forthe sale of the Registrable Securities. If the Company, pursuant to the requestof any holder of Registrable Securities, is qualified to and has filed with theSecurities Exchange Commission a registration statement under the SecuritiesAct on Form S-3 pursuant to Rule 415 under the Securities Act (the "***RequiredRegistration***"), then the Company shall use its best efforts to causethe Required Registration to be declared effective under the Securities Act assoon as practicable after filing, and, once effective, the Company shall causesuch Required Registration to remain effective for a period ending on theearlier of (i) the date on which all Registrable

 

 

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Securities have been soldpursuant to the Required Registration, or (ii) if the Registrable Securitiesare held by an affiliate of the Company, the date as of which all RegistrableSecurities could be sold within a ninety-day period under Rule 144 of theSecurities Act, or (B) if the Registrable Securities are held by anon-affiliate of the Company, the date as of which all restrictive legends onthe share certificates representing the Registrable Securities could be removedunder Rule 144(k) of the Securities Act. 

(d) Priority on DemandRegistrations. The Company shall not include in any Demand Registration anysecurities issued after the date hereof that are not Registrable Securitieswithout the prior written consent of the holders of a majority of theRegistrable Securities included in such registration, such consent not to beunreasonably withheld. If a Demand Registration is an underwritten offering andthe managing underwriters advise the Company in writing that, in their opinion,the number of Registrable Securities and, if permitted hereunder, othersecurities requested to be included in such offering exceeds the number ofsecurities, which can be sold in an orderly manner in such offering within aprice range acceptable to the requesting holder, then the Company shall includein such registration, the Registrable Securities and other securities requestedto be included in such registration, pro rata, among the holders of suchRegistrable Securities and the holders of the other securities, on the basis ofthe number of shares owned by each such holder. 

(e) Restrictions onDemand Registrations. The Company shall not be obligated to effect anyDemand Registration unless holders of at least 200,000 shares of RegistrableSecurities have requested such Demand Registration. The Company shall not beobligated to effect any Demand Registration within 120 days after the effectivedate of a previous Demand Registration or a previous registration in which theholders of Registrable Securities were given piggyback rights pursuant toSection 2 and in which the reduction, if any, in the number of RegistrableSecurities requested to be included therein was not greater than 25%. TheCompany may postpone for up to 180 days the filing or the effectiveness of aregistration statement for a Demand Registration if the Company, in good faith,concludes that such Demand Registration would reasonably be expected to have amaterial adverse effect on any proposal or plan by the Company or any of itsSubsidiaries to acquire financing, engage in any acquisition of assets (otherthan in the ordinary course of business), or engage in any merger,consolidation, tender offer, reorganization, or similar transaction; providedthat, in such event, the requesting holder shall be entitled to withdraw suchrequest and the Company shall pay all Registration Expenses in connection withsuch registration. The Company may delay a Demand Registration hereunder onlyonce in any calendar year.

(f) Selection ofUnderwriters. The Company shall have the right to select the investmentbanker(s) and manager(s) to administer the offering, subject to the consent ofInvestor, which consent shall not be unreasonably withheld.

            2.       Piggyback Registrations.

(a) Right to Piggyback.Whenever the Company proposes to register any of its securities (including anyproposed registration of the Company's securities by any third party) under theSecurities Act (other than in connection with registrations on form S-4, S-8 orany successor or similar forms) and the registration form to be used may beused for the registration of Registrable Securities, the Company shall giveprompt written notice (and in any event within ten business days after itsreceipt of notice of any exercise of demand registration rights pursuant tothis or any other Agreement) to the holders of Registrable Securities of itsintention to effect such a registration, and shall include in such registrationall Registrable Securities with respect to which the Company has receivedwritten requests for inclusion therein (a "***Piggyback Registration***"),within 15 days after the receipt of the Company's notice. 

(b) Piggyback Expenses.The Registration Expenses of the holders of the Registrable Securities shall bepaid by the Company in all Piggyback Registrations. 

