Exhibit
      10.3

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      Registration Rights Agreement (this “Agreement”)
      is
      made and entered into as of July 31, 2008 by and among CJPG, Inc., a Nevada
      corporation (the “Company”),
      and
      the several purchasers signatory hereto (each a “Purchaser”
and
      collectively, the “Purchasers”).

     

    This
      Agreement is made pursuant to the Securities Purchase Agreement, dated as of
      the
      date hereof between the Company and each Purchaser (the “Purchase
      Agreement”).

     

    NOW,
      THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
      and for other good and valuable consideration, the receipt and adequacy of
      which
      are hereby acknowledged, the Company and the Purchasers agree as follows:


     

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

     

    “Adjustment
      Shares”
means
      any additional shares of Common Stock issued or issuable to the Purchasers
      pursuant to Section 2.3 of the Purchase Agreement.

     

    “Adjustment
      Warrants”
means
      any additional warrants issued or issuable to the Purchasers pursuant to Section
      2.3 of the Purchase Agreement.

     

    “Adjustment
      Warrant Shares”
means
      the shares of Common Stock issued or issuable upon exercise of any Adjustment
      Warrants.

     

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

     

    “Affiliate”
means,
      with respect to any person, any other person which directly or indirectly
      controls, is controlled by, or is under common control with, such
      person.

     

    “Business
      Day”
means
      a
      day, other than a Saturday or Sunday, on which banks in New York City are open
      for the general transaction of business.

     

    “Closing”
has
      the
      meaning set forth in the Purchase Agreement.

     

    “Closing
      Date”
has
      the
      meaning set forth in the Purchase Agreement.

     

    “Commission”
means
      the Securities and Exchange Commission.

     

    “Common
      Stock”
means
      the common stock of the Company, par value $0.001 per share, and any securities
      into which such common stock may hereinafter be reclassified. 

     

    “Effective
      Date”
means
      the date that the Registration Statement filed pursuant to Section 2(a) is
      first
      declared effective by the Commission.

     

    “Effectiveness
      Deadline”
means,
      with respect to the Registration Statement required to be filed to cover the
      resale by the Holders of the Registrable Securities, the earlier of: (i) the
      90th
      calendar
      day following the applicable Filing Deadline, and (ii) the fifth (5th)
      Trading
      Day following the date on which the Company is notified by the Commission that
      the Registration Statement will not be reviewed or is no longer subject to
      further review and comments and the effectiveness of the applicable Registration
      Statement may be accelerated; provided,
      however,
      that if
      the Effective Deadline falls on a Saturday, Sunday or other day that the
      Commission is closed for business, the Effectiveness Deadline shall be extended
      to the next business day on which the Commission is open for business.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Effectiveness
      Period”
shall
      have the meaning set forth in Section 2(b).

     

    “Event”
shall
      have the meaning set forth in Section 2(c).

     

    “Event
      Date”
shall
      have the meaning set forth in Section 2(c).

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      promulgated thereunder.

     

    “Filing
      Deadline”
means,
      with respect to the Registration Statement required to be filed pursuant to
      Section 2(a): (i) the 30h
      calendar
      day following the Closing Date with respect to all Registrable Securities other
      than the Adjustment Shares and the Adjustment Warrant Shares, or (ii) the
      30th
      calendar
      day following issuance of the Adjustment Shares with respect to such Adjustment
      Shares and the Adjustment Warrant Shares.

     

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

     

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

     

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

     

    “Losses”
shall
      have 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.

     

    “Person”
means
      an individual or corporation, partnership, trust, incorporated or unincorporated
      association, joint venture, limited liability company, joint stock company,
      government (or an agency or subdivision thereof) or other entity of any
      kind.

     

    “Placement
      Agents”
means
      Sterne, Agee & Leach Inc., Feltl and Company, Inc. and Rodman & Renshaw,
      LLC, and any permitted assigns.

     

    “Principal
      Trading Market”
means
      the Trading Market on which the Common Stock is primarily listed on and quoted
      for trading, which, as of the Closing Date, shall be the electronic pink sheets
      of the U. S. Over-the-Counter (OTC) market.

     

    “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.

     

    
      
        
        

      

      
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    “Register,”
      “registered”
and
      “registration”
refer
      to a registration made by preparing and filing a Registration Statement or
      similar document in compliance with the Securities Act and pursuant to Rule
      415,
      and the declaration or ordering of effectiveness of such Registration Statement
      or document.

     

    “Registrable
      Securities”
means
      all of (i) the Shares, (ii) the Warrant Shares issued or issuable upon the
      exercise of the Warrants, (iii) the Adjustment Shares, (iv) the Adjustment
      Warrant Shares issuable upon exercise of the Adjustment Warrants, (v) any
      additional shares issuable in connection with any anti-dilution provisions
      in
      the Warrants (without giving effect to any limitations on exercise set forth
      in
      the Warrant) and (vi) any securities issued or issuable on Registrable
      Securities listed in (i) through (v) above upon any stock split, dividend or
      other distribution, recapitalization or similar event; provided,
      that
      the Holder has completed and delivered to the Company a Selling Shareholder
      Questionnaire; and provided,
      further,
      that a
      Holder’s security shall cease to be Registrable Security upon the earliest to
      occur of the following: (A) sale pursuant to a Registration Statement or Rule
      144 under the Securities Act (in which case, only such security sold shall
      cease
      to be a Registrable Security); or (B) such security becoming eligible for sale
      by the Holder without volume restrictions pursuant to Rule 144 pursuant to
      Rule
      144.

     

    “Registration
      Statements”
means
      any one or more registration statements of the Company filed under the
      Securities Act that covers the resale of any of the Registrable Securities
      pursuant to the provisions of this Agreement (including without limitation
      the
      Initial Registration Statement, the New Registration Statement and any Remainder
      Registration Statements), amendments and supplements to such Registration
      Statements, including post-effective amendments, all exhibits and all material
      incorporated by reference or deemed to be incorporated by reference in such
      Registration Statements.

     

    “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, and the rules and regulations
      promulgated thereunder.

