REGISTRATION RIGHTS AGREEMENT



     REGISTRATION  RIGHTS  AGREEMENT  dated  this  19th  day of July, 2001 (this
"Agreement"),  between  Emergent  Financial Group, Inc., a Delaware corporation,
with  principal executive offices located at 232-10711 Cambie Road, Richmond, BC
(the  "Company"),  and Shareholders (the "Shareholders") holding Senior Series E
Secured  Preferred  Stock (the "Stock"), Shareholder represented by their Agent,
Arland  D.  Dunn,  1489  E.  Thousand  Oaks  Boulevard,  No.  2,  Thousand Oaks,
California  91359  (the  "Agent").

                               W I T N E S S E T H
                               -------------------

     WHEREAS,  upon  the  terms and subject to the conditions of the Shareholder
Agreement  and  Plan of Reorganization dated July 19, 2001 (the "Plan"), for the
Acquisition  of KeyCom, Inc. by Emergent Financial Group, Inc. ("Emergent"), the
Company  has  agreed  to  issue  250,000 E senior preferred shares with a stated
value  of  $100 per share which, upon the terms and subject to the conditions of
the  Certificate  of  Designations  of  Rights,  Preferences  and Privileges and
Restrictions  of  Series E Preferred Stock (the "Certificate of Designations") ;
and

     WHEREAS,  to  induce  the  Shareholders to execute and deliver the Plan the
Company  has  agreed  to  provide  with  respect  to  the Common Stock issued or
issuable  upon  conversion  of  the  Preferred Stock certain registration rights
under  the  Securities  Act;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
contained  herein,  the  parties  hereto,  intending to be legally bound, hereby
agree  as  follows:

     1.     DEFINITIONS.

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

          (i)     "AFFILIATE"  of  any specified  Person  means any other Person
who  directly,  or  indirectly through one or more intermediaries, is in control
of,  is  controlled  by, or is under common control with, such specified Person.
For  purposes  of this definition, control of a Person means the power, directly
or  indirectly,  to direct or cause the direction of the management and policies
of  such Person whether by contract, securities, ownership or otherwise; and the
terms "controlling" and "controlled" have the respective meanings correlative to
the  foregoing.

          (ii)    "COMMISSION"  means  the  Securities  and Exchange Commission.

          (iii)   "EXCHANGE ACT"  means  the Securities Exchange Act of 1934 and
the rules and regulations of the Commission thereunder, or any similar successor
statute.

          (iv)    "SHAREHOLDER"  means the Shareholders, as represented by their
Agent.  Shareholder and any transferee or assignee of Registrable Securities who
agrees  to become bound by all of the terms and provisions of this Agreement and
all  other  Agreements  made  by  the  Shareholders  (or  their  Agent  in  a
representative  capacity)  relative to the securities subject of this Agreement,
and  in  accordance  with  SECTION  8  hereof.


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          (v)     "MARKET  PRICE" on any date of determination means the closing
bid  price  of  a  share of Common Stock on such day as reported on the American
Stock Exchange, or Nasdaq SmallCap Market ("NASDAQ") or, if such security is not
listed  or admitted to trading on the NASDAQ, on the principal national security
exchange  or  quotation  system  on  which  such security is quoted or listed or
admitted  to  trading  (including  the OTC Bulletin Board), or, if not quoted or
listed  or  admitted to trading on any national securities exchange or quotation
system,  the  closing bid price of such security on the over--the-counter market
on  the  day  in  question  as  reported  by  the  National  Quotation  Bureau
Incorporated,  or  a  similar generally accepted reporting service, or if not so
available, in such manner as furnished by any NASDAQ member firm of the National
Association  of Securities Dealers, Inc. selected from time to time by the Board
of  Directors  of  the  Company  for that purpose, or a price determined in good
faith by the Board of Directors of the Company as being equal to the fair market
value  thereof,  as  the  case  may  be.

          (vi)    "PERSON"  means  any  individual,  partnership,  corporation,
limited  liability  company,  joint  stock  company,  association,  trust,
unincorporated  organization, or a government or agency or political subdivision
thereof.

          (vii)   "PROSPECTUS"  means  the  prospectus  (including"  without
limitation,  any  preliminary prospectus and any final prospectus filed pursuant
to Rule 424(b) under the Securities Act, including any prospectus that discloses
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  on  Rule  430A  under the Securities Act)
included  in  the  Registration  Statement,  as  amended  or supplemented by any
prospectus  supplement  with respect to the terms of the offering of any portion
of  the  Registrable Securities covered by the Registration Statement and by all
other  amendments  and  supplements  to  such prospectus, including all material
incorporated  by  reference in such prospectus and all documents filed after the
date  of  such prospectus by the Company under the Exchange Act and incorporated
by  reference  therein.

          (viii)  "REGISTRABLE  SECURITIES"  means  the  Common  Stock issued or
issuable  upon  conversion of the Preferred Stock; provided, however, a share of
                                                   -------- --------
Common  Stock  shall  cease  to  be  a Registrable Security for purposes of this
Agreement  when  it  no  longer  is  a  Restricted  Security.

          (ix)    "REGISTRATION STATEMENT" means a registration statement of the
Company  filed on an appropriate form under the Securities Act providing for the
registration  of,  and  the sale on a continuous or delayed basis by the holders
of,  all of the Registrable Securities pursuant to Rule 415 under the Securities
Act,  including the Prospectus contained therein and forming a part thereof, any
amendments  to  such  registration statement and supplements to such Prospectus,
and  all  exhibits  and  other  material  incorporated  by  reference  in  such
registration  statement  and  Prospectus.

