Filed by Automated Filing Services Inc. (604) 609-0244 - Terax Energy, Inc. - Exhibit 10.8






EXHIBIT 10.8

REGISTRATION RIGHTS AGREEMENT

          This
Registration Rights Agreement (this "Agreement") is made and entered into
as of February 7, 2006, by and among Terax Energy, Inc., a Nevada
corporation (the "Company"), and the investors signatory hereto (each a
"Investor" and collectively, the "Investors").

          This
Agreement is made pursuant to the Securities Purchase Agreement, dated as of the
date hereof among the Company and the Investors (the "Purchase
Agreement").

          The
Company and the Investors hereby agree as follows: 

          1.
Definitions. Capitalized terms used and not otherwise defined herein that
are defined in the Purchase Agreement will have the meanings given such terms in
the Purchase Agreement. As used in this Agreement, the following terms have the
respective meanings set forth in this Section 1:

          “Advice”
has the meaning set forth in Section 6(d).

          "Effective
Date" means, as to a Registration Statement, the date on which such
Registration Statement is first declared effective by the Commission.

          “Effectiveness
Date” means (a) with respect to the initial Registration Statement
required to be filed under Section 2(a), the earlier of: (a)(i) the 60th
calendar day following the Closing Date; provided, that, if the
Commission reviews and has written comments to the filed Registration Statement
that would require the filing of a pre-effective amendment thereto with the
Commission, then the Effectiveness Date under this clause (a)(i) shall be the
120th calendar day following the Closing Date, and (ii) the fifth
Trading Day following the date on which the Company is notified by the
Commission that the initial Registration Statement will not be reviewed or is no
longer subject to further review and comments; and (b) with respect to any
additional Registration Statements that may be required pursuant to Section
2(b), the earlier of (i) the 60th calendar day following (x) if such
Registration Statement is required because the Commission shall have notified
the Company in writing that certain Registrable Securities were not eligible for
inclusion on a previously filed Registration Statement, the date or time on
which the Commission shall indicate as being the first date or time that such
Registrable Securities may then be included in a Registration Statement, or (y)
if such Registration Statement is required for a reason other than as described
in (x) above, the date on which the Company first knows, or reasonably should
have known, that such additional Registration Statement(s) is required;
provided, that, if the Commission reviews and has written comments to a
Registration Statement that would require the filing of a pre-effective
amendment thereto with the Commission, then the Effectiveness Date under this
clause (b)(i) for such Registration Statement shall be the 120th
calendar day following the date that the Company first knows, or
reasonably should have known, that such additional Registration Statement is
required under such Section, and (ii) the fifth Trading Day following the date
on which the Company is notified by the Commission that such 




additional Registration Statement will not be reviewed or is no
longer subject to further review and comments.

          "Effectiveness
Period" has the meaning set forth in Section 2(a).

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

          "Filing
Date" means (a) with respect to the initial Registration Statement
required to be filed under Section 2(a), the 30th calendar day
following the Closing Date; and (b) with respect to any additional Registration
Statements that may be required pursuant to Section 2(b), the 30th
calendar day following (x) if such Registration Statement is required because
the Commission shall have notified the Company in writing that certain
Registrable Securities were not eligible for inclusion on a previously filed
Registration Statement, the date or time on which the Commission shall indicate
as being the first date or time that such Registrable Securities may then be
included in a Registration Statement, or (y) if such Registration Statement is
required for a reason other than as described in (x) above, the date on which
the Company first knows, or reasonably should have known, that such additional
Registration Statement(s) is required.

          "Holder"
or "Holders" means the holder or holders, as the case may be, from time
to time of Registrable Securities.

          “Indemnified
  Party” has the meaning set forth in Section 5(c). 

          “Indemnifying
  Party” has the meaning set forth in Section 5(c). 

          “Losses”
  has the meaning set forth in Section 5(a).

          “New
York Courts” means the state and federal courts sitting in the City of
New York, Borough of Manhattan.

          "Proceeding"
means an action, claim, suit, investigation or proceeding (including, without
limitation, an investigation or partial proceeding, such as a deposition),
whether commenced or threatened.

          “Prospectus”
means the prospectus included in a Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon
Rule 430A promulgated under the Securities Act), 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 a Registration Statement, and
all other amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.

          “Registrable
Securities” means: (i) the Shares, (ii) the Warrant Shares, (iii) any
shares of Common Stock issuable upon the exercise of warrants issued to any
placement agent as compensation in connection with the financing subject of the
Purchase Agreement, (iv) any securities issued or issuable upon any stock split,
dividend or other distribution, recapitalization or similar event, or any
conversion price adjustment with respect to any of the securities 

2




referenced in (i), (ii), or (iii) above or any securities
issued in exchange for or replacement thereof and (v) any shares of common stock
issuable under the Section 2(d) as liquidated damages.

          "Registration
Statement" means the initial registration statement required to be
filed in accordance with Section 2(a) and any additional registration
statement(s) required to be filed under Section 2(b), including (in each case)
the Prospectus, amendments and supplements to such registration statements or
Prospectus, including pre- and post-effective amendments, all exhibits thereto,
and all material incorporated by reference or deemed to be incorporated by
reference therein.

          "Rule
144" means Rule 144 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.

          "Rule
415" means Rule 415 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.

          "Rule
424" means Rule 424 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.