(c) Priority on PrimaryRegistrations. If a Piggyback Registration is an underwritten primaryregistration on behalf of the Company, and the managing underwriters advise theCompany in writing that, in their opinion, the number of securities requestedto be included in such registration exceeds the number which can be sold in anorderly manner in such offering within a price range acceptable to the Company,then the Company shall include in such registration (i) first, the securitiesthe Company proposes to sell, and (ii) second, the Registrable Securities andthe other securities requested to be included in such registration, pro rata,among the holders of such Registrable Securities and the holders of the othersecurities, on the basis of the number of shares owned by each such holder. 

 

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(d) Priority onSecondary Registrations. If a Piggyback Registration is an underwrittensecondary registration on behalf of holders of the Company's securities otherthan the holders of the Registrable Securities (it being understood thatsecondary registrations on behalf of holders of Registrable Securities areaddressed in Section 1 above rather than this Section 2(d)), and the managingunderwriters advise the Company in writing that, in their opinion, the numberof securities requested to be included in such registration exceeds the numberwhich can be sold in an orderly manner in such offering within a price rangeacceptable any requesting holder of the Registrable Securities, then theCompany shall include in such registration (i) first, the securities requestedto be included therein by the holders requesting such registration and (ii)second, the Registrable Securities requested to be included in suchregistration by the holders of the Registrable Securities and the othersecurities requested to be included in such registration, pro rata, on thebasis of the number of shares owned by each such holder. 

(e) Selection ofUnderwriters. The Company shall have the right to select the investmentbanker(s) and manager(s) to administer the offering. 

3. Holdback Agreements.The Company (i) shall not effect any public sale or distribution of its equitysecurities, or any securities, options, or rights convertible into orexchangeable or exercisable for such securities, during the seven days prior toand during the 180-day period beginning on the effective date of anyunderwritten Demand Registration or any underwritten Piggyback Registration(except as part of such underwritten registration or pursuant to registrationson Form S-4 or Form S-8 or any successor form), unless the underwritersmanaging the registered public offering otherwise agree, and (ii) to the extentnot inconsistent with applicable law, shall cause each holder of its equitysecurities, or any securities convertible into or exchangeable or exercisablefor equity securities, purchased from the Company at any time after the date ofthis Agreement (other than in a registered public offering) to agree not toeffect any public sale or distribution (including sales pursuant to Rule 144)of any such securities during such period (except as part of such underwrittenregistration, if otherwise permitted), unless the underwriters managing theregistered public offering otherwise agree.

4. RegistrationProcedures. Whenever a holder of Registrable Securities has requested thatany Registrable Securities be registered pursuant to this Agreement, theCompany shall use its best efforts to effect the registration and the sale ofsuch Registrable Securities in accordance with the intended method ofdisposition thereof, and pursuant thereto, the Company shall, as expeditiouslyas possible: 

(a) prepare and, within 60days after the end of the period within which requests for registration may begiven to the Company (provided that the Company shall have an extension for anydelay caused solely by any holder of Registrable Securities or hisrepresentatives or counsel), file with the Securities and Exchange Commission aregistration statement with respect to such Registrable Securities and use itsbest efforts to cause such registration statement to become effective (providedthat, before filing a registration statement or prospectus or any amendments orsupplements thereto, the Company shall furnish to counsel for each holder ofRegistrable Securities to be included in such registration copies of all suchdocuments proposed to be filed, which documents shall be subject to the reviewand comment of counsel for same);

(b) notify in writing eachholder of Registrable Securities of the effectiveness of each registrationstatement filed hereunder and prepare and file with the Securities and ExchangeCommission such amendments and supplements to such registration statement andthe prospectus used in connection therewith as may be necessary to keep suchregistration statement effective for a period of not less than 180 days (or, ifsuch registration statement relates to an underwritten offering, such longerperiod (up to one year) as in the opinion of counsel for the underwriters aprospectus is required by law to be delivered in connection with sales ofRegistrable Securities by an underwriter or dealer) and comply with theprovisions of the Securities Act with respect to the disposition of allsecurities covered by such registration statement during such period inaccordance with the intended methods of disposition by the sellers thereof setforth in such registration statement; 

