EXHIBIT 10.22

                          REGISTRATION RIGHTS AGREEMENT


     REGISTRATION  RIGHTS AGREEMENT (this  "Agreement"),  dated as of October 4,
2001, by and between CAN-CAL RESOURCES, LTD., a company organized under the laws
of state of Nevada,  with its  principal  executive  office at 8221  Cretan Blue
Lane, Las Vegas, NV 89128 (the  "Company"),  and the undersigned  investors (the
"Investor").

     WHEREAS,  In connection  with the  Investment  Agreement by and between the
Company and the Investor of even date herewith (the "Investment Agreement"), the
Company  has  agreed to issue to the  Investor  (i) an  indeterminate  number of
shares of the  Company's  common  stock,  $.001 par value per share (the "Common
Stock"), to be purchased pursuant to the Investment Agreement; and

     WHEREAS,  To induce the  Investor to execute  and  deliver  the  Investment
Agreement,  the Company has agreed to provide certain  registration rights under
the  Securities  Act  of  1933,  as  amended,  and  the  rules  and  regulations
thereunder, or any similar successor statute (collectively, the "1933 Act"), and
applicable  state  securities  laws,  with respect to the shares of Common Stock
issuable pursuant to the Investment Agreement.

     NOW,  THEREFORE,  in consideration of the foregoing premises and the mutual
covenants contained hereinafter and other good and valuable  consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  the Company and the
Investor hereby agree as follows:


               1.   DEFINITIONS.

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

a. "Execution  Date" means the date this Agreement and the Investment  Agreement
are signed by the Company and the Investor.

b. "Holder" means the undersigned Investors.

c. "Person" means a corporation,  a limited liability company, an association, a
partnership,  an  organization,  a business,  an individual,  a governmental  or
political subdivision thereof or a governmental agency.

d. "Potential Material Event" means any of the following:  (i) the possession by
the Company of material  information  not ripe for  disclosure in a Registration
Statement, which shall be evidenced by determinations in good faith by the Board
of  Directors  of  the  Company  that  disclosure  of  such  information  in the
Registration  Statement  would be detrimental to the business and affairs of the
Company, or (ii) any material engagement or activity by the Company which would,
in the good

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faith  determination  of the Board of  Directors  of the  Company,  be adversely
affected  by  disclosure  in  a  Registration  Statement  at  such  time,  which
determination shall be accompanied by a good faith determination by the Board of
Directors of the Company that the  Registration  Statement  would be  materially
misleading absent the inclusion of such information.

e. "Principal  Market" means either The American Stock  Exchange,  Inc., The New
York Stock  Exchange,  Inc., the Nasdaq  National  Market,  The Nasdaq  SmallCap
Market or the National Association of Securities  Dealer's,  Inc. OTC electronic
bulletin  board  whichever is the principal  market on which the Common Stock is
listed.

f. "Register," "Registered," and "Registration" refer to a registration effected
by preparing and filing one or more  Registration  Statements in compliance with
the 1933 Act and pursuant to Rule 415 under the 1933 Act or any  successor  rule
providing for offering  securities on a continuous  basis ("Rule 415"),  and the
declaration or ordering of  effectiveness of such  Registration  Statement(s) by
the United States Securities and Exchange Commission (the "SEC").

g. "Registrable  Securities" means the shares of Common Stock issued or issuable
(i) pursuant to the Investment  Agreement,  and (ii) any shares of capital stock
issued or issuable with respect to the such shares of Common Stock, if any, as a
result of any stock split, stock dividend, recapitalization, exchange or similar
event or otherwise, which have not been (x) included in a Registration Statement
that has been  declared  effective  by the SEC or (y) sold  under  circumstances
meeting all of the applicable  conditions of Rule 144 (or any similar  provision
then in force) under the 1933 Act.

h. "Registration  Statement" means a registration statement of the Company filed
under the 1933 Act.

     All  capitalized  terms used in this  Agreement and not  otherwise  defined
herein  shall  have  the  same  meaning  ascribed  to them as in the  Investment
Agreement.

               2.   REGISTRATION.

a.  Mandatory  Registration.   The  Company  shall  prepare,  and,  as  soon  as
practicable  file  with  the  SEC  a  Registration   Statement  or  Registration
Statements (as is necessary) on Form SB-2 (or, if such form is  unavailable  for
such  a   registration,   on  such  other  form  as  is  available  for  such  a
registration),  covering the resale of all of the Registrable Securities,  which
Registration  Statement(s)  shall  state  that,  in  accordance  with  Rule  416
promulgated  under the 1933 Act, such  Registration  Statement  also covers such
indeterminate number of additional shares of Common Stock as may become issuable
upon stock splits,  stock dividends or similar  transactions.  The Company shall
initially  register for resale  16,400,000 shares of Common Stock which would be
issuable on the date preceding the filing of the Registration Statement based on
the closing bid price of the Company's  Common Stock on such date and the amount
reasonably calculated that represents Commons Stock issuable to other parties as
set forth in the Investment Agreement.  In the event the Company cannot register
sufficient  shares of Common Stock,  due to the  remaining  number of authorized
shares of Common Stock being insufficient, the Company will use its best efforts
to

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register the maximum  number of shares it can based on the remaining  balance of
authorized  shares and will use its best  efforts to increase  the number of its
authorized shares as soon as reasonably practicable.

b. The Company shall use its best efforts to have the Registration  Statement(s)
declared  effective  by the SEC  within  ninety  (90)  calendar  days  after the
Execution Date.

c. The Company agrees not to include any other  securities in this  Registration
Statement  without  Investor's prior written consent.  Furthermore,  the Company
agrees  that it will  not  file  any  other  Registration  Statement  for  other
securities (other than those for existing option holders,  strategic partners or
in connection  with a merger or  acquisition),  until ninety (90) days after the
Registration Statement for the Registrable Securities is declared effective.

d.  Counsel.  Subject  to  Section 5 hereof,  in  connection  with any  offering
pursuant to this  Section 2, the Holder shall have the right to select one legal
counsel  to  administer  its  interests  in  the  offering.  The  Company  shall
reasonably cooperate with any such counsel.

