REGISTRATION RIGHTS AGREEMENT
                          -----------------------------


     REGISTRATION  RIGHTS  AGREEMENT  (this  "Agreement"), dated as of April 28,
2003,  by and between Cal Bay International, Inc., a company organized under the
laws  of  State  of  Nevada, with its principal executive office at 1582 Parkway
Loop  Suite  G, Tustin, CA  92780 (the "Company"), and Dutchess Private Equities
Fund,  L.P.  (the  "Investor").

     WHEREAS,  in  connection  with  the Investment Agreement by and between the
Company and the Investor of even date herewith (the "Investment Agreement"), the
Company has agreed to issue and sell to the Investor (i) an indeterminate number
of  shares  of  the  Company's common stock, no par value per share (the "Common
Stock"), to be purchased pursuant to the terms and subject to the conditions set
forth  in  the  Investment  Agreement;  and

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

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


               1.  DEFINITIONS.

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

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

b.  "Holder"  means  Dutchess  Private  Equities  Fund, L.P., a Delaware limited
partnership.

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

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


                                        1
<PAGE>

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

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

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

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

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

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

     2.     REGISTRATION.

a.     Mandatory  Registration.  The  Company shall use its best efforts to file
with  the  SEC,  within  thirty  (30)  days  of  the date hereof, a Registration
Statement or Registration Statements (as is necessary) on Form SB-2 (or, if such
form  is unavailable for such a registration, on such other form as is available
for  such  a  registration),  covering  the  resale  of  all  of the Registrable
Securities, which Registration Statement(s) shall state that, in accordance with
Rule 416 promulgated under the 1933 Act, such Registration Statement also covers
such  indeterminate  number  of  additional shares of Common Stock as may become
issuable  upon  stock  splits,  stock  dividends  or  similar transactions.  The
Company  shall  initially  register for resale 10,000,000 shares of Common Stock
which  would  be  issuable  on the date preceding the filing of the Registration
Statement  based  on the closing bid price of the Company's Common Stock on such
date  and the amount reasonably calculated that represents Common Stock issuable
to  other  parties  as  set  forth  in  the  Investment  Agreement.

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


                                        2
<PAGE>

c.     The  Company  agrees  not  to  include  any  other  securities  in  the
Registration  Statement  covering  the Registrable Securities without Investor's
prior  written  consent  which  Investor  may  withhold  in its sole discretion.
Furthermore,  the  Company  agrees  that it will not file any other Registration
Statement  for  other  securities,  until  thirty  (30)  calendar days after the
Registration  Statement  for the Registrable Securities is declared effective by
the  SEC.

d.     Counsel.  Subject to Section 5 hereof, in connection with any offering of
the Registrable Securities pursuant to this Section 2, the Holder shall have the
right  to  select one legal counsel to administer its interests in the offering.
The Company pay the reasonable legal fees of such counsel (not to exceed $7,500)
and  shall  reasonably  cooperate  with  any  such  counsel.

     3.     RELATED  OBLIGATIONS.

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


a.          The  Company  shall  use its best efforts to cause such Registration
Statement  relating  to  the  Registrable  Securities to become effective within
ninety  (90)  days  after  the  Execution  Date and shall keep such Registration
Statement  effective  until the earlier to occur of (i) the date as of which the
Holders  may sell all of the Registrable Securities without restriction pursuant
to Rule 144(k) promulgated under the 1933 Act (or successor thereto) or (ii) the
date on which (A) the Holders shall have sold all the Registrable Securities and
(B)  the  Investor has no right to acquire any additional shares of Common Stock
under  the  Investment  Agreement (the "Registration Period").  The Registration
Statement  (including  any  amendments  or  supplements thereto and prospectuses
contained  therein) shall not contain any untrue statement of a material fact or
omit  to  state  a  material fact required to be stated therein, or necessary to
make  the  statements  therein, in light of the circumstances in which they were
made, not misleading. The Company shall respond to all SEC comments within seven
(7)  business  days  from  receipt  of such comments by the Company. The Company
shall cause the Registration Statement relating to the Registrable Securities to
become effective no later than three (3) business days after notice from the SEC
that the Registration Statement may be declared effective.  The Holder agrees to
provide  all  information which it is required by law to provide to the Company,
including  the intended method of disposition of the Registrable Securities, and
the Company's obligations set forth above shall be conditioned on the receipt of
such  information.