     

    “Selling
      Shareholder Questionnaire”
means
      a
      questionnaire in the form attached as Annex
      B
      hereto,
      or such other form of questionnaire as may reasonably be adopted by the Company
      from time to time.

     

    “Shares”
means
      the shares of Common Stock issued or issuable to the Purchasers pursuant to
      Section 2.1 of the Purchase Agreement.

     

    
      
        
        

      

      
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    “Subscription
      Amount”
means
      $0.405 (as subject to adjustment for stock splits and stock dividends affecting
      the Shares), being the per security purchase price paid by each Purchaser for
      the securities purchased by such Purchaser pursuant to the Purchase
      Agreement.

     

    “Trading
      Day”
means
      (i) a day on which the Common Stock is listed or quoted and traded on its
      primary Trading Market (other than the OTC Bulletin Board), or (ii) if the
      Common Stock is not listed on a Trading Market (other than the OTC Bulletin
      Board), a day on which the Common Stock is traded in the over-the-counter
      market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock
      is
      not quoted on any Trading Market, a day on which the Common Stock is quoted
      in
      the over-the-counter market as reported by the National Quotation Bureau
      Incorporated (or any similar organization or agency succeeding to its functions
      of reporting prices); provided,
      that in
      the event that the Common Stock is not listed or quoted as set forth in (i),
      (ii) and (iii) hereof, then Trading Day shall mean a Business Day.

     

    “Trading
      Market”
means
      whichever of the New York Stock Exchange, the American Stock Exchange, the
      NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market
      or OTC Bulletin Board on which the Common Stock is listed or quoted for trading
      on the date in question. 

     

    “Warrants”
means
      the Warrants issued pursuant to the Purchase Agreement.

     

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

     

    2. Registration.

     

    (a) On
      or
      prior to the applicable Filing Deadline, 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
      (the “Initial
      Registration Statement”).
      The
      Initial Registration Statement shall be on Form S-3 (except if the Company
      is
      not then eligible to register for resale the Registrable Securities on Form
      S-3,
      in which case such registration shall be on another appropriate form in
      accordance with the Securities Act) and 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. Notwithstanding the registration obligations set forth in this
      subsection (a) and subsections (b) and (c) of this Section 2, in the event
      the
      Commission informs the Company that all of the Registrable Securities cannot,
      as
      a result of the application of Rule 415, be registered for resale on a single
      registration statement, the Company agrees to promptly (i) inform each of the
      holders thereof and use its reasonable best efforts to file amendments to the
      Initial Registration Statement as required by the Commission and/or (ii)
      withdraw the Initial Registration Statement and file a new registration
      statement (a “New
      Registration Statement”),
      in
      either case covering the maximum number of Registrable Securities permitted
      to
      be registered by the Commission on Form S-3 or such other form available to
      register for resale the Registrable Securities. In the event the Company amends
      the Initial Registration Statement or files a New Registration Statement, as
      the
      case may be, under clauses (i) or (ii) above, the Company will use its
      reasonable best efforts to file with the Commission, as promptly as allowed
      by
      Commission or staff guidance provided to the Company or to registrants of
      securities in general, one or more registration statements on Form S-3 or such
      other form available to register for resale those Registrable Securities that
      were not registered for resale on the Initial Registration Statement, as
      amended, or the New Registration Statement (the “Remainder
      Registration Statements”).
      

     

    
      
        
        

      

      
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    (b) The
      Company shall use its best efforts to cause each Registration Statement to
      be
      declared effective by the Commission as soon as practicable and, with respect
      to
      the Initial Registration Statement or the New Registration Statement, as
      applicable, no later than the Effectiveness Deadline (including filing with
      the
      Commission a request for acceleration of effectiveness in accordance with Rule
      461 promulgated under the Securities Act within five (5) Business Days after
      the
      date that the Company is notified (orally or in writing, whichever is earlier)
      by the Commission that such Registration Statement will not be “reviewed,” or
      not be subject to further review and the effectiveness of such Registration
      Statement may be accelerated) and shall use its reasonable best efforts to
      keep
      each Registration Statement continuously effective under the Securities Act
      until the earlier of (i) such time as all of the Registrable Securities covered
      by such Registration Statement have been publicly sold by the Holders, (ii)
      the
      date that all Registrable Securities covered by such Registration Statement
      may
      be sold by non-affiliates without volume restrictions pursuant to Rule 144
      as
      determined by 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, or (iii) two (2) years following the applicable Effective
      Date
      (the “Effectiveness
      Period”).
      The
      Company shall ensure that each 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 the case
      of
      prospectuses, in the light of the circumstances in which they were made) not
      misleading. Each Registration Statement shall also cover, to the extent
      allowable under the Securities Act and the rules promulgated thereunder
      (including Rule 416), such indeterminate number of additional shares of Common
      Stock resulting from stock splits, stock dividends or similar transactions
      with
      respect to the Registrable Securities. The Company shall telephonically request
      effectiveness of a Registration Statement as of 5:00 pm Eastern Time on a
      Trading Day. The Company shall promptly notify the Holders via facsimile or
      e-mail of the effectiveness of a Registration Statement on the same Trading
      Day
      that the Company telephonically confirms effectiveness with the Commission,
      which shall be the date requested for effectiveness of a Registration Statement.
      The Company shall, by 9:30 am Eastern Time on the Trading Day after the
      Effective Date (as defined in the Purchase Agreement), file a final Prospectus
      with the Commission pursuant to Rule 424. 