               3.   RELATED OBLIGATIONS.

     At such time as the Company is obligated to prepare and file a Registration
Statement  with the SEC pursuant to Section 2(a),  the Company will use its best
efforts to effect the  registration of the Registrable  Securities in accordance
with the intended method of disposition  thereof and, with respect thereto,  the
Company shall have the following obligations:

a. The Company shall use its best efforts to cause such  Registration  Statement
relating to the Registrable  Securities to become  effective  within ninety (90)
days  after  the date and  shall  keep  such  Registration  Statement  effective
pursuant  to Rule 415 until the  earlier of (i) the date as of which the Holders
may sell all of the Registrable  Securities without restriction pursuant to Rule
144(k) promulgated under the 1933 Act (or successor thereto) or (ii) the date on
which (A) the Holders shall have sold all the Registrable Securities and (B) the
Investor has no right to acquire any additional shares of Common Stock under the
Investment   Agreement   respectively   (the   "Registration   Period"),   which
Registration  Statement  (including any  amendments or  supplements  thereto and
prospectuses  contained  therein)  shall not contain any untrue  statement  of a
material fact or omit to state a material fact required to be stated therein, or
necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading.

b. The Company  shall prepare and file with the SEC such  amendments  (including
post- effective amendments) and supplements to a Registration  Statement and the
prospectus used in connection with such Registration Statement, which prospectus
is to be filed  pursuant to Rule 424  promulgated  under the 1933 Act, as may be
necessary to keep such Registration  Statement effective during the Registration
Period, and, during such period, comply with the provisions of the 1933 Act with
respect to the disposition of all Registrable  Securities of the Company covered
by such  Registration  Statement  until  such  time  as all of such  Registrable
Securities  shall have been disposed of in accordance with the intended  methods
of  disposition  by the  Investor  thereof  as set  forth  in such  Registration
Statement. In the event the number of shares of Common Stock available under a

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Registration  Statement  filed  pursuant  to  this  Agreement  is  at  any  time
insufficient to cover all of the Registrable Securities, the Company shall amend
such Registration  Statement, or file a new Registration Statement (on the short
form  available  therefor,  if  applicable),  or both, so as to cover all of the
Registrable Securities,  in each case, as soon as practicable,  but in any event
within thirty (30) calendar days after the necessity  therefor  arises (based on
the then Purchase Price of the Common Stock and other relevant  factors on which
the Company  reasonably  elects to rely),  assuming  the Company has  sufficient
authorized  shares at that time, and if it does not, within thirty (30) calendar
days after such shares are authorized.  The Company shall use it best efforts to
cause such amendment  and/or new  Registration  Statement to become effective as
soon as practicable following the filing thereof.

c The Company shall furnish to the Investor  whose  Registrable  Securities  are
included in any Registration  Statement and its legal counsel without charge (i)
promptly  after the same is prepared and filed with the SEC at least one copy of
such Registration  Statement and any amendment(s)  thereto,  including financial
statements and schedules,  all documents  incorporated  therein by reference and
all exhibits,  the prospectus included in such Registration Statement (including
each   preliminary   prospectus)   and,   with  regards  to  such   Registration
Statement(s),  any  correspondence  by or on behalf of the Company to the SEC or
the staff of the SEC and any correspondence from the SEC or the staff of the SEC
to the  Company  or its  representatives,  (ii)  upon the  effectiveness  of any
Registration  Statement,  ten (10)  copies of the  prospectus  included  in such
Registration Statement and all amendments and supplements thereto (or such other
number of copies as the  Investor may  reasonably  request) and (iii) such other
documents,  including  copies of any  preliminary  or final  prospectus,  as the
Investor may  reasonably  request from time to time in order to  facilitate  the
disposition of the Registrable Securities.

d. The Company  shall use  reasonable  efforts to (i)  register  and qualify the
Registrable  Securities  covered by a  Registration  Statement  under such other
securities  or "blue sky" laws of such states in the United States as any Holder
reasonably  requests,  (ii)  prepare  and  file  in  those  jurisdictions,  such
amendments  (including  post-effective   amendments)  and  supplements  to  such
registrations   and   qualifications   as  may  be  necessary  to  maintain  the
effectiveness  thereof  during the  Registration  Period,  (iii) take such other
actions as may be necessary to maintain such registrations and qualifications in
effect at all times  during  the  Registration  Period,  and (iv) take all other
actions reasonably necessary or advisable to qualify the Registrable  Securities
for sale in such jurisdictions; provided, however, that the Company shall not be
required in connection  therewith or as a condition thereto to (x) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this Section 3(d),  (y) subject  itself to general  taxation in any such
jurisdiction,  or (z) file a general  consent  to service of process in any such
jurisdiction.   The  Company  shall  promptly   notify  each  Holder  who  holds
Registrable  Securities of the receipt by the Company of any  notification  with
respect to the suspension of the  registration  or  qualification  of any of the
Registrable  Securities  for sale under the securities or "blue sky" laws of any
jurisdiction  in the  United  States  or its  receipt  of  actual  notice of the
initiation or threatening of any proceeding for such purpose.

