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

     Registration  Rights  Agreement  (the  "Agreement"),  dated as of May _12_,
                                             ---------
2006,  by  and  between  Myriad  Entertainment  &  Resorts,  Inc., a corporation
organized  under the laws of the State of Delaware, with its principal executive
office  at  10050-112 St., 10th floor, Suite 1000, Edmonton, Alberta, Canada T5K
2J1(the "Company"), and Dutchess Private Equities Fund, L.P., a Delaware limited
         -------
partnership  with  its  principal  office  at  50  Commonwealth Avenue, Suite 2,
Boston,  MA  02116  (the  "Holder").
                           ------

     Whereas,  in  connection  with  the Investment Agreement by and between the
Company  and the Investor of this date (the "Investment Agreement"), the Company
                                             --------------------
has  agreed  to issue and sell to the Investor an indeterminate number of shares
of  the  Company's Common Stock, $.0001par 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 promises 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:

SECTION  1.  DEFINITIONS.
             -----------

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

     "Execution  Date"  means  the  date  of  this  Agreement  set  forth above.
      ---------------

     "Investor"  means  Dutchess Private Equities Fund, L.P., a Delaware limited
      --------
partnership.

     "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.

"Potential Material Event" means any of the following: (I) the possession by the
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Company  of  material  information  not  ripe for disclosure in the 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
adversely  affected  by  disclosure  in the 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.

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

     "Register,"  "Registered,"  and  "Registration"  refer  to the Registration
      --------     ----------          ------------
effected  by  preparing  and  filing  one (1) 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").

     "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 the 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.

     "Registration  Statement"  means  the 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.


     SECTION  2.  REGISTRATION.
                  ------------

     (A)  The  Company  shall,  within  twenty-one (21) days of the date of this
Agreement,  file  with  the  SEC  the  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 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  [75  million] 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 except to the extent that the SEC requires the share
amount  to  be  reduced  as  a  condition  of  effectiveness.

     (B)  The  Company shall use all commercially reasonable efforts to have the
Registration  Statement(s)  declared  effective  by  the  SEC within ninety (90)
calendar  days  after  the  Execution  Date.


     (C)  The  Company  agrees  not  to  include  any  other  securities  in 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  calendar  days  after  the
Registration  Statement  for the Registrable Securities is declared effective by
the  SEC.


     SECTION  3.  RELATED  OBLIGATIONS.
                  --------------------

     At  such  time  as  the  Company  is  obligated  to  prepare  and  file the
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  all commercially reasonable 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  the date on
which  (A)  the  Investor shall have sold all the Registrable Securities; or (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 use all commercially reasonable efforts
to  respond  to  all SEC comments within seven (7) business days from receipt of
such  comments by the Company. The Company shall use all commercially reasonable
efforts  to  cause  the  Registration  Statement  relating  to  the  Registrable
Securities  to  become  effective  no  later than five  (5)  business days after
notice  from  the SEC that the Registration Statement may be declared effective.
The  Investor  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  the  Registration
Statement  and  the  prospectus  used  in  connection  with  such  Registration
Statement,  which  prospectus  is  to  be filed pursuant to Rule 424 promulgated
under  the  1933  Act,  as  may be necessary to keep such Registration Statement
effective  during  the Registration Period, and, during such period, comply with
the  provisions  of  the  1933  Act  with  respect  to  the  disposition  of all
Registrable  Securities  of  the  Company covered by such Registration Statement
until  such  time as all of such Registrable Securities shall have been disposed
of  in  accordance  with  the  intended  methods  of disposition by the Investor
thereof as set forth in such Registration Statement.  In the event the number of
shares  of  Common Stock covered by the 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 commercially reasonable 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  make  available to the Investor whose Registrable
Securities  are  included  in  any  Registration Statement and its legal counsel
without charge (I) promptly after the same is prepared and filed with the SEC at
least  one (1) 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,  the  Company  shall  make available copies of the
prospectus,  via  EDGAR,  included  in  such  Registration  Statement  and  all
amendments  and  supplements  thereto; and (III) such other documents, including
copies  of  any  preliminary or final prospectus, as the Investor may reasonably
request  from  time  to  time  in  order  to  facilitate  the disposition of the
Registrable  Securities.