     

    (c) 
      If: (i)
      the Initial Registration Statement is not filed on or prior to the applicable
      Filing Deadline, (ii) the Initial Registration Statement or the New Registration
      Statement, as applicable, is not declared effective by the Commission (or
      otherwise does not become effective) on or prior to its Effectiveness Deadline
      or (iii) after its Effective Date, such Registration Statement ceases for any
      reason (including without limitation by reason of a stop order, or the Company’s
      failure to update the Registration Statement), but excluding the inability
      of
      any Holder to sell the Registrable Securities covered thereby due to market
      conditions, to remain continuously effective and available to the Holders as
      to
      all Registrable Securities to which it is required to cover at any time prior
      to
      the expiration of the Effectiveness Period for (A) an aggregate of more than
      20
      consecutive Trading Days or for more than an aggregate of 40 Trading Days in
      any
      12-month period (which need not be consecutive) if the Registration Statement
      is
      filed on Form S-3, or (B) an aggregate of more than 30 consecutive Trading
      Days
      or for more than an aggregate of 60 Trading Days in any 12-month period (which
      need not be consecutive) if the Registration Statement is filed on a form other
      than Form S-3 (any such failure or breach in clauses (i), (ii) or (iii) above
      being referred to as an “Event,”
and,
      for purposes of clauses (i) or (ii), the date on which such Event occurs, or
      for
      purposes of clause (iii), the date which such consecutive or Trading Day period
      (as applicable) is exceeded, being referred to as “Event
      Date”),
      then
      in addition to any other rights available to the Holders: (x) on such Event
      Date
      the Company shall pay to each Holder an amount in cash, as partial liquidated
      damages and not as a penalty, equal to 1.0% of the aggregate purchase price
      paid
      by such Holder pursuant to the Purchase Agreement for any Registrable Securities
      then held by such Holder (which remedy shall not be exclusive of any other
      remedies available under this Agreement); and (y) on each monthly anniversary
      of
      each such Event Date thereof (if the applicable Event shall not have been cured
      by such date) until the applicable Event is cured, the Company shall pay to
      each
      Holder an amount in cash, as partial liquidated damages and not as a penalty,
      equal to 1.0% of the aggregate purchase price paid by such Holder pursuant
      to
      the Purchase Agreement for any Registrable Securities then held by such Holder
      (which remedy shall not be exclusive of any other remedies available under
      this
      Agreement). The parties agree that the Company will not be liable for liquidated
      damages under this Section 2(c) in respect of the Warrants, the Warrant Shares,
      the Adjustment Warrants or the Adjustment Warrant Shares. If the Company fails
      to pay any partial liquidated damages pursuant to this Section in full within
      seven days after the date payable, the Company will pay interest thereon at
      a
      rate of 10% per annum (or such lesser maximum amount that is permitted to be
      paid by applicable law) to the Holder, accruing daily from the date such partial
      liquidated damages are due until such amounts, plus all such interest thereon,
      are paid in full. The partial liquidated damages pursuant to the terms hereof
      shall apply on a daily pro-rata basis for any portion of a month prior to the
      cure of an Event, except in the case of the first Event Date. Notwithstanding
      the foregoing, the maximum payment to a Holder associated with all Events in
      the
      aggregate shall not exceed (i) in any 30-day period, an aggregate of 1.0% of
      the
      purchase price paid by such Holder for its Registrable Securities (plus interest
      accrued thereon, if applicable) and (ii) 10.0% of the purchase paid by such
      Holder for its Registrable Securities.

     

    
      
        
        

      

      
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    (d) Each
      Holder agrees to furnish to the Company a completed and executed Selling
      Shareholder Questionnaire. The Company shall not be required to include the
      Registrable Securities of a Holder in a Registration Statement and shall not
      be
      required to pay any liquidated or other damages under Section 2(c) to any Holder
      who fails to furnish to the Company a fully completed and executed Selling
      Shareholder Questionnaire at least two Trading Days prior to the Filing
      Deadline, or if sooner, five Trading Days after the Company furnishes copies
      of
      the sections of the Prospectus, as contemplated by Section 3(a).

    


    (e) The
      Company shall cooperate with the Placement Agents in connection with any filing
      required to be made by the Placement Agents with the Financial Industry
      Regulatory Authority (“FINRA”)
      Corporate Financing Department pursuant to FINRA Rule 2710(b)(10)(A)(i) with
      respect to the public offering contemplated by the Registration Statements
      (a
“FINRA
      Filing”)
      and
      pay the filing fee required by such FINRA Filing. The Company shall use
      commercially reasonable efforts to cooperate with the Placements Agents and
      to
      assist them in pursuing the FINRA Filing until FINRA issues a letter confirming
      that it does not object to the terms of the offering contemplated by the
      Registration Statement. 

    


    (f) In
      the
      event that Form S-3 is not  available for the registration of the resale of
      Registrable Securities hereunder, the Company shall
      (i)
      register the resale of the Registrable Securities on another appropriate form
      reasonably acceptable to the Holders and (ii) undertake to register the
      Registrable Securities on Form S-3 as soon as such form is available, provided
      that the Company shall maintain the effectiveness of the Registration Statement
      then in effect until such time as a Registration Statement on Form S-3 covering
      the Registrable Securities has been declared effective by the Commission.


    


    3. Registration
      Procedures

     

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

     

    (a) Not
      less
      than five Trading Days prior to the filing of a Registration Statement or any
      related Prospectus or any amendment or supplement thereto, 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 Holders, as proposed to be filed, which
      sections will be subject to the review of such Holder (it being acknowledged
      and
      agreed that if a Holder does not object to or comment on the aforementioned
      documents within such five Trading Day period, then the Holder shall be deemed
      to have consented to and approved the use of such documents). 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 Shareholder
      Questionnaire (as amended or supplemented), except as may otherwise be required
      by applicable securities law or the Commission.

     

    
      
        
        

      

      
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    (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 practicable to any comments received from the Commission with respect
      to each Registration Statement or any amendment thereto and, as promptly as
      reasonably possible upon request, provide the Holders true and complete copies
      of all correspondence from and to the Commission relating to such Registration
      Statement that pertains to the Holders as Selling Stockholders but not any
      comments that would result in the disclosure to the Holders of material and
      non-public information concerning the Company; and (iv) comply with the
      provisions of the Securities Act and the Exchange Act with respect to 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 three Trading Days prior to such filing, in the case of
      (iii) and (iv) below, not more than one Trading Day after such issuance or
      receipt and, in the case of (v) below, not less than three Trading Days prior
      to
      the financial statements in any Registration Statement becoming ineligible
      for
      inclusion therein) 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 any Registration Statement (in which case
      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 that pertains
      to the Holders as Selling Stockholders or the Plan of Distribution; (iii) of
      the
      issuance by the Commission or any other federal or state governmental authority
      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; (v) of the occurrence of any event or passage of time that makes the
      financial statements included in a Registration Statement ineligible for
      inclusion 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 the case of any Prospectus, form of prospectus or supplement thereto, in
      light of the circumstances under which they were made), not misleading; and
      (vi)
      of a pending proceeding against the Company under Section 8A of the Securities
      Act in connection with the offering of Registrable Securities.