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(c) furnish to each sellerof Registrable Securities such number of copies of such registration statement,each amendment and supplement thereto, the prospectus included in suchregistration statement (including each preliminary prospectus), and such otherdocuments as such seller may reasonably request in order to facilitate thedisposition of the Registrable Securities owned by such seller; 

(d) use its best effortsto register or qualify such Registrable Securities under such other securitiesor blue sky laws of such jurisdictions as any seller reasonably requests and doany and all other acts and things which may be reasonably necessary oradvisable to enable such seller of Registrable Securities to consummate thedisposition in such jurisdictions of the Registrable Securities owned by suchseller of Registrable Securities (provided that the Company shall not berequired to (i) qualify generally to do business in any jurisdiction where itwould not otherwise be required to qualify but for this Section 4(d), (ii)subject itself to taxation in any such jurisdiction, or (iii) consent togeneral service of process in any such jurisdiction); 

(e) promptly notify inwriting each seller of such Registrable Securities, at any time when aprospectus relating thereto is required to be delivered under the SecuritiesAct, of the happening of any event as a result of which the prospectus includedin such registration statement contains an untrue statement of a material factor omits any fact necessary to make the statements therein not misleading inlight of the circumstances under which they were made, and, at the request ofany holder of the Registrable Securities covered by such registrationstatement, the Company shall promptly prepare and furnish to each such seller areasonable number of copies of a supplement or amendment to such prospectus sothat, as thereafter delivered to the purchasers of such Registrable Securities,such prospectus shall not contain an untrue statement of a material fact oromit to state any fact necessary to make the statements therein not misleadingin light of the circumstances under which they were made; 

(f) cause all suchRegistrable Securities to be listed on each securities exchange on whichsimilar securities issued by the Company are then listed; 

(g) make available forinspection by any underwriter participating in any disposition pursuant to suchregistration statement, and any attorney, accountant, or other agent retainedby any such underwriter, all financial and other records, pertinent corporatedocuments and properties of the Company, and cause the Company's officers,directors, employees, and independent accountants to supply all informationreasonably requested by any such underwriter, attorney, accountant, or agent inconnection with such registration statement and assist and, at the request ofany participating underwriter, use reasonable best efforts to cause suchofficers or directors to participate in presentations to prospectivepurchasers; 

(h) in the event of the issuance of any stop ordersuspending the effectiveness of a registration statement, or of any ordersuspending or preventing the use of any related prospectus or suspending thequalification of any equity securities included in such registration statementfor sale in any jurisdiction, the Company shall use its best efforts promptlyto obtain the withdrawal of such order; 

(i) use its best effortsto cause such Registrable Securities covered by such registration statement tobe registered with or approved by such other non-foreign governmental agenciesor authorities as may be necessary to enable the sellers thereof to consummatethe disposition of such Registrable Securities; 

(j) obtain one or morecold comfort letters, dated the effective date of such registration statement(and, if such registration includes an underwritten public offering, dated thedate of the closing under the underwriting agreement), from the Company'sindependent public accountants in customary form and covering such matters ofthe type customarily covered by cold comfort letters as the holders of amajority of the Registrable Securities being sold in such registered offeringreasonably request (provided that such Registrable Securities constitute atleast 30% of the securities covered by such registration statement); and 

(k) provide a legalopinion of the Company's outside counsel, dated the effective date of suchregistration statement (or, if such registration includes an underwrittenpublic offering, dated the date of the closing under the underwritingagreement), with respect to the registration statement, each amendment andsupplement thereto, the prospectus included therein (including the preliminaryprospectus) and such other documents relating thereto in customary form andcovering such matters of the type customarily covered by legal opinions of suchnature. 

