EXHIBIT 10.16

                          REGISTRATION RIGHTS AGREEMENT

      This Registration  Rights Agreement (this "Agreement") is made and entered
into as of December 20, 2007, by and among Suncrest Global Energy Corp, a Nevada
corporation (the "Company") and Laidlaw & Co. (UK) Ltd. (the "Placement Agent").

      WHEREAS,  pursuant to the Confidential  Private Placement Memorandum dated
October 19, 2007, including all documents  incorporated by reference therein and
all  attachments,  schedules and exhibits  thereto,  (collectively,  the "PPM"),
Beacon Enterprise Solutions Group Inc., an Indiana corporation ("Beacon"),  sold
to investors (the "Beacon  Investors") forty (40) units ("Units")  consisting of
(i)  shares of  Beacon's  Series A  Convertible  Preferred  Stock  (the  "Beacon
Preferred  Stock") and (ii) a five year  warrant  (the  "Beacon  Warrants"),  to
purchase shares of the Beacon's common stock;

      WHEREAS,   pursuant  to  a  Securities   Exchange   Agreement   ("Exchange
Agreement")  dated  December 20, 2007 by and among the  Company,  Beacon and all
holders of securities of Beacon  (including the Beacon  Investors),  the Company
agreed to acquire all of the outstanding  securities of Beacon for securities of
the Company;

      WHEREAS, pursuant to the Exchange Agreement, the Beacon Investors received
Company  preferred stock ("Company  Preferred  Stock") and Company warrants (the
"Company  Warrants")  in exchange  for their Beacon  Preferred  Stock and Beacon
Warrants; and

      WHEREAS, pursuant to the Exchange Agreement, the Company agreed to provide
certain registration rights for all Registrable  Securities as set forth in this
Agreement;

      NOW  THEREFORE,  the  Company  and the  Placement  Agent  hereby  agree as
follows:

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

      "Affiliate  Warrants"  means the Common Stock purchase  warrants issued to
the Placement Agent and designees of the Placement Agent prior to the Offering.

      "Agent  Warrants"  means (i) the Common Stock purchase  warrants issued to
the Placement Agent as a portion of the  consideration for the Placement Agent's
services in connection  with the Offering (ii) the Affiliate  Warrants and (iii)
the Bonaventura Warrants.

      "Bonaventura  Warrants" means the Common Stock purchase warrants issued to
Robert Bonaventura.

      "Business  Day"  means any day except  Saturday,  Sunday and any day which
shall be a federal legal holiday or a day on which banking  institutions  in the
State of New York are authorized or required by law or other governmental action
to close.

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      "Commission" means the United States Securities and Exchange Commission.

      "Common  Stock" means  common  stock of the  Company,  $0.01 par value per
share.

      "Conversion  Shares"  means  the  shares  of Common  Stock  issuable  upon
conversion of the Company Preferred Stock.

      "Effectiveness Period" shall have the meaning set forth in Section 2(a).

      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      "Holder" or  "Holders"  means the holder or  holders,  as the case may be,
from time to time of Registrable Securities (including any permitted assignee).

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

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

      "Losses" shall have the meaning set forth in Section 5(a).

      "Mandatory Effective Date" means June 30, 2008.

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

      "Placement Agent" means Laidlaw & Co. (UK) Ltd.

      "Proceeding"  means an action,  claim,  suit,  investigation or proceeding
(including,  without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.

      "Prospectus" means the prospectus  included in the Registration  Statement
(including,  without  limitation,  a prospectus  that  includes any  information
previously omitted from a prospectus filed as part of an effective  registration
statement in reliance upon Rule 430A  promulgated  under the Securities Act), as
amended or supplemented by any prospectus supplement,  with respect to the terms
of the  offering of any  portion of the  Registrable  Securities  covered by the
Registration  Statement,  and  all  other  amendments  and  supplements  to  the
Prospectus,  including post-effective  amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

      "Registrable Securities" means all (i) the Conversion Shares, (ii) Warrant
Shares,  (iii) shares of Common Stock issued as dividend payments on the Company
Preferred  Stock,  (iv) shares of Common Stock  issuable upon  conversion of the
Company Preferred Stock or other securities convertible into Common Stock issued
as dividend  payments on the Company Preferred Stock, (v) shares of Common Stock
issued or  issuable  upon any stock  split,  dividend or other  distribution  or
recapitalization, and (vi) shares of Common Stock issued or issuable pursuant to
anti-dilution  provisions  or similar event with respect to any of the foregoing
in connection with or pursuant to the provisions of the Company  Preferred Stock
or the Warrants.

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      "Registration Statement" means any of the registration statements required
to be filed  hereunder  (which,  at the  Company's  option,  may be an  existing
registration statement of the Company previously filed with the Commission,  but
not declared effective), including (in each case) the Prospectus, amendments and
supplements  to the  registration  statement or  Prospectus,  including pre- and
post-effective  amendments,  all exhibits thereto, and all material incorporated
by reference  or deemed to be  incorporated  by  reference  in the  registration
statement.

      "Rule 144" means Rule 144  promulgated by the  Commission  pursuant to the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
rule or regulation  hereafter adopted by the Commission having substantially the
same effect as such Rule.

      "Rule 415" means Rule 415  promulgated by the  Commission  pursuant to the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
Rule or regulation  hereafter adopted by the Commission having substantially the
same effect as such Rule.

      "Rule 424" means Rule 424  promulgated by the  Commission  pursuant to the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
Rule or regulation  hereafter adopted by the Commission having substantially the
same effect as such Rule.

      "Securities Act" means the Securities Act of 1933, as amended.

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

      "Trading  Market"  means the  following  markets or exchanges on which the
Common  Stock is listed or  quoted  for  trading  on the date in  question:  the
American Stock Exchange,  the New York Stock Exchange,  the NASDAQ Global Market
or the NASDAQ Capital Market, the OTC Bulletin Board or the Pink Sheets.

      "Warrant  Shares" means the shares of Common Stock  issuable upon exercise
of the Warrants.

      "Warrants" means the Company Warrants,  the Agent Warrants,  the Affiliate
Warrants and the Bonaventura Warrants.