e. As promptly as practicable  after  becoming aware of such event,  the Company
shall notify each Holder in writing of the happening of any event as a result of
which the prospectus included

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in a Registration  Statement, as then in effect, includes an untrue statement of
a material  fact or  omission  to state a material  fact  required  to be stated
therein  or  necessary  to  make  the  statements   therein,  in  light  of  the
circumstances  under  which  they  were  made,  not  misleading,  ("Registration
Default")  and use all  diligent  efforts to promptly  prepare a  supplement  or
amendment to such  Registration  Statement and take any other necessary steps to
cure the Registration Default, (which, if such Registration Statement is on Form
S-3,  may consist of a document to be filed by the Company with the SEC pursuant
to Section 13(a),  13(c),  14 or 15(d) of the 1934 Act (as defined below) and to
be incorporated by reference in the prospectus) to correct such untrue statement
or omission, and deliver ten (10) copies of such supplement or amendment to each
Holder (or such other number of copies as such Holder may  reasonably  request).
Failure to cure the  Registration  Default  within ten (10)  business days shall
result  in the  Company  paying  liquidated  damages  of 2.0% of the cost of all
Common  Stock then held by the Holders for each thirty (30)  calendar day period
or portion thereof,  beginning on the date of suspension. The Company shall also
promptly  notify each Holder in writing (i) when a prospectus or any  prospectus
supplement or  post-effective  amendment has been filed, and when a Registration
Statement or any post-effective  amendment has become effective (notification of
such  effectiveness  shall be  delivered to each Holder by facsimile on the same
day of such effectiveness and by overnight mail), (ii) of any request by the SEC
for amendments or supplements to a Registration  Statement or related prospectus
or related information,  (iii) of the Company's reasonable  determination that a
post-effective amendment to a Registration Statement would be appropriate,  (iv)
in the event the  Registration  Statement  is no longer  effective  or,  (v) the
Registration  Statement is stale for a period of more than five (5) Trading Days
as a result of the Company's failure to timely file its financials.

     The Company  acknowledges that its failure to cure the Registration Default
within ten (10)  business  days will cause the Investor to suffer  damages in an
amount that will be difficult to ascertain.  Accordingly, the parties agree that
it is  appropriate to include a provision for  liquidated  damages.  The parties
acknowledge  and agree that the liquidated  damages  provision set forth in this
section  represents the parties' good faith effort to quantify such damages and,
as such,  agree  that  the  form  and  amount  of such  liquidated  damages  are
reasonable and will not constitute a penalty.

     It is the intention of the parties that  interest  payable under any of the
terms of this Agreement shall not exceed the maximum amount  permitted under any
applicable law. If a law, which applies to this Agreement which sets the maximum
interest amount, is finally  interpreted so that the interest in connection with
this Agreement exceeds the permitted  limits,  then: (1) any such interest shall
be reduced by the amount  necessary  to reduce  the  interest  to the  permitted
limit; and (2) any sums already collected (if any) from the Company which exceed
the permitted limits will be refunded to the Company. The Investor may choose to
make this  refund by  reducing  the  amount  that the  Company  owes  under this
Agreement or by making a direct payment to the Company.  If a refund reduces the
amount that the Company owes the Investor,  the  reduction  will be treated as a
partial  payment.  In case any provision of this Agreement is held by a court of
competent  jurisdiction  to be  excessive  in  scope  or  otherwise  invalid  or
unenforceable, such provision shall be adjusted rather than voided, if possible,
so that it is enforceable to the maximum extent  possible,  and the validity and
enforceability of the remaining provisions of this Agreement will not in any way
be affected or impaired thereby.


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f. The Company  shall use its best  efforts to prevent the  issuance of any stop
order or other suspension of effectiveness of a Registration  Statement,  or the
suspension of the qualification of any of the Registrable Securities for sale in
any  jurisdiction  and, if such an order or suspension is issued,  to obtain the
withdrawal of such order or suspension  at the earliest  possible  moment and to
notify each Holder who holds  Registrable  Securities being sold of the issuance
of such order and the resolution  thereof or its receipt of actual notice of the
initiation or threat of any proceeding for such purpose.

g. The Company shall permit each Holder and a single firm of counsel, designated
by the  Holder,  to review and comment  upon a  Registration  Statement  and all
amendments  and  supplements  thereto at least seven (7) business  days prior to
their  filing  with the SEC,  and not file any  document in a form to which such
counsel  reasonably  objects.  The Company shall not submit to the SEC a request
for acceleration of the  effectiveness of a Registration  Statement or file with
the SEC a Registration  Statement or any amendment or supplement thereto without
the prior approval of such counsel,  which  approval  shall not be  unreasonably
withheld.

h. At the request of any Holder, the Company shall cause to be furnished to such
Holder,  on the  date  of the  effectiveness  of a  Registration  Statement,  an
opinion, dated as of such date, of counsel representing the Company for purposes
of such Registration Statement.