          (x)     "RESTRICTED  SECURITY"  means any share of Common Stock issued
or  issuable  upon conversion of the Preferred Stock, except any such share that
(i)  has  been  registered pursuant to an effective registration statement under
the  Securities Act and sold in a manner contemplated by the Prospectus included
in  the Registration Statement, (ii) has been transferred in compliance with the
resale  provisions  of  Rule  144  under  the  Securities  Act (or any successor


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provision  thereto)  or  is  transferable  pursuant to paragraph (k) of Rule 144
under  the  Securities  Act  (or  any  successor  provision  thereto),  or (iii)
otherwise  has  been  transferred and a new share of Common Stock not subject to
transfer  restrictions  under  the  Securities  Act  has been delivered by or on
behalf  of  the  Company.

          (xi)    "SECURITIES  ACT"  means  the  Securities  Act of 1933 and the
rules  and,  regulations  of the Commission thereunder, or any similar successor
statute.

     (b)  All  capitalized terms used and not defined herein have the respective
meaning  assigned  to  them  in  the  Securities  Purchase  Agreement.

     2.     REGISTRATION.

     (a)     FILING  AND  EFFECTIVENESS  OF  REGISTRATION STATEMENT. The Company
shall  prepare and file with the Commission in compliance with the provisions of
the  Plan  a  Registration  Statement  relating  to  the  offer  and sale of the
Registrable Securities and shall use its best efforts to cause the Commission to
declare  such  Registration  Statement  effective  under  the  Securities Act as
promptly  as practicable but not later than 60 days  after the expiration of the
preemptive  l  call  right  as  described  in Section 5.14 of the Certificate of
Designations.  The  Company  shall notify the Shareholder by written notice that
such Registration Statement has been declared effective by the Commission within
one  business  day  of  such  declaration  by  the  Commission.

     (b)     REGISTRATION  DEFAULT.  If  the Registration Statement covering the
Registrable  Securities  or the Additional Registrable Securities (as defined in
Section  2  (d)  hereof) required to be filed by the Company pursuant to Section
2(a)  or  2(d)  hereof,  as  the  case  may  be,  is  not  (i)  filed  with  the
Commissionwithin  60  days  after  the date required by the Planr (the "Required
Date")  (ii)  declared  effective  by  the  Commission  within 90 days after the
Required Date, or if the Commission notifies the Company that it will not review
the  Registration  Statement  and  the  Registration  Statement  is not declared
effective  not  later than seven business days thereafter (any of which, without
duplication,  an  "Initial  Date"),  then  the  Company  shall
ShareholdersShareholdersShareholders, such failure shall be regarded as an Event
of  Default,  pursuant  to the Security Agreement of even date herewith to which
the  Shareholders  and  the  Company  are  party,  incorporated  by  reference.

     As  used  in this Section 2 (b), "Computation Date" means the date which is
30 days after the Initial Date and, if the Registration Statement required to be
filed  by the Company pursuant to Section 2(a) has not theretofore been declared
effective  by  the  Commission,  each  date  which is 30 days after the previous
Computation  Date  until  such  Registration Statement is so declared effective.

     The  registration  of  the  Securities pursuant to this provision shall not
affect  or  limit  Shareholder's  other  rights or remedies as set forth in this
Agreement.

     (c)  ELIGIBILITY  FOR USE OF FORM S-3. The Company agrees that at such time
as  it  meets  all  the  requirements for the use of Securities Act Registration
Statement  on  Form S-3 it shall file all reports and information required to be
filed  by  it  with  the  Commission  in a timely manner and take all such other
action  so  as  to  maintain  such  eligibility  for  the  use  of  such  form.


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     (d)  PIGGY-BACK  REGISTRATIONS. (i) If the Company proposes to register any
of its warrants, Common Stock or any other shares of common stock of the Company
under  the  Securities  Act (other than a registration (A) on Form S-8 or S-4 or
any successor or similar forms, (B) relating to Common Stock or any other shares
of  common stock of the Company issuable upon exercise of employee share options
or in connection with any employee benefit or similar plan of the Company or (C)
in  connection  with  a direct or indirect acquisition by the Company of another
Person  or  any  transaction  with  respect  to which Rule 145 [or any successor
provision)  under  the  Securities Act applies], whether or not for sale for its
own account, it will each such time, give prompt written notice at least 20 days
prior  to  the anticipated filing date of the registration statement relating to
such  registration  to  the  Shareholders,  which  notice  shall  set forth such
Shareholders'  rights  under  this Section 2(e) and shall offer the Shareholders
the  opportunity  to  include  in  such  registration  statement  such number of
Registrable  Securities  as the Initial Shareholders or their Agent may request.
Upon  the written request of an Shareholders made within ten (10) days after the
receipt  of  notice  from the Company (which request shall specify the number of
Registrable Securities intended to be disposed of by such Initial Shareholders),
the  Company  will  use  its  best  efforts to effect the registration under the
Securities  Act  of  all  Registrable  Securities  that  the Company has been so
requested  to  register  by the Initial Shareholders, to the extent requisite to
permit  the  disposition  of  the  Registrable  Securities  so to be registered;
provided, however, that (I) if such registration involves a public offering, the
Shareholders must sell their Registrable Securities to the underwriters selected
as  provided in Section 2(f) hereof on the same terms and conditions as apply to
the  Company  and  (II)  if,  at  any  time  after  giving written notice of its
intention  to register any Registrable Securities pursuant to this Section 2 (e)
and  prior  to  the  effective  date  of  the  registration  statement  filed in
connection  with  such  registration, the Company shall determine for any reason
not  to  register  such  Registrable  Securities, the Company shall give written
notice  to  the Shareholders and, thereupon, shall be relieved of its obligation
to register any Registrable Securities in connection with such registration. The
Company's  obligations  under this Section 2(e) shall terminate on the date that
the  registration  statement  to  be  filed  in  accordance with Section 2(a) is
declared  effective  by  the  Commission.