          "Securities
Act" means the Securities Act of 1933, as amended.

          "Shares"
means the shares of Common Stock issued or issuable to the Investors pursuant to
the Purchase Agreement.

          “Warrants”
means the Common Stock purchase warrants issued or issuable to the
Investors pursuant to the Purchase Agreement and to any placement agent
identified on Schedule A hereto in accordance with the terms of the engagement
or similar agreements between the Company and any such agents.

          "Warrant
Shares" means the shares of Common Stock issued or issuable upon
exercise of the Warrants.

          2.
Registration.

          (a)
On or prior to each Filing Date, the Company shall prepare and file with the
Commission a Registration Statement covering the resale of all Registrable
Securities not already covered by an existing and effective Registration
Statement for an offering to be made on a continuous basis pursuant to Rule 415,
on Form SB-2 (or on such other form appropriate for such purpose). Such
Registration Statement shall contain (except if otherwise required pursuant to
written comments received from the Commission upon a review of such Registration
Statement) the "Plan of Distribution" attached hereto as Annex A. The Company
shall use its best efforts to cause such Registration Statement to be declared
effective under the Securities Act as soon as possible but, in any event, no
later than its Effectiveness Date, and shall use its best efforts to keep the
Registration Statement continuously effective under the Securities Act until


3




the date which is the earlier of (i) five years and thirty (30)
days after its Effective Date, (ii) such time as all of the Registrable
Securities covered by such Registration Statement have been publicly sold by the
Holders, or (iii) such time as all of the Registrable Securities covered by such
Registration Statement may be sold by the Holders pursuant to Rule 144(k) as
determined by the counsel to the Company pursuant to a written opinion letter to
such effect, addressed and acceptable to the Company's transfer agent and the
affected Holders (the "Effectiveness Period").

          (b)
If for any reason the Commission does not permit all of the Registrable
Securities to be included in the Registration Statement filed pursuant to
Section 2(a), or for any other reason any outstanding Registrable Securities are
not then covered by an effective Registration Statement, then the Company shall
prepare and file by the Filing Date for such Registration Statement, an
additional Registration Statement covering the resale of all Registrable
Securities not already covered by an existing and effective Registration
Statement for an offering to be made on a continuous basis pursuant to Rule 415,
on Form SB-2 (or on such other form appropriate for such purpose). Each such
Registration Statement shall contain (except if otherwise required pursuant to
written comments received from the Commission upon a review of such Registration
Statement) the "Plan of Distribution" attached hereto as Annex A. The
Company shall cause each such Registration Statement to be declared effective
under the Securities Act as soon as possible but, in any event, by its
Effectiveness Date, and shall use its reasonable best efforts to keep such
Registration Statement continuously effective under the Securities Act during
the entire Effectiveness Period.

          (c)
Each Holder agrees to furnish to the Company a completed Questionnaire in the
form attached to this Agreement as Annex B (a “Selling Holder
Questionnaire”). The Company shall not be required to include the
Registrable Securities of a Holder in a Registration Statement who fails to
furnish to the Company a fully completed Selling Holder Questionnaire at least
two Trading Days prior to the Filing Date (subject to the requirements set forth
in Section 3(a)).

          (d)
In the event that any Registration Statement to be filed by the Company is not
declared effective by the SEC by its Effectiveness Date, then the Company will
pay each Investor as liquidated damages for such failure and not as a penalty
one and one half percent (1.5%) of the Purchase Price (“Liquidated Damages
Amount”) for each month beyond the Effectiveness Date that any required
Registration Statement is not effective. Such payment of the liquidated damages
shall, at the option of each Investor, be made to each Investor within five (5)
calendar days of demand either (1) in cash, or (2) in additional shares of
common stock in the Company; provided, however, that the payment of such
liquidated damages shall not relieve the Company from its obligations to
register the Securities pursuant to this Agreement.

          3.
Registration Procedures.

          In
connection with the Company's registration obligations hereunder, the Company
shall:

4




          (a)
Not less than three Trading Days prior to the filing of a Registration Statement
or any related Prospectus or any amendment or supplement thereto, the Company
shall furnish to each Holder copies of the “Selling Stockholders” section of
such document, the “Plan of Distribution” and any risk factor contained in such
document that addresses specifically this transaction or the Selling
Stockholders, as proposed to be filed which documents will be subject to the
review of such Holder. The Company shall not file a Registration Statement, any
Prospectus or any amendments or supplements thereto in which the “Selling
Stockholder” section thereof differs from the disclosure received from a Holder
in its Selling Holder Questionnaire (as amended or supplemented).

          (b)
(i) Prepare and file with the Commission such amendments, including
post-effective amendments, to each Registration Statement and the Prospectus
used in connection therewith as may be necessary to keep such Registration
Statement continuously effective as to the applicable Registrable Securities for
its Effectiveness Period and prepare and file with the Commission such
additional Registration Statements in order to register for resale under the
Securities Act all of the Registrable Securities; (ii) cause the related
Prospectus to be amended or supplemented by any required Prospectus supplement,
and as so supplemented or amended to be filed pursuant to Rule 424; (iii)
respond as promptly as reasonably possible to any comments received from the
Commission with respect to each Registration Statement or any amendment thereto
and, as promptly as reasonably possible provide the Holders true and complete
copies of all correspondence from and to the Commission relating to such
Registration Statement that would not result in the disclosure to the Holders of
material and non-public information concerning the Company; and (iv) comply in
all material respects with the provisions of the Securities Act and the Exchange
Act with respect to the Registration Statements and the disposition of all
Registrable Securities covered by each Registration Statement.