      2. Registration.

            (a) Mandatory Registration.  The Company shall prepare and file with
the  Commission  a  Registration  Statement  covering  the  resale of all of the
Registrable  Securities  immediately  following the date of this Agreement.  The
Company  shall use its best efforts to cause such  Registration  Statement to be
declared  effective by the  Commission,  no later than the  Mandatory  Effective
Date, as evidenced by a legal opinion  deemed  acceptable by the Company's  then
Transfer for an offering to be made on a continuous  basis pursuant to Rule 415.
The Registration Statement required hereunder shall be on

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Form SB-1,  Form SB-2 or Form S-3 (except if the Company is not then eligible to
register for resale the  Registrable  Securities on Form SB-1, Form SB-2 or Form
S-3, in which case the  Registration  Statement shall be on another  appropriate
form in accordance  herewith).  The Registration  Statement  required  hereunder
shall contain the Plan of Distribution, attached hereto as Annex A (which may be
modified  to respond to  comments,  if any,  received  by the  Commission).  The
Company shall cause the  Registration  Statement to become  effective and remain
effective as provided  herein.  The Company  shall use its best efforts to cause
the Registration Statement to remain continuously effective under the Securities
Act until the earlier of the date when all Registrable Securities covered by the
Registration Statement (a) have been sold pursuant to the Registration Statement
or an exemption from the registration  requirements of the Securities Act or (b)
may be sold without any limitation  pursuant to Rule 144(k) (the  "Effectiveness
Period").

            (b)  Piggyback  Registrations  Rights.  If, at any time  during  the
Effectiveness  Period,  the Company shall determine to prepare and file with the
Commission a registration  statement relating to an offering for its own account
or the  account  of  others  under  the  Securities  Act  of  any of its  equity
securities, including without limitation, in connection with the registration of
the Company's  securities in a subsequent  financing,  other than on Form S-4 or
Form  S-8  (each  as  promulgated  under  the  Securities  Act)  or  their  then
equivalents relating to equity securities to be issued solely in connection with
any  acquisition  of any entity or  business  or equity  securities  issuable in
connection with stock option or other employee  benefit plans,  then the Company
shall include in such registration statement all of the Registrable  Securities;
provided,  however,  that (i) if, at any time after giving  written notice of is
intention  to register any  securities  and prior to the  effective  date of the
registration  statement filed in connection with such registration,  the Company
determines  for any reason not to proceed  with such  registration,  the Company
shall be relieved of its  obligation to register any  Registrable  Securities in
connection with such  registration,  and (ii) in case of a determination  by the
Company to delay  registration of its securities,  the Company will be permitted
to delay the  registration of Registrable  Securities for the same period as the
delay in registering such other securities.

            (c)  Filing  Default  Damages,  Etc.  If  a  Registration  Statement
covering the resale of the Registrable  Securities (i) is not declared effective
by the Commission on or before Mandatory Effective Date, and/or (ii) is declared
effective by the Commission,  but the Holders of Registrable  Securities  cannot
sell their respective  Registrable  Securities thereunder at any time after such
Registration  Statement  is  declared  effective  the  Commission  (each being a
"Registration  Failure"),  then the  Company  in each such case shall pay to the
Holders  of  Registrable  Securities,  for  each  thirty  (30)  day  period  (or
proportionally for any shorter period) of each Registration  Failure,  an amount
in cash, as partial liquidated  damages and not as a penalty,  equal to one (1%)
percent of the aggregate  gross proceeds paid by the Holders for the Units.  All
liquidation  damages as a result of such  Registration  Failure shall be paid on
the 31st day following  each initial  Registration  Failure and on each 30th day
thereafter  until  such  Registration  Failure is cured by the  Company.  If the
Company fails to pay any required  liquidated  damages  pursuant to this Section
2(c) in full by each  required  payment  date,  the Company  shall pay  interest
thereon  at a rate of 14% per  annum  (or such  lesser  maximum  amount  that is
permitted to be paid by applicable law) to the Holders,  accruing daily from the
date such partial liquidated  damages are due until such amounts,  plus all such
accrued but unpaid interest thereon, are paid in full.

            3.  Registration  Procedures.   In  connection  with  the  Company's
registration obligations hereunder, the Company shall:

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            (a) Not less than three (3) business days prior to the filing of the
Registration  Statement or any related Prospectus or any amendment or supplement
thereto,  the Company  shall  furnish to the Holder a draft of the  Registration
Statement.

            (b) (i) Use its best efforts to prepare and file with the Commission
such  amendments,  including  post-effective  amendments,  to  the  Registration
Statement and the Prospectus used in connection therewith as may be necessary to
keep the  Registration  Statement  continuously  effective as to the  applicable
Registrable  Securities  for the  Effectiveness  Period;  (ii) cause the related
Prospectus to be amended or supplemented by any required Prospectus  supplement,
and as so  supplemented  or amended to be filed  pursuant to Rule 424; and (iii)
respond  to any  comments  received  from the  Commission  with  respect  to the
Registration Statement or any amendment thereto.

            (c)  Notify  the  Holders of  Registrable  Securities  to be sold as
promptly as  reasonably  possible:  (i)(A) when a Prospectus  or any  Prospectus
supplement or post-effective amendment to the Registration Statement is proposed
to be filed; (B) when the Commission  notifies the Company whether there will be
a "review" of the Registration Statement and whenever the Commission comments in
writing on the  Registration  Statement (the Company shall upon request  provide
true and complete  copies thereof and all written  responses  thereto to each of
the Holders,  subject,  if  appropriate,  to the  execution  of  confidentiality
agreements in form  acceptable to the  Company);  and (C) when the  Registration
Statement or any  post-effective  amendment  has become  effective;  (ii) of any
request by the Commission or any other Federal or state  governmental  authority
during the period of effectiveness of the Registration  Statement for amendments
or  supplements  to the  Registration  Statement or Prospectus or for additional
information;  (iii) of the issuance by the  Commission  or any other  federal or
state  governmental  authority of any stop order suspending the effectiveness of
the Registration  Statement covering any or all of the Registrable Securities or
the initiation of any Proceedings  for that purpose;  (iv) of the receipt by the
Company of any notification  with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale in
any  jurisdiction,  or the  initiation or threatening of any Proceeding for such
purpose;  and (v) of the  occurrence  of any event or passage of time that makes
the financial  statements included in the Registration  Statement ineligible for
inclusion  therein  or any  statement  made  in the  Registration  Statement  or
Prospectus or any document  incorporated or deemed to be incorporated therein by
reference  untrue in any material  respect or that requires any revisions to the
Registration  Statement,  Prospectus or other  documents so that, in the case of
the  Registration  Statement or the Prospectus,  as the case may be, it will not
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated therein or necessary to make the statements  therein,
in light of the circumstances under which they were made, not misleading.