     (ii)  If  a  registration  pursuant  to this Section 2(e) involves a public
offering  and  the managing underwriter thereof advises the Company that, in its
view,  the number of shares of Common Stock or other shares of Common Stock that
the  Company and the Shareholders intend to include in such registration exceeds
the  largest  number  of shares of Common Stock or Warrants (including any other
shares  of  Common  Stock  or  Warrants of the Company) that can be sold without
having  an adverse effect on such public offering (the "Maximum Offering Size"),
the  Company  will  include  in such registration, only that number of shares of
Common  Stock  or  Warrants,  as applicable, such that the number of Registrable
Securities  registered  does  not  exceed  the  Maximum  Offering Size, with the
difference  between  the  number  of shares in the Maximum Offering Size and the
number  of  shares  to be issued by the Company to be allocated (after including
all  shares  to  be  issued  and  sold by the Company) among the Company and the
Shareholders  pro  rata  on  the  basis  of  the  relative number of Registrable
Securities  offered  for sale under such registration by each of the Company and
the  Shareholders.

     If  as  a result of the proration provisions of this Section 2 (e)(ii), any
Shareholders  is not entitled to include all such Registrable Securities in such
registration, such Shareholders may elect to withdraw its request to include any
Registrable  Securities  in  such  registration.  With  respect to registrations
pursuant  to this Section 2(e), the number of securities required to satisfy any
underwriter's  over-allotment  option  shall  be  allocated  pro  rata among the
Company  and  the Shareholders on the basis of the relative number of securities
otherwise  to  be  included  by each of them in the registration with respect to
which  such  over-allotment  option  relates.


<PAGE>
          3.  Obligations of the Company. In connection with the registration of
the  Registrable  Securities,  the  Company  shall:

     (a)     Promptly  (i)  prepare and file with the Commission such amendments
(including  post-effective  amendments)  to  the  Registration  Statement  and
supplements  to  the  Prospectus  as  may  be necessary to keep the Registration
Statement  continuously  effective  and in compliance with the provisions of the
Securities  Act  applicable  thereto so as to permit the Prospectus forming part
thereof to be current and useable by Shareholders for resales of the Registrable
Securities  for a period of three years  from the date on which the Registration
Statement  is  first declared effective by the Commission (the "Effective Time")
or  such  shorter period that will terminate when all the Registrable Securities
covered  by  the  Registration  Statement  have  been  sold  pursuant thereto in
accordance with the plan of distribution provided in the Prospectus, transferred
pursuant  to  Rule  144  under  the Securities Act or otherwise transferred in a
manner  that  results  in the delivery of new securities not subject to transfer
restrictions  under the Securities Act (the "Registration Period") and (ii) take
all  lawful  action  such  that  each  of (A) the Registration Statement and any
amendment  thereto  does  not,  when  it  becomes  effective,  contain an 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, not misleading and
(B) the Prospectus forming part of the Registration Statement, and any amendment
or  supplement  thereto,  does  not  at  any time during the Registration Period
include  an 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  under  which  they  were  made,  not  misleading.
Notwithstanding  the foregoing provisions of this Section 3(a), the Company may,
during  the  Registration Period, suspend the use of the Prospectus for a period
not to exceed 20 days (whether or not consecutive) in any 12-month period if the
Board  of  Directors  of  the  Company  determines in good faith that because of
pending  mergers  or  other  business  combination  transactions,  the  planned
acquisition  or  divestiture  of assets, pending material corporate developments
and  similar  events, it is in the best interests of the Company to suspend such
use,  and  prior  to  or contemporaneously with suspending such use, the Company
provides  the  Shareholders with written notice of such suspension, which notice
need  not specify the nature of the event giving rise to such suspension. At the
end  of  any  such suspension period, the Company shall provide the Shareholders
with  written  notice  of  the  termination  of  such  suspension;

     (b)  During  the  Registration  Period,  comply  with the provisions of the
Securities Act with respect to the Registrable Securities of the Company covered
by  the  Registration  Statement  until  such  time  as  all of such Registrable
Securities  have  been  disposed  of  in accordance with the intended methods of
disposition  by  the Shareholders as set forth in the Prospectus forming part of
the  Registration  Statement  or  are  no  longer  Registrable  Securities;

     (c)(i)  Prior  to  the  filing  with  the  Commission  of  any Registration
Statement (including any amendments thereto) and the distribution or delivery of
any Prospectus (including any supplements thereto), provide draft copies thereof
to  the  Shareholders  and  reflect  in  such documents all such comments as the
Shareholders  (and  their  counsel) reasonably may propose with regard to Holder
ownership and the Plan of Distribution included therein and (ii) furnish to each
Shareholder  whose  Registrable  Securities  are  included  in  the Registration
Statement  and  its  legal counsel identified to the Company, (A) promptly after
the  same  is  prepared  and publicly distributed, filed with the Commission, or
received  by  the  Company,  one  copy  of  the  Registration  Statement,  each
Prospectus,  and  each  amendment  or supplement thereto, and (B) such number of
copies  of  the  Prospectus  and all amendments and supplements thereto and such
other  documents,  as  such  Shareholder  may  reasonably  request  in  order to
facilitate  the  disposition  of  the  Registrable  Securities  owned  by  such
Shareholder;