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           5.       Registration Expenses.

(a) Subject to Section5(b) below, all expenses incident to the Company's performance of or compliancewith this Agreement, including all registration and filing fees, fees and expensesof compliance with securities or blue sky laws, printing expenses, travelexpenses, filing expenses, messenger and delivery expenses, fees anddisbursements of custodians, and fees and disbursements of counsel for theCompany, and fees and disbursements of all independent certified publicaccountants, underwriters including, if necessary, a "qualified independentunderwriter" within the meaning of the rules of the National Association ofSecurities Dealers, Inc. (in each case, excluding discounts and commissions),and other Persons (as defined in Section 9) retained by the Company or byholders of Registrable Securities or their affiliates on behalf of the Company(all such expenses being herein called "***Registration Expenses***"),shall be borne as provided in this Agreement, except that the Company shall, inany event, pay its internal expenses (including all salaries and expenses ofits officers and employees performing legal or accounting duties), the expenseof any annual audit or quarterly review, the expense of any liabilityinsurance, and the expenses and fees for listing the securities to beregistered on each securities exchange on which similar securities issued bythe Company are then listed or on the NASD automated quotation system (or anysuccessor or similar system). 

(b) In connection witheach Demand Registration and each Piggyback Registration, the holders ofRegistrable Securities included in such registration shall be responsible forall fees and disbursements of any counsel employed by same. 

(c) To the extentRegistration Expenses are not required to be paid by the Company, each holderof securities included in any registration hereunder shall pay thoseRegistration Expenses allocable to the registration of such holder's securitiesso included, and any Registration Expenses not so allocable shall be borne byall sellers of securities included in such registration in proportion to theaggregate selling price of the securities to be so registered. 

            6.            Indemnification.

(a) The Company agreesto indemnify and hold harmless, to the fullest extent permitted by law, eachholder of Registrable Securities, its officers, directors, agents, andemployees, and each Person who controls such holder (within the meaning of theSecurities Act) against all losses, claims, damages, liabilities, and expenses(or actions or proceedings, whether commenced or threatened, in respectthereof), whether joint and several or several, together with reasonable costsand expenses (including reasonable attorney's fees) to which any suchindemnified party may become subject under the Securities Act or otherwise(collectively, "***Losses***") caused by, resulting from, arising outof, based upon, or relating to any untrue or alleged untrue statement ofmaterial fact contained in (i) (A) any registration statement, prospectus orpreliminary prospectus, or any amendment thereof or supplement thereto or (B)any application or other document or communication (in this Section 6,collectively called an "application") executed by or on behalf of the Companyor based upon written information furnished by or on behalf of the Companyfiled in any jurisdiction in order to qualify any securities covered by suchregistration under the "blue sky" or securities laws thereof or (ii) anyomission or alleged omission of a material fact required to be stated thereinor necessary to make the statements therein not misleading, and the Companywill reimburse such holder and each such director, officer, and controllingPerson for any legal or any other expenses incurred by them in connection withinvestigating or defending any such Losses; provided that the Company shall notbe liable in any such case to the extent that any such Losses result from,arise out of, are based upon, or relate to an untrue statement or allegeduntrue statement, or omission or alleged omission, made in such registrationstatement, any such prospectus, or preliminary prospectus or any amendment orsupplement thereto, or in any application, in reliance upon, and in conformitywith, any information furnished to the Company by any holder for use therein orby such holder's failure to deliver a copy of the registration statement orprospectus or any amendments or supplements thereto after the Company hasfurnished such holder with a sufficient number of copies of the same.  