            (d) Use its  commercially  reasonable  efforts to avoid the issuance
of,  or, if  issued,  obtain  the  withdrawal  of (i) any order  suspending  the
effectiveness  of the  Registration  Statement,  or (ii) any  suspension  of the
qualification  (or  exemption  from  qualification)  of any  of the  Registrable
Securities for sale in any jurisdiction, at the earliest practicable moment.

            (e) Prior to any resale of Registrable  Securities by a Holder,  use
its best efforts to register or qualify or cooperate with the selling Holders in
connection  with  the  registration  or  qualification  (or  exemption  from the
registration or qualification) of such Registrable  Securities for the resale by
the Holder under the  securities or Blue Sky laws of such  jurisdictions  within
the United  States as any Holder  reasonably  requests in writing,  to keep such
registration or  qualification  (or exemption  therefrom)  effective  during the
Effectiveness Period

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and to do  such  other  acts  or  things  reasonably  necessary  to  enable  the
disposition in such  jurisdictions of the Registrable  Securities covered by the
Registration  Statement;  provided,  however,  that  the  Company  shall  not be
required to qualify generally to do business in any jurisdiction where it is not
then  so  qualified,  subject  the  Company  to any  material  tax  in any  such
jurisdiction  where it is not  then so  subject  or file a  general  consent  to
service of process in any such jurisdiction.

            (f)  Upon  the  occurrence  of any  event  contemplated  by  Section
3(c)(v), as promptly as reasonably possible,  prepare a supplement or amendment,
including  a  post-effective  amendment,  to  the  Registration  Statement  or a
supplement to the related  Prospectus or any document  incorporated or deemed to
be incorporated  therein by reference,  and file any other required  document so
that,  as  thereafter  delivered,  neither the  Registration  Statement nor such
Prospectus will contain an untrue  statement of a material fact or omit to state
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.

            (g) Use its  commercially  reasonable  efforts  to  comply  with all
applicable rules and regulations of the Commission  relating to the registration
of  the  Registrable  Securities  pursuant  to  the  Registration  Statement  or
otherwise.

            (h) The Company  shall use its best  efforts to either (a) cause all
the Registrable  Securities covered by a Registration  Statement to be listed on
each securities  exchange 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 (b) either the
Nasdaq Global  Market or the Nasdaq  Capital  Market,  or a stock  exchange,  or
secure  the  inclusion  for  quotation  on  the  OTC  Bulletin  Board  for  such
Registrable Securities and, without limiting the generality of the foregoing, to
arrange  for at least  two (2)  market  makers  to  register  with the  National
Association of Securities  Dealers,  Inc.  ("NASD") as such with respect to such
Registrable  Securities,  or, the "Pink  Sheets." The Company shall pay all fees
and expenses in connection  with  satisfying its  obligation  under this Section
3(h).

            (i) The Company covenants that it shall file the reports required to
be filed by it under the  Securities  Act and the Exchange Act and the rules and
regulations adopted by the Commission  thereunder so long as the Holder owns any
Registrable Securities; provided, however, the Company may delay any such filing
but only  pursuant to Rule 12b-25 under the Exchange  Act, and the Company shall
take  such  further  reasonable  action as the  Holder  may  reasonably  request
(including,  without limitation,  promptly obtaining any required legal opinions
from  Company  counsel  necessary to effect the sale of  Registrable  Securities
under Rule 144 and paying the related fees and expenses of such counsel), all to
the extent required from time to time to enable such Holder to sell  Registrable
Securities  without  registration under the Securities Act within the limitation
of the  exemptions  provided by (a) Rule 144 under the  Securities  Act, as such
Rule may be amended  from time to time,  or (b) any similar  rule or  regulation
hereafter adopted by the Commission.

      4.  Registration   Expenses.   All  fees  and  expenses  incident  to  the
performance  of or compliance  with this Agreement by the Company shall be borne
by the Company  whether or not any  Registrable  Securities are sold pursuant to
the Registration Statement, other than fees and expenses of counsel or any other
advisor  retained by the Holders and discounts and  commissions  with respect to
the sale of any  Registrable  Securities  by the Holders.  The fees and expenses
referred to in the foregoing sentence shall include, without limitation, (i) all
registration and

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filing fees (including,  without limitation,  fees and expenses (A) with respect
to filings required to be made with the Trading Market on which the Common Stock
is  then  listed  for  trading,  and (B) in  compliance  with  applicable  state
securities  or Blue  Sky  laws),  (ii)  printing  expenses  (including,  without
limitation,  expenses of printing certificates for Registrable Securities and of
printing prospectuses if the printing of prospectuses is reasonably requested by
the  holders  of a  majority  of  the  Registrable  Securities  included  in the
Registration Statement), (iii) messenger,  telephone and delivery expenses, (iv)
fees and  disbursements  of counsel  for the Company and for one (1) counsel for
the Holders who shall be Gusrae,  Kaplan,  Bruno & Nusbaum PLLC,  (v) Securities
Act liability insurance, if the Company so desires such insurance, and (vi) fees
and expenses of all other Persons retained by the Company in connection with the
consummation of the transactions contemplated by this Agreement.