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     (d)(i)  Register  or  qualify  the  Registrable  Securities  covered by the
Registration  Statement  under  such  securities  or  "blue  sky"  laws  of such
jurisdictions  as  the  Shareholders  who  hold  a  majority-in-interest  of the
Registrable  Securities  being  offered  or  the  Shareholder's Agent reasonably
request,  (ii) prepare and file in such jurisdictions such amendments (including
post--effective  amendments)  and  supplements  to  such  registrations  and
qualifications  as may be necessary to maintain the effectiveness thereof at all
times  during  the Registration Period, (iii) take all such other lawful actions
as  may be necessary to maintain such registrations and qualifications in effect
at all times during the Registration Period, and (iv) take all such other lawful
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 (A) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but  for  this  Section  3(d),(B) subject itself to general taxation in any such
jurisdiction  or  (C)  file  a general consent to service of process in any such
jurisdiction;

     (e)  As  promptly as practicable after becoming aware of such event, notify
each  Shareholder  of  the  occurrence  of  any  event, as a result of which the
Prospectus  included  in the Registration Statement, as then in effect, includes
an  untrue  statement  of  a  material  fact  or  omits 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, and
promptly  prepare  an  amendment to the Registration Statement and supplement to
the  Prospectus  to  correct  such  untrue  statement or omission, and deliver a
number  of  copies  of such supplement and amendment to each Shareholder as such
Shareholder  may  reasonably  request;

     (f)  As  promptly as practicable after becoming aware of such event, notify
each  Shareholder  who holds Registrable Securities being sold (or, in the event
of  an  underwritten offering, the managing underwriters) of the issuance by the
Commission  of  any  stop  order or other suspension of the effectiveness of the
Registration  Statement at the earliest possible time and take all lawful action
to  effect  the  withdrawal,  recession  or  removal of such stop order or other
suspension;

     (g)(i)  Cause  all  the  Registrable Securities covered by the Registration
Statement  to  be  listed  on  the  principal  national securities exchange, and
included in an inter-dealer quotation system of a registered national securities
association, on or in which securities of the same class or series issued by the
Company  are  then  listed  or  included;

     (h)  Maintain a transfer agent and registrar, which may be a single entity,
for  the  Registrable  Securities  not  later  than  the  effective  date of the
Registration  Statement;

     (i)  Cooperate  with the Shareholders who hold Registrable Securities being
offered  to  facilitate  the timely preparation and delivery of certificates for
the  Registrable Securities to be offered pursuant to the Registration Statement
and  enable  such  certificates  for  the  Registrable  Securities to be in such
denominations or amounts, as the case may be, as the Shareholders reasonably may
request and registered in such names as the Shareholder may request; and, within
three  business  days  after a Registration Statement which includes Registrable
Securities  is  declared  effective  by  the Commission, deliver and cause legal
counsel  selected  by  the  Company  to  deliver  to  the transfer agent for the
Registrable  Securities  (with  copies  to  the  Shareholders  whose Registrable
Securities  are  included  in  such  Registration  Statement)  an  appropriate
instruction  and,  to  the  extent  necessary,  an  opinion  of  such  counsel;


<PAGE>
     (j) Take all such other lawful actions reasonably necessary to expedite and
facilitate  the  disposition by the Shareholders of their Registrable Securities
in  accordance  with  the  intended  methods therefor provided in the Prospectus
which  are  customary  under  the  circumstances;

     (k)  If  required, make generally available to its security holders as soon
as  practicable,  but  in  any  event  not  later  than  18 months after (i) the
effective  date  (as  defined  in  Rule  158(c) under the Securities Act) of the
Registration  Statement,  and  (ii)  the  effective  date of each post-effective
amendment  to  the  Registration  Statement,  as  the  case  may be, an earnings
statement  of  the  Company and its subsidiaries complying with Section 11(a) of
the  Securities  Act  and the rules and regulations of the Commission thereunder
(including,  at  the  option  of  the  Company,  Rule  158);

     (1)  In  the  event  of  an  underwritten  offering,  promptly  include  or
incorporate  in  a  Prospectus  supplement  or  post-effective  amendment to the
Registration  Statement such information as the managers reasonably agree should
be included therein and to which the Company does not reasonably object and make
all  required  filings of such Prospectus supplement or post-effective amendment
as  soon  as  practicable  after it is notified of the matters to be included or
incorporated  in  such  Prospectus  supplement  or  post-effective  amendment;

     (m)  Enter  into  such  customary  agreements  (including  an  underwriting
agreement  in  customary form in the event of an underwritten offering) and take
such  other  lawful  and  reasonable  action  to  expedite  and  facilitate  the
registration  and  disposition  of the Registrable Securities, and in connection
therewith, if an underwriting agreement is entered into, use its best efforts to
cause  the  same  to  contain  indemnification  provisions  and  procedures
substantially  identical  to  those  set  forth  in  this  Agreement;

     (n)  (i)  Make  reasonably  available  for  inspection by Shareholders, any
underwriter  participating  in  any  disposition  pursuant  to  the Registration
Statement,  and  any  attorney,  accountant  or  other  agent  retained  by such
Shareholders  or  any such underwriter all relevant financial and other records,
pertinent  corporate  documents  and  properties  of  the  Company  and  its
subsidiaries,  and (ii) cause the Company's officers, directors and employees to
supply  all  information  reasonably  requested by such Shareholders or any such
underwriter,  attorney,  accountant or agent in connection with the Registration
Statement, in each case, as is customary for similar due diligence examinations;
provided,  however,  that  all  records,  information  and  documents  that  are
--------   -------
designated  in  writing  by  the  Company,  in  good  faith,  as  confidential,
proprietary  or  containing  any  material  non-public information shall be kept
confidential by such Shareholders and any such underwriter, attorney, accountant
or  agent  (pursuant  to an appropriate confidentiality agreement in the case of
any  such  holder or agent), unless such disclosure is made pursuant to judicial
process  in  a  court  proceeding (after first giving the Company an opportunity
promptly  to  seek  a  protective  order  or  otherwise  limit  the scope of the
information  sought  to  be  disclosed)  or is required by law, or such records,
information  or  documents become available to the public generally or through a
third  party  not in violation of an accompanying obligation of confidentiality;
and provided further that, if the foregoing inspection and information gathering
    ----------------
would  otherwise  disrupt the Company's conduct of its business, such inspection
and  information gathering shall, to the maximum extent possible, be coordinated
on behalf of the Shareholders and the other parties entitled thereto by one firm
of counsel designed by and on behalf of the majority in interest of Shareholders
and  other  parties;