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


                                        3
<PAGE>

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

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

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

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


                                        4
<PAGE>

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

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

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


                                        5
<PAGE>

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

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

h.     At  the request of any Holder, the Company shall cause to be furnished to
such  Holder,  on  the  date of the effectiveness of a Registration Statement, a
legal  opinion, in form and substance reasonably acceptable to Holder's counsel,
dated  as of such date, of counsel representing the Company for purposes of such
Registration  Statement.

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

j.     The  Company  shall  hold  in  confidence  and not make any disclosure of
information concerning a Holder provided to the Company unless (i) disclosure of
such  information  is necessary to comply with federal or state securities laws,
(ii)  the  disclosure  of  such  information  is necessary to avoid or correct a
misstatement  or  omission  in  any Registration Statement, (iii) the release of


                                        6
<PAGE>

such  information  is  ordered  pursuant  to  a  subpoena  or  other  final,
non-appealable  order  from  a  court  or  governmental  body  of  competent
jurisdiction,  or (iv) such information has been made generally available to the
public  other  than  by  disclosure  in violation of this Agreement or any other
agreement.  The  Company  agrees that it shall, upon learning that disclosure of
such  information concerning a Holder is sought in or by a court or governmental
body  of  competent  jurisdiction  or  through  other means, give prompt written
notice  to  such  Holder  and  allow  such  Holder,  at the Holder's expense, to
undertake appropriate action to prevent disclosure of, or to obtain a protective
order  for,  such  information.

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

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

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

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

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


                                        7
<PAGE>

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

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

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

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

     4.     OBLIGATIONS  OF  THE  HOLDERS.

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

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

c.     Each  Holder agrees that, upon receipt of written notice from the Company
of the happening of any event of the kind described in Section 3(f) or the first
sentence  of  3(e),  such  Holder  will  immediately  discontinue disposition of


                                        8
<PAGE>

Registrable  Securities  pursuant to any Registration Statement(s) covering such
Registrable  Securities  until  such  Holder's  receipt  of  the  copies  of the
supplemented  or  amended  prospectus  contemplated by Section 3(f) or the first
sentence  of  3(e).

     5.     EXPENSES  OF  REGISTRATION.

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

     6.     INDEMNIFICATION.

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


a.          To the fullest extent permitted by law, the Company will, and hereby
does, indemnify, hold harmless and defend each Holder who holds such Registrable
Securities,  the  directors,  officers,  partners,  employees,  counsel, agents,
representatives of, and each Person, if any, who controls, any Holder within the
meaning  of the 1933 Act or the Securities Exchange Act of 1934, as amended (the
"1934  Act"),  (each,  an  "Indemnified  Person"),  against  any losses, claims,
damages,  liabilities,  judgments,  fines, penalties, charges, costs, attorneys'
fees,  amounts  paid  in settlement or expenses, joint or several (collectively,
"Claims"),  incurred in investigating, preparing or defending any action, claim,
suit,  inquiry,  proceeding, investigation or appeal taken from the foregoing by
or  before any court or governmental, administrative or other regulatory agency,
body  or  the  SEC, whether pending or threatened, whether or not an indemnified
party is or may be a party thereto ("Indemnified Damages"), to which any of them
may  become  subject  insofar as such Claims (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon: (i)
any  untrue  statement  or  alleged  untrue  statement  of  a material fact in a
Registration  Statement or any post-effective amendment thereto or in any filing
made  in  connection with the qualification of the offering under the securities
or other "blue sky" laws of any jurisdiction in which Registrable Securities are
offered  ("Blue  Sky  Filing"),  or  the omission or alleged omission to state a
material  fact required to be stated therein or necessary to make the statements
therein,  in  light of the circumstances under which the statements therein were
made, not misleading, (ii) any untrue statement or alleged untrue statement of a
material  fact contained in the final prospectus (as amended or supplemented, if
the  Company  files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to
make  the statements made therein, in light of the circumstances under which the
statements  therein were made, not misleading, or (iii) any violation or alleged
violation  by  the  Company  of  the  1933  Act,  the  1934  Act, any other law,
including,  without  limitation,  any  state  securities  law,  or  any  rule or
regulation  thereunder  relating  to  the  offer  or  sale  of  the  Registrable
Securities  pursuant  to  a Registration Statement (the matters in the foregoing
clauses  (i)  through  (iii) being, collectively, "Violations").  Subject to the
restrictions  set  forth  in  Section  6(c)  with respect to the number of legal
counsel,  the  Company  shall  reimburse  the  Holders and each such controlling