     (D)  The  Company shall use commercially reasonable efforts to (I) register
and  qualify  the  Registrable  Securities covered by the Registration Statement
under  such  other  securities  or  "blue sky" laws of such states in the United
States  as  the  Investor  reasonably  requests;  (II) prepare and file in those
jurisdictions,  such  amendments  (including  post-effective  amendments)  and
supplements  to  such  registrations  and  qualifications as may be necessary to
maintain  the  effectiveness  thereof during the Registration Period; (III) take
such  other  actions  as  may  be  necessary  to maintain such registrations and
qualifications  in  effect at all times during the Registration Period, and (IV)
take  all  other  actions  reasonably  necessary  or  advisable  to  qualify the
Registrable  Securities  for sale in such jurisdictions; provided, however, that
the  Company  shall  not  be  required in connection therewith or as a condition
thereto  to  (X)  qualify  to do business in any jurisdiction where it would not
otherwise  be  required  to  qualify  but  for this Section 3(d), or (Y) subject
itself to general taxation in any such jurisdiction.  The Company shall promptly
notify  the  Investor  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  Investor  in  writing of the happening of any event as a
result  of  which the prospectus included in the Registration Statement, as then
in  effect, includes an untrue statement of a material fact or omission to state
a  material  fact  required  to  be  stated  therein  or  necessary  to make the
statements  therein,  in  light of the circumstances under which they were made,
not misleading ("Registration Default") and use all diligent efforts to promptly
                 --------------------
prepare  a  supplement  or amendment to such Registration Statement and take any
other  necessary  steps  to  cure  the  Registration  Default  (which,  if  such
Registration  Statement is on Form S-3, may consist of a document to be filed by
the  Company  with  the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the
1934  Act  (as  defined  below)  and  to  be  incorporated  by  reference in the
prospectus)  to  correct  such  untrue statement or omission, and make available
copies  of  such supplement or amendment to the Investor. The Company shall also
promptly  notify the Investor (I) when a prospectus or any prospectus supplement
or  post-effective amendment has been filed, and when the Registration Statement
or  any  post-effective amendment has become effective (the Company will prepare
notification  of  such effectiveness which shall be delivered to the Investor on
the  same  day  of  such effectiveness and by overnight mail), additionally, the
Company will promptly provide to the Investor, a copy of the effectiveness order
prepared  by  the SEC once it is received by the Company; (II) of any request by
the  SEC  for amendments or supplements to the Registration Statement or related
prospectus  or  related  information,  (III)  of  the  Company's  reasonable
determination  that  a  post-effective  amendment  to the Registration Statement
would  be appropriate, (IV) in the event the Registration Statement is no longer
effective,  or  (V)  if  the  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.

     (F)  The  Company  shall use all commercially reasonable efforts to prevent
the  issuance  of  any  stop  order or other  suspension of effectiveness of the
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 the Investor holding 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
concerning  the  effectiveness  of  the  registration  statement.

     (G)  The  Company  shall  permit  the  Investor  and one (1) legal counsel,
designated  by  the  Investor,  to  review  and  comment  upon  the Registration
Statement  and  all amendments and supplements thereto at least one (1) calendar
day  prior  to  their  filing  with  the  SEC.
However,  any  postponement  of  a  filing  of  a  Registration Statement or any
postponement  of a request for acceleration or any postponement of the effective
date  or  effectiveness  of  a  Registration Statement by written request of the
Investor  (collectively,  the  "Investor's  Delay") shall not act to trigger any
penalty  of  any  kind,  or  any  cash  amount due or any in-kind amount due the
Investor  from  the  Company  under any and all agreements of any nature or kind
between the Company and the Investor.  The event(s) of an Investor's Delay shall
act  to  suspend  all obligations of any kind or nature of the Company under any
and  all  agreements of any nature or kind between the Company and the Investor.

     (H)  At the request of the Investor, the Company's counsel shall furnish to
the  Investor an opinion letter confirming the effectiveness of the registration
statement.  Such  opinion  letter  shall  be  issued  as  of  the  date  of  the
effectiveness  of  the  registration  statement  and  be in form suitable to the
Investor.

     (I)  The  Company  shall  hold in confidence and not make any disclosure of
information concerning the Investor unless (I) disclosure of such information is
necessary  to  comply with federal or state securities laws, (II) the disclosure
of  such information is necessary to avoid or correct a misstatement or omission
in  any Registration Statement, (III) the release of such information is ordered
pursuant  to  a  subpoena  or  other final, non-appealable order from a court or
governmental  body  of competent jurisdiction, or (IV) such information has been
made  generally 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 the Investor is sought
in or by a court or governmental body of competent jurisdiction or through other
means, give prompt written notice to the Investor and allow the Investor, at the
Investor's expense, to undertake appropriate action to prevent disclosure of, or
to  obtain  a  protective  order  covering  such  information.