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     (o) In connection with any underwritten offering, make such representations
and  warranties  to the Shareholders participating in such underwritten offering
and to the managers, in form, substance and scope as are customarily made by the
Company  to  underwriters  in  secondary  underwritten  offerings;

     (p)  In  connection  with  any  underwritten  offering,  obtain opinions of
counsel  to  the  Company  (which  counsel  and  opinions  [in  form,  scope and
substance]  shall  be  reasonably satisfactory to the managers) addressed to the
underwriters,  covering  such  matters  as  are  customarily covered in opinions
requested  in  secondary  underwritten  offerings;

     (q)  In  connection  with  any underwritten offering, obtain "cold comfort"
letters  and  updates  thereof  from  the  independent public accountants of the
Company  (and,  if  necessary,  from  the  independent public accountants of any
subsidiary  of  the  Company or of any business acquired by the Company, in each
case  for  which financial statements and financial data are, or are required to
be,  included  in  the  Registration  Statement),  addressed to each underwriter
participating  in  such  underwritten offering (if such underwriter has provided
such  letter,  representations or documentation, if any, required for such "cold
comfort"  letter  to be so addressed), in customary form and covering matters of
the  type  customarily  covered  in  "cold  comfort"  letters in connection with
secondary  underwritten  offerings;

     (r)  In  connection  with any underwritten offering, deliver such documents
and  certificates  as  may  be  reasonably required by the managers, if any; and

     (s)  In  the event that any broker-dealer registered under the Exchange Act
shall  be  an  "Affiliate"  (as  defined  in  Rule  2729(b)(1)  of the rules and
regulations  of  the National Association of Securities Dealers, Inc. [the "NASD
Rules"]  [or any successor provision thereto]) of the Company or has a "conflict
of  interest" (as defined in Rule 2720(b)(7) of the NASD Rules (or any successor
provision  thereto))  and  such broker-dealer shall underwrite, participate as a
member  of  an  underwriting  syndicate  or  selling  group  or  assist  in  the
distribution  of  any  Registrable  Securities  covered  by  the  Registration
Statement,  whether  as  a  holder  of  such  Registrable  Securities  or  as an
underwriter,  a  placement  or  sales  agent  or  a  broker or dealer in respect
thereof,  or otherwise, the Company shall assist such broker-dealer in complying
with  the  requirements of the NASD Rules, including, without limitation, by (A)
engaging  a  "qualified independent underwriter" (as defined in Rule 2720(b)(15)
of  the  NASD  Rules [or any successor provision thereto[) to participate in the
preparation  of  the  Registration  Statement  relating  to  such  Registrable
Securities,  to exercise usual standards of due diligence in respect thereof and
to  recommend  the  public  offering  price  of such Registrable Securities, (B)
indemnifying  such  qualified  independent  underwriter  to  the  extent  of the
indemnification  of underwriters provided in Section 5 hereof, and (C) providing
such  information  to  such  broker-dealer  as may be required in order for such
broker--dealer  to  comply  with  the  requirements  of  the  NASD  Rules.

     4.  OBLIGATIONS OF THE SHAREHOLDERS. In connection with the registration of
the  Registrable  Securities,  the  Shareholders  shall  have  the  following
obligations:

     (a)  It shall be a condition precedent to the obligations of the Company to
complete  the  registration  pursuant  to  this  Agreement  with  respect to the
Registrable  Securities  of a particular Shareholder that such Shareholder shall
promptly  furnish  to  the  Company  such  information  regarding  itself,  the
Registrable  Securities held by it and the intended method of disposition of the
Registrable  Securities held by it as shall be reasonably required to effect the
registration  of such Registrable Securities and shall execute such documents in


<PAGE>
connection  with such registration as the Company may reasonably request. If the
Shareholder  does  not  furnish  adequate  information  in  order  to  obtain an
effective registration statement for either the parent or the KeyCom subsidiary,
the period within which the company is obligated to register the shares shall be
extended  until the shareholder corrects the deficiency and during the period of
deficiency,  as  determined  by  the  filer,  the  provision  under the Security
Agreement  are tolled. As least seven days prior to the first anticipated filing
date  of  the  Registration  Statement,  the  Company shall promptly notify each
Shareholder  of  the information the Company requires from each such Shareholder
(the  "Requested  Information")  if  such  Shareholder elects to have any of its
Registrable  Securities  included in the Registration Statement. If at least two
business  days prior to the anticipated filing date the Company has not received
the  Requested Information from an Shareholder (a "Non-Responsive Shareholder"),
then  the  Company  may  file  the  Registration  Statement  without  including
Registrable  Securities  of  such Non-Responsive Shareholder and have no further
obligations  to  the  Non-Responsive  Shareholder;

     (b) Each Shareholder by its acceptance of the Registrable Securities agrees
to  cooperate  with the Company in connection with the preparation and filing of
the  Registration  Statement hereunder, unless such Shareholder has notified the
Company  in writing of its election to exclude all of its Registrable Securities
from  the  Registration  Statement;  and

     (c)  Each  Shareholder  agrees  that,  upon  receipt of any notice from the
Company  of the occurrence of any event of the kind described in Section 3(e) or
3(f), it shall immediately discontinue its disposition of Registrable Securities
pursuant  to  the  Registration  Statement  covering such Registrable Securities
until  such  Shareholder's  receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 3(e) and, if so directed by the Company, such
Shareholder  shall  deliver  to  the  Company (at the expense of the Company) or
destroy  (and deliver to the Company a certificate of destruction) all copies in
such  Shareholder's  possession,  of  the  Prospectus  covering such Registrable
Securities  current  at  the  time  of  receipt  of  such  notice.

