**EXHIBIT 4(c)**

**REGISTRATION RIGHTS AGREEMENT**

     This Registration Rights Agreement is made as of ______________, 2001 by and between RADIANTENERGY CORPORATION, a Canadian corporation with offices at 40 Centre Drive,Orchard Park, New York 14127 (the “Company”), and ________________ (the “Purchaser”).

**RECITALS**

     A.     On the date of this Agreement, the Company and the Purchaser are entering into aSubscription Agreement (the “Subscription Agreement”) pursuant towhich the Purchaser is purchasing 200 or more Series A Convertible Debentures(the “Debentures”). This Agreement is being entered into pursuant toSection 6(a) of the Subscription Agreement.

     B.     In  consideration  of the purchase of the Debentures by the Purchaser,  the Company is willing tooffer certain registration rights to the Purchaser, all as more specifically set forth in this Agreement.
**AGREEMENT**
     **NOW, THEREFORE**, for and in consideration of the foregoing and the mutualcovenants contained in this Agreement, the parties hereto agree as follows:

SECTION 1.     CERTAIN DEFINITIONS AND TERMS
     1.1     Certain  Definitions.  As used in this  Agreement,  the following  terms shall have the followingrespective meanings:
     “Commission” shall mean the U.S. Securities and Exchange Commission or any other federalagency at the time administering the Securities Act. 

     “Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended, orany similar U.S. federal statute and the rules and regulations of the Commissionthereunder, all as the same shall be in effect at the time. 

     “Holder” shall mean the Purchaser and any person holding Registrable Securities to whomthe rights under this Agreement have been transferred in accordance with Section2.11 hereof. 

     “Registrable Securities” means the shares of Common Stock of the Company issued orissuable on conversion of the Debentures; provided, however, that otherwiseRegistrable Securities shall only be treated as Registrable Securities if and solong as they have not been (A) sold to or through a broker or dealer orunderwriter in a public distribution or a public securities transaction or (B)sold or are available for sale in the opinion of counsel to the Company in asingle transaction exempt from the registration and prospectus deliveryrequirements of the Securities Act so that all transfer restrictions andrestrictive legends with respect thereto are or may be removed upon theconsummation of such sale. 

     The terms “register,” “register” and “registration”refer to a registration effected by preparing and filing with the Commission aregistration statement in compliance with the Securities Act, and thedeclaration or ordering of the effectiveness of such registration statement. 

     “Registration Expenses” shall mean all expenses, except Selling Expenses as definedbelow, incurred by the Company in complying with Sections 2.1 and 2.2 hereof,including, without limitation, all registration, qualification and filing fees,printing expenses, escrow fees and disbursements of counsel for the Company,blue sky fees and expenses, the expense of any special audits incident to orrequired by any such registration and the fees and disbursements (to a maximumof $15,000 per registration) of one special counsel to the Holders. 

     “Securities Act” shall mean the U.S. Securities Act of 1933, as amended, or any similarfederal statute and the rules and regulations of the Commission thereunder, allas the same shall be in effect at the time. 

     “Selling Expenses” shall mean all underwriting discounts, selling commissions andstock transfer taxes applicable to the securities registered by the Holder. 

SECTION 2.     REGISTRATION RIGHTS

     2.1     Demand Registrations.
              (a)     Demand for Registration on Form S-3. If any Holder or Holders holdingthen outstanding Registrable Securities requests that the Company file aregistration statement on Form S-3 (or any successor form to Form S-3) for apublic offering of the Registrable Securities, the reasonably anticipatedaggregate price to the public of which, net of underwriting discounts andcommissions, would exceed $50,000, and the Company is then entitled to use FormS-3 under applicable Commission rules to register the Registrable Securities forsuch an offering, the Company shall use its best efforts to cause as soon aspracticable such Registrable Securities to be registered for the offering onsuch form and to cause such Registrable Securities to be qualified underapplicable blue sky or other state securities laws in such jurisdictions as theHolder or Holders may reasonably request; provided, however, thatthe Company shall not be obligated to take any action to effect any suchregistration, qualification or compliance pursuant to this Section 2.1:

                     (i)     In any  particular  jurisdiction  in which the  Company  would be  required  toexecute a general consent to service of process in effecting such registration, qualification orcompliance unless the Company is already subject to service in such jurisdictionand except as may be required by the Securities Act; 