     

    
      
        
        

      

      
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    (d) Use
      reasonable 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, as soon as practicable.

     

    (e) If
      requested by a Holder, furnish to such 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 or incorporated by reference) promptly after the filing of such
      documents with the Commission; provided, that the Company shall have no
      obligation to provide any document pursuant to this clause that is available
      on
      the Commission’s EDGAR system.

     

    (f) Upon
      notification by the Commission that a Registration Statement will not be
      reviewed or is no longer subject to further review and comments, the Company
      shall request acceleration of such Registration Statement within five (5)
      Business Days after receipt of such notice such that it becomes effective no
      later than 5:00 p.m. New York City time on the Effective Date and file a
      prospectus supplement for any Registration Statement, whether or not it is
      required under Rule 424 (or otherwise), by 9:00 a.m. New York City time the
      day
      after the Effective Date.

     

    (g) Prior
      to
      any public offering of Registrable Securities, use its best efforts to register
      or qualify or cooperate with the selling Holders in connection with the
      registration or qualification (or exemption therefrom) of such Registrable
      Securities for offer and sale under the securities or Blue Sky laws of such
      jurisdictions within the United States as any Holder reasonably requests in
      writing, 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 reasonably necessary to enable the disposition in such
      jurisdictions of the Registrable Securities covered by the Registration
      Statements; provided,
      that
      the
      Company shall not be required to qualify generally to do business in any
      jurisdiction where it is not then so qualified or to take any action that would
      subject the Company to general service of process in any jurisdiction where
      it
      is not then so subject or subject the Company to any material tax in any such
      jurisdiction where it is not then so subject.

     

    (h) If
      requested by the Holders, 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 Statement, which
      certificates shall be free, to the extent permitted by the Purchase Agreement
      and under law, 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 reasonably request. In connection therewith, if required by the
      Company’s transfer agent, the Company shall promptly after the effectiveness of
      the Registration Statement cause an opinion of counsel as to the effectiveness
      of the Registration Statement to be delivered to and maintained with its
      transfer agent, together with any other authorizations, certificates and
      directions required by the transfer agent, which authorize and direct the
      transfer agent to issue such Registrable Securities without legend upon sale
      by
      the holder of such shares of Registrable Securities under the Registration
      Statement.

     

    (i) Following
      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 stated therein or necessary to make the statements therein (in
      the case of any Prospectus, form of prospectus or supplement thereto, in light
      of the circumstances under which they were made), not misleading.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (j) (i)
      In
      the time and manner required by the Principal Trading Market, prepare and file
      with such Trading Market an additional shares listing application covering
      all
      of the Registrable Securities, (ii) take all steps necessary to cause such
      Registrable Securities to be approved for listing on the Principal Trading
      Market as soon as possible thereafter, (iii) if requested by any Holder, provide
      such Holder evidence of such listing, and (iv) during the Effectiveness Period,
      maintain the listing of such Registrable Securities on the Principal Trading
      Market.

     

    (k) In
      order
      to enable the Holders to sell Shares or Warrant Shares under Rule 144, for
      a
      period of two years from the Closing, the Company shall use its commercially
      reasonable efforts to timely file (or obtain extensions in respect thereof
      and
      file within the applicable grace period) all reports required to be filed by
      the
      Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange
      Act. During such two year period, if the Company is not required to file reports
      pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and
      furnish to the Holders and make publicly available in accordance with Rule
      144(c) promulgated under the Securities Act annual and quarterly financial
      statements, together with a discussion and analysis of such financial statements
      in form and substance substantially similar to those that would otherwise be
      required to be included in reports required by Section 13(a) or 15(d) of the
      Exchange Act, as well as any other information required thereby, in the time
      period that such filings would have been required to have been made under the
      Exchange Act. The Company further covenants that it will take such further
      action as any Holder may reasonably request, all to the extent required from
      time to time to enable such Person to sell Shares and Warrant Shares without
      registration under the Securities Act within the limitation of the exemptions
      provided by Rule 144 promulgated under the Securities Act, including compliance
      with the provisions of the Purchase Agreement relating to the transfer of the
      Shares and Warrant Shares. 

     

    (l) The
      Company may require each selling Holder to furnish to the Company a certified
      statement as to the number of shares of Common Stock beneficially owned by
      such
      Holder and any Affiliate thereof and as to any FINRA affiliations and of any
      natural persons who have the power to vote or dispose of the Common Stock,
      and
      the Company has the right to include such information in any Registration
      Statement and to otherwise provide such information to the Commission.


     

    4. Registration
      Expenses.
      All
      fees and expenses incident to the Company’s performance of or compliance with
      its obligations under this Agreement (excluding any underwriting discounts
      and
      selling commissions and all legal fees and expenses of legal counsel for any
      Holder) 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 the securities exchanges
      on
      which the Common Stock is then listed for trading, and (B) in compliance with
      applicable state securities or Blue Sky laws), (ii) messenger, telephone and
      delivery expenses, (iii) fees and disbursements of counsel for the Company,
      (iv)
      Securities Act liability insurance, if the Company so desires such insurance,
      and (v) 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. In no event shall the Company be responsible for any broker
      or similar commissions or any legal fees or other costs of the
      Holders.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    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, partners, members,
      managers, shareholders, Affiliates 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, partners,
      members, managers, shareholders, 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 investigation and reasonable
      attorneys' fees) and expenses (collectively, “Losses”),
      as
      incurred that arise out of or are based upon: (i) 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
      (it being understood that the Holder has approved Annex
      A
      hereto
      for this purpose) or in any preliminary prospectus if used prior to the
      effective date of such Registration Statement or arising out of or relating
      to
      any omission or alleged omission to state 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, or (ii) any violation
      or alleged violation by the Company of the Securities Act, Exchange Act or
      any
      state securities law, or any rule or regulation thereunder, in connection with
      the performance of its obligations under this Agreement, except to the extent,
      but only to the extent, that (A) such untrue statements, alleged untrue
      statements, omissions or alleged omissions are based 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 approved by such Holder expressly for use in the Registration
      Statement, such Prospectus or such form of Prospectus or in any amendment or
      supplement thereto (it being understood that each Holder has approved
Annex
      A
      hereto
      for this purpose) or (B) in the case of an occurrence of an event of the type
      specified in Section 3(c)(ii)-(v), the use by a 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 Advice (as defined in Section 6(d)
      below),
      but only if and to the extent that following the receipt of the Advice the
      misstatement or omission giving rise to such Loss would have been corrected;
      provided,
      however,
      that
      the indemnity agreement contained in this Section 5(a) shall not apply to
      amounts paid in settlement of any Losses if such settlement is effected without
      the prior written consent of the Company, which consent shall not be
      unreasonably withheld. Each Holder shall notify the Company promptly of the
      institution, threat or assertion of any Proceeding of which the Holder is aware
      in connection with the transactions contemplated by this Agreement. Such
      indemnity shall remain in full force and effect regardless of any investigation
      made by or on behalf of an Indemnified Party (as defined in Section 5(c)) and
      shall survive the transfer of the Registrable Securities by the
      Holders.