i. The Company shall make  available  for  inspection by (i) any Holder and (ii)
one firm of attorneys and one firm of  accountants  or other agents  retained by
the Holders  (collectively,  the "Inspectors") all pertinent financial and other
records,  and  pertinent  corporate  documents  and  properties  of the  Company
(collectively,  the "Records"),  as shall be reasonably deemed necessary by each
Inspector,  and cause the Company's officers,  directors and employees to supply
all information which any Inspector may reasonably request;  provided,  however,
that  each  Inspector  shall  hold in strict  confidence  and shall not make any
disclosure  (except to a Holder) or use of any Record or other information which
the  Company  determines  in  good  faith  to  be  confidential,  and  of  which
determination the Inspectors are so notified,  unless (a) the disclosure of such
Records is  necessary  to avoid or correct a  misstatement  or  omission  in any
Registration  Statement  or is  otherwise  required  under the 1933 Act, (b) the
release of such Records is ordered pursuant to a final,  non-appealable subpoena
or order from a court or government body of competent  jurisdiction,  or (c) the
information  in such  Records has been made  generally  available  to the public
other than by  disclosure  in violation of this or any other  agreement of which
the Inspector  has  knowledge.  Each Holder agrees that it shall,  upon learning
that disclosure of such Records is sought in or by a court or governmental  body
of competent  jurisdiction  or through  other means,  give prompt  notice to the
Company and allow the Company, at its expense,  to undertake  appropriate action
to prevent  disclosure  of, or to obtain a  protective  order for,  the  Records
deemed confidential.

j.  The  Company  shall  hold in  confidence  and not  make  any  disclosure  of
information concerning a Holder provided to the Company unless (i) disclosure of
such  information is necessary to comply with federal or state  securities laws,
(ii) the  disclosure  of such  information  is  necessary  to avoid or correct a
misstatement  or omission in any  Registration  Statement,  (iii) the release of
such   information   is  ordered   pursuant  to  a  subpoena  or  other   final,
non-appealable   order  from  a  court  or   governmental   body  of   competent
jurisdiction, or (iv) such information has been made generally

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available to the public other than by disclosure in violation of this  Agreement
or any other  agreement.  The Company  agrees that it shall,  upon learning that
disclosure of such information concerning a Holder is sought in or by a court or
governmental body of competent  jurisdiction or through other means, give prompt
written notice to such Holder and allow such Holder, at the Holder's expense, to
undertake appropriate action to prevent disclosure of, or to obtain a protective
order for, such information.

k. The Company shall use its best efforts to secure designation and quotation of
all the  Registrable  Securities  covered by any  Registration  Statement on the
Principal  Market.  If,  despite  the  Company's  best  efforts,  the Company is
unsuccessful in satisfying the preceding sentence, it shall use its best efforts
to cause all the Registrable Securities covered by any Registration Statement to
be listed on each other  national  securities  exchange and automated  quotation
system,  if any, on which  securities  of the same class or series issued by the
Company are then listed,  if any, if the listing of such Registrable  Securities
is then  permitted  under the rules of such exchange or system.  If, despite the
Company's  best  efforts,  the Company is  unsuccessful  in  satisfying  the two
preceding  sentences,  it will use its best efforts to secure the  inclusion for
quotation on the Nasdaq  SmallCap  Market for such  Registrable  Securities and,
without  limiting the generality of the  foregoing,  to arrange for at least two
market makers to register with the National  Association of Securities  Dealers,
Inc. as such with respect to such Registrable Securities.  The Company shall pay
all fees and expenses in connection  with  satisfying its obligation  under this
Section 3(k).

l. The  Company  shall  cooperate  with the  Investor to  facilitate  the timely
preparation  and delivery of certificates  (not bearing any restrictive  legend)
representing the Registrable Securities to be offered pursuant to a Registration
Statement and enable such  certificates to be in such  denominations or amounts,
as the case may be, as the Holders may reasonably request.

m. The Company shall provide a transfer agent for all the Registrable Securities
not later than the  effective  date of the first  Registration  Statement  filed
pursuant hereto.

n. If  requested  by the Holders,  the Company  shall (i) as soon as  reasonably
practical  incorporate in a prospectus  supplement or  post-effective  amendment
such information as such Holders reasonably determine should be included therein
relating to the sale and  distribution  of  Registrable  Securities,  including,
without limitation,  information with respect to the offering of the Registrable
Securities to be sold in such offering;  (ii) make all required  filings of such
prospectus  supplement  or  post-effective  amendment as soon as notified of the
matters to be  incorporated  in such  prospectus  supplement  or  post-effective
amendment; and (iii) supplement or make amendments to any Registration Statement
if reasonably requested by such Holders.

o. The Company  shall use its best efforts to cause the  Registrable  Securities
covered  by the  applicable  Registration  Statement  to be  registered  with or
approved by such other governmental  agencies or authorities as may be necessary
to consummate the disposition of such Registrable Securities.

p. The Company shall make generally available to its security holders as soon as
reasonably  practical,  but not later than ninety (90)  calendar  days after the
close of the period covered thereby,

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an earnings  statement (in form  complying with the provisions of Rule 158 under
the 1933 Act) covering a twelve-month  period beginning not later than the first
day of the Company's  fiscal  quarter next  following the effective  date of any
Registration Statement.

q.  The  Company  shall  otherwise  use its  best  efforts  to  comply  with all
applicable  rules and regulations of the SEC in connection with any registration
hereunder.

r. Within one (1) business day after the  Registration  Statement which includes
Registrable  Securities  is declared  effective  by the SEC,  the Company  shall
deliver,  and shall  cause legal  counsel  for the  Company to  deliver,  to the
transfer  agent for such  Registrable  Securities,  with copies to the Investor,
confirmation that such Registration Statement has been declared effective by the
SEC in the form attached hereto as Exhibit A.

s. At or prior to the date of the first Put  Notice  (as that term is defined in
the Investment  Agreement) and at such other times as the Holders may reasonably
request,  the Company  shall cause to be  delivered,  letters from the Company's
independent  certified public accountants (i) addressed to the Holders that such
accountants are independent  public  accountants  within the meaning of the 1933
Act and the applicable published rules and regulations  thereunder,  and (ii) in
customary  form and  covering  such  financial  and  accounting  matters  as are
customarily  covered by  letters of  independent  certified  public  accountants
delivered to underwriters in connection with public offerings.