     5.  EXPENSES  OF  REGISTRATION.  All  expenses,  other  than  underwriting
discounts and commissions, incurred in connection with registrations, filings or
qualifications  pursuant  to  Section  3, but including, without limitation, all
registration,  listing,  and  qualifications. fees, printing and engraving fees,
accounting  fees,  and the fees and disbursements of counsel for the Company and
the reasonable fees and disbursements of one firm of counsel to the holders of a
majority in interest of the Registrable Securities (which fees and disbursements
shall  not  exceed  $7,500)  shall  be  borne  by  the  Company.

     6.     INDEMNIFICATION  AND  CONTRIBUTION.

     (a)  Indemnification  by  the Company. The Company shall indemnify and hold
          --------------------------------
harmless  each  Shareholder  and  its  Agent and each underwriter, if any, which
facilitates  the  disposition  of  Registrable  Securities,  and  each  of their
respective  officers and directors and each person who controls such Shareholder
or underwriter within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act (each such person being sometimes hereinafter referred to
as  an  "Indemnified  Person")  from  and against any losses, claims, damages or
liabilities,  joint  or  several,  to  which  such Indemnified 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  an  untrue  statement  or  alleged  untrue  statement  of  a material fact
contained  in  any  Registration Statement or an omission or alleged omission to
state therein 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, or arise out of or are based upon an untrue statement or


<PAGE>
alleged  untrue  statement  of a material fact contained in any Prospectus or an
omission  or  alleged  omission  to state therein a material fact required to be
stated  therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and the Company hereby
agrees  to  reimburse such Indemnified Person for all reasonable legal and other
expenses incurred by them in connection with investigating or defending any such
action  or claim as and when such expenses are incurred; provided, however, that
                                                         --------  -------
the  Company shall not be liable to any such Indemnified Person in any such case
to the extent that any such loss, claim, damage or liability arises out of or is
based  upon  (i)  an untrue statement or alleged untrue statement made in, or an
omission  or alleged omission from, such Registration Statement or Prospectus in
reliance  upon  and  in  conformity  with  written  information furnished to the
Company by such Indemnified Person expressly for use therein or (ii) in the case
of  the occurrence of an event of the type specified in Section 3(e), the use by
the  Indemnified Person of an outdated or defective Prospectus after the Company
has  provided  to  such  Indemnified Person an updated Prospectus correcting the
untrue  statement  or  alleged  untrue statement or omission or alleged omission
giving  rise  to  such  loss,  claim,  damage  or  liability.

     (b)  Indemnification by the Shareholders and Underwriters. Each Shareholder
          ----------------------------------------------------
agrees,  as  a consequence of the inclusion of any of its Registrable Securities
in a Registration Statement, and each underwriter, if any, which facilitates the
disposition  of  Registrable  Securities  shall  agree,  as  a  consequence  of
facilitating  such  disposition  of  Registrable  Securities,  severally and not
jointly,  to  (i)  indemnify  and  hold  harmless  the  Company,  its  directors
(including any person who, with his or her consent, is named in the Registration
Statement  as  a  director  nominee  of  the Company), its officers who sign any
Registration  Statement and each person, if any, who controls the Company within
the  meaning  of  either  Section  15 of the Securities Act or Section 20 of the
Exchange  Act,  against  any losses, claims, damages or liabilities to which the
Company  or  such  other persons 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 an untrue statement or alleged
untrue  statement of a material fact contained in such Registration Statement or
Prospectus 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,  in  light  of the circumstances under which they were
made,  in  the  case  of  the  Prospectus),  not misleading, in each case to the
extent,  but  only  to  the extent, that such untrue statement or alleged untrue
statement  or  omission  or  alleged  omission  was made in reliance upon and in
conformity  with  written information furnished to the Company by such holder or
underwriter  expressly  for  use therein, and (ii) reimburse the Company for any
legal or other expenses incurred by the Company in connection with investigating
or  defending  any  such  action  or  claim  as  such  expenses  are  incurred.

     (c)  Notice  of  Claims,  etc.  Promptly  after  receipt by a party seeking
          ------------------------
indemnification  pursuant  to this Section 6 (an "Indemnified Party") of written
notice  of  any  investigation,  claim, proceeding or other action in respect of
which  indemnification  is being sought (each, a "Claim"), the Indemnified Party
promptly  shall  notify  the party against whom indemnification pursuant to this
Section  6  is  being  sought  (the  "Indemnifying  Party")  of the commencement
thereof;  but the omission to so notify the Indemnifying Party shall not relieve
it  from  any  liability  that  it  otherwise may have to the Indemnified Party,
except  to  the  extent that the Indemnifying Party is materially prejudiced and
forfeits  substantive  rights  and  defenses  by  reason  of  such  failure.  In
connection  with  any  Claim, the Indemnifying Party shall be entitled to assume
the  defense thereof. Notwithstanding the assumption of the defense of any Claim
by  the Indemnifying Party, the Indemnified Party shall have the right to employ
separate  legal counsel and to participate in the defense of such Claim, and the
Indemnifying  Party  shall  bear  the  reasonable fees, out-of--pocket costs and