      5. Indemnification

            (a)   Indemnification   by   the   Company.   The   Company   shall,
notwithstanding  any termination of this Agreement,  indemnify and hold harmless
each Holder, the officers,  directors, agents and employees of such Holder, each
Person  who  controls  such  Holder  (within  the  meaning  of Section 15 of the
Securities  Act or Section 20 of the Exchange Act) and the officers,  directors,
agents and  employees of each such  controlling  Person,  to the fullest  extent
permitted  by  applicable  law,  from and against  any and all  losses,  claims,
damages,   liabilities,   costs  (including,   without  limitation,   reasonable
attorneys'  fees) and expenses  relating to an  Indemnified  Party's  actions to
enforce the provisions of this Section 5) (collectively, "Losses"), as incurred,
to the  extent  arising  out of or  relating  to any  untrue or  alleged  untrue
statement  of a material  fact  contained  in the  Registration  Statement,  any
Prospectus or any form of  prospectus or in any amendment or supplement  thereto
or in any preliminary prospectus,  or arising out of or relating to any omission
or  alleged  omission  of a  material  fact  required  to be stated  therein  or
necessary to make the statements  therein (in the case of any Prospectus or form
of prospectus or supplement  thereto,  in light of the circumstances under which
they were made) not  misleading,  except to the extent,  but only to the extent,
that (1) such untrue  statements or omissions are based solely upon  information
regarding such Holder  furnished (or in the case of an omission,  not furnished)
in  writing  to the  Company by or on behalf of such  Holder  expressly  for use
therein,  or to the extent that such information  relates to such Holder or such
Holder's  proposed  method of  distribution  of  Registrable  Securities and was
reviewed and expressly  approved in writing by such Holder  expressly for use in
the Registration Statement, such Prospectus or such form of Prospectus or in any
amendment  or  supplement  thereto  (it being  understood  that the  Holder  has
approved Annex A hereto for this  purpose),  (2) in the case of an occurrence of
an event of the type specified in Section  3(c)(ii)-(v),  the use by such Holder
of an outdated or  defective  Prospectus  after the  Company has  notified  such
Holder in writing that the  Prospectus is outdated or defective and prior to the
receipt by such Holder of the Advice  contemplated  in Section  6(b), or (3) the
failure of the Holder to deliver a  prospectus  prior to the  confirmation  of a
sale,  if such  requirement  is at such time  required by law. The Company shall
notify the  Holders  promptly of the  institution,  threat or  assertion  of any
Proceeding  of which the Company is aware in  connection  with the  transactions
contemplated by this Agreement.

            (b) Indemnification by Holders. Each Holder shall indemnify and hold
harmless the Company, its directors, officers, agents and employees, each Person
who controls the Company (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange  Act),  and the  directors,  officers,  agents or
employees  of such  controlling  Persons,  to the fullest  extent  permitted  by
applicable law, from and against all Losses, as incurred, to the

<PAGE>

extent arising out of or based upon: (x) the Holder's failure to comply with the
prospectus  delivery  requirements  of the  Securities  Act or (y) any untrue or
alleged  untrue  statement  of a material  fact  contained  in any  Registration
Statement,  any  Prospectus,  or any form of prospectus,  or in any amendment or
supplement  thereto  or in any  preliminary  prospectus,  or  arising  out of or
relating to any omission or alleged  omission of a material  fact required to be
stated therein or necessary to make the statements therein not misleading (i) to
the extent,  but only to the extent,  that such untrue  statement or omission is
contained in any  information  so furnished (or in the case of an omission,  not
furnished) in writing by or on behalf of such Holder to the Company specifically
for inclusion in the  Registration  Statement or such  Prospectus or (ii) to the
extent  that (1) such  untrue  statements  or  omissions  are based  solely upon
information regarding such Holder furnished (or in the case of an omission,  not
furnished)  in writing to the Company by or on behalf of such  Holder  expressly
for use therein,  or to the extent that such information  relates to such Holder
or such Holder's proposed method of distribution of Registrable Securities, such
Prospectus or such form of Prospectus or in any amendment or supplement thereto,
or (2) in the case of an occurrence of an event of the type specified in Section
3(c)(ii)-(v),  the use by such  Holder of an outdated  or  defective  Prospectus
after the Company has  notified  such Holder in writing that the  Prospectus  is
outdated  or  defective  and prior to the  receipt by such  Holder of the Advice
contemplated  in  Section  6(b),  or (3) the  failure of the Holder to deliver a
Prospectus  prior to the  confirmation of a sale, if such requirement is at such
time  required  by law. In no event shall the  liability  of any selling  Holder
hereunder  be  greater  in amount  than the  dollar  amount of the net  proceeds
received by such Holder from the sale of the Registrable Securities sold by it.

            (c) Conduct of Indemnification  Proceedings. If any Proceeding shall
be brought or asserted  against any Person  entitled to indemnity  hereunder (an
"Indemnified  Party"),  such Indemnified  Party shall promptly notify the Person
from whom  indemnity is sought (the  "Indemnifying  Party") in writing,  and the
Indemnifying Party shall have the right to assume the defense thereof, including
the employment of counsel  reasonably  satisfactory to the Indemnified Party and
the  payment  of all fees and  expenses  incurred  in  connection  with  defense
thereof; provided, that the failure of any Indemnified Party to give such notice
shall not relieve  the  Indemnifying  Party of its  obligations  or  liabilities
pursuant to this  Agreement,  except (and only) to the extent that such  failure
shall have materially prejudiced the Indemnifying Party.

      An Indemnified  Party shall have the right to employ  separate  counsel in
any such Proceeding and to participate in the defense thereof,  but the fees and
expenses of such counsel  shall be at the expense of such  Indemnified  Party or
Parties  unless:  (1) the  Indemnifying  Party has agreed in writing to pay such
fees and  expenses;  (2) the  Indemnifying  Party shall have failed  promptly to
assume  the  defense  of  such  Proceeding  and  to  employ  counsel  reasonably
satisfactory to such Indemnified Party in any such Proceeding;  or (3) the named
parties to any such Proceeding  (including any impleaded  parties)  include both
such Indemnified  Party and the Indemnifying  Party, and such Indemnified  Party
shall have been  advised by counsel  that a conflict  of  interest  is likely to
exist if the same  counsel  were to  represent  such  Indemnified  Party and the
Indemnifying  Party (in which  case,  if such  Indemnified  Party  notifies  the
Indemnifying  Party in writing that it elects to employ separate  counsel at the
expense of the Indemnifying  Party,  the  Indemnifying  Party shall not have the
right to assume the defense  thereof and the reasonable fees and expenses of one
separate counsel for all Indemnified Parties in any matters related on a factual
basis shall be at the expense of the Indemnifying Party). The Indemnifying Party
shall not be liable for any settlement of any such Proceeding  affected  without
its written  consent,  which  consent  shall not be  unreasonably  withheld.  No
Indemnifying Party shall, without

<PAGE>

the prior written consent of the Indemnified Party, effect any settlement of any
pending Proceeding in respect of which any Indemnified Party is a party,  unless
such settlement includes an unconditional release of such Indemnified Party from
all liability on claims that are the subject matter of such Proceeding.