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

               4.   OBLIGATIONS OF THE HOLDERS.

a. At least five (5) calendar days prior to the first anticipated filing date of
a Registration  Statement the Company shall notify each Holder in writing of the
information the Company  requires from each such Holder if such Holder elects to
have any of such Holder's  Registrable  Securities included in such Registration
Statement.  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 Holder that such Holder shall furnish in
writing 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 reasonably be required to effect the registration
of such  Registrable  Securities  and shall execute such documents in connection
with such  registration  as the  Company  may  reasonably  request.  Each Holder
covenants and agrees that, in connection with any sale of Registrable Securities
by it pursuant to a  Registration  Statement,  it shall comply with the "Plan of
Distribution"  section of the current  prospectus  relating to such Registration
Statement.

b. Each Holder,  by such  Holder's  acceptance  of the  Registrable  Securities,
agrees to cooperate  with the Company as reasonably  requested by the Company in
connection  with  the  preparation  and  filing  of any  Registration  Statement
hereunder, unless such Holder has notified the Company in

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writing of such Holder's  election to exclude all of such  Holder's  Registrable
Securities from such Registration Statement.

c. Each Holder  agrees that,  upon receipt of any notice from the Company of the
happening  of any  event of the kind  described  in  Section  3(f) or the  first
sentence of 3(e),  such  Holder  will  immediately  discontinue  disposition  of
Registrable  Securities pursuant to any Registration  Statement(s) covering such
Registrable  Securities  until  such  Holder's  receipt  of  the  copies  of the
supplemented  or amended  prospectus  contemplated  by Section 3(f) or the first
sentence of 3(e).

               5.   EXPENSES OF REGISTRATION.

     All reasonable expenses, other than underwriting discounts and commissions,
incurred in connection with registrations, filings or qualifications pursuant to
Sections 2 and 3, including,  without limitation, all registration,  listing and
qualifications fees, printing and accounting fees, and fees and disbursements of
counsel for the Company shall be paid by the Company.

               6.   INDEMNIFICATION.

     In the event any  Registrable  Securities  are  included in a  Registration
Statement under this Agreement:

     To the fullest extent  permitted by law, the Company will, and hereby does,
indemnify,  hold  harmless  and defend  each  Holder who holds such  Registrable
Securities,   the   directors,    officers,    partners,    employees,   agents,
representatives of, and each Person, if any, who controls, any Holder within the
meaning of the 1933 Act or the Securities  Exchange Act of 1934, as amended (the
"1934  Act"),  (each,  an  "Indemnified  Person"),  against any losses,  claims,
damages,  liabilities,  judgments, fines, penalties,  charges, costs, attorneys'
fees,  amounts paid in settlement or expenses,  joint or several  (collectively,
"Claims"), incurred in investigating,  preparing or defending any action, claim,
suit, inquiry,  proceeding,  investigation or appeal taken from the foregoing by
or before any court or governmental,  administrative or other regulatory agency,
body or the SEC,  whether  pending or threatened,  whether or not an indemnified
party is or may be a party thereto ("Indemnified Damages"), to which any of them
may become subject  insofar as such Claims (or actions or  proceedings,  whether
commenced or threatened, in respect thereof) arise out of or are based upon: (i)
any  untrue  statement  or alleged  untrue  statement  of a  material  fact in a
Registration Statement or any post-effective  amendment thereto or in any filing
made in connection with the  qualification  of the offering under the securities
or other "blue sky" laws of any jurisdiction in which Registrable Securities are
offered  ("Blue Sky  Filing"),  or the  omission or alleged  omission to state a
material fact required to be stated  therein or necessary to make the statements
therein,  in light of the circumstances  under which the statements therein were
made, not misleading, (ii) any untrue statement or alleged untrue statement of a
material fact contained in the final prospectus (as amended or supplemented,  if
the Company files any amendment  thereof or supplement  thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to
make the statements made therein,  in light of the circumstances under which the
statements therein were made, not misleading,  or (iii) any violation or alleged
violation  by the  Company  of the  1933  Act,  the 1934  Act,  any  other  law,
including, without limitation, any state securities law, or any rule or

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regulation  thereunder  relating  to  the  offer  or  sale  of  the  Registrable
Securities  pursuant to a  Registration  Statement (the matters in the foregoing
clauses (i) through  (iii) being,  collectively,  "Violations").  Subject to the
restrictions  set forth in  Section  6(c) with  respect  to the  number of legal
counsel,  the Company  shall  reimburse  the  Holders and each such  controlling
person,  promptly as such expenses are incurred and are due and payable, for any
reasonable  legal  fees  or  other  reasonable  expenses  incurred  by  them  in
connection  with  investigating  or  defending  any such Claim.  Notwithstanding
anything  to  the  contrary  contained  herein,  the  indemnification  agreement
contained in this Section 6(a): (i) shall not apply to a Claim arising out of or
based upon a Violation  which  occurs in reliance  upon and in  conformity  with
information  furnished  in writing  to the  Company  by any  Indemnified  Person
expressly  for  use in  connection  with  the  preparation  of the  Registration
Statement  or  any  such  amendment  thereof  or  supplement  thereto,  if  such
prospectus  were timely made available by the Company  pursuant to Section 3(c);
(ii) shall not be  available  to the extent such Claim is based on (a) a failure
of the  Holder  to  deliver  or to cause to be  delivered  the  prospectus  made
available  by the Company or (b) the  Indemnified  Person's  use of an incorrect
prospectus  despite being promptly  advised in advance by the Company in writing
not to use such incorrect prospectus;  and (iii) shall not apply to amounts paid
in  settlement  of any Claim if such  settlement  is effected  without the prior
written  consent  of the  Company,  which  consent  shall  not  be  unreasonably
withheld. Such indemnity shall remain in full force and effect regardless of any
investigation  made by or on behalf of the Indemnified  Person and shall survive
the  resale  of the  Registrable  Securities  by  the  Holders  pursuant  to the
Registration Statement.