     (J)  The  Company shall use all commercially reasonable efforts to maintain
designation  and  quotation  of  all  the  Registrable Securities covered by any
Registration  Statement  on  the  Principal  Market.  If,  despite the Company's
commercially  reasonable  efforts, the Company is unsuccessful in satisfying the
preceding  sentence,  it  shall use commercially reasonable 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.  The Company shall pay all fees and
expenses  in  connection with satisfying its obligation under this Section 3(j).

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

     (L)  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.

     (M)  If  requested  by  the  Investor,  the  Company  shall  (I) as soon as
reasonably  practical  incorporate  in a prospectus supplement or post-effective
amendment  such  information  as  the  Investor  reasonably determines 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  reasonably  possible  after  being  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  the  Investor.

     (N)  The Company shall use all commercially reasonable 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  facilitate  the  disposition  of  such  Registrable
Securities.

     (O)  The Company shall otherwise use all commercially reasonable efforts to
comply  with  all applicable rules and regulations of the SEC in connection with
any  registration  hereunder.

     (P)  Within  one  (1)  business  day after the Registration Statement which
includes  Registrable  Securities  is declared effective by the SEC, the Company
shall 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.

     (Q)  The  Company  shall  take  all  other  reasonable actions necessary to
expedite  and  facilitate  disposition by the Investor of Registrable Securities
pursuant  to  the  Registration  Statement.




SECTION  4.  OBLIGATIONS  OF  THE  INVESTOR.
             ------------------------------

     (A)  At  least five (5) calendar days prior to the first anticipated filing
date  of  the  Registration  Statement  the Company shall notify the Investor in
writing  of  the  information  the  Company  requires  from the Investor for the
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 and the Investor agrees to furnish to the Company
that  information  regarding itself, the Registrable Securities and the intended
method  of  disposition  of  the  Registrable  Securities as shall reasonably be
required  to  effect  the  registration  of  such Registrable Securities and the
Investor  shall  execute  such documents in connection with such registration as
the  Company may reasonably request.  The Investor covenants and agrees that, in
connection  with  any  sale  of  Registrable  Securities  by  it pursuant to the
Registration  Statement, it shall comply with the "Plan of Distribution" section
of  the  then  current  prospectus  relating  to  such  Registration  Statement.

     (B)  The  Investor, by its 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  the  Investor  has  notified  the  Company  in writing of an
election  to  exclude  all  of  the  Investor's Registrable Securities from such
Registration  Statement.

     (C)  The  Investor  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),  the  Investor  will  immediately  discontinue
disposition  of Registrable Securities pursuant to any Registration Statement(s)
covering  such Registrable Securities until the Investor's receipt of the copies
of  the  supplemented  or amended prospectus contemplated by Section 3(f) or the
first  sentence  of  3(e)


     SECTION  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 including comments, 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  or  for  the  Investor shall be paid by the Company.


     SECTION  6.  INDEMNIFICATION.
                  ---------------

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


     (A)  To  the  fullest  extent  permitted  by  law,  the Company, under this
Agreement,  will,  and  hereby  does,  indemnify,  hold  harmless and defend the
Investor  who  holds  Registrable Securities, the directors, officers, partners,
employees,  counsel,  agents,  representatives  of, and each Person, if any, who
controls,  any  Investor  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 the 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 the Investor has requested in
writing  that the Company register or qualify the Shares ("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 the
Registration  Statement  (the matters in the foregoing clauses (i) through (iii)
being,  collectively,  "Violations").  Subject  to the restrictions set forth in
                        ----------
Section  6(c) the Company shall reimburse the Investor and each such controlling
person,  promptly as such expenses are incurred and are due and payable, for any
reasonable  legal  fees  or  other  reasonable  expenses  incurred  by  them  in
connection  with  investigating  or  defending  any  such Claim. Notwithstanding
anything  to  the  contrary  contained  herein,  the  indemnification  agreement
contained in this Section 6(a): (I) shall not apply to a Claim arising out of or
based  upon  a  Violation  which  is  due  to  the inclusion in the Registration
Statement  of the information furnished 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 Investor 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 Investor or of the Investor's failure to register as a dealer
under  applicable  securities  laws; (IV) any omission of the Investor to notify
the  Company  of  any  material  fact  that should be stated in the Registration
Statement  or prospectus relating to the Investor or the manner of sale; and (V)
any  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 Investor
pursuant  to  the  Registration  Statement.