                     (ii)     Prior to six months after the closing date of the Company's initial  registeredpublic offering of its stock (“IPO”) or at any time within 12 months following the effectivedate of a previous registration filed pursuant to a demand made under thisSection 2.1(a); 

                     (iii)     During  the  period  starting  with  the  date  sixty  (60)  days  prior to theCompany’s estimated date of filing of, and ending on the date six (6) months immediately followingthe effective date of, any registration statement pertaining to securities ofthe Company (other than a registration of securities in a connection with Rule145 transaction or with respect to an employee benefit plan), provided that theCompany is actively employing in good faith all reasonable efforts to cause suchregistration statement to become effective; 

                     (iv)     The  Company  shall  not be  required  to  effect  more  than one  registrationpursuant to this Section 2.1 in any twelve month period; and
                     (v)     If the Company shall furnish to such Holders a certificate  stating that in thegood faith judgment of the Board of Directors of the Company it would be detrimental to the Company for aregistration statement to be filed in the near future, in which case theCompany’s obligation to use its best efforts to register, qualify or complyunder this Section 2.1 shall be deferred for a period not to exceed 90 days fromthe date of receipt of the written request from the Holders. 

              (b)     Subject to the foregoing clauses (i) through (v), the Company shall file aregistration statement covering the Registrable Securities so requested to beregistered as soon as practicable after receipt of the request or requests ofthe Holders. 

              (c)     Any registration statement filed pursuant to the request of the Holders may,subject to subsection 3.1(d) hereof, include securities of the Company beingsold for the account of the Company and for the account of other securityholders of the Company, whether or not such security holders have been grantedregistration rights. 

              (d)     If the Holders intend to distribute the Registrable Securities covered by theirrequest by means of an underwriting, they shall so advise the Company as a partof their request. In such event, if so requested in writing by the Company, theHolders shall negotiate with an underwriter selected by the Company with regardto the underwriting of such requested registration; provided,however, that if the Holders have not agreed with such underwriter as tothe terms and conditions of such underwriting within 15 days followingcommencement of such negotiations, the Holders may select an underwriter oftheir choice. The right of any Holder to registration pursuant to this Section2.1 shall be conditioned upon such Holder’s participation in any suchunderwriting and the inclusion of such Holder’s Registrable Securities inthe underwriting to the extent provided herein. The Company shall (together withall Holders and other persons (if any) proposing to distribute their securitiesthrough such underwriting) enter into an underwriting agreement in customaryform with the underwriter or underwriters selected for such underwriting.Notwithstanding any other provision of this subsection 2.1(d), if the managingunderwriter advises the requesting Holders in writing that marketing factorsrequire a limitation of the number of securities to be included in the offering,the Company shall so advise all requesting Holders, and the number of shares ofRegistrable Securities that may be included in the registration and offeringshall be allocated among all requesting Holders thereof in proportion, as nearlyas practicable, to the respective amounts of Registrable Securities held by suchHolders; provided, however, that securities to be offered by theCompany and any persons who do not hold registration rights with respect totheir securities shall be excluded from the registration statement prior to theexclusion of any Registrable Securities held by such Holders. If any requestingHolder disapproves of the terms of the underwriting, such Holder may elect towithdraw therefrom by written notice to the Company, the managing underwriterand the other requesting Holders. If, by the withdrawal of such RegistrableSecurities, a greater number of Registrable Securities held by other requestingHolders may be included in such registration (up to the limit imposed by theunderwriters), the Company shall offer to all Holders who have includedRegistrable Securities in the registration the right to include additionalRegistrable Securities in the same proportion used in determining the limitationas set forth above. Any Registrable Securities which are excluded from theunderwriting by reason of the underwriter’s marketing limitation orwithdrawn from such underwriting shall be withdrawn from such registration.

     2.2     Piggyback Registration.
              (a)     Notice of Registration. If at any time or from time to time the Companyshall determine to register any of its equity securities, either for its ownaccount or the account of a security holder or holders, other than aregistration relating solely to an employee benefit plan or a registrationrelating solely to a Rule 145 transaction, the Company shall: 

                     (i)     promptly give to each Holder written notice thereof; and
                     (ii)     include in such  registration  (and any  related  qualification  under blue skylaws or other compliance), and in any underwriting involved therein, all the Registrable Securitiesspecified in a written request or requests, made within 20 days after receipt ofsuch written notice from the Company, by any Holder.