<PAGE>
expenses  of  such  separate legal counsel to the Indemnified Party if (and only
if):  (x)  the  Indemnifying Party shall have agreed to pay such fees, costs and
expenses,  (y) the Indemnified Party and the Indemnifying Party shall reasonably
have  concluded that representation of the Indemnified Party by the Indemnifying
Party  by  the  same legal counsel would not be appropriate due to actual or, as
reasonably determined by legal counsel to the Indemnified Party, (i) potentially
differing  interests  between such parties in the conduct of the defense of such
Claim, or (ii) if there may be legal defenses available to the Indemnified Party
that  are  in  addition to or disparate from those available to the Indemnifying
Party  and  which  can not be presented by counsel to the Indemnifying Party, or
(z)  the Indemnifying Party shall have failed to employ legal counsel reasonably
satisfactory  to  the Indemnified Party within a reasonable period of time after
notice  of  the  commencement  of  such  Claim. If the Indemnified Party employs
separate  legal counsel in circumstances other than as described in clauses (x),
(y)  or  (z)  above, the fees, costs and expenses of such legal counsel shall be
borne  exclusively  by  the  Indemnified  Party.  Except  as provided above, the
Indemnifying  Party  shall  not,  in  connection  with  any  Claim  in  the same
jurisdiction,  be  liable  for  the  fees  and expenses of more than one firm of
counsel for the Indemnified Party (together with appropriate local counsel). The
Indemnifying  Party  shall  not,  without  the  prior  written  consent  of  the
Indemnifying Party (which consent shall not unreasonably be withheld), settle or
compromise  any  Claim  or  consent  to  the entry of any judgment that does not
include  an unconditional release of the Indemnifying Party from all liabilities
with  respect  to  such  Claim  or  judgment.

     (d)  Contribution.If  the indemnification provided for in this Section 6 is
          -------------
unavailable  to  or  insufficient  to  hold harmless an Indemnified Person under
subsection  (a)  or  (b)  above  in  respect  of  any losses, claims, damages or
liabilities  (or  actions  in  respect  thereof)  referred to therein, then each
Indemnifying  Party  shall  contribute  to  the  amount  paid or payable by such
Indemnified Party as a result of such losses, claims, damages or liabilities (or
actions  in respect thereof) in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party and the Indemnified Party in connection
with  the statements or omissions which resulted in such losses, claims, damages
or  liabilities  (or  actions in respect thereof), as well as any other relevant
equitable  considerations.  The  relative  fault  of such Indemnifying Party and
Indemnified  Party  shall  be  determined  by  reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged  omission  to  state  a material fact relates to information supplied by
such  Indemnified  Party or by such Indemnified Party, and the parties' relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such  statement  or omission. The parties hereto agree that it would not be just
and  equitable if contribution pursuant to this Section 6 (d) were determined by
pro  rata  allocation (even if the Shareholders or any underwriters were treated
as  one entity for such purpose) or by any other method of allocation which does
not  take  account  of  the equitable considerations referred to in this Section
6(d).  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  shall  be  deemed  to  include  any  legal  or other fees or 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.  The  obligations  of  the  Shareholders  and any
underwriters  in  this Section 6(d) to contribute shall be several in proportion
to  the  percentage of Registrable Securities registered or underwritten, as the
case  may  be,  by  them  and  not  joint.


<PAGE>
     (e)  Notwithstanding any other provision of Section 6(d), in no event shall
any  (i)  Shareholder  be  required  to  undertake liability to any person under
Section  6(d)  for any amounts in excess of the dollar amount of the proceeds to
be  received by such Shareholder from the sale of such Shareholder's Registrable
Securities  (after  deducting  any  fees,  discounts  and commissions applicable
thereto)  pursuant  to  any  Registration Statement under which such Registrable
Securities are to be registered under the Securities Act and (ii) underwriter be
required  to  undertake  liability  to  any  Person hereunder for any amounts in
excess  of  the  aggregate discount, commission or other compensation payable to
such  underwriter  with respect to the Registrable Securities underwritten by it
and  distributed  pursuant  to the Registration Statement; provided, however, in
the  event of fraud by the Shareholder (in the case of (i) above) or underwriter
(in  the  case  of (ii) above), there shall be no such dollar amount limitation.

     (f)  The  obligations  of  the  Company  under  this  Section 6 shall be in
addition  to  any  liability  which  the  Company  may  otherwise  have  to  any
Indemnified  Person  and  the  obligations  of any Indemnified Person under this
Section  6  shall  be in addition to any liability which such Indemnified Person
may  otherwise  have to the Company. The remedies provided in this Section 6 are
not  exclusive and shall not limit any rights or remedies which may otherwise be
available  to  an  indemnified  party  at  law  or  in  equity.

     7.  RULE  144.  With  a  view  to  making available to the Shareholders the
benefits  of  Rule  144  under  the  Securities Act or any other similar rule or
regulation  of  the  Commission  that may at any time permit the Shareholders to
sell  securities of the Company to the public without registration ("Rule 144"),
the  Company  agrees  to  use  its  best  efforts  to:

     (a)     comply  with  the  provisions of paragraph (c) (1) of Rule 144; and

     (b)     file  with  the Commission in a timely manner all reports and other
documents  required  to  be filed by the Company pursuant to Section 13 or 15(d)
under  the  Exchange  Act;  and,  if at any time it is not required to file such
reports  but in the past had been required to or did file such reports, it will,
upon the request of any Holder, make available other information as required by,
and so long as necessary to permit sales of, its Registrable Securities pursuant
to  Rule  144.