          (c)
Notify the Holders as promptly as reasonably possible (and, in the case of
(i)(A) below, not less than two Trading Days prior to such filing) and (if
requested by any such Person) confirm such notice in writing no later than one
Trading Day following the day (i)(A) when a Prospectus or any Prospectus
supplement or post-effective amendment to a Registration Statement is proposed
to be filed; (B) when the Commission notifies the Company whether there will be
a "review" of such Registration Statement and whenever the Commission comments
in writing on such Registration Statement (the Company shall provide true and
complete copies thereof and all written responses thereto to each of the Holders
that pertain to the Holders as a Selling Stockholder or to the Plan of
Distribution, but not information which the Company believes would constitute
material and non-public information); and (C) with respect to each Registration
Statement or any post-effective amendment, when the same has become effective;
(ii) of any request by the Commission or any other Federal or state governmental
authority for amendments or supplements to a Registration Statement or
Prospectus or for additional information; (iii) of the issuance by the
Commission of any stop order suspending the effectiveness of a Registration
Statement covering any or all of the Registrable Securities or the initiation of
any Proceedings for that purpose; (iv) of the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any
jurisdiction, or the initiation or threatening of any Proceeding for such
purpose; and (v) of the occurrence of any event or passage of time that makes
the financial statements included in a Registration Statement ineligible for
inclusion 

5




therein or any statement made in such Registration Statement or
Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires any revisions to such
Registration Statement, Prospectus or other documents so that, in the case of
such Registration Statement or the Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any 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.

          (d)
Use its best efforts to avoid the issuance of, or, if issued, obtain the
withdrawal of (i) any order suspending the effectiveness of a Registration
Statement, or (ii) any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any
jurisdiction, at the earliest practicable moment.

          (e)
Furnish to each Holder, without charge, at least one conformed copy of each
Registration Statement and each amendment thereto and all exhibits to the extent
requested by such Person (including those previously furnished) promptly after
the filing of such documents with the Commission, which may be furnished in
electronic format.

          (f)
Promptly deliver to each Holder, without charge, as many copies of each
Prospectus or Prospectuses (including each form of prospectus) and each
amendment or supplement thereto as such Persons may reasonably request. The
Company hereby consents to the use of such Prospectus and each amendment or
supplement thereto by each of the selling Holders in connection with the
offering and sale of the Registrable Securities covered by such Prospectus and
any amendment or supplement thereto.

          (g)
Prior to any public offering of Registrable Securities, to register or qualify
or cooperate with the selling Holders in connection with the registration or
qualification (or exemption from such registration or qualification) of such
Registrable Securities for offer and sale under the securities or Blue Sky laws
of all jurisdictions within the United States, to keep each such registration or
qualification (or exemption therefrom) effective during the Effectiveness Period
and to do any and all other acts or things necessary or advisable to enable the
disposition in such jurisdictions of the Registrable Securities covered by the
Registration Statements.

          (h)
Cooperate with the Holders to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be delivered to a transferee
pursuant to the Registration Statements, which certificates shall be free, to
the extent permitted by the Purchase Agreement, of all restrictive legends, and
to enable such Registrable Securities to be in such denominations and registered
in such names as any such Holders may request.

          (i)
Upon the occurrence of any event contemplated by Section 3(c)(v), as promptly as
reasonably possible, prepare a supplement or amendment, including a
post-effective amendment, to the affected Registration Statements or a
supplement to the related Prospectus or any document incorporated or deemed to
be incorporated therein by reference, and file any other required document so
that, as thereafter delivered, no Registration Statement nor any Prospectus will
contain an untrue statement of a material fact or omit to state a material fact
required to be 

6




stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.

          4.
Registration Expenses. All fees and expenses incident to the performance
of or compliance with this Agreement by the Company shall be borne by the
Company whether or not any Registrable Securities are sold pursuant to a
Registration Statement. The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (A) with respect to filings
required to be made with any Trading Market on which the Common Stock is then
listed for trading, and (B) in compliance with applicable state securities or
Blue Sky laws), (ii) printing expenses (including, without limitation, expenses
of printing certificates for Registrable Securities and of printing prospectuses
if the printing of prospectuses is reasonably requested by the holders of a
majority of the Registrable Securities included in the Registration Statement),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company, (v) Securities Act liability insurance, if the Company
so desires such insurance, and (vi) fees and expenses of all other Persons
retained by the Company in connection with the consummation of the transactions
contemplated by this Agreement. In addition, the Company shall be responsible
for all of its internal expenses incurred in connection with the consummation of
the transactions contemplated by this Agreement (including, without limitation,
all salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit and the fees and expenses
incurred in connection with the listing of the Registrable Securities on any
securities exchange as required hereunder.