 

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(b) In connection with anyregistration statement in which a holder of Registrable Securities isparticipating, each such holder will furnish to the Company in writing suchinformation and affidavits as the Company reasonably requests for use inconnection with any such registration statement or prospectus and, to thefullest extent permitted by law, shall severally and not jointly indemnify andhold harmless the other holders of Registrable Securities and the Company, andtheir respective officers, directors, agents, and employees, and each otherPerson who controls the Company (within the meaning of the Securities Act)against any Losses caused by, resulting from, arising out of, based upon, orrelating to (i) any untrue or alleged untrue statement of material factcontained in the registration statement, prospectus or preliminary prospectus,or any amendment thereof or supplement thereto or in any application, or (ii)any omission or alleged omission of a material fact required to be statedtherein or necessary to make the statements therein not misleading, but only tothe extent that such untrue statement or omission is made, or used to make anuntrue statement or omission, in such registration statement, any such prospectusor preliminary prospectus or any amendment or supplement thereto, or in anyapplication in reliance upon and in conformity with information prepared andfurnished to the Company by such holder expressly for use therein, and suchholder will reimburse the Company and each such other indemnified party for anylegal or any other expenses incurred by them in connection with investigatingor defending any such Losses; provided that the obligation to indemnify will beindividual, not joint and several, for each holder.

            (c)Any Person entitled to indemnification hereunder will (i) give prompt writtennotice to the indemnifying party of any claim with respect to which it seeksindemnification (provided that the failure to give prompt notice shall notimpair any Person's right to indemnification hereunder to the extent suchfailure has not prejudiced the indemnifying party) and (ii) unless in suchindemnified party's reasonable judgment a conflict of interest between suchindemnified and indemnifying parties may exist with respect to such claim,permit such indemnifying party to assume the defense of such claim with counselreasonably satisfactory to the indemnified party. If such defense is assumed,then the indemnifying party will not be subject to any liability for anysettlement made by the indemnified party without its consent (but such consentwill not be unreasonably withheld). An indemnifying party who is not entitledto, or elects not to, assume the defense of a claim will not be obligated topay the fees and expenses of more than one counsel for all parties indemnifiedby such indemnifying party with respect to such claim, unless in the reasonablejudgment of any indemnified party a conflict of interest may exist between suchindemnified party and any other of such indemnified parties with respect tosuch claim. 

(d) The indemnificationprovided for under this Agreement shall be in addition to any other rights toindemnification or contribution which any indemnified party may have pursuantto law or contract, and will remain in full force and effect regardless of anyinvestigation made or omitted by or on behalf of the indemnified party or anyofficer, director, or controlling Person of such indemnified party and shallsurvive the transfer of securities.

            7.             Participation inUnderwritten Registrations.

(a) No Person mayparticipate in any underwritten registration hereunder unless such Person (i)agrees to sell such Person's securities on the basis provided in anyunderwriting arrangements approved by the Person or Persons entitled hereunderto approve such arrangements (including pursuant to the terms of anyover-allotment or "green shoe" option requested by the managing underwriter(s),provided that no holder of Registrable Securities will be required to sell morethan the number of Registrable Securities that such holder has requested theCompany to include in any registration) and (ii) completes and executes allquestionnaires, powers of attorney, indemnities, underwriting agreements, andother documents reasonably required under the terms of such underwritingarrangements; provided that no holder of Registrable Securities included in anyunderwritten registration shall be required to make any representations orwarranties to the Company or the underwriters (other than representations andwarranties regarding such holder and such holder's intended method ofdistribution) or to undertake any indemnification obligations to the Company orthe underwriters with respect thereto, except as otherwise provided in Section6 hereof. 

(b) Each Person that isparticipating in any registration hereunder agrees that, upon receipt of anynotice from the Company of the happening of any event of the kind described inSection 4(e) above, such Person will immediately discontinue the disposition ofits Registrable Securities pursuant to the registration statement until suchPerson's receipt of the copies of a supplemented or amended prospectus ascontemplated by Section 4(e). In the event the Company shall give any suchnotice,

 

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the applicable time period mentioned in Section 4(b) during which aRegistration Statement is to remain effective shall be extended by the numberof days during the period from and including the date of the giving of suchnotice pursuant to this Section 7(b) to and including the date when each sellerof a Registrable Security covered by such registration statement shall havereceived the copies of the supplemented or amended prospectus contemplated bySection 4(e). 