     

    (b) Indemnification
      by Holders.
      Each
      Holder shall, notwithstanding any termination of this Agreement, 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 out of or based upon 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 arising solely
      out of or based solely upon 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 any form of prospectus or supplement thereto,
      in
      light of the circumstances under which they were made) not misleading to the
      extent, but only to the extent that, such untrue statements or omissions are
      based 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 approved 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; provided,
      however,
      that
      the indemnity agreement contained in this Section 5(b) shall not apply to
      amounts paid in settlement of any Losses if such settlement is effected without
      the prior written consent of the Holder, which consent shall not be unreasonably
      withheld. 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.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (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 have the right to assume the defense
      thereof, including the employment of counsel reasonably satisfactory to the
      Indemnified Party and the payment of all reasonable 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.

     

    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); provided,
      that the Indemnifying Party shall not be liable for the fees and expenses of
      more than one separate firm of attorneys at any time for all Indemnified
      Parties. 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, delayed or conditioned. 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 twenty Trading Days of written notice
      thereof to the Indemnifying Party.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (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. 

     

    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
      net 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. No person guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Securities Act)
      shall be entitled to contribution from any Person who was not guilty of such
      fraudulent misrepresentation. 

     

    The
      indemnity and contribution agreements contained in this Section are in addition
      to any liability that the Indemnifying Parties may have to the Indemnified
      Parties and are not in diminution or limitation of the indemnification
      provisions under the Purchase Agreement.

     

    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) Entire
      Agreement.
      This
      Agreement is intended by the parties as a final expression of their agreement
      and intended to be a complete and exclusive statement of the agreement and
      understanding of the parties hereto in respect of the subject matter contained
      herein. This Agreement supersedes all prior agreements and understandings
      between the parties with respect to such subject matter, except for, and as
      provided in the Transaction Documents.

     

    (c) Compliance.
      Each
      Holder covenants and agrees that it will comply with the prospectus delivery
      requirements of the Securities Act as applicable to it (unless an exemption
      therefrom is available) in connection with sales of Registrable Securities
      pursuant to the Registration Statement and shall sell the Registrable Securities
      only in accordance with a method of distribution described in the Registration
      Statement.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (d) Discontinued
      Disposition.
      Each
      Holder further 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)(ii)-(v), such Holder will forthwith discontinue
      disposition of such Registrable Securities under the Registration Statement
      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.

     

    (e) Amendments
      and Waivers.
      This
      Agreement may be amended only by a writing signed by Holders of at least 75%
      of
      the Registrable Securities; provided,
      however,
      that an
      amendment that has a material and adverse affect on the registration obligations
      of the Company hereunder shall require a writing signed by all of the parties
      hereto. The Company may take any action herein prohibited that pertains to
      or
      effects a Purchaser, or omit to perform any act herein required to be performed
      by it that pertains to or effects a Purchaser, only if the Company shall have
      obtained the written consent to such amendment, action or omission to act,
      of
      such Purchaser. No consideration shall be offered or paid to any Holder to
      amend
      or consent to a waiver or modification of any provision of this Agreement unless
      the same consideration also is offered to all of the Holders. 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. 

     

    (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 (i) the date of transmission, if such notice or communication
      is delivered via facsimile at the facsimile number specified in this Section
      prior to 5:00 p.m. (New York City time) on a Trading Day, (ii) the next Trading
      Day after the date of transmission, if such notice or communication is delivered
      via facsimile or e-mail to the facsimile number or e-mail addressed specified
      in
      this Section on a day that is not a Trading Day or later than 5:00 p.m. (New
      York City time) on any Trading Day, (iii) the Business Day following the date
      of
      mailing, if sent by nationally recognized overnight courier service with next
      day delivery specified, or (iv) 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:

            	
               

            	
              CJPG,
                Inc.

            
	 	 	
              4675
                West Teco Avenue, Suite 240

            
	 	 	
              Las
                Vegas, NV 89118

            
	 	 	
              Facsimile:
                (702) 463-9384

            
	 	 	
              Attn:
                Stephen Crystal, CEO

            
	 	 	 
	
              With
                a copy to:

            	 	
              Greenberg
                Traurig, LLP

            
	 	 	
              3161
                Michelson Drive, Suite 1000

            
	 	 	
              Irvine,
                CA 92612

            
	 	 	
              Facsimile:
                (949) 732-6501

            
	 	 	
              Attn:
                Dan Donahue

            
	 	 	 
	
              If
                to a Purchaser:

            	 	
              To
                the address set forth under such Purchaser's name on the signature
                pages
                hereto.

            
	 	 	 


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	
              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.

            


    

     

    provided,
      that any party may change its address for notices by providing written notice
      to
      the other parties in the manner prescribed by this Section.