          5.
Indemnification.

          (a)
Indemnification by the Company. The Company shall, notwithstanding any
termination of this Agreement, indemnify and hold harmless each Holder, the
officers, directors, agents, investment advisors, partners, members and
employees of each of them, each Person who controls any such Holder (within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)
and the officers, directors, agents and employees of each such controlling
Person, to the fullest extent permitted by applicable law, from and against any
and all losses, claims, damages, liabilities, costs (including, without
limitation, reasonable costs of preparation and reasonable attorneys' fees) and
expenses (collectively, "Losses"), as incurred, arising out of or
relating to any violation or alleged violation by the Company of the Securities
Act, the Exchange Act, any state securities law or any rule or regulation
promulgated under the Securities Act, the Exchange Act or any state securities
law in connection with the offering covered by such registration statement, or
any untrue or alleged untrue statement of a material fact contained in any
Registration Statement, any Prospectus or any form of prospectus or in any
amendment or supplement thereto or in any preliminary prospectus, or arising out
of or relating to any omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein (in the case of
any Prospectus or form of prospectus or supplement thereto, in light of the
circumstances under which they were made) not misleading, except to the extent,
but only to the extent, that (1) such untrue statements or omissions are based
solely upon information regarding such Holder furnished in writing to the
Company by such Holder expressly for use therein, or to the extent that such
information relates to such Holder or such Holder's proposed method of
distribution of Registrable Securities and was reviewed and expressly approved
in writing by such Holder expressly for use in the Registration Statement, 

7




such Prospectus or such form of Prospectus or in any amendment
or supplement thereto (it being understood that the Holder has approved Annex A
hereto for this purpose) or (2) in the case of an occurrence of an event of the
type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or
defective Prospectus after the Company has notified such Holder in writing that
the Prospectus is outdated or defective and prior to the receipt by such Holder
of an Advice or an amended or supplemented Prospectus, but only if and to the
extent that following the receipt of the Advice or the amended or supplemented
Prospectus the misstatement or omission giving rise to such Loss would have been
corrected.

          (b)
Indemnification by Holders. Each Holder shall, severally and not jointly,
indemnify and hold harmless the Company, its directors, officers, agents and
employees, each Person who controls the Company (within the meaning of Section
15 of the Securities Act and Section 20 of the Exchange Act), and the directors,
officers, agents or employees of such controlling Persons, to the fullest extent
permitted by applicable law, from and against all Losses, as incurred, arising
solely out of or based solely upon: (x) such Holder's failure to comply with the
prospectus delivery requirements of the Securities Act or (y) any untrue
statement of a material fact contained in any Registration Statement, any
Prospectus, or any form of prospectus, or in any amendment or supplement
thereto, or arising solely out of or based solely upon any omission of a
material fact required to be stated therein or necessary to make the statements
therein not misleading to the extent, but only to the extent that, (1) such
untrue statements or omissions are based solely upon information regarding such
Holder furnished in writing to the Company by such Holder expressly for use
therein, or to the extent that such information relates to such Holder or such
Holder's proposed method of distribution of Registrable Securities and was
reviewed and expressly approved in writing by such Holder expressly for use in
the Registration Statement (it being understood that the Holder has approved
Annex A hereto for this purpose), such Prospectus or such form of Prospectus or
in any amendment or supplement thereto or (2) in the case of an occurrence of an
event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of
an outdated or defective Prospectus after the Company has notified such Holder
in writing that the Prospectus is outdated or defective and prior to the receipt
by such Holder of an Advice or an amended or supplemented Prospectus, but only
if and to the extent that following the receipt of the Advice or the amended or
supplemented Prospectus the misstatement or omission giving rise to such Loss
would have been corrected. In no event shall the liability of any selling Holder
hereunder be greater in amount than the dollar amount of the net proceeds
received by such Holder upon the sale of the Registrable Securities giving rise
to such indemnification obligation.

          (c)
Conduct of Indemnification Proceedings. If any Proceeding shall be
brought or asserted against any Person entitled to indemnity hereunder (an
"Indemnified Party"), such Indemnified Party shall promptly notify the
Person from whom indemnity is sought (the "Indemnifying Party") in
writing, and the Indemnifying Party shall assume the defense thereof, including
the employment of counsel reasonably satisfactory to the Indemnified Party and
the payment of all fees and expenses incurred in connection with defense
thereof; provided, that the failure of any Indemnified Party to give such notice
shall not relieve the Indemnifying Party of its obligations or liabilities
pursuant to this Agreement, except (and only) to the extent that it shall be
finally determined by a court of competent jurisdiction (which determination is
not subject to appeal or further review) that such failure shall have
proximately and materially adversely prejudiced the Indemnifying Party.

8




          An
Indemnified Party shall have the right to employ separate counsel in any such
Proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party or Parties
unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
expenses; (2) the Indemnifying Party shall have failed promptly to assume the
defense of such Proceeding and to employ counsel reasonably satisfactory to such
Indemnified Party in any such Proceeding; or (3) the named parties to any such
Proceeding (including any impleaded parties) include both such Indemnified Party
and the Indemnifying Party, and such Indemnified Party shall have been advised
by counsel that a conflict of interest is likely to exist if the same counsel
were to represent such Indemnified Party and the Indemnifying Party (in which
case, if such Indemnified Party notifies the Indemnifying Party in writing that
it elects to employ separate counsel at the expense of the Indemnifying Party,
the Indemnifying Party shall not have the right to assume the defense thereof
and such counsel shall be at the expense of the Indemnifying Party). The
Indemnifying Party shall not be liable for any settlement of any such Proceeding
effected without its written consent, which consent shall not be unreasonably
withheld. No Indemnifying Party shall, without the prior written consent of the
Indemnified Party, effect any settlement of any pending Proceeding in respect of
which any Indemnified Party is a party, unless such settlement includes an
unconditional release of such Indemnified Party from all liability on claims
that are the subject matter of such Proceeding.