          8.        Permitted Transferees. Therights granted hereunder which attach to the Registrable Securities shall beassignable by Investor, and provided each such assignee (each, a "***PermittedTransferee***") becomes a party to this Agreement by executing acounterpart signature page hereto, he shall succeed to all of the rights andobligations of a holder of the Registrable Securities under this Agreement,and, upon such execution, such person shall for all purposes hereof be a holderof Registrable Securities and party to this Agreement. 

           9.           Definitions.

(a)  "***Registrable Securities***" means(i) the Investor Shares or any Common Stock issued or issuable with respect tothe Investor Shares by way of a stock dividend or stock split or in connectionwith a combination of shares, recapitalization, merger, consolidation or otherreorganization; and (ii) any shares of Common Stock held by any PermittedTransferee holding securities described in clause (i) above. As to anyparticular Registrable Securities, such securities shall cease to be RegistrableSecurities when they (i) have been distributed to the public pursuant to anoffering registered under the Securities Act or sold to the public through abroker, dealer, or market maker in compliance with Rule 144 under theSecurities Act (or any similar rule then in force), (ii) have been effectivelyregistered under a registration statement, or (iii) have been repurchased bythe Company. 

            (b)  "***Person***" means a naturalperson, a company or other entity, or a governmental subdivision or agency.

(c)  "***Securities Act***" means theSecurities Act of 1933, as amended, or any successor federal law then in force,together with all rules and regulations promulgated thereunder. 

            10.         Miscellaneous.

(a)  No Inconsistent Agreements. TheCompany shall not hereafter enter into any agreement with respect to itssecurities, which is inconsistent with or violates the rights granted to theholders of Registrable Securities in this Agreement. 

(b) AdjustmentsAffecting Registrable Securities. The Company shall not take any action, orpermit any change to occur, with respect to its securities which wouldadversely affect the ability of the holders of Registrable Securities toinclude such Registrable Securities in a registration undertaken pursuant to thisAgreement or which would adversely affect the marketability of such RegistrableSecurities in any such registration (including effecting a stock split or acombination of shares). 

(c) Remedies. AnyPerson having rights under any provision of this Agreement shall be entitled toenforce such rights specifically to recover damages caused by reason of anybreach of any provision of this Agreement and to exercise all other rightsgranted by law. The parties hereto agree and acknowledge that money damages maynot be an adequate remedy for any breach of the provisions of this Agreementand that any party may in its sole discretion apply to any court of law orequity of competent jurisdiction (without posting any bond or other security)for specific performance and for other injunctive relief in order to enforce orprevent violation of the provisions of this Agreement. Nothing contained inthis Agreement shall be construed to confer upon any Person who is not asignatory hereto any rights or benefits, whether as a third-party beneficiaryor otherwise.  

(d) Amendments andWaivers. Except as otherwise provided herein, no modification, amendment,or waiver of any provision of this Agreement shall be effective against theCompany or the holders of Registrable Securities unless such modification,amendment, or waiver is approved in writing by the Company and the holders ofat least 80% of the Registrable Securities then in existence. No failure by anyparty to insist upon the strict performance of any covenant, duty, agreement,or condition of this Agreement or to exercise any right or remedy consequentupon a breach thereof shall constitute a waiver of any such breach or any othercovenant, duty, agreement, or condition. 

 

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(e) Successors andAssigns. All covenants and agreements in this Agreement by or on behalf ofany of the parties hereto shall bind and inure to the benefit of the respectivesuccessors and assigns of the parties hereto whether so expressed or not. Inaddition, whether or not any express assignment has been made, the provisionsof this Agreement which are for the benefit of purchasers or holders ofRegistrable Securities are also for the benefit of, and enforceable by, anysubsequent holder of Registrable Securities. Notwithstanding the foregoing, in orderto obtain the benefit of this Agreement, any subsequent holder of RegistrableSecurities must execute a counterpart to this Agreement, thereby agreeing to bebound by the terms hereof. 