    


    (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. The rights of the Holders hereunder,
      including the right to have the Company register Registrable Securities pursuant
      to this Agreement, may be assigned by each Holder to transferees or assignees
      of
      all or any portion of the Registrable Securities, but only if (i) the Holder
      agrees in writing with the transferee or assignee to assign such rights, and
      a
      copy of such agreement is furnished to the Company within a reasonable time
      after such assignment, (ii) the Company is, within a reasonable time after
      such
      transfer or assignment, furnished with written notice of the name and address
      of
      such transferee or assignee and the securities with respect to which such
      registration rights are being transferred or assigned, (iii) at or before the
      time the Company received the written notice contemplated by clause (ii) of
      this
      sentence, the transferee or assignee agrees in writing with the Company to
      be
      bound by all of the provisions contained herein and (iv) the transferee is
      an
“accredited investor,” as that term is defined in Rule 501 of Regulation
      D.

     

    (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 exclusive
      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, and hereby irrevocably waives, and agrees not to assert
      in
      any Proceeding, any claim that it is not personally subject to the jurisdiction
      of any New York Court, or 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 endorse any provisions of a
      Transaction Document, then the prevailing party in such Proceeding shall be
      reimbursed by the other party for its reasonable attorney’s fees and other costs
      and expenses incured with the investigation preparation and prosecution of
      such
      Proceeding.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (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 Purchasers' Obligations and Rights.
      The
      obligations of each Purchaser under this Agreement are several and not joint
      with the obligations of any other Purchaser hereunder, and no Purchaser shall
      be
      responsible in any way for the performance of the obligations of any other
      Purchaser hereunder. The decision of each Purchaser to purchase Securities
      pursuant to the Transaction Documents has been made independently of any other
      Purchaser. Nothing contained herein or in any other agreement or document
      delivered at any closing, and no action taken by any Purchaser pursuant hereto
      or thereto, shall be deemed to constitute the Purchasers as a partnership,
      an
      association, a joint venture or any other kind of entity, or create a
      presumption that the Purchasers are in any way acting in concert with respect
      to
      such obligations or the transactions contemplated by this Agreement. Each
      Purchaser acknowledges that no other Purchaser has acted as agent for such
      Purchaser in connection with making its investment hereunder and that no
      Purchaser will be acting as agent of such Purchaser in connection with
      monitoring its investment in the Securities or enforcing its rights under the
      Transaction Documents. Each Purchaser shall be entitled to protect and enforce
      its rights, including, without limitation, the rights arising out of this
      Agreement, and it shall not be necessary for any other Purchaser to be joined
      as
      an additional party in any Proceeding for such purpose. The Company acknowledges
      that each of the Purchasers has been provided with the same Registration Rights
      Agreement for the purpose of closing a transaction with multiple Purchasers
      and
      not because it was required or requested to do so by any Purchaser.

     

    (n) Currency. Unless
      otherwise indicated, all dollar amounts referred to in this Agreement are in
      United States Dollars. All amounts owing under this Agreement are in United
      States Dollars. All amounts denominated in other currencies shall be converted
      in the United States dollar equivalent amount in accordance with the applicable
      exchange rate in effect on the date of calculation.

     

    (o) Further
      Assurances.
      The
      parties shall execute and deliver all such further instruments and documents
      and
      take all such other actions as may reasonably be required to carry out the
      transactions contemplated hereby and to evidence the fulfillment of the
      agreements herein contained.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

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

     

    
      	 	
              CJPG,
                INC.

            
	 	 	 
	 	
              By:

            	
               
                /s/ Stephen Crystal

            	 
	 	 	
              Name:
                Stephen Crystal

            
	 	 	
              Title:
                President and CEO

            


    

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
      PAGES OF HOLDERS TO FOLLOW]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    
      	 	
              NAME
                OF INVESTING ENTITY

            
	 	 
	 	 
	 	
              AUTHORIZED
                SIGNATORY

            
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

    


    
      	 	
              ADDRESS
                FOR NOTICE

            
	 	 
	 	
              c/o:                                                                                                             

            
	 	 
	 	
              Street:                                                                                                        
                

            
	 	 
	 	
              City/State/Zip:                                                                                          
                

            
	 	 
	 	
              Attention:                                                                                                 
                

            
	 	 
	 	
              Tel:                                                                                                            

            
	 	 
	 	
              Fax:                                                                                                            
                

            
	 	 
	 	
              Email:                                                                                                        
                

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    Annex
      A

     

    PLAN
      OF DISTRIBUTION

    


    We
      are
      registering the shares of Common Stock issued to the selling shareholders and
      issuable upon exercise of the warrants to permit the resale of these shares
      of
      Common Stock by the holders of the shares of Common Stock and warrants from
      time
      to time after the date of this prospectus. We will not receive any of the
      proceeds from the sale by the selling shareholders of the shares of Common
      Stock. We will bear all fees and expenses incident to our obligation to register
      the shares of Common Stock.

     

    The
      selling shareholders may sell all or a portion of the shares of Common Stock
      beneficially owned by them and offered hereby from time to time directly or
      through one or more underwriters, broker-dealers or agents. If the shares of
      Common Stock are sold through underwriters or broker-dealers, the selling
      shareholders will be responsible for underwriting discounts or commissions
      or
      agent's commissions. The shares of Common Stock may be sold in one or more
      transactions at fixed prices, at prevailing market prices at the time of the
      sale, at varying prices determined at the time of sale, or at negotiated prices.
      These sales may be effected in transactions, which may involve crosses or block
      transactions. The Selling Stockholders may use any one or more of the following
      methods when selling shares:

     

    
      	
              ·

            	
              on
                any national securities exchange or quotation service on which the
                securities may be listed or quoted at the time of
                sale;

            


    

     

    
      	
              ·

            	
              in
                the over-the-counter market;

            


    

     

    
      	
              ·

            	
              in
                transactions otherwise than on these exchanges or systems or in the
                over-the-counter market;

            


    

     

    
      	
              ·

            	
              through
                the writing of options, whether such options are listed on an options
                exchange or otherwise;

            


    

     

    
      	
              ·

            	
              ordinary
                brokerage transactions and transactions in which the broker-dealer
                solicits purchasers;

            


    

     

    
      	
              ·

            	
              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;

            


    

     

    
      	