      All  reasonable  fees and  expenses of the  Indemnified  Party  (including
reasonable  fees  and  expenses  to  the  extent  incurred  in  connection  with
investigating   or  preparing  to  defend  such   Proceeding  in  a  manner  not
inconsistent  with this  Section)  shall be paid to the  Indemnified  Party,  as
incurred,  within  ten  (10)  Trading  Days of  written  notice  thereof  to the
Indemnifying  Party;  provided,   that  the  Indemnified  Party  shall  promptly
reimburse  the  Indemnifying  Party for that  portion of such fees and  expenses
applicable to such actions for which such  Indemnified  Party is not entitled to
indemnification  hereunder,  determined  based upon the  relative  faults of the
parties.

            (d) Contribution.  If a claim for indemnification under Section 5(a)
or Section  5(b) is  unavailable  to an  Indemnified  Party (by reason of public
policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such
Indemnified  Party,  shall  contribute  to the  amount  paid or  payable by such
Indemnified  Party  as a  result  of  such  Losses,  in  such  proportion  as is
appropriate  to  reflect  the  relative  fault  of the  Indemnifying  Party  and
Indemnified  Party in connection with the actions,  statements or omissions that
resulted in such Losses as well as any other relevant equitable  considerations.
The relative fault of such  Indemnifying  Party and  Indemnified  Party shall be
determined by reference to, among other things,  whether any action in question,
including any untrue or alleged untrue  statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to
information  supplied by, such Indemnifying  Party or Indemnified Party, and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent  such  action,  statement  or  omission.  The amount  paid or
payable by a party as a result of any Losses shall be deemed to include, subject
to the limitations set forth in Section 5(c), any reasonable attorneys' or other
reasonable  fees or  expenses  incurred  by such  party in  connection  with any
Proceeding to the extent such party would have been indemnified for such fees or
expenses if the  indemnification  provided for in this Section was  available to
such party in accordance with its terms.

      The  parties  hereto  agree  that it would  not be just and  equitable  if
contribution  pursuant  to  this  Section  5(d)  were  determined  by  pro  rata
allocation or by any other method of allocation  that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 5(d), no Holder shall be required
to contribute, in the aggregate, any amount in excess of the amount by which the
proceeds  actually  received  by such  Holder  from the sale of the  Registrable
Securities subject to the Proceeding exceeds the amount of any damages that such
Holder has  otherwise  been  required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission, except in the case of fraud by
such Holder.

      The indemnity and contribution agreements contained in this Section are in
addition  to any  liability  that  the  Indemnifying  Parties  may  have  to the
Indemnified Parties.

      6. Miscellaneous.

            (a) Compliance. Each Holder covenants and agrees that it will comply
with the prospectus delivery requirements of the Securities Act as applicable to
it  in  connection  with  sales  of  Registrable   Securities  pursuant  to  the
Registration Statement.

<PAGE>

            (b)  Amendments  and  Waivers.  The  provisions  of this  Agreement,
including  the  provisions  of this  sentence,  may not be amended,  modified or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given,  unless the same shall be in writing and signed by the Company
and the Holders of at least 60% of the then outstanding Registrable Securities.

            (c)  Notices.  Any  and  all  notices  or  other  communications  or
deliveries  required or permitted to be provided  hereunder  shall be in writing
and shall be deemed  given and  effective on the earliest of (i) the Trading Day
following  the  date of  mailing,  if sent by  nationally  recognized  overnight
courier service, or (ii) upon actual receipt by the party to whom such notice is
required to be given. The address for such notices and  communications  shall be
delivered and addressed as set forth in the Subscription Agreement.

            (d)  Successors  and  Assigns.  This  Agreement  shall  inure to the
benefit of and be binding upon the successors  and permitted  assigns of each of
the parties and shall inure to the benefit of each Holder.

            (e) Governing Law. This Agreement shall be governed by and construed
exclusively  in  accordance  with  the  internal  laws of the  State of New York
without regard to the conflicts of laws principles  thereof.  The parties hereto
hereby  irrevocably  agree that any suit or proceeding  arising  directly and/or
indirectly  pursuant  to or under this  Agreement,  shall be brought  solely and
exclusively in a federal or state court located in the City, County and State of
New York. By its execution  hereof,  the parties hereby covenant and irrevocably
submit to the in personam  jurisdiction  of the federal and state courts located
in the City, County and State of New York and agree that any process in any such
action  may be  served  upon any of them  personally,  or by  certified  mail or
registered  mail upon them or their agent,  return receipt  requested,  with the
same full force and effect as if  personally  served upon them in New York City.
The  parties  hereto  waive  any  claim  that  any  such  jurisdiction  is not a
convenient  forum for any such suit or proceeding  and any defense or lack of in
personam  jurisdiction with respect thereto.  In the event of any such action or
proceeding,  the party prevailing  therein shall be entitled to payment from the
other party hereto of its reasonable counsel fees and disbursements.

            (f) Severability. If any term, provision, covenant or restriction of
this  Agreement  is held by a court of  competent  jurisdiction  to be  invalid,
illegal,  void  or  unenforceable,  the  remainder  of  the  terms,  provisions,
covenants  and  restrictions  set forth  herein  shall  remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto  shall use their  commercially  reasonable  efforts to find and employ an
alternative  means to achieve the same or substantially  the same result as that
contemplated  by such term,  provision,  covenant or  restriction.  It is hereby
stipulated  and declared to be the intention of the parties that they would have
executed the remaining terms,  provisions,  covenants and  restrictions  without
including any of such that may be hereafter declared invalid,  illegal,  void or
unenforceable.

            (g) Headings.  The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

            (h)  Remedies.  In the  event of a  breach  by the  Company  or by a
Holder,  of any of their  obligations  under this Agreement,  each Holder or the
Company,  as the case may be, in  addition to being  entitled  to  exercise  all
rights granted by law and under this Agreement,  including  recovery of damages,
will be entitled to specific performance of its rights under this Agreement. The
Company and each Holder agrees that monetary damages would not provide

<PAGE>

adequate compensation for any losses incurred by reason of a breach by it of any
of the provisions of this Agreement and hereby further agrees that, in the event
of any action for specific performance in respect of such breach, it shall waive
the defense that a remedy at law would be adequate.



                            [Signature Page Follows]

<PAGE>

      IN WITNESS WHEREOF,  the undersigned has executed this Registration Rights
Agreement, on behalf of the Company as of the date first written above.

                                          SUNCREST GLOBAL ENERGY CORP.