     In  connection  with  any  Registration  Statement  in  which a  Holder  is
participating,  each such Holder agrees to severally and not jointly  indemnify,
hold  harmless  and defend,  to the same extent and in the same manner as is set
forth in Section 6(a), the Company, each of its directors,  each of its officers
who signs the  Registration  Statement,  each  Person,  if any, who controls the
Company  within the  meaning of the 1933 Act or the 1934 Act  (collectively  and
together with an Indemnified Person, an "Indemnified Party"),  against any Claim
or Indemnified  Damages to which any of them may become subject,  under the 1933
Act, the 1934 Act or  otherwise,  insofar as such Claim or  Indemnified  Damages
arise out of or are based upon any  Violation,  in each case to the extent,  and
only  to the  extent,  that  such  Violation  occurs  in  reliance  upon  and in
conformity  with  written  information  furnished  to the Company by such Holder
expressly for use in connection with such Registration  Statement;  and, subject
to  Section  6(c),  such  Holder  will  reimburse  any  legal or other  expenses
reasonably  incurred by them in connection with  investigating  or defending any
such Claim;  provided,  however,  that the indemnity agreement contained in this
Section 6(b) and the agreement with respect to contribution contained in Section
7 shall not apply to amounts paid in settlement of any Claim if such  settlement
is effected  without the prior  written  consent of such Holder,  which  consent
shall not be unreasonably withheld;  provided, further, however, that the Holder
shall be liable  under  this  Section  6(b) for only  that  amount of a Claim or
Indemnified  Damages  as does not exceed the net  proceeds  to such  Holder as a
result  of the sale of  Registrable  Securities  pursuant  to such  Registration
Statement.  Such indemnity  shall remain in full force and effect  regardless of
any  investigation  made by or on  behalf  of such  Indemnified  Party and shall
survive the resale of the Registrable  Securities by the Holders pursuant to the
Registration  Statement.  Notwithstanding  anything  to the  contrary  contained
herein,  the  indemnification  agreement  contained  in this  Section  6(b) with
respect  to any  preliminary  prospectus  shall not inure to the  benefit of any
Indemnified Party if the untrue statement or omission of material fact contained

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in  the  preliminary  prospectus  were  corrected  on  a  timely  basis  in  the
prospectus,  as then amended or  supplemented.  This  indemnification  provision
shall apply  separately to each Investor and  liability  hereunder  shall not be
joint and several.

     Promptly after receipt by an Indemnified  Person or Indemnified Party under
this  Section 6 of  notice  of the  commencement  of any  action  or  proceeding
(including  any  governmental  action or  proceeding)  involving  a Claim,  such
Indemnified  Person or Indemnified Party shall, if a Claim in respect thereof is
to be made against any  indemnifying  party under this Section 6, deliver to the
indemnifying  party  a  written  notice  of the  commencement  thereof,  and the
indemnifying  party shall have the right to  participate  in, and, to the extent
the indemnifying  party so desires,  jointly with any other  indemnifying  party
similarly  noticed,  to assume  control  of the  defense  thereof  with  counsel
mutually  satisfactory to the indemnifying  party and the Indemnified  Person or
the  Indemnified  Party,  as  the  case  may  be;  provided,  however,  that  an
Indemnified  Person or Indemnified  Party shall have the right to retain its own
counsel with the fees and expenses to be paid by the indemnifying  party, if, in
the  reasonable  opinion of counsel  retained  by the  indemnifying  party,  the
representation  by such counsel of the Indemnified  Person or Indemnified  Party
and the  indemnifying  party would be  inappropriate  due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any
other party  represented by such counsel in such  proceeding.  The  indemnifying
party shall pay for only one separate legal counsel for the Indemnified  Persons
or the Indemnified Parties, as applicable, and such counsel shall be selected by
the Holders,  if the Holders are entitled to indemnification  hereunder,  or the
Company, if the Company is entitled to indemnification hereunder, as applicable.
The  Indemnified  Party or  Indemnified  Person shall  cooperate  fully with the
indemnifying  party in connection  with any  negotiation  or defense of any such
action or claim by the indemnifying  party and shall furnish to the indemnifying
party  all  information   reasonably  available  to  the  Indemnified  Party  or
Indemnified  Person which relates to such action claim. The  indemnifying  party
shall keep the  Indemnified  Party or Indemnified  Person fully appraised at all
times as to the  status  of the  defense  or any  settlement  negotiations  with
respect thereto. No indemnifying party shall be liable for any settlement of any
action,  claim or proceeding  effected  without its written  consent,  provided,
however, that the indemnifying party shall not unreasonably  withhold,  delay or
condition its consent.  No indemnifying party shall,  without the consent of the
Indemnified  Party or  Indemnified  Person,  consent to entry of any judgment or
enter into any  settlement  or other  compromise  which  does not  include as an
unconditional  term  thereof  the giving by the  claimant or  plaintiff  to such
Indemnified  Party or  Indemnified  Person of a release  from all  liability  in
respect to such Claim. Following  indemnification as provided for hereunder, the
indemnifying party shall be surrogated to all rights of the Indemnified Party or
Indemnified  Person with  respect to all third  parties,  firms or  corporations
relating to the matter for which  indemnification  has been made. The failure to
deliver written notice to the indemnifying party within a reasonable time of the
commencement of any such action shall not relieve such indemnifying party of any
liability to the Indemnified  Person or Indemnified  Party under this Section 6,
except to the extent that the indemnifying party is prejudiced in its ability to
defend such action.