              (b)     Underwriting. If the registration of which the Company gives notice isfor a registered public offering involving an underwriting, the Company shall soadvise the Holders as a part of the written notice given pursuant to Section2.2(a)(i). In such event the right of any Holder to registration pursuant tothis subsection 2.2 shall be conditioned upon such Holder’s participationin such underwriting and the inclusion of such Holder’s RegistrableSecurities in the underwriting to the extent provided herein. All Holdersproposing to distribute their securities through such underwriting shall(together with the Company and any other stockholders distributing theirsecurities through such underwriting) enter into an underwriting agreement incustomary form with the managing underwriter selected for such underwriting bythe Company and execute and deliver such custody agreements and powers ofattorney relating to the Registrable Securities to be included in theunderwriting as the Company may reasonably request. Notwithstanding any otherprovision of this Section 2.2, if the managing underwriter determines thatmarketing factors require a limitation of the number of shares to be sold in theoffering, the managing underwriter may limit the Registrable Securities to beincluded in such registration. The Company shall so advise all Holders and thenumber of shares of Registrable Securities that may be included in theregistration and underwriting shall be allocated among all Holders inproportion, as nearly as practicable, to the respective amounts of RegistrableSecurities held by such Holders at the time of filing the registrationstatement; provided, however, that any securities sought to be included in theregistration by other stockholders must be excluded before any RegistrableSecurities sought to be included by the Holders may be excluded. If any Holderor other shareholder disapproves of the terms of any such underwriting, he mayelect to withdraw therefrom by written notice to the Company and the managingunderwriter. Any securities excluded or withdrawn from such underwriting shallbe withdrawn from such registration. 

              (c)     Right to  Terminate  Registration.  The  Company  shall have the right to  terminate  orwithdraw any registration  initiated by it under this Section 2.2 prior to the  effectiveness of such  registrationwhether or not any Holder has elected to include securities in such registration
     2.3     Expenses of Registration. All Registration Expenses incurred inconnection with two registrations pursuant to Section 2.1, and all registrationspursuant to Sections 2.2 shall be borne by the Company. Unless otherwisestated, all Selling Expenses relating to securities registered on behalf of theHolders and all other Registration Expenses shall be borne by the Holders ofsuch securities pro rata on the basis of the number of shares so registered. 

     2.4     Registration Procedures. In the case of each registration, qualificationor compliance effected by the Company pursuant to this Agreement with respect toRegistrable Securities, the Company will keep each Holder advised in writing asto the initiation of each registration, qualification and compliance and as tothe completion thereof. At its expense the Company will: 

              (a)     Prepare and file with the Commission a registration statement with respect tosuch securities and use its best efforts to cause such registration statement tobecome and remain effective for one hundred eighty (180) days or until suchsecurities are disposed of in accordance therewith, whichever shall be theshorter time, and prepare and file with the Commission such amendments to suchregistration statement and supplements to the prospectus contained therein asmay be necessary to keep such registration statement effective for such period; 

              (b)     Furnish to the Holders participating in such registration and to theunderwriters of the securities being registered such reasonable number of copiesof the registration statement, preliminary prospectus, final prospectus and suchother documents as such underwriters may reasonably request in order tofacilitate the public offering of such securities; 

              (c)     Use its best efforts to register or qualify the securities covered by suchregistration statement under such state securities or blue sky laws of suchjurisdictions as such participating Holders may reasonably request within ten(10) days prior to the original filing of such registration statement, exceptthat the Company shall not for any purpose be required to execute a generalconsent to service of process or to qualify to do business as a foreigncorporation in any jurisdiction where it is not so qualified; 

              (d)     Notify the Holders (or if they have appointed an attorney-in-fact, suchattorney-in-fact) participating in such registration, promptly after it shallreceive notice thereof, of the time when such registration statement has becomeeffective or a supplement to any prospectus forming a part of such registrationstatement has been filed; 

              (e)     Notify  such  Holders  or  their  attorney-in-fact   promptly  of  any  request  by  theCommission  for the amending or  supplementing  of such  registration  statement or  prospectus  or for  additionalinformation;
              (f)     Prepare and file with the Commission promptly upon the request of any suchHolders, any amendments or supplements to such registration statement orprospectus which, in the reasonable opinion of counsel for such Holders, isrequired under the Securities Act or the rules and regulations thereunder inconnection with the distribution of the Registrable Securities by such Holders; 