                                          By:
                                             -----------------------
                                                   Name:
                                                   Title:

                                          LAIDLAW & CO. (UK) LTD.

                                          By:
                                             -----------------------
                                             Name:
                                             Title:

<PAGE>

                                   SCHEDULE 1

----------------------------------     -----------------------------------------
Name and Address of                    Amount of Registrable Securities Owned
Holders of Registrable Securities      by Holder as of closing of Share Exchange
----------------------------------     -----------------------------------------

<PAGE>

ANNEX A

                              Plan of Distribution

      The  selling  stockholders  and  any  of  their  pledgees,  assignees  and
successors-in-interest  may, from time to time,  sell any or all of their shares
of common stock on any stock exchange,  market or trading  facility on which the
shares  are traded or in private  transactions.  These  sales may be at fixed or
negotiated  prices.  The  selling  stockholders  may  use any one or more of the
following methods when selling shares:

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

      o     block  trades in which the  broker/dealer  will  attempt to sell the
            shares as agent but may  position  and resell a portion of the block
            as principal to facilitate the transaction;

      o     purchases  by  a  broker/dealer  as  principal  and  resale  by  the
            broker/dealer for its account;

      o     an  exchange  distribution  in  accordance  with  the  Rules  of the
            applicable exchange;

      o     privately negotiated transactions;

      o     broker/dealers  may agree with the  Selling  Stockholders  to sell a
            specified number of such shares at a stipulated price per share;

      o     a combination of any such methods of sale; and

      o     any other method permitted pursuant to applicable law.

      The selling  stockholders  may also sell  shares  under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

      Broker/dealers  engaged by the selling  stockholders may arrange for other
brokers/dealers to participate in sales.  Broker/dealers may receive commissions
from the selling  stockholders (or, if any  broker/dealer  acts as agent for the
purchaser  of shares,  from the  purchaser)  in amounts  to be  negotiated.  The
selling stockholders do not expect these commissions to exceed what is customary
in the types of transactions involved.

      The selling  stockholders may from time to time pledge or grant a security
interest in some or all of the shares of common stock owned by them and, if they
default in the performance of their secured obligations, the pledgees or secured
parties  may offer and sell the  shares of common  stock from time to time under
this  prospectus,  or under an amendment to this prospectus under Rule 424(b)(3)
or other applicable provision of the Securities Act of 1933 amending the list of
selling  stockholders to include the pledgee,  transferee or other successors in
interest as Selling Stockholders under this prospectus.

<PAGE>

      In connection with the sale of our common stock or interests therein,  the
selling  stockholders may enter into hedging transactions with broker-dealers or
other  financial  institutions,  which may in turn  engage in short sales of the
common stock in the course of hedging the  positions  they  assume.  The selling
stockholders  may also sell shares of our common  stock short and deliver  these
securities  to close out their  short  positions,  or loan or pledge  the common
stock to  broker-dealers  that in turn may sell these  securities.  The  selling
stockholders   may  also  enter   into   option  or  other   transactions   with
broker-dealers  or other  financial  institutions or the creation of one or more
derivative  securities which require the delivery to such broker-dealer or other
financial  institution of shares offered by this  prospectus,  which shares such
broker-dealer  or  other  financial  institution  may  resell  pursuant  to this
prospectus (as supplemented or amended to reflect such transaction).

      The aggregate  proceeds to the selling  stockholders  from the sale of the
common stock offered by them will be the purchase price of the common stock less
discounts or commissions,  if any. Each of the selling stockholders reserves the
right to accept and, together with their agents from time to time, to reject, in
whole or in part,  any proposed  purchase of common stock to be made directly or
through agents. We will not receive any of the proceeds from this offering. Upon
any  exercise of the warrants by payment of cash,  however,  we will receive the
exercise price of the warrants.

      The selling stockholders also may resell all or a portion of the shares in
open market  transactions  in reliance upon Rule 144 under the Securities Act of
1933,  provided that they meet the criteria and conform to the  requirements  of
that rule.

      The selling  stockholders and any  underwriters,  broker-dealers or agents
that  participate  in the sale of the common stock or  interests  therein may be
"underwriters"  within the meaning of Section 2(11) of the  Securities  Act. Any
discounts,  commissions,  concessions  or profit  they earn on any resale of the
shares may be underwriting  discounts and commissions  under the Securities Act.
Selling stockholders who are "underwriters"  within the meaning of Section 2(11)
of the Securities Act will be subject to the prospectus delivery requirements of
the Securities Act. If a selling stockholder is deemed to be an underwriter, the
selling stockholder may be subject to certain statutory  liabilities  including,
but not limited to Sections 11, 12 and 17 of the  Securities  Act and Rule 10b-5
under the Exchange Act. Selling  stockholders who are deemed underwriters within
the meaning of the  Securities  Act will be subject to the  prospectus  delivery
requirements  of the  Securities  Act.  The SEC staff is of a view that  selling
stockholders  who are  registered  broker-dealers  or  affiliates  of registered
broker-dealers may be underwriters under the Securities Act. We will not pay any
compensation  or  give  any  discounts  or  commissions  to any  underwriter  in
connection with the securities being offered by this prospectus.

      To the extent  required,  the shares of our common  stock to be sold,  the
names of the selling  stockholders,  the respective  purchase  prices and public
offering prices, the names of any agents, dealer or underwriter,  any applicable
commissions or discounts with respect to a particular offer will be set forth in
an  accompanying  prospectus  supplement or, if  appropriate,  a  post-effective
amendment to the registration statement that includes this prospectus.

      In order to comply with the securities laws of some states, if applicable,
the common stock may be sold in these  jurisdictions  only through registered or

<PAGE>

licensed  brokers or dealers.  In addition,  in some states the common stock may
not be sold unless it has been  registered or qualified for sale or an exemption
from  registration  or  qualification  requirements is available and is complied
with.

      We have advised the selling stockholders that the anti-manipulation  rules
of  Regulation  M under  the  Exchange  Act may  apply to sales of shares in the
market and to the activities of the selling  stockholders and their  affiliates.
In addition,  we will make copies of this  prospectus (as it may be supplemented
or amended  from time to time)  available  to the selling  stockholders  for the
purpose of satisfying the  prospectus  delivery  requirements  of the Securities
Act. The selling  stockholders may indemnify any broker-dealer that participates
in transactions  involving the sale of the shares against  certain  liabilities,
including liabilities arising under the Securities Act.