                                        9
<PAGE>

person,  promptly as such expenses are incurred and are due and payable, for any
reasonable  legal  fees  or  other  reasonable  expenses  incurred  by  them  in
connection  with  investigating  or  defending  any  such Claim. Notwithstanding
anything  to  the  contrary  contained  herein,  the  indemnification  agreement
contained in this Section 6(a): (i) shall not apply to a Claim arising out of or
based  upon  a  Violation  which  is  due  to  the inclusion in the Registration
Statement  of  the  information  furnished  in  writing  to  the  Company by any
Indemnified  Person  expressly for use in connection with the preparation of the
Registration Statement or any such amendment thereof or supplement thereto; (ii)
shall not be available to the extent such Claim is based on (a) a failure of the
Holder  to  deliver or to cause to be delivered the prospectus made available by
the  Company  or  (b)  the  Indemnified  Person's use of an incorrect prospectus
despite  being  promptly advised in advance by the Company in writing not to use
such  incorrect prospectus;  (iii) any claims based on the manner of sale of the
Registrable  Securities by the Holder; (iv) any omission of the Holder to notify
the  Company  of  any  material  fact  that should be stated in the Registration
Statement  or  prospectus  relating  to the Holder or the manner of sale; or (v)
shall not apply to amounts paid in settlement of any Claim if such settlement is
effected  without  the prior written consent of the Company, which consent shall
not  be  unreasonably  withheld.  Such  indemnity shall remain in full force and
effect  regardless  of any investigation made by or on behalf of the Indemnified
Person  and  shall  survive  the  resale  of  the  Registrable Securities by the
Holders  pursuant  to  the  Registration  Statement.

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


                                       10
<PAGE>

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

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


                                       11
<PAGE>

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

     7.     CONTRIBUTION.

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

     8.     REPORTS  UNDER  THE  1934  ACT.

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

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

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

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

     9.     NO  ASSIGNMENT  OF  REGISTRATION  RIGHTS.

     The  rights  under  this  Agreement  shall  not  be  assignable.

     10.     AMENDMENT  OF  REGISTRATION  RIGHTS.


                                       12
<PAGE>

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

     11.     MISCELLANEOUS.

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

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

If  to  the  Company:

     Cal  Bay  International,  Inc.
     1582  Parkway  Loop
     Suite  G
     Tustin,  CA  92780
     Attention:  Robert  Thompson
     Telephone:  714-258-7070
     Facsimile:  714-258-7077

And

     Cletha  Walstrand,  Attorney  at  Law
     8  East  Broadway,  Suite  609
     Salt  Lake  City,  UT  84111
     Telephone:  (801)  363-0890
     Facsimile:  (801)  363-8512

If  to  the  Investor:


     Dutchess  Private  Equities  fund,  LP
     312  Stuart  St.
     Boston, MA  02116
     Tel:  (617)  960-3582
     Fax::    (617)  960-3772.