              (g)     Prepare and promptly file with the Commission, and promptly notify such Holdersor their attorney-in-fact of the filing of, such amendment or supplement to suchregistration statement or prospectus as may be necessary to correct anystatements or omissions if, at the time when a prospectus relating to suchsecurities is required to be delivered under the Securities Act, any event hasoccurred as the result of which any such prospectus or any other prospectus asthen in effect would include an untrue statement of a material fact or omit tostate any material fact necessary to make the statements therein not misleadingin light of the circumstances in which they were made; 

              (h)     In case any of such Holders or any underwriter for any such Holders is requiredto deliver a prospectus at a time when the prospectus then in effect may nolonger be used under the Securities Act, prepare promptly upon request suchamendment or amendments to such registration statement and such prospectuses asmay be necessary to permit compliance with the requirements of the SecuritiesAct; 

              (i)     Advise such Holders or their attorney-in-fact, promptly after it shall receivenotice or obtain knowledge thereof, of the issuance of any stop order by theCommission suspending the effectiveness of such registration statement or theinitiation or threatening of any proceeding for that purpose and promptly useits best efforts to prevent the issuance of any stop order or to obtain itswithdrawal if such stop order should be issued; and 

              (j)     At the request of any such Holder, furnish on the effective date of theregistration statement and, if such registration includes an underwritten publicoffering, at the closing provided for in the underwriting agreement, an opinion,dated each such date, of the counsel representing the Company for the purposesof such registration, addressed to the underwriters, if any, and to the Holderor Holders making such request, covering such matters with respect to theregistration statement, the prospectus and each amendment or supplement thereto,proceedings under state and federal securities laws, other matters relating tothe Company, the securities being registered and the offer and sale of suchsecurities as are customarily the subject of opinions of issuer’s counselprovided to underwriters in underwritten public offerings, and to the extentavailable without unreasonable expense from the Company’s accounting firm,a letter dated each such date, from the independent public accountants of theCompany, addressed to the underwriters, if any, and to the Holder or Holdersmaking such request, addressing such matters as is customary in“comfort” letters delivered in connection with public offerings ofsecurities. 

     2.5     Information by Holder. The Holder of Registrable Securities included inany registration shall furnish the Company such information regarding suchHolder, the Registrable Securities held by it and the distribution proposed bysuch Holder as the Company may request in writing and as shall be required inconnection with any registration, qualification or compliance referred to inthis Agreement. 
     2.6     Indemnification.
              (a)     The Company shall indemnify each Holder, each of its officers, directors andpartners, and each person controlling such Holder within the meaning of Section15 of the Securities Act, with respect to which registration, qualification orcompliance has been effected pursuant to this Agreement, and each underwriter,if any, and each person who controls any underwriter within the meaning ofSection 15 of the Securities Act, against all expenses, claims, losses, damagesor liabilities (or actions in respect thereof), including any of the foregoingincurred in settlement of any litigation, commenced or threatened, arising outof or based on any untrue statement (or alleged untrue statement) of a materialfact contained in any registration statement, prospectus, offering circular orother document, or any amendment or supplement thereto, incident to any suchregistration, qualification or compliance, or based on any omission (or allegedomission) to state therein a material fact required to be stated therein ornecessary to make the statements therein, in light of the circumstances in whichthey were made, not misleading, or any violation by the Company of theSecurities Act or any rule or regulation promulgated under the Securities Actapplicable to the Company in connection with any such registration,qualification or compliance, and the Company will reimburse each such Holder,each of its officers and directors, and each person controlling such Holder,each such underwriter and each person who controls any such underwriter, for anylegal and any other expenses reasonably incurred in connection withinvestigating, preparing or defending any such claim, loss, damage, liability oraction, provided that the Company will not be liable in any such case to theextent that any such claim, loss, damage, liability or expense arising out of oris based on any untrue statement or omission or alleged untrue statement oromission, made in reliance upon and in conformity with written informationfurnished to the Company by an instrument duly executed by such Holder,controlling person or underwriter and stated to be specifically for use therein. 