      We  are  required  to  pay  certain  fees  and  expenses  incident  to the
registration of the shares. We have agreed to indemnify the selling stockholders
against  liabilities,  including  liabilities under the Securities Act and state
securities  laws,  relating to the  registration  of the shares  offered by this
prospectus.

      We have  agreed  with the selling  stockholders  to keep the  registration
statement  of which  this  prospectus  constitutes  a part  effective  until the
earlier  (i) the date that is two (2) years  after the last day of the  calendar
month  following  the  month in which  the  effective  date of the  registration
statement  occurs,  (ii) the  date  when the  selling  stockholder  may sell all
securities  registered under the  registration  statement under Rule 144 without
volume  or  other   restrictions  or  limits  or  (iii)  the  date  the  selling
stockholders  no  longer  own  any  of  the  securities   registered  under  the
registration statement.

<PAGE>

                                    EXHIBIT A


                        SELLING STOCKHOLDER QUESTIONNAIRE

Ladies and Gentlemen:

      The undersigned  beneficial  owner of securities of Suncrest Global Energy
Corp., a Nevada  corporation  (the "Company")  understands  that the Company has
filed or  intends  to file with the  Securities  and  Exchange  Commission  (the
"Commission")  a  registration  statement  on Form  S-1,  Form  SB-2  (or  other
applicable form) (the "Registration  Statement") for the registration and resale
under Rule 415 of the Securities  Act of 1933, as amended  certain shares of the
Company's  common stock (the  "Registrable  Securities")  in accordance with the
terms of the  Registration  Rights  Agreement,  dated  December 20, 2007, by and
between the Company and Laidlaw & Company (UK) Ltd. (the "Placement Agent").

      I  understand  that I will be named as a selling  stockholder  (a "Selling
Stockholder")  in the  prospectus  (the  "Prospectus")  that forms a part of the
Registration  Statement  and that the Company  will use the  information  that I
provide  in this  Questionnaire  to  ensure  the  accuracy  of the  Registration
Statement and the Prospectus.

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

      The undersigned  hereby provides the following  information to the Company
and represents and warrants that such information is accurate:

--------------------------------------------------------------------------------
                          Please answer every question.
  If the answer to any question is "NONE" or "NOT APPLICABLE," please so state.
                       Please Type or Print all Responses
--------------------------------------------------------------------------------

1.    Name.

(a)   Full legal name of Selling  Stockholder exactly as it should appear in the
      Registration Statement:

      --------------------------------------------------------------------------

(b)   Full legal name of registered holder (if not the same as (a) above through
      which the Registrable Securities listed in Item 6 are held:

      --------------------------------------------------------------------------

<PAGE>

(c)   For Selling Stockholders that are not natural persons,  full legal name of
      natural  person who directly or indirectly  alone or with others has power
      to vote or dispose of the securities covered by this Questionnaire:

      --------------------------------------------------------------------------

2.    Manner of Ownership of Registrable Securities:

      Individual _______  Community Property ________  Tenants in Common ______

      Joint Tenants with Rights of Survivorship ________  Corporate ________

      Partnership ______  Trust ________   Other ___________________________

3.    Contact Information for Notices to Selling Stockholder.

      Provide the address,  telephone number, fax number and email address where
      you can be reached during business hours.

      Address:
              ------------------------------------------------------------------


              ------------------------------------------------------------------

      Phone:
              ------------------------------------------------------------------

      Fax:
              ------------------------------------------------------------------

      Email:
              ------------------------------------------------------------------

4.    Relationship with the Company. Describe the nature of any position, office
      or other  material  relationship  you have had with the Company during the
      past three years.

      --------------------------------------------------------------------------


      --------------------------------------------------------------------------

<PAGE>

5.    Organizational Structure.  Please indicate or (if applicable) describe how
      you are organized.

      (a)  Are you a natural person?                                Yes     No
           (if so, please mark the box and go to Question 6)

      (b)  Are you a reporting company under the 1934 Act?          Yes     No
           (if so, please mark the box and go to Question 6)

      (c)  Are you a majority-owned subsidiary of a reporting
           company under the 1934 Act?                              Yes     No
           (if so, please mark the box and go to Question 6)

      (d)  Are you a registered investment fund under the 1940 Act? Yes     No
           (if so, please mark the box and go to Question 6)

If you have answered "no" to all of the foregoing  questions,  please  describe:
(i) the exact legal description of your entity (e.g., corporation,  partnership,
limited liability company,  etc.); (ii) whether the legal entity so described is
managed by another entity and the exact legal description of such entity (repeat
this step until the last  entity  described  is managed by a person or  persons,
each of whom is described in any one of (a) through (d) above),  (iii) the names
of each  person  or  persons  having  voting  and  investment  control  over the
Registrable  Securities  that  the  entity  owns  (e.g.,  director(s),   general
partner(s), managing member(s), etc.).

Legal Description of Entity:
                            ----------------------------------------------------

Name of Entity(ies) Managing Such Entity (if any):
                                                  ------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

Name of Entity(ies) Managing such Entity(ies) (if any):
                                                       -------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

Name(s) of Natural Persons Having Voting or Investment
Control Over the Shares Held by such Entity(ies):
                                                 -------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

<PAGE>

6.    Ownership of Registrable Securities.  This question covers your beneficial
      ownership of Registrable  Securities as of the date this  Questionnaire is
      signed. Please consult Appendix A to this Questionnaire for information as
      to the meaning of "beneficial ownership."

      (a)   State the number of shares of the Company's  Registrable  Securities
            that you beneficially own:

            --------------------------------------------------------------------

      (b)   State the number of Registrable  Securities  that you have the right
            to acquire  under any  Warrants,  Options or other  rights,  or upon
            conversion of any security convertible into Registrable  Securities.
            Please list each Warrant,  Option,  right,  or convertible  security
            separately below (attach additional sheets if necessary):

--------------------------------------------------------------------------------
                     Number of
                    Shares which
  Option, Warrant,     May be
      Right, or     Acquired on      Exercise or     Date First
     Convertible    Exercise or      Conversion    Exercisable or    Termination
      Security       Conversion         Price        Convertible         Date
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


      (c)   State the number of shares of Registrable Securities proposed to be
            sold under the Registration Statement (including shares of
            Registrable Securities underlying Warrants and Options, rights or
            convertible securities):

            --------------------------------------------------------------------

      (d)   Have you agreed to act in concert with any other persons or
            affiliates of the Company for the purpose of selling the Registrable
            Securities?