                                       13
<PAGE>

With  a  copy  to:

     John  Nossiff,  Esq
     Brown  Rudnick  Berlack  &  Israels,  LP
     One  Financial  Center
     Boston,  MA  02111
     Phone:  617-856-8200
     Fax  :  617-856-8201


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

c.     Failure of any party to exercise any right or remedy under this Agreement
or  otherwise, or delay by a party in exercising such right or remedy, shall not
operate  as  a  waiver  thereof.

d.     The  laws  of  the State of Massachusetts shall govern all issues arising
from  or  related to this Agreement without regard to the principles of conflict
of  laws. Each party hereby irrevocably submits to the exclusive jurisdiction of
the  state  and federal courts sitting in the City of Boston, County of Suffolk,
for  the adjudication of any dispute hereunder or in connection herewith or with
any  transaction contemplated hereby or discussed herein, and hereby irrevocably
waives,  and  agrees  not to assert in any suit, action or proceeding, any claim
that  it  is  not personally subject to the jurisdiction of any such court, that
such  suit, action or proceeding is brought in an inconvenient forum or that the
venue  of  such  suit,  action  or  proceeding  is  improper.  Each party hereby
irrevocably  waives  personal  service  of process and consents to process being
served  in any such suit, action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees that
such  service shall constitute good and sufficient service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way any right
to  serve  process  in  any  manner  permitted by law.  If any provision of this
Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity
or  unenforceability  shall  not  affect  the  validity or enforceability of the
remainder  of  this  Agreement  in  that  jurisdiction  or  the  validity  or
enforceability  of  any  provision  of this Agreement in any other jurisdiction.

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

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

g.     The  headings in this Agreement are for convenience of reference only and
shall  not  limit  or otherwise affect the meaning hereof.  Whenever required by
the  context  of  this  Agreement,  the  singular  shall  include the plural and
masculine  shall include the feminine.  This Agreement shall not be construed as
if  it had been prepared by one of the parties, but rather as if all the parties
had  prepared  the  same.


                                       14
<PAGE>

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

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

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

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

               Cal  Bay  International,  Inc.

               By:  /s/Robert  Thompson
                    ----------------------------
                    Name:  Robert  Thompson
                    Title:  President  &  CEO






                    DUTCHESS  PRIVATE  EQUITIES  FUND,  L.P.
                    BY  ITS  GENERAL  PARTNER  DUTCHESS
                    CAPITAL  MANAGEMENT,  LLC



               By:  /s/Douglas  H.  Leighton
                    ---------------------------
                    Name:  Douglas  H.  Leighton
                    Title: A  Managing  Member


                                       15
<PAGE>

                                    EXHIBIT A

FORM  OF  NOTICE  OF  EFFECTIVENESS
OF  REGISTRATION  STATEMENT

                                             Date:  __________
[TRANSFER  AGENT]

     Re:     Cal  Bay  International,  Inc..
Ladies  and  Gentlemen:

     We  are  counsel  to Cal Bay International, Inc., a Nevada corporation (the
                                                     -
"Company"),  and  have  represented  the Company in connection with that certain
Investment  Agreement (the "Investment Agreement") entered into by and among the
Company  and  _________________________  (the  "Investor") pursuant to which the
Company  has  agreed  to  issue  to  the Investor shares of the Company's common
stock,  no  par value per share (the "Common Stock") on the terms and conditions
set  forth  in  the Investment Agreement.  Pursuant to the Investment Agreement,
the  Company  also  has  entered  into  a Registration Rights Agreement with the
Investor  (the  "Registration  Rights  Agreement") pursuant to which the Company
agreed,  among  other things, to register the Registrable Securities (as defined
in  the  Registration  Rights  Agreement),  including the shares of Common Stock
issued  or  issuable under the Investment Agreement, under the Securities Act of
1933, as amended (the "1933 Act").  In connection with the Company's obligations
under  the Registration Rights Agreement, on ____________ ___, 2003, the Company
filed  a  Registration  Statement  on  Form  S- ___ (File No. 333-________) (the
"Registration  Statement")  with  the  Securities  and  Exchange Commission (the
"SEC")  relating  to  the  Registrable  Securities which names the Investor as a
selling  shareholder  thereunder.

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

                                   Very  truly  yours,

                                   [Company  Counsel]

                                    By:     ____________________
cc:     [Investor]


                                       16
<PAGE>