          All
fees and expenses of the Indemnified Party (including reasonable fees and
expenses to the extent incurred in connection with investigating or preparing to
defend such Proceeding in a manner not inconsistent with this Section) shall be
paid to the Indemnified Party, as incurred, within ten Trading Days of written
notice thereof to the Indemnifying Party (regardless of whether it is ultimately
determined that an Indemnified Party is not entitled to indemnification
hereunder; provided, that the Indemnifying Party may require such Indemnified
Party to undertake to reimburse all such fees and expenses to the extent it is
finally judicially determined that such Indemnified Party is not entitled to
indemnification hereunder).

          (d)
Contribution. If a claim for indemnification under Section 5(a) or 5(b)
is unavailable to an Indemnified Party (by reason of public policy or
otherwise), then each Indemnifying Party, in lieu of indemnifying such
Indemnified Party, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such Losses, in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party and
Indemnified Party in connection with the actions, statements or omissions that
resulted in such Losses 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 any action in question,
including any untrue or alleged untrue statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to
information supplied by, such Indemnifying Party or Indemnified Party, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such action, statement or omission. The amount paid or
payable by a party as a result of any Losses shall be deemed to include, subject
to the limitations set forth in Section 5(c), any reasonable attorneys' or other
reasonable fees or expenses incurred by such party in connection with any
Proceeding to the extent such party would have been indemnified for such fees or
expenses if the indemnification provided for in this Section was available to
such party in accordance with its terms.

9




          The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 5(d) were determined by pro rata allocation or by any
other method of allocation that does not take into account the equitable
considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 5(d), no Holder shall be required
to contribute, in the aggregate, any amount in excess of the amount by which the
proceeds actually received by such Holder from the sale of the Registrable
Securities subject to the Proceeding exceeds the amount of any damages that such
Holder has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission.

          The
indemnity and contribution agreements contained in this Section are in addition
to any liability that the Indemnifying Parties may have to the Indemnified
Parties.

          6.
Miscellaneous.

          (a)
Remedies. In the event of a breach by the Company or by a Holder, of any
of their obligations under this Agreement, each Holder or the Company, as the
case may be, in addition to being entitled to exercise all rights granted by law
and under this Agreement, including recovery of damages, will be entitled to
specific performance of its rights under this Agreement. The Company and each
Holder agree that monetary damages would not provide adequate compensation for
any losses incurred by reason of a breach by it of any of the provisions of this
Agreement and hereby further agrees that, in the event of any action for
specific performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.

          (b)
Compliance. Each Holder covenants and agrees that it will comply with the
prospectus delivery requirements of the Securities Act as applicable to it in
connection with sales of Registrable Securities pursuant to the Registration
Statement.

          (c)
Discontinued Disposition. Each Holder agrees by its acquisition of such
Registrable Securities that, upon receipt of a notice from the Company of the
occurrence of any event of the kind described in Section 3(c), such Holder will
forthwith discontinue disposition of such Registrable Securities under the
Registration Statement until such Holder's receipt of the copies of the
supplemented Prospectus and/or amended Registration Statement or until it is
advised in writing (the "Advice") by the Company that the use of the
applicable Prospectus may be resumed, and, in either case, has received copies
of any additional or supplemental filings that are incorporated or deemed to be
incorporated by reference in such Prospectus or Registration Statement. The
Company may provide appropriate stop orders to enforce the provisions of this
paragraph. If after the Effectiveness Date, a Registration Statement required by
this Agreement ceases for any reason to remain continuously effective as to all
Registrable Securities for which it is required to be effective, or the Holders
are not permitted to utilize the Prospectus therein to resell such Registrable
Securities for 10 consecutive calendar days but no more than an aggregate of 15
calendar days during any 12-month period (which need not be consecutive Trading
Days) or (2) after Effectiveness Date, a Registration Statement ceases for any
reason to remain continuously effective as to all Registrable Securities for
which it is required to be effective, or the Holders are not permitted to
utilize the Prospectus therein to resell such Registrable Securities for 20
consecutive calendar days during any 12-month period (which need not be 

10




consecutive Trading Days) the Company shall pay to each
Investor an amount as calculated by Section 2.(d) as Liquidated Damages and not
as a penalty for each 30 day period in violation hereof.

          (d)
Piggy-Back Registrations. If at any time during the Effectiveness Period
there is not an effective Registration Statement covering all of the Registrable
Securities and the Company shall determine to prepare and file with the
Commission a registration statement relating to an offering for its own account
or the account of others under the Securities Act of any of its equity
securities, other than on Form S-4 or Form S-8 (each as promulgated under the
Securities Act) or their then equivalents relating to equity securities to be
issued solely in connection with any acquisition of any entity or business or
equity securities issuable in connection with stock option or other employee
benefit plans, then the Company shall send to each Holder written notice of such
determination and, if within fifteen calendar days after receipt of such notice,
any such Holder shall so request in writing, the Company shall include in such
registration statement all or any part of such Registrable Securities such
holder requests to be registered, subject to customary underwriter cutbacks
applicable to all holders of registration rights.