     The  indemnification  required by this  Section 6 shall be made by periodic
payments  of the  amount  thereof  during  the  course of the  investigation  or
defense, as and when bills are received or Indemnified Damages are incurred.


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     The indemnity  agreements  contained herein shall be in addition to (i) any
cause of action or similar right of the Indemnified Party or Indemnified  Person
against  the  indemnifying  party  or  others,  and  (ii)  any  liabilities  the
indemnifying party may be subject to pursuant to the law.

               7.   CONTRIBUTION.

     To the extent any indemnification by an indemnifying party is prohibited or
limited by law, the indemnifying  party agrees to make the maximum  contribution
with respect to any amounts for which it would otherwise be liable under Section
6 to the fullest  extent  permitted  by law;  provided,  however,  that:  (i) no
contribution  shall be made under  circumstances  where the maker would not have
been liable for  indemnification  under the fault standards set forth in Section
6;  (ii)  no   seller   of   Registrable   Securities   guilty   of   fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution  from any seller of Registrable  Securities who was not
guilty of fraudulent misrepresentation;  and (iii) contribution by any seller of
Registrable  Securities shall be limited in amount to the net amount of proceeds
received by such seller from the sale of such Registrable Securities.

               8.   REPORTS UNDER THE 1934 ACT.

     With a view to making  available  to the Holders  the  benefits of Rule 144
promulgated  under the 1933 Act or any other  similar rule or  regulation of the
SEC that may at any time permit the Holders to sell securities of the Company to
the public without registration ("Rule 144"), the Company agrees to:

a. make and keep public information available, as those terms are understood and
defined in Rule 144;

b. file with the SEC in a timely manner all reports and other documents required
of the  Company  under  the 1933  Act and the  1934  Act so long as the  Company
remains subject to such  requirements  (it being  understood that nothing herein
shall limit the  Company's  obligations  under  Section  5(c) of the  Investment
Agreement)  and the filing of such  reports and other  documents is required for
the applicable provisions of Rule 144; and

c. furnish to the Investor,  promptly upon request,  (i) a written  statement by
the Company that it has complied  with the reporting  requirements  of Rule 144,
the  1933  Act and the  1934  Act,  (ii) a copy of the  most  recent  annual  or
quarterly report of the Company and such other reports and documents so filed by
the Company,  and (iii) such other information as may be reasonably requested to
permit  the  Investor  to sell  such  securities  pursuant  to Rule 144  without
registration.

               9.   NO ASSIGNMENT OF REGISTRATION RIGHTS.

     The rights under this Agreement shall not be assignable.


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               10.  AMENDMENT OF REGISTRATION RIGHTS.

     Provisions of this  Agreement may be amended only with the written  consent
of the Company and Holders.  No such amendment  shall be effective to the extent
that it applies to less than all of the Holders of the Registrable Securities.

               11.  MISCELLANEOUS.

a. A Person is deemed to be a Holder of  Registrable  Securities  whenever  such
Person  owns of record such  Registrable  Securities.  If the  Company  receives
conflicting  instructions,  notices or  elections  from two or more Persons with
respect to the same Registrable Securities, the Company shall act upon the basis
of instructions,  notice or election  received from the registered owner of such
Registrable Securities.

b. Any notices other communications  required or permitted to be given under the
terms of this  Agreement  must be in  writing  and will be  deemed  to have been
delivered (i) upon receipt, when delivered  personally;  (ii) upon receipt, when
sent by facsimile  (provided a confirmation  of  transmission is mechanically or
electronically  generated and kept on file by the sending  party);  or (iii) one
(1) day after deposit with a nationally  recognized  overnight delivery service,
in each case properly  addressed to the party to receive the same. The addresses
and facsimile numbers for such communications shall be:

If to the Company:

     CAN-CAL Resources, Ltd.
     8221 Cretan Blue Lane
     Las Vegas, NV 89128
     Attention: Ronald D. Sloan, President
     Telephone: 702-240-6565
     Facsimile: 702-243-1869

     With a copy to:
     The Law Office of Stephen E. Rounds
     4635 East Eighteenth Avenue
     Denver, Colorado USA 80220
     Attention:  Stephen E. Rounds, Esq.
     Telephone: 303-377-6997
     Facsimile: 303-377-0231

If to the Investor:

         At the address stated in the Investment Agreement.


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If to May Davis Group, Inc.:
     Hunter Singer
     May Davis Group, Inc.
     --------------------------
     --------------------------
     New York, New York __________
     Tel.:  ____________
     Fax:  ____________

     Each party shall  provide five (5) business  days prior notice to the other
party of any change in address, phone number or facsimile number.