            Yes _____      No _____

            If "Yes," give full details.

            --------------------------------------------------------------------

            --------------------------------------------------------------------

<PAGE>

7.    Acquisition of Registrable Securities. Please describe below the manner in
      which you acquired your Registrable Securities including,  but not limited
      to, the date,  the name and address of the  seller(s),  the purchase price
      and pursuant to which documents.

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

8.    Plan of Distribution.  I have reviewed the proposed "Plan of Distribution"
      attached  hereto  as Annex  A, and  agree  that the  statements  contained
      therein reflect my intended  method(s) of  distribution  or, to the extent
      these  statements are  inaccurate or  incomplete,  I have attached to this
      Questionnaire any changes to the proposed "Plan of Distribution"  that are
      required to make these statements accurate and complete. (Please check the
      box if you have made any changes to Annex A)

9.    Reliance on Responses.  I  acknowledge  and agree that the Company and its
      legal  counsel  shall  be  entitled  to  rely  on  my  responses  in  this
      Questionnaire in all matters pertaining to the Registration  Statement and
      the sale of any shares of Registrable  Securities of the Company  pursuant
      to the Registration Statement.

10.   BROKER-DEALER  STATUS. The Commission may request,  in connection with its
      review of the  Registration  Statement  and  Prospectus  that the  Company
      inform them of the names of all Selling  Stockholders  that are members of
      the National  Association  of Securities  Dealers,  Inc.  ("NASD")  and/or
      affiliates or  associated  persons of members of the NASD. In order to aid
      the Company in responding to such request, please state whether:

      (a)  You or any of your affiliates or any members
           of your Immediate Family are a Member of the NASD......     Yes   No

      (b)  You or any of your affiliates or any members
           of your Immediate Family are a Person Associated
           with a Member of the NASD..............................     Yes   No

      (c)  You or any of your affiliates or any members of your
           Immediate Family are an affiliate of a Member of the
           NASD...................................................     Yes   No

      (d)  You or any of your affiliates own stock or other
           securities of any Member of the NASD or an
           affiliate of a Member of the NASD......................     Yes   No

      (e)  You or any of your affiliates have made a
           subordinated loan to any Member of the NASD............     Yes   No

      If you marked "Yes" to any of the  questions  above,  please  complete the
      following:

      (a)  Please  briefly  describe  the facts  below,  giving the names of the
      Members of the NASD to which your answer refers  (including,  for example,
      percentage of ownership,

<PAGE>

      amount  of  loan  and  interest  payable,   applicable  dates,   names  of
      affiliates, immediate family, etc.).

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      (b) Did you  receive  your  Registrable  Securities  as  compensation  for
      investment banking services to the Company?

            Yes _____         No _____

      Note: If the answer to the forgoing is "No",  the  Commission's  staff has
      indicated  that  Selling  Stockholders  who are  broker-dealers  or  their
      affiliates  should  be  identified  as  underwriters  in the  Registration
      Statement.

      (c) If you are an  affiliate of a  broker-dealer,  do you certify that you
      purchased the  Registrable  Securities in the ordinary course of business,
      and at the  time  of the  purchase  of the  Registrable  Securities  to be
      resold, you had no agreements or  understandings,  directly or indirectly,
      with any person to distribute the Registrable Securities?

            Yes _____         No _____

      Note: If the answer to the foregoing is "No", the  Commission's  staff has
      indicated  that  the  Selling  Stockholder  should  be  identified  as  an
      underwriter in the Registration Statement.

      Please  acknowledge that your answers to the foregoing  questions are true
and  correct to the best of your  information  and belief by signing  and dating
this Questionnaire  where indicated below.  Please return the completed executed
Questionnaire to the undersigned by [___________].

<PAGE>

      If at  any  time  you  discover  that  your  answer  to any  question  was
inaccurate, or if any event occurring after your completion hereof would require
a  change  in  your  answer  to  any  questions,   please  immediately   contact
[______________].

Date:
     -----------------------         -------------------------------------------
                                          (Print name of selling stockholder)

                                     By:
                                        ----------------------------------------
                                                        (Signature)

                                     Name:
                                           -------------------------------------
                                                        (Print name)

                                     Title:
                                           -------------------------------------

<PAGE>

                                   APPENDIX A

1.    Definition of "Beneficial Ownership"

      (a)   A "Beneficial Owner" of a security includes any person who, directly
            or  indirectly,  through any contract,  arrangement,  understanding,
            relationship or otherwise has or shares:

            (1)   Voting power which  includes  the power to vote,  or to direct
                  the voting of, such security; and/or

            (2)   Investment  power  which  includes  the power to  dispose,  or
                  direct the disposition of, such security.

                  Please note that either voting power or investment  power,  or
                  both, is sufficient  for you to be considered  the  beneficial
                  owner of shares.

      (b)   Any person  who,  directly or  indirectly,  creates or uses a trust,
            proxy, power of attorney, pooling arrangement or any other contract,
            arrangement  or device with the purpose or effect of divesting  such
            person of  beneficial  ownership  of a security  or  preventing  the
            vesting of such beneficial  ownership as part of a plan or scheme to
            evade the  reporting  requirements  of the federal  securities  acts
            shall be deemed to be the beneficial owner of such security.

      (c)   Notwithstanding  the provisions of paragraph (a), a person is deemed
            to be the "beneficial  owner" of a security,  if that person has the
            right to acquire  beneficial  ownership of such  security  within 60
            days, including but not limited to any right to acquire: (A) through
            the  exercise  of any  option,  warrant or right;  (B)  through  the
            conversion  of a  security;  (C)  pursuant  to the power to revoke a
            trust, discretionary account or similar arrangement; or (D) pursuant
            to the automatic  termination of a trust,  discretionary  account or
            similar  arrangement;  provided,  however, any person who acquires a
            security or power  specified  in  paragraphs  (A), (B) or (C) above,
            with the purpose or effect of changing or influencing the control of
            the  issuer,  or in  connection  with  or as a  participant  in  any
            transaction  having such  purpose or effect,  immediately  upon such
            acquisition  shall  be  deemed  to be the  beneficial  owner  of the
            securities  which may be acquired through the exercise or conversion
            of such security or power.