          (e)
Amendments and Waivers. The provisions of this Agreement, including the
provisions of this Section 6(f), may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given, unless the same shall be in writing and signed by the Company and each
Holder of the then outstanding Registrable Securities. Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with respect
to a matter that relates exclusively to the rights of certain Holders and that
does not directly or indirectly affect the rights of other Holders may be given
by Holders of at least a majority of the Registrable Securities to which such
waiver or consent relates.

          (f)
Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of (a) the date of transmission, if
such notice or communication is delivered via facsimile (provided the sender
receives a machine-generated confirmation of successful transmission) at the
facsimile number specified in this Section prior to 6:30 p.m. (New York City
time) on a Trading Day, (b) the next Trading Day after the date of transmission,
if such notice or communication is delivered via facsimile at the facsimile
number specified in this Section on a day that is not a Trading Day or later
than 6:30 p.m. (New York City time) on any Trading Day, (c) the Trading Day
following the date of mailing, if sent by U.S. nationally recognized overnight
courier service, or (d) upon actual receipt by the party to whom such notice is
required to be given. The address for such notices and communications shall be
as follows:

	If to the Company: 	Terax Energy, Inc. 
	  	8150 N. Central Expy., Suite 1800 
	  	Dallas, TX 75206 
	  	Facsimile: (214) 691-2501 
	  	Attention: Lawrence Finn, CEO 
	  	  
	             
           With a copy to: 	Sichenzia Ross Friedman Ference LLP 
	  	1065 Avenue of the Americas



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	  	New York, NY 10018 
	  	Facsimile: (212) 930-9725 
	  	Attn.: Thomas A. Rose, Esq. 
	  	  
	             
           If to a Investor: 	To the address set forth under such Investor's
      name on the signature pages hereto. 


                 
   If to any other Person who is then the registered Holder:

	 	To the address of such Holder as it
      appears in the stock transfer books of the Company 



or such other address as may be designated in writing
hereafter, in the same manner, by such Person.

          (g)
Successors and Assigns. This Agreement shall inure to the benefit of and
be binding upon the successors and permitted assigns of each of the parties and
shall inure to the benefit of each Holder. The Company may not assign its rights
or obligations hereunder without the prior written consent of each Holder. Each
Holder may assign their respective rights hereunder in the manner and to the
Persons as permitted under the Purchase Agreement.

          (h)
Execution and Counterparts. This Agreement may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an
original and, all of which taken together shall constitute one and the same
Agreement. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature were the original
thereof.

          (i)
Governing Law. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of New
York, without regard to the principles of conflicts of law thereof. Each party
agrees that all Proceedings concerning the interpretations, enforcement and
defense of the transactions contemplated by this Agreement (whether brought
against a party hereto or its respective Affiliates, employees or agents) will
be commenced in the New York Courts. Each party hereto hereby irrevocably
submits to the jurisdiction of the New York Courts for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, that such Proceeding has been commenced in an
improper or inconvenient forum. Each party hereto hereby irrevocably waives
personal service of process and consents to process being served in any such
Proceeding by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in
effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. Each party hereto hereby irrevocably waives, to
the fullest extent permitted by applicable law, any and all right to trial by
jury in any Proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby. If either party shall commence a Proceeding to
enforce any provisions of this Agreement, then 

12




the prevailing party in such Proceeding shall be reimbursed by
the other party for its attorney’s fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such Proceeding.

          (j)
Cumulative Remedies. The remedies provided herein are cumulative and not
exclusive of any remedies provided by law.

          (k)
Severability. 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, provisions, 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 reasonable efforts to find and employ an alternative means to 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.

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

          (m)
Independent Nature of Investors' Obligations and Rights. The obligations
of each Investor under this Agreement are several and not joint with the
obligations of each other Investor, and no Investor shall be responsible in any
way for the performance of the obligations of any other Investor under this
Agreement. Nothing contained herein or in any Transaction Document, and no
action taken by any Investor pursuant thereto, shall be deemed to constitute the
Investors as a partnership, an association, a joint venture or any other kind of
entity, or create a presumption that the Investors are in any way acting in
concert or as a group with respect to such obligations or the transactions
contemplated by this Agreement or any other Transaction Document. Each Investor
acknowledges that no other Investor will be acting as agent of such Investor in
enforcing its rights under this Agreement. Each Investor shall be entitled to
independently protect and enforce its rights, including without limitation the
rights arising out of this Agreement, and it shall not be necessary for any
other Investor to be joined as an additional party in any Proceeding for such
purpose. The Company acknowledges that each of the Investors has been provided
with the same Registration Rights Agreement for the purpose of closing a
transaction with multiple Investors and not because it was required or requested
to do so by any Investor.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 
SIGNATURE PAGES
TO FOLLOW]

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

	 	TERAX ENERGY, INC. 
	 	  