     8.  ASSIGNMENT.  The  rights  to  have  the  Company  register  Registrable
Securities  pursuant  to  this  Agreement shall be automatically assigned by the
Shareholders  to  any  permitted  transferee  of  all  or  any  portion  of such
securities  (or  all  or  any  portion  of any Preferred Stock or Warrant of the
Company  which  is  convertible  into such securities) of Registrable Securities
only  if:  (a) the Shareholder agrees in writing with the transferee or assignee
to  assign such rights, and a copy of such agreement is furnished to the Company
within  a  reasonable  time  after such assignment, (b) the Company is, within a
reasonable time after such transfer or assignment, furnished with written notice
of  (i)  the  name  and  address  of  such  transferee  or assignee and (ii) the
securities  with respect to which such registration rights are being transferred
or  assigned,  (c)  immediately  following  such  transfer  or  assignment,  the
securities  so  transferred or assigned to the transferee or assignee constitute
Restricted  Securities,  and  (d) at or before the time the Company received the
written  notice  contemplated  by  clause (b) of this sentence the transferee or
assignee agrees in writing with the Company to be bound by all of the provisions
contained  herein.

     9. AMENDMENT AND WAIVER. Any provision 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 Shareholders who hold a majority--interest of the
Registrable Securities. Any amendment or waiver effected in accordance with this
Section  9  shall  be  binding  upon  each  Shareholder  and  the  Company.


<PAGE>
     10.     MISCELLANEOUS.

     (a)  A  person  or  entity  shall  be  deemed to be a holder of Registrable
Securities  whenever  such  person  or  entity  owns  of record such Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two  or  more  persons  or  entities  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)  Except  as  may  be  otherwise  provided  herein,  any notice or other
communication  or  delivery  required or permitted hereunder shall be in writing
and shall be delivered personally or sent by certified mail, postage prepaid, or
by  a nationally recognized overnight courier service, and shall be deemed given
when  so  delivered  personally  or by overnight courier service, or, if mailed,
three (3) days after the date of deposit in the United States mails, as follows:

     (1)  if  to  the  Company,  to:

          Emergent  Financial  Group,  Inc
          323-10711Cambie  Road
          Suite  718
          Richmond  BC
          Attention:  Jason  Galanis
     (2)  if  to  the  Initial  Shareholder,  to:

          Arland  D.  Dunn,  Agent
          1489  E.  Thousand  Oaks  Boulevard,  No.  2
          Thousand  Oaks,  California  91359

     (3)     if  to  any  other Shareholder, at such address as such Shareholder
shall  have  provided  in  writing  to  the  Company.

The Company, the Initial Shareholder or any Shareholder may change the foregoing
address  by  notice  given  pursuant  to  this  Section  10(c).

     (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  California.  Each  of the parties consents to the
jurisdiction  of  the  federal  courts whose districts encompass any part of the
City  of  Los  Angeles or the state courts of the State of California sitting in
the  City  of  Los  Angeles  in  connection  with any dispute arising under this
Agreement  and  hereby  waives,  to  the  maximum  extent  permitted by law, any
objection including any objection based on forum non conveniens, to the bringing
of  any  such  proceeding  in  such  jurisdictions.

     (e)  The  remedies  provided  in  this  Agreement  are  cumulative  and not
exclusive  of  any remedies provided by law. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid,  illegal, void or unenforceable, the remainder of the terms, provision,
covenants  and  restrictions  set  forth  herein  shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto  shall  use their best efforts to find and employ an alternative means to


<PAGE>
achieve  the  same or substantially the same result as that contemplated by such
term,  provision,  covenant or restriction. It is hereby stipulated and declared
to  be  the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may  be  hereafter  declared  invalid,  illegal,  void  or  unenforceable.

     (f)  The  Company  shall  not  enter into any agreement with respect to its
securities  that constitutes a breach of any of the provisions hereof. Except as
previously  disclosed to the Initial Shareholder, the Company is not currently a
party  to  any agreement granting any registration rights with respect to any of
its  securities  to  any  person  which conflicts with the Company's obligations
hereunder  or  gives  any other party the right to include any securities in any
Registration  Statement  filed  pursuant  hereto.

     (g) This Agreement, the Security Agreement, the Plan of Reorganization, the
Plan  of  Merger  and  the  Certificate  of  Designations  constitute the entire
agreement  among  the  parties hereto with respect to the subject matter hereof.
There  are  no  restrictions,  promises,  warranties or undertakings, other than
those  set  forth or referred to herein. This Agreement, the Securities Purchase
Agreement,  the Certificate of Designations and the Warrants supersede all prior
agreements and undertakings among the parties hereto with respect to the subject
matter  hereof.

     (h)  Subject  to the requirements of Section 8 hereof, this Agreement shall
inure  to  the benefit of and be binding upon the successors and assigns of each
of  the  parties  hereto.

     (i)  All  pronouns  and  any  variations  thereof  refer  to the masculine,
feminine  or  neuter,  singular  or  plural,  as  the  context  may  require.

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

     (k) The Company acknowledges that any failure by the Company to perform its
obligations  under  Section  3, or any delay in such performance could result in
direct  damages  to the Shareholders and the Company agrees that, in addition to
any other liability the Company may have by reason of any such failure or delay,
the  Company  shall  be  liable for all direct damages caused by such failure or
delay.

     (l)  This  Agreement  may  be executed in two or more counterparts, each of
which  shall be deemed an original but all of which shall constitute one and the
same agreement. A facsimile transmission of this signed Agreement shall be legal
and  binding  on  all  parties  hereto.


     IN  WITNESS  WHEREOF,  the  parties  have  caused this Agreement to be duly
executed  and  delivered  as  of  the  date  first  above  written.


                           EMERGENT  FINANICAL  GROUP,  INC.


                           By:  __________________________
                                Jason Galanis, President and CEO:


                           THE  SHAREHOLDERS


                           _______________________________
                                Arland  D.  Dunn,  Agent  and
                                Attorney-in-Fact


<PAGE>