              (b)     Each Holder shall, if Registrable Securities held by such Holder are included inthe securities as to which such registration, qualification or compliance isbeing effected, indemnify the Company, each of its directors and officers, eachunderwriter, if any, of the Company’s securities covered by such aregistration statement, each person who controls the Company or such underwriterwithin the meaning of Section 15 of the Securities Act, and each other suchHolder, each of its officers and directors and each person controlling suchHolder within the meaning of Section 15 of the Securities Act, against allclaims, losses, damages and liabilities (or actions in respect thereof) arisingout of or based on any untrue statement (or alleged untrue statement) of amaterial fact contained in any such registration statement, prospectus, offeringcircular or other document, or any omission (or alleged omission) to statetherein a material fact required to be stated therein or necessary to make thestatements therein not misleading, and will reimburse the Company, such Holders,such directors, officers, persons, underwriters or control persons for any legalor any other expenses reasonably incurred in connection with investigating ordefending any such claim, loss, damage, liability or action, in each case to theextent, but only to the extent, that such untrue statement (or alleged untruestatement) or omission (or alleged omission) is made in such registrationstatement, prospectus, offering circular or other document in reliance upon andin conformity with written information furnished to the Company by an instrumentduly executed by such Holder and stated to be specifically for use therein.Notwithstanding the foregoing, the liability of each Holder under thissubsection (b) shall be limited to an amount equal to the initial publicoffering price of the shares sold by such Holder, unless such liability arisesout of or is based on willful conduct by such Holder. 

              (c)     Each party entitled to indemnification under this Section 2.6 (the“Indemnified Party”) shall give notice to the party required toprovide indemnification (the “Indemnifying Party”) promptly after suchIndemnified Party has actual knowledge of any claim as to which indemnity may besought, and shall permit the Indemnifying Party to assume the defense of anysuch claim or any litigation resulting therefrom, provided that counsel for theIndemnifying Party, who shall conduct the defense of such claim or litigation,shall be approved by the Indemnified Party (whose approval shall notunreasonably be withheld), and the Indemnified Party may participate in suchdefense at such party’s expense, and provided further that the failure ofany Indemnified Party to give notice as provided herein shall not relieve theIndemnifying Party of its obligations under this Agreement unless the failure togive such notice is materially prejudicial to an Indemnifying Party’sability to defend such action and provided further, that the Indemnifying Partyshall not assume the defense for matters as to which there is a conflict ofinterest or separate and different defenses. No Indemnifying Party, in thedefense of any such claim or litigation, shall, except with the consent of eachIndemnified Party, consent to entry of any judgment or enter into any settlementwhich does not include as an unconditional term thereof the giving by theclaimant or plaintiff to such Indemnified Party of a release from all liabilityin respect to such claim or litigation. 

              (d)     Each party hereto agrees that, if for any reason the indemnification provisionscontemplated by Section 2.6(a) or 2.6(b) are unavailable to or insufficient tohold harmless an indemnified party in respect in respect of any losses, claims,damages, liabilities, or expenses (or actions in respect thereof) referred totherein, then each indemnifying party shall contribute to the amount paid orpayable by such indemnified party as a result of such losses, claims,liabilities, or expenses (or actions in respect thereof) in such proportion asis appropriate to reflect the relative fault of the indemnifying party and theindemnified party in connection with the actions which resulted in the losses,claims, damages, liabilities or expenses as well as any other relevant equitableconsiderations. The relative fault of such indemnifying party and indemnifiedparty shall be determined by reference to, among other things, whether theuntrue or alleged untrue statement of a material fact or omission or allegedomission to state a material fact relates to information supplied by suchindemnifying party or indemnified party, and the parties, relative intent,knowledge, access to information and opportunity to correct or prevent suchstatement or omission. The parties hereto agree that it would not be just andequitable if contribution pursuant to this Section 2.6(d) were determined by prorata allocation (even if the Holders, or any underwriters or all of them weretreated as one entity for such purpose) or by any other method of allocationwhich does not take account of the equitable considerations referred to in thisSection 2.6(d). The amount paid or payable by an indemnified party as a resultof the losses, claims, damages, liabilities or expenses (or actions in respectthereof) referred to above shall be deemed to include any legal or other fees orexpenses reasonably incurred by such indemnified party in connection withinvestigating or, except as provided in Section 2.6(c), defending any suchaction or claim. Notwithstanding the provisions of this Section 2.6(d), noHolder shall be required to contribute an amount greater than the dollar amountby which the proceeds received by such Holder with respect to the sale of anyRegistrable Securities exceeds the amount of damages which such Holder hasotherwise been required to pay by reason of such statement or omission. Noperson guilty of fraudulent misrepresentation (within the meaning of Section11(f) of the Securities Act) shall be entitled to contribution from any personwho was not guilty of such fraudulent misrepresentation. The Holders’obligations in this Section 2.6(d) to contribute shall be several in proportionto the amount of Registrable Securities registered by them, and not joint. 