	 	  
	 	By: _________________________________ 
	 	         Lawrence Finn,
    
	 	         Chief Executive
      Officer 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 
SIGNATURE PAGES
OF INVESTORS TO FOLLOW]




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

	 	NAME OF INVESTING ENTITY 
	 	 
	 	________________________________________________________
	 	 
	 	By: _____________________________________________________
	 	             
           Name: 
	 	             
           Title: 
	 	ADDRESS FOR NOTICE 
	 	 
	 	c/o: _____________________________________________________
	 	 
	 	Street: ___________________________________________________
	 	 
	 	City/State/Zip: _____________________________________________
	 	 
	 	Attention: ________________________________________________
	 	 
	 	Tel: _____________________________________________________
	 	 
	 	Fax: _____________________________________________________
	 	 
	 	Email: ____________________________________________________


15




Annex A

Plan of Distribution

          The
Selling Stockholders and any of their pledgees, donees, transferees, assignees
and successors-in-interest may, from time to time, sell any or all of their
shares of Common Stock on any stock exchange, market or trading facility on
which the shares are traded or in private transactions. These sales may be at
fixed or negotiated prices. The Selling Stockholders may use any one or more of
the following methods when selling shares:

	ordinary brokerage transactions and transactions in which the
  broker-dealer solicits Investors;
  
	block trades in which the broker-dealer will attempt to sell the shares as
  agent but may position and resell a portion of the block as principal to
  facilitate the transaction;
  
	purchases by a broker-dealer as principal and resale by the broker-dealer
  for its account;
  
	an exchange distribution in accordance with the rules of the applicable
  exchange;
  
	privately negotiated transactions;
  
	to cover short sales made after the date that this Registration Statement
  is declared effective by the Commission;
  
	broker-dealers may agree with the Selling Stockholders to sell a specified
  number of such shares at a stipulated price per share;
  
	a combination of any such methods of sale; and
  
	any other method permitted pursuant to applicable law. 


          The
Selling Stockholders may also sell shares under Rule 144 under the Securities
Act, if available, rather than under this prospectus.

          Broker-dealers
engaged by the Selling Stockholders may arrange for other brokers-dealers to
participate in sales. Broker-dealers may receive commissions or discounts from
the Selling Stockholders (or, if any broker-dealer acts as agent for the
purchaser of shares, from the purchaser) in amounts to be negotiated. The
Selling Stockholders do not expect these commissions and discounts to exceed
what is customary in the types of transactions involved.

          The
Selling Stockholders may from time to time pledge or grant a security interest
in some or all of the Shares owned by them and, if they default in the
performance of their secured obligations, the pledgees or secured parties may
offer and sell shares of Common Stock from time to time under this prospectus,
or under an amendment to this prospectus under Rule 424(b)(3) or other
applicable provision of the Securities Act of 1933 amending the list of selling
stockholders to include the pledgee, transferee or other successors in interest
as selling stockholders under this prospectus.

16




          In
connection with sales of the shares of Common Stock or otherwise, the selling
shareholders may enter into hedging transactions with broker-dealers, which may
in turn engage in short sales of the shares of Common Stock in the course of
hedging in positions they assume. The selling shareholders may also sell shares
of Common Stock short and deliver shares of Common Stock covered by this
prospectus to close out short positions and to return borrowed shares in
connection with such short sales.

          Upon
the Company being notified in writing by a Selling Stockholder that any material
arrangement has been entered into with a broker-dealer for the sale of Common
Stock through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing (i) the name of each such Selling Stockholder and of
the participating broker-dealer(s), (ii) the number of shares involved, (iii)
the price at which such the shares of Common Stock were sold, (iv)the
commissions paid or discounts or concessions allowed to such broker-dealer(s),
where applicable, (v) that such broker-dealer(s) did not conduct any
investigation to verify the information set out or incorporated by reference in
this prospectus, and (vi) other facts material to the transaction. In addition,
upon the Company being notified in writing by a Selling Stockholder that a donee
or pledgee intends to sell more than 500 shares of Common Stock, a supplement to
this prospectus will be filed if then required in accordance with applicable
securities law.

          The
Selling Stockholders also may transfer the shares of Common Stock in other
circumstances, in which case the transferees, pledgees or other successors in
interest will be the selling beneficial owners for purposes of this
prospectus.

          The
Selling Stockholders and any broker-dealers or agents that are involved in
selling the shares may be deemed to be "underwriters" within the meaning of the
Securities Act in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. Discounts, concessions, commissions and
similar selling expenses, if any, that can be attributed to the sale of
Securities will be paid by the Selling Stockholder and/or the purchasers. Each
Selling Stockholder has represented and warranted to the Company that at the
time of its purchase of such securities such Selling Stockholder had no
agreements or understandings, directly or indirectly, with any person to
distribute any such securities.

          The
Company has advised each Selling Stockholder that it may not use shares
registered on this Registration Statement to cover short sales of Common Stock
made prior to the date on which this Registration Statement shall have been
declared effective by the Commission. If a Selling Stockholder uses this
prospectus for any sale of the Common Stock, it will be subject to the
prospectus delivery requirements of the Securities Act. The Selling Stockholders
will be responsible to comply with the applicable provisions of the Securities
Act and Exchange Act, and the rules and regulations thereunder promulgated,
including, without limitation, Regulation M, as applicable to such Selling
Stockholders in connection with resales of their respective shares under this
Registration Statement.

17




          The
Company is required to pay all fees and expenses incident to the registration of
the shares, but the Company will not receive any proceeds from the sale of the
Common Stock. The Company has agreed to indemnify the Selling Stockholders
against certain losses, claims, damages and liabilities, including liabilities
under the Securities Act. 

18





	  Annex B
	  
	TERAX ENERGY, INC. 
	  