          (B)  In  connection  with any Registration Statement in which Investor
is  participating,  the Investor agrees to severally and 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  the  Investor  expressly  for  use  in  connection  with  such
Registration  Statement;  and,  subject  to  Section  6(c),  the  Investor  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  the  Investor,  which  consent  shall  not be unreasonably
withheld;  provided,  further,  however,  that the Investor shall only be liable
under  this  Section  6(b) for  that amount of a Claim or Indemnified Damages as
does  not  exceed  the  net proceeds to such Investor 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 Investor 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.

     (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 (1) separate legal
counsel  for  the Indemnified Persons or the Indemnified Parties, as applicable,
and such counsel shall be selected by the Investor, if the Investor 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  apprised  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 subrogated 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  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.



SECTION  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.


     SECTION  8.     REPORTS  UNDER  THE  1934  ACT.
                     ------------------------------

     With  a  view  to making available to the Investor 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 Investor to sell securities of the Company
to  the  public  without  registration  ("Rule 144"), provided that the Investor
                                          --------
holds any Registrable Securities are eligible for resale under Rule 144 (k), 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.


SECTION  9.  NO  ASSIGNMENT  OF  REGISTRATION  RIGHTS.
             ----------------------------------------

     The  rights  and  obligations under this Agreement shall not be assignable.


SECTION  10.  AMENDMENT  OF  REGISTRATION  RIGHTS.
              -----------------------------------

     The  provisions  of  this  Agreement  may  be amended only with the written
consent  of  the  Company  and  Investor.


SECTION  11.  MISCELLANEOUS.
              -------------

     (A)  Any  notices or other communications required or permitted to be given
under the terms of this Agreement that must be in writing 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:

     Myriad  Entertainment  &  Resorts,  Inc.
     10050-112  St.,10th  floor,  Suite  1000
Edmonton,  Alberta,  CANADA  T5K  2J1
Telephone:  (780)  431-0086
Facsimile:



If  to  the  Investor:

     Dutchess  Private  Equities  Fund,  LP
     50  Commonwealth  Ave,  Suite  2
     Boston,  MA  02116
     Telephone:  (617)  301-4700
     Facsimile:  (617)  249-0947

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

     (B)  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.

     (C)   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.

     (D)  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.

     (E)  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.

     (F)  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.

     (G)  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.

     (h) 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.

SECTION  12.  DISPUTES  SUBJECT  TO  ARBITRATION  GOVERNED  BY MASSACHUSETTS LAW
              ------------------------------------------------------------------

     All  disputes  arising  under  this  agreement  shall  be  governed  by and
interpreted  in  accordance  with the laws of the Commonwealth of Massachusetts,
without regard to principles of conflict of laws.  The parties to this agreement
will  submit all disputes arising under this agreement to arbitration in Boston,
Massachusetts before a single arbitrator of the American Arbitration Association
("AAA").  The  arbitrator  shall  be selected by application of the rules of the
AAA, or by mutual agreement of the parties, except that such arbitrator shall be
an  attorney  admitted to practice law in the Commonwealth of Massachusetts.  No
party  to  this agreement will challenge the jurisdiction or venue provisions as
provided in this section.  Nothing contained herein shall prevent the party from
obtaining  an  injunction.

<PAGE>

                SIGNATURE PAGE OF REGISTRATION RIGHTS AGREEMENT

Your  signature  on  this Signature Page evidences your agreement to be bound by
the terms and conditions of the Investment Agreement and the Registration Rights
Agreement  as  of  the  date  first  written  above.

The  undersigned signatory hereby certifies that he has read and understands the
Registration  Rights  Agreement, and the representations made by the undersigned
in  this  Registration  Rights Agreement are true and accurate, and agrees to be
bound  by  its  terms.

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



     By:  /s/  Douglas  H.  Leighton
          --------------------------
          Douglas  H.  Leighton,  Managing  Member



MYRIAD  ENTERTAINMENT  RESORTS,  INC.


By:  /s/  Scott  Hawrelechko
     -----------------------
     Scott  Hawrelechko,  CEO