              (e)     The indemnification and contribution provided for under this Agreement willremain in full force and effect regardless of any investigation made by or onbehalf of the indemnified party or any officer, director, or controlling personof such indemnified party and will survive any transfer of the RegistrableSecurities. The indemnity agreements contained in this Section 2.6 shall be inaddition to any other rights to indemnification or contribution which anyindemnified party may have pursuant to law or contract and shall remainoperative and in full force and shall survive the transfer of the RegistrableSecurities by any such party. 

     2.7     Transfer of Registration Rights. The rights to cause the Company toregister securities granted the Purchaser hereunder may be assigned to atransferee or assignee in connection with any transfer or assignment of all, butnot less than all, of the Registrable Securities by the Purchaser provided thatsuch transfer may otherwise be effected in accordance herewith, with any otheragreements binding upon the Purchaser, and with applicable securities laws. 

     2.8     Standoff Agreement. Each Holder agrees that, upon request of the Companyor the underwriters managing any firmly underwritten registered public offeringby the Company, such Holder will not sell, make any short sale of, loan, pledge,grant any option for the purchase of, or otherwise dispose of any RegistrableSecurities (other than those included in the registration) without the priorwritten consent of the Company or such underwriters, as the case may be, forsuch period of time (not to exceed 180 days) from the effective date of suchregistration as may be requested by the underwriters or the Company; providedthat the officers, directors and stockholders then owning at least 1% of theoutstanding Common Stock of the Company also agree to such restrictions. 

     2.9     Compliance with Rule 144. The Company agrees that the Company shall useits best efforts to continue to file reports under Section 13 or 15(d) of theExchange Act in a timely manner. At the request of any Holder who proposes tosell securities in compliance with Rule 144 under the Securities Act, theCompany shall forthwith furnish to such Holder a written statement regardingcompliance with the filing requirements of the Commission as set forth in Rule144 as such rule may be amended from time to time. 

SECTION 3.     MISCELLANEOUS
     3.1     Notices. All notices, requests, consents and other communicationshereunder shall be in writing and, if to a Holder, shall be mailed byfirst-class registered or certified air mail or nationally recognized overnightexpress courier, postage prepaid, or by facsimile communication, in each caseaddressed to such Holder at its address set forth on the cover page of thisAgreement or such other address as any Holder may designate to the Company inwriting, and if to the Company, shall be mailed by first-class registered orcertified mail or nationally recognized express overnight courier, postageprepaid, or by facsimile communication, to the Company at the address set forthon the cover page of this Agreement or to such other address as the Company maydesignate to the Holders in writing. 

     3.2     Successors and Assigns. This Agreement shall be binding upon the Companyand its successors and assigns and shall inure to the benefit of the Purchaserand its successors and permitted assigns, including each successive Holder. 

     3.3     Severability. Should any part of this Agreement for any reason bedeclared invalid or unenforceable, such decision will not affect the validity orenforceability of any remaining portion, which remaining portion will remain inforce and effect as if this Agreement had been executed with the invalid portionthereof eliminated and it is hereby declared the intention of the parties heretothat they would have executed the remaining portion of this Agreement withoutincluding therein any such part or portion which may, for any reason, behereafter declared invalid or unenforceable. 

     3.4     Governing  Law. This Agreement  shall be governed by and construed in accordance  with the law ofNew York.
     3.5     Headings. The descriptive headings of the various Sections or parts ofthis Agreement are for convenience only and shall not affect the meaning orconstruction of any of the provisions hereof. 

     3.6     Amendments. This Agreement may be amended only by an instrument inwriting executed by the Holders representing 50.1% of the Registrable Securitiesthen owned by all of the Holders, and the Company; provided, however,that no amendment hereto providing one or more Holders with priority over, orgreater relative rights with respect to, other Holders of Registrable Shares, orproviding for the elimination or restriction of registration rights as to anyHolder, shall be made without the consent of all Holders adversely affected. 

     3.7     Counterparts. This Agreement may be executed in any number ofcounterparts, each of which shall be enforceable against the parties executingsuch counterparts, and all of which together shall constitute one agreement. Anyparty may execute this Agreement by facsimile signature and the other partiesshall be entitled to rely on such facsimile signature as evidence that thisAgreement has been duly executed by such party. 

     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day andyear first above written. 

     **COMPANY:**
     RADIANT ENERGY CORPORATION

 By:/s/ Bruce R. Nobles           Name:  Bruce R. NoblesTitle:  President and Chief Executive Officer