              ·

            	
              settlement
                of short sales entered into after the effective date of the registration
                statement of which this prospectus is a
                part;

            


    

     

    
      	
              ·

            	
              broker-dealers
                may agree with the selling securityholders 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.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Broker-dealers
      engaged by the selling stockholders may arrange for other brokers-dealers to
      participate in sales. If the selling shareholders effect such transactions
      by
      selling shares of Common Stock to or through underwriters, broker-dealers or
      agents, such underwriters, broker-dealers or agents may receive commissions
      in
      the form of discounts, concessions or commissions from the selling shareholders
      or commissions from purchasers of the shares of Common Stock for whom they
      may
      act as agent or to whom they may sell as principal. Such commissions will be
      in
      amounts to be negotiated, but, except as set forth in a supplement to this
      Prospectus, in the case of an agency transaction will not be in excess of a
      customary brokerage commission in compliance with FINRA Rule 2440; and in the
      case of a principal transaction a markup or markdown in compliance with FINRA
      IM-2440. 

     

    In
      connection with sales of the shares of Common Stock or otherwise, the selling
      shareholders may enter into hedging transactions with broker-dealers or other
      financial institutions, 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 if such short sale
      shall take place after the date that this Registration Statement is declared
      effective by the Commission, the selling stockholders may 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. The selling
      shareholders may also loan or pledge shares of Common Stock to broker-dealers
      that in turn may sell such shares. The selling stockholders may also enter
      into
      option or other transactions with broker-dealers or other financial institutions
      or the creation of one or more derivative securities which require the delivery
      to such broker-dealer or other financial institution of shares offered by this
      prospectus, which shares such broker-dealer or other financial institution
      may
      resell pursuant to this prospectus (as supplemented or amended to reflect such
      transaction). 

     

    The
      selling shareholders may pledge or grant a security interest in some or all
      of
      the warrants or shares of Common Stock owned by them and, if they default in
      the
      performance of their secured obligations, the pledgees or secured parties may
      offer and sell the shares of Common Stock from time to time pursuant to this
      prospectus or any amendment to this prospectus under Rule 424(b)(3) or other
      applicable provision of the Securities Act of 1933, as amended, amending, if
      necessary, the list of selling shareholders to include the pledgee, transferee
      or other successors in interest as selling shareholders under this prospectus.
      The selling shareholders also may transfer and donate the shares of Common
      Stock
      in other circumstances in which case the transferees, donees, pledgees or other
      successors in interest will be the selling beneficial owners for purposes of
      this prospectus.

     

    The
      selling shareholders and any broker-dealer participating in the distribution
      of
      the shares of Common Stock may be deemed to be “underwriters” within the meaning
      of the Securities Act, and any commission paid, or any discounts or concessions
      allowed to, any such broker-dealer may be deemed to be underwriting commissions
      or discounts under the Securities Act. At the time a particular offering of
      the
      shares of Common Stock is made, a prospectus supplement, if required, will
      be
      distributed which will set forth (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 no event
      shall any broker-dealer receive fees, commission and markups which, in the
      aggregate, would exceed eight percent (8%). 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.

     

    Under
      the
      securities laws of some states, the shares of Common Stock may be sold in such
      states only through registered or licensed brokers or dealers. In addition,
      in
      some states the shares of Common Stock may not be sold unless such shares have
      been registered or qualified for sale in such state or an exemption from
      registration or qualification is available and is complied with.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    There
      can
      be no assurance that any selling shareholder will sell any or all of the shares
      of Common Stock registered pursuant to the shelf registration statement, of
      which this prospectus forms a part.

     

    We
      have
      advised each selling stockholder that it may not use shares registered on the
      registration statement of which this prospectus is a part to cover short sales
      of common stock made prior to the date on which the registration statement
      shall
      have been declared effective by the SEC. If a selling stockholder uses this
      prospectus for any sale of shares of our common stock, it will be subject to
      the
      prospectus delivery requirements of the Securities Act. The selling shareholders
      and any other person participating in such distribution will be subject to
      applicable provisions of the Securities Exchange Act of 1934, as amended, and
      the rules and regulations thereunder, including, without limitation, Regulation
      M of the Exchange Act, which may limit the timing of purchases and sales of
      any
      of the shares of Common Stock by the selling shareholders and any other
      participating person. Regulation M may also restrict the ability of any person
      engaged in the distribution of the shares of Common Stock to engage in
      market-making activities with respect to the shares of Common Stock. All of
      the
      foregoing may affect the marketability of the shares of Common Stock and the
      ability of any person or entity to engage in market-making activities with
      respect to the shares of Common Stock.

     

    We
      will
      pay all expenses of the registration of the shares of Common Stock pursuant
      to
      the registration rights agreement, including, without limitation, Securities
      and
      Exchange Commission filing fees and expenses of compliance with state securities
      or “blue sky” laws; provided,
      however,
      that a
      selling shareholder will pay all underwriting discounts and selling commissions,
      if any and any related legal expenses incurred by it. We will indemnify the
      selling shareholders against liabilities, including some liabilities under
      the
      Securities Act, in accordance with the registration rights agreements, or the
      selling shareholders will be entitled to contribution. We may be indemnified
      by
      the selling shareholders against civil liabilities, including liabilities under
      the Securities Act, that may arise from any written information furnished to
      us
      by the selling shareholder specifically for use in this prospectus, in
      accordance with the related registration rights agreements, or we may be
      entitled to contribution.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Annex
      B

     

    CJPG,
      Inc.

     

    Selling
      Securityholder Notice and Questionnaire

    


    The
      undersigned beneficial owner of common stock, $0.001 par value per share (the
      “Common
      Stock”),
      of
      CJPG, Inc. (the “Company”),
      (the
“Registrable
      Securities”)
      understands that the Company has filed or intends to file with the Securities
      and Exchange Commission (the “Commission”)
      a
      registration statement (the “Registration
      Statement”)
      for
      the registration and resale under Rule 415 of the Securities Act of 1933, as
      amended (the “Securities
      Act”),
      of
      the Registrable Securities, in accordance with the terms of the Registration
      Rights Agreement, dated as of ______________, 2008 (the “Registration
      Rights Agreement”),
      among
      the Company and the Purchasers named therein. The purpose of this Questionnaire
      is to facilitate the filing of the Registration Statement under the Act that
      will permit you to resell the Registrable Securities in the future. The
      information supplied by you will be used in preparing the Registration
      Statement. A copy of the Registration Rights Agreement is available from the
      Company upon request as follows: ___________________________; Attention: Stephen
      Crystal, CEO. All capitalized terms not otherwise defined herein shall have
      the
      meanings ascribed thereto in the Registration Rights Agreement.