	Selling Securityholder Notice and Questionnaire
  
	  
	The undersigned beneficial owner of common stock
      (the “Common Stock”), of Terax Energy, Inc. (the
      “Company”) understands that the Company has filed or intends to
      file with the Securities and Exchange Commission (the “Commission”)
      a Registration Statement for the registration and resale of the
      Registrable Securities, in accordance with the terms of the Registration
      Rights Agreement, dated as of , 2006 (the “Registration Rights
      Agreement”), among the Company and the Investors named therein. A
      copy of the Registration Rights Agreement is available from the Company
      upon request at the address set forth below. All capitalized terms used
      and not otherwise defined herein shall have the meanings ascribed thereto
      in the Registration Rights Agreement. 








	  
	The undersigned hereby provides the following
      information to the Company and represents and warrants that such
      information is accurate: 

	  
	QUESTIONNAIRE 



	1. 	
      Name.

	 	 	 
		(a) 	
      Full Legal Name of Selling Securityholder

	 	 	 
	 	 	___________________________________________________________________________________________________
	 	 	 
		(b) 	
      Full Legal Name of Registered Holder (if not the same as
      (a) above) through which Registrable Securities Listed in Item 3 below are
      held:

	 	 	 
	 	 	___________________________________________________________________________________________________
	 	 	 
		(c) 	
      Full Legal Name of Natural Control Person (which means a
      natural person who directly or indirectly alone or with others has power
      to vote or dispose of the securities covered by the
  questionnaire):

	 	 	 
	 	 	___________________________________________________________________________________________________
	 	 	 



	2. 	Address for Notices to Selling Securityholder: 
	 
	___________________________________________________________________________________________________
	 
	___________________________________________________________________________________________________
	 
	___________________________________________________________________________________________________
	 
	Telephone: __________________________________________________________________________________________


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Fax:
__________________________________________________________________________________________________

E-Mail:
________________________________________________________________________________________________

Contact Person:
_________________________________________________________________________________________


	3. 	Beneficial Ownership of Registrable Securities:
    
	 	 	 
	  	 	Type and Principal Amount of Registrable Securities beneficially
      owned: 
	 	 	 
	 	 	___________________________________________________________________________________________________
	 	 	 
	 	 	___________________________________________________________________________________________________
	 	 	 
	 	 	___________________________________________________________________________________________________



	4. 	Broker-Dealer Status: 	  
	 	 	 
	  	(a) 	Are you a broker-dealer? 
	 	 	 	 
	  	  	Yes [  ] 	No [  ] 
	 	 	 	 
		Note: 	If yes, the Commission’s staff has
      indicated that you should be identified as an underwriter in the Registration
      Statement. 

	 	 	 
	  	(b) 	Are you an affiliate of a broker-dealer? 
	 	 	 
	  	  	Yes [  ] 	No [  ] 
	 	 	 	 
		(c) 	If you are an affiliate of a broker-dealer,
      do you certify that you bought the Registrable Securities in the ordinary
      course of business, and at the time of the purchase of the Registrable Securities
      to be resold, you had no agreements or understandings, directly or indirectly,
      with any person to distribute the Registrable Securities? 




	 	 	 	 
	  	  	Yes [  ]  	No [  ] 
	 	 	 	 
		Note: 	If no, the Commission’s staff has
      indicated that you should be identified as an underwriter in the Registration
      Statement. 




	5. 	
      Beneficial Ownership of Other Securities of the
      Company Owned by the Selling Securityholder.

	 	 	 
		
      Except as set forth below in this Item 5, the
      undersigned is not the beneficial or registered owner of any securities of
      the Company other than the Registrable Securities listed above in Item
      3.

	 	 	 
	 	 	
      Type and Amount of Other Securities beneficially owned by
      the Selling Securityholder:



20





	 	 	__________________________________________________________________________
	 	 	 
	 	 	__________________________________________________________________________
	 	 	 




	6. 	 Relationships with the Company:

	 	 
		 Except as set forth below, neither the undersigned
        nor any of its affiliates, officers, directors or principal equity holders
        (owners of 5% of more of the equity securities of the undersigned) has
        held any position or office or has had any other material relationship
        with the Company (or its predecessors or affiliates) during the past three
        years.

	 	 
		 State any exceptions here:

	 	 
	 	__________________________________________________________________________
	 	 
	 	__________________________________________________________________________
	 	 
	 	 


The undersigned agrees to promptly notify the Company of any inaccuracies or
  changes in the information provided herein that may occur subsequent to the
  date hereof and prior to the Effective Date for the Registration Statement.

By signing below, the undersigned consents to the disclosure of
the information contained herein in its answers to Items 1 through 6 and the
inclusion of such information in the Registration Statement and the related
prospectus. The undersigned understands that such information will be relied
upon by the Company in connection with the preparation or amendment of the
Registration Statement and the related prospectus.

IN WITNESS WHEREOF the undersigned, by authority duly given,
has caused this Notice and Questionnaire to be executed and delivered either in
person or by its duly authorized agent.

	Dated: __________________________________________________________	Beneficial Owner: __________________________________________________________
	 	 
	  	By: _____________________________________________________________________
	  	         Name: 
	  	         Title: 


PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND
QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:

	 	Sichenzia Ross Friedman Ference LLP 
	 	1065 Avenue of the Americas 
	 	New York, NY 10018 
	 	Facsimile: (212) 930-9725 
	 	Attn.: Thomas A. Rose, Esq.



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