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. The laws of the  State of Nevada  shall  govern  all  issues  concerning  the
relative rights of the Company and its  stockholders.  All other questions shall
be governed by and  interpreted in accordance  with the laws of the State of New
York without  regard to the  principles  of conflict of laws.  Each party hereby
irrevocably  submits to the non-exclusive  jurisdiction of the state and federal
courts  sitting  in  the  City  of New  York,  borough  of  Manhattan,  for  the
adjudication  of any dispute  hereunder  or in  connection  herewith or with any
transaction  contemplated  hereby or discussed  herein,  and hereby  irrevocably
waives,  and agrees not to assert in any suit,  action or proceeding,  any claim
that it is not personally  subject to the  jurisdiction of any such court,  that
such suit, action or proceeding is brought in an inconvenient  forum or that the
venue of such  suit,  action  or  proceeding  is  improper.  Each  party  hereby
irrevocably  waives  personal  service of process and consents to process  being
served in any such suit,  action or proceeding by mailing a copy thereof to such
party at the address for such 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.  If any  provision  of this
Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity
or  unenforceability  shall not affect the  validity  or  enforceability  of the
remainder  of  this   Agreement  in  that   jurisdiction   or  the  validity  or
enforceability of any provision of this Agreement in any other jurisdiction.

e. This Agreement and the Transaction  Documents constitute the entire agreement
among the parties  hereto with respect to the subject matter hereof and thereof.
There are no  restrictions,  promises,  warranties or  undertakings,  other than
those set forth or referred to herein and therein.

f. This Agreement and the Transaction  Documents  supersede all prior agreements
and  understandings  among the parties hereto with respect to the subject matter
hereof and thereof.

g. The headings in this  Agreement  are for  convenience  of reference  only and
shall not limit or otherwise affect the meaning hereof. Whenever required by the
context of this  Agreement,  the singular shall include the plural and masculine
shall include the feminine. This Agreement shall

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not be construed as if it had been prepared by one of the parties, but rather as
if all the parties had prepared the same.

h. This Agreement may be executed in two or more identical counterparts, each of
which shall be deemed an original but all of which shall  constitute one and the
same agreement.  This Agreement,  once executed by a party,  may be delivered to
the other party hereto by  facsimile  transmission  of a copy of this  Agreement
bearing the signature of the party so delivering this Agreement.

i. Each party shall do and perform, or cause to be done and performed,  all such
further  acts  and  things,  and  shall  execute  and  deliver  all  such  other
agreements,  certificates,  instruments  and  documents,  as the other party may
reasonably  request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.

k. The language used in this Agreement will be deemed to be the language  chosen
by  the  parties  to  express  their  mutual  intent  and  no  rules  of  strict
construction will be applied against any party.



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


                      CAN-CAL RESOURCES, LTD.



                        By:     /s/  Ronald D. Sloan
                              ---------------------------------------------
                        Name: Ronald D. Sloan
                              Title:  President


                        DRH INVESTMENT COMPANY, LLC


                        By:     /s/  Alfred Hahnfeldt
                              ---------------------------------------------
                        Name: Alfred Hahnfeldt
                        Title: Managing Member


                        DUTCHESS PRIVATE EQUITIES FUND, L.P.
                        By its General Partner Dutchess Capital Management, LLC


                        By:   /s/  Michael A. Novielli
                              ----------------------------------------------
                        Name: Michael A. Novielli
                        Title: A Managing Member


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<PAGE>



                                    EXHIBIT A

FORM OF NOTICE OF EFFECTIVENESS
OF REGISTRATION STATEMENT

                                                             Date: __________
[TRANSFER AGENT]

          Re:  CAN-CAL Resources, Ltd.

Ladies and Gentlemen:

     We are  counsel to  CAN-CAL  Resources,  Ltd.,  a Nevada  corporation  (the
"Company"),  and have  represented  the Company in connection  with that certain
Investment Agreement (the "Investment  Agreement") entered into by and among the
Company and  _________________________  (the  "Investor")  pursuant to which the
Company  has  agreed to issue to the  Investor  shares of the  Company's  common
stock,  $.001  par  value  per  share  (the  "Common  Stock")  on the  terms and
conditions  set forth in the  Investment  Agreement.  Pursuant to the Investment
Agreement,  the Company also has entered into a  Registration  Rights  Agreement
with the Investor (the "Registration  Rights  Agreement")  pursuant to which the
Company agreed,  among other things, to register the Registrable  Securities (as
defined in the Registration  Rights  Agreement),  including the shares of Common
Stock issued or issuable  under the Investment  Agreement,  under the Securities
Act of 1933,  as amended  (the "1933 Act").  In  connection  with the  Company's
obligations under the Registration Rights Agreement,  on ____________ ___, 2001,
the  Company  filed  a   Registration   Statement  on  Form  S-  ___  (File  No.
333-________)  (the  "Registration  Statement") with the Securities and Exchange
Commission (the "SEC") relating to the  Registrable  Securities  which names the
Investor as a selling shareholder thereunder.

     In connection with the foregoing,  we advise you that a member of the SEC's
staff has advised us by  telephone  that the SEC has entered an order  declaring
the  Registration  Statement  effective under the 1933 Act at [enter the time of
effectiveness]  on  [enter  the  date of  effectiveness]  and to the best of our
knowledge,  after  telephonic  inquiry of a member of the SEC's  staff,  no stop
order suspending its  effectiveness  has been issued and no proceedings for that
purpose  are  pending  before,  or  threatened  by, the SEC and the  Registrable
Securities  are  available  for  resale  under  the  1933  Act  pursuant  to the
Registration Statement.

                                       Very truly yours,

                                       [Company Counsel]

                                       By:
                                           --------------------------------
cc:      [Investor]


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