(f) Severability.Whenever possible, each provision of this Agreement shall be interpreted insuch manner as to be effective and valid under applicable law, but if anyprovision of this Agreement is held to be prohibited by or invalid underapplicable law, such provision shall be ineffective only to the extent of suchprohibition or invalidity, without invalidating the remainder of thisAgreement. 

(g) Counterparts.This Agreement may be executed simultaneously in two or more counterparts,including by facsimile signature, any one of which need not contain thesignatures of more than one party, but all such counterparts taken togethershall constitute one and the same Agreement. 

(h) DescriptiveHeadings. The descriptive headings of this Agreement are inserted forconvenience only and do not constitute a substantive part of this Agreement.Whenever required by the context, any pronoun used in this Agreement shallinclude the corresponding masculine, feminine, or neuter forms, and thesingular form of nouns, pronouns, and verbs shall include the plural and viceversa. The use of the word "including" in this Agreement shall be, in eachcase, by way of example and without limitation. The use of the words "or,""either," and "any" shall not be exclusive. Reference to any agreement,document, or instrument means such agreement, document, or instrument asamended or otherwise modified from time to time in accordance with the termsthereof, and if applicable hereof. 

(i) Governing Law.All issues and questions concerning the construction, validity, interpretation,and enforcement (including issues and questions concerning the relative rightsof the Company and its stockholders) of this Agreement and the exhibits andschedules hereto shall be governed by, and construed in accordance with, thelaws of the State of Delaware, without giving effect to any choice of law orconflict of law rules or provisions (whether of the State of Delaware or anyother jurisdiction) that would cause the application of the laws of anyjurisdiction other than the State of Delaware. Venue for any legal actionarising hereunder shall be exclusively in Harris County, Texas. 

(j) Notices. Allnotices, demands, or other communications to be given or delivered under or byreason of the provisions of this Agreement shall be in writing and shall bedeemed to have been given when delivered personally to the recipient, sent tothe recipient by reputable overnight courier service (charges prepaid) ormailed to the recipient by certified or registered mail, return receiptrequested and postage prepaid. Such notices, demands, and other communicationsshall be sent to each holder of Registrable Securities at the addressesindicated on the Schedule of Holders and to the Company at the address of itscorporate headquarters or to such other address or to the attention of suchother person as the recipient party has specified by prior written notice tothe sending party. 

(k) Entire Agreement.This Agreement, those documents expressly referred to herein and otherdocuments of even date herewith embody the complete agreement and understandingamong the parties and supersede and preempt any prior understandings,agreements or representations by or among the parties, written or oral, whichmay have related to the subject matter hereof in any way. 

(l) No StrictConstruction. The parties hereto have participated jointly in thenegotiation and drafting of this Agreement. In the event an ambiguity orquestion of intent or interpretation arises, this Agreement shall be construedas if drafted jointly by the parties hereto, and no presumption or burden ofproof shall arise favoring or disfavoring any party by virtue of the authorshipof any of the provisions of this Agreement.

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(m) Waiver of Rightto Jury Trial. Each Party hereto expressly waives any and all rights to atrial by jury in any action, proceeding or counterclaim (whether based oncontract, tort, or otherwise) arising out of or relating to this Agreement orany of the transactions contemplated hereby. 

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IN WITNESS WHEREOF, the parties have executed thisRegistration Agreement as of the date first written above.

**COMPANY:**

**NEXTGEN COMMUNICATIONS CORPORATION**

By:                                                                  Name:                                                             Title:                                                                 

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**INVESTOR:**

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** **                                                                       Printed Name of Investor

                                                                       Signature of Investor

Name of signatory (for entities only):                                         Title (for entities only):                                                               

 

 

 

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