     

    Certain
      legal consequences arise from being named as a selling securityholder in the
      Registration Statement and the related prospectus. Accordingly, holders and
      beneficial owners of Registrable Securities are advised to consult their own
      securities law counsel regarding the consequences of being named or not being
      named as a selling securityholder in the Registration Statement and the related
      prospectus.

     

    NOTICE

     

    The
      undersigned beneficial owner (the “Selling
      Securityholder”)
      of
      Registrable Securities hereby elects to include the Registrable Securities
      owned
      by it and listed below in Item 3 (unless otherwise specified under such Item
      3)
      in the Registration Statement.

     

    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):

              
                                                                                                                                                                
                  

                
                                                                                                                                                                  
                    

                

              

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      2.Address
        for Notices to Selling Securityholder:

       

    

    
      	                                                                                                                                                                                                     
              
	                                                                                                                                                                                                     
	                                                                                                                                                                                                     
              
	
              Telephone:                                                                                                                                                                              
                

            
	
              Fax:                                                                                                                                                                                          

            
	
              Contact
                Person:                                                                                                                                                                       

            
	
              E-mail
                address of Contact Person:
                                                                                                                                           
                

            


    

    


    
      3.Beneficial
        Ownership of Registrable Securities:

    

     

    
      	 	
              (a)

            	
              Type
                and Number of Registrable Securities beneficially owned:

                                                                                                                                                                  

                                                                                                                                                                  

                                                                                                                                                                  

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        


    

     

    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
       ̈ 

     

    
      	 	
              Note:

            	
              If
                yes, provide a narrative explanation below:

                                                                                                                                                                     
                

                                                                                                                                                                     

            


    

     

    
      	 	
              (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 o  No 
      o

     

    
      	 	
              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.

     

    
      	 	
              (a)

            	
              As
                of ___________, 2008, the Selling Securityholder owned outright (including
                shares registered in Selling Securityholder's name individually or
                jointly
                with others, shares held in the name of a bank, broker, nominee,
                depository or in "street name" for its account), _________ shares
                of the
                Company's capital stock (excluding the Registrable Securities). If
                "zero,"
                please so state. 

            


    

     

    
      	 	
              (b)

            	
              In
                addition to the number of shares Selling Securityholder owned outright
                as
                indicated in Item 5(a) above, as of ________________, 2008, the Selling
                Securityholder had or shared voting power or investment power, directly
                or
                indirectly, through a contract, arrangement, understanding, relationship
                or otherwise, with respect to ______________ shares of the Company's
                capital stock (excluding the Registrable Securities). If "zero,"
                please so
                state.

            


    

     

    
      	 	 	
              If
                the answer to Item 7(b) is not "zero," please complete the following
                tables:

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Sole
      Voting Power:

    


    
      	
              Number of Shares

            	 	
              Nature of Relationship Resulting in Sole

              Voting Power

            
	 	 	 
	 	 	 


    

    


    Shared
      Voting Power:

    


    
      	
              Number of Shares

            	 	
              With Whom

              Shared

            	 	
              Nature of

              Relationship

            
	 	 	 	 	 
	 	 	 	 	 


    

    


    Sole
      Investment power:

    


    
      	
              Number
                of Shares

            	 	
              Nature of Relationship Resulting in Sole

              Investment power

            
	 	 	 
	 	 	 


    

    


    Shared
      Investment power:

    


    
      	
              Number of Shares

            	 	
              With Whom

              Shared

            	 	
              Nature of

              Relationship

            
	 	 	 	 	 
	 	 	 	 	 


    

     

    
      	 	
              (c)

            	
              As
                of _____________, 2008, the Selling Securityholder had the right
                to
                acquire the following shares of the Company's common stock pursuant
                to the
                exercise of outstanding stock options, warrants or other rights (excluding
                the Registrable Securities). Please describe the number, type and
                terms of
                the securities, the method of ownership, and whether the undersigned
                holds
                sole or shared voting and investment power. If "none", please so
                state.

                                                                                                                                                                  

                                                                                                                                                                  

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        


    

     

    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:

                                                                                                                                                           

                                                                                                                                                            

    


    7.
      Plan of Distribution:

     

    The
      undersigned has reviewed the form of Plan of Distribution attached
      as
      Exhibit A
      to
      the Registration Rights Agreement, and hereby confirms that, except as set
      forth
      below, the information contained therein regarding the undersigned and its
      plan
      of distribution is correct and complete.

     

    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 of any applicable Registration Statement filed
      pursuant to the Registration Rights Agreement.

     

    By
      signing below, the undersigned consents to the disclosure of the information
      contained herein in its answers to Items 1 through 7 and the inclusion of such
      information in each Registration Statement filed pursuant to the Registration
      Rights Agreement and each related prospectus. The undersigned understands that
      such information will be relied upon by the Company in connection with the
      preparation or amendment of any such Registration Statement and the related
      prospectus.

     

    By
      signing below, the undersigned acknowledges that it understands its obligation
      to comply, and agrees that it will comply, with the provisions of the Exchange
      Act and the rules and regulations thereunder, particularly Regulation M. The
      undersigned also acknowledges that it understands that the answers to this
      Questionnaire are furnished for use in connection with Registration Statements
      filed pursuant to the Registration Rights Agreement and any amendments or
      supplements thereto filed with the Commission pursuant to the Securities
      Act.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    I
      confirm
      that, to the best of my knowledge and belief, the foregoing statements
      (including without limitation the answers to this Questionnaire) are
      correct.

     

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

     

    
      	
              Dated:
                

            	 	
            	
              Beneficial Owner:

            	 


    

    


    
      	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

     

    
      
        
        

      

      
        11