**Exhibit 10.3**THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF1933, AS AMENDED (THE “1933 ACT), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, ORIN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE, TRANSFER OR DISTRIBUTION MAYBEEFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN AFORM AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE1933 ACT.**CONVERTIBLE PROMISSORY NOTE**   $                                                              , 2006     For value received, Teknik Digital Arts, Inc., a Nevada corporation (the “Company”),promises to pay to                                         (the “Holder”), the principal sum of                                         Dollars ($                    .00). Interest shall accrue from the date of thisNote on the unpaid principal amount at a rate equal to Eight percent (8%) per annum. This Note isissued pursuant to that certain Convertible Promissory Note Purchase Agreement of even dateherewith (the “Note Purchase Agreement”). This Note is subject to the following terms andconditions.     **1. ****Maturity.** Unless converted as provided in Section 2, this Note will automaticallymature and be due and payable on June 1, 2008 (the “Maturity Date”). Subject to Section 2below, interest shall accrue on this Note but shall not be due and payable until the Maturity Datewith all accrued and unpaid interest payable in shares of the Company’s common stock at theconversion price set forth below. Notwithstanding the foregoing, the entire unpaid principal sum ofthis Note, together with accrued and unpaid interest thereon, shall become immediately due andpayable upon the insolvency of the Company, the commission of any act of bankruptcy by the Company,the execution by the Company of a general assignment for the benefit of creditors, the filing by oragainst the Company of a petition in bankruptcy or any petition for relief under the federalbankruptcy act or the continuation of such petition without dismissal for a period of ninety (90)days or more, or the appointment of a receiver or trustee to take possession of the property orassets of the Company.     **2. ****Conversion.**          **(a)****Investment by the Holder****.**The lesser of (i) the entire principal amount of and (atHolder’s option) accrued interest on this Note, or (ii) $30,000 increments of principal, may beconverted by the Holder at any time into shares of the Company’s common stock, par value $.001 pershare (the “Common Stock”), at a purchase price per share of $.75 (the “ConversionPrice”), subject to adjustment. The number of shares of Common Stock to be
 

 
issued upon such conversion shall be equal to the quotient obtained by dividing (i) the entireprincipal amount of this Note plus (if applicable) accrued interest by (ii) $.75, the price pershare of the Common Stock, rounded to the nearest whole share, and the issuance of such shares uponsuch conversion shall be upon the terms and subject to the conditions set forth herein and in theNote Purchase Agreement.          **(b)****Mechanics and Effect of Conversion****.**No fractional shares of the Company’s capitalstock will be issued upon conversion of this Note. In lieu of any fractional share to which theHolder would otherwise be entitled, the Company will pay to the Holder in cash the amount of theunconverted principal and interest balance of this Note that would otherwise be converted into suchfractional share. Upon conversion of this Note pursuant to this Section 2, the Holder shallsurrender this Note, duly endorsed, at the principal offices of the Company or any transfer agentof the Company. At its expense, the Company will, as soon as practicable thereafter, issue anddeliver to such Holder, at such principal office, a certificate or certificates for the number ofshares to which such Holder is entitled upon such conversion, together with any other securitiesand property to which the Holder is entitled upon such conversion under the terms of this Note,including a check payable to the Holder for any cash amounts payable as described herein. Uponconversion of this Note, the Company will be forever released from all of its obligations andliabilities under this Note with regard to that portion of the principal amount and accruedinterest being converted including without limitation the obligation to pay such portion of theprincipal amount and accrued interest.          **(c)****Payment of Interest.** Upon conversion of the principal amount of this Note intoshares of the Company’s capital stock, any interest accrued on this Note that is not by reason ofSection 2(a) hereof simultaneously converted into Common Stock shall be immediately paid to theHolder.     **3. ****Adjustment to Conversion Price.** If at any time subsequent to the date hereof theCompany issues additional shares of Common Stock, or other stock convertible into or exchangeablefor Common Stock (“Additional Common Stock”) for a price per share that is less than theConversion Price in effect immediately prior to the time of such issuance or sale, then upon suchissuance or sale the Conversion Price in effect immediately prior to such issuance for which thisNote is convertible to Common Stock will be automatically adjusted to such lower per share price.No adjustment shall occur with respect to the issuance of Common Stock pursuant to any securitiesof the Company outstanding as of the date of this Note or pursuant to any options granted to theCompany’s employees, officers or directors, whether or not such options are existing as of the dateof this Note or granted thereafter. In no event shall the Conversion Price be increased above $.75per share.     **4. ****Adjustment to Exercise Price****.**The Exercise Price shall be adjusted to equal (i) theConversion Price for which this Note is exercisable prior to the adjustment; (ii) multiplied by afraction, (x) the numerator of which is the sum of the number of shares of Common Stock outstandingimmediately prior to the issue or sale plus the number of shares of Common Stock
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which the aggregate consideration, if any, received by the Company upon the issue or sale ofsuch Additional Common Stock would purchase at the then-current Conversion Price, and (y) thedenominator of which is the number of shares of Common Stock outstanding immediately prior to theissue or sale plus the number of shares of Additional Common Stock issued.     **5. ****Payment****.**All payments shall be made in lawful money of the United States of Americaat such place as the Company may from time to time designate in writing to the Holder hereof.Payment shall be credited first to the accrued interest then due and payable and the remainderapplied to principal. Prepayment of this Note may be made at any time without penalty.     **6. ****Transfer; Successors and Assigns****.**The terms and conditions of this Note shall inureto the benefit of and be binding upon the respective successors and assigns of the parties.Notwithstanding the foregoing, the Holder may not assign, pledge, or otherwise transfer this Notewithout the prior written consent of the Company, except for transfers to affiliates of Holder,which shall agree in writing to be bound by the terms of this Note and the Note Purchase Agreement.The Company may withhold its consent in its sole and absolute discretion. Subject to the precedingsentence, this Note may be transferred only upon surrender of the original Note for registration oftransfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in formsatisfactory to the Company. Thereupon, a new note for the same principal amount and interest willbe issued to, and registered in the name of, the transferee. Interest and principal are payableonly to the registered holder of this Note.     **7. ****Governing Law.** This Note and all acts and transactions pursuant hereto and therights and obligations of the parties hereto shall be governed, construed and interpreted inaccordance with the laws of the State of Arizona, without giving effect to principles of conflictsof law.     **8. ****Notices****.**Any notice required or permitted by this Note shall be in writing andshall be deemed sufficient upon delivery, when delivered personally or by a nationally-recognizeddelivery service (such as Federal Express or UPS), or forty-eight (48) hours after being depositedin the U.S. mail, as certified or registered mail, with postage prepaid, addressed to the party tobe notified at such party’s address as set forth below or as subsequently modified by writtennotice.     **9. ****Amendments and Waivers****.**Any term of this Note may be amended only with the writtenconsent of the Company and the Holder. Any amendment or waiver effected in accordance with thisSection 8 shall be binding upon the Company, the Holder and each transferee of the Note.     **10. ****Action to Collect on Note.** If action is instituted to collect on this Note, theCompany promises to pay all costs and expenses, including reasonable attorney’s fees, incurred inconnection with such action.
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           **COMPANY:**             **TEKNIK DIGITAL ARTS, INC.**           By:                    Name:                    Title:                    Address:                              **AGREED TO AND ACCEPTED:**       **HOLDER:**                 Name:              Address:         
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**REGISTRATION RIGHTS AGREEMENT**     THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as ofthis ___day of ,2006 by and among **Teknik Digital Arts, Inc.,**a corporation incorporated under thelaws of the State of Nevada (the “Company”), and the investors listed on **Exhibit A**attached to thisAgreement (each an “Investor” and collectively, the “Investors”).     The parties hereby agree as follows:     **1. ****Certain Definitions****.**     As used in this Agreement, the following terms shall have the following meanings:     “Affiliate” means, with respect to any person, any other person which directly orindirectly controls, is controlled by, or is under common control with, such person.     “Business Day” means a day, other than a Saturday or Sunday, on which banks in NewYork City are open for the general transaction of business.     “Common Stock” means the Company’s common stock, $.001 par value per share, and anysecurities into which such shares may hereinafter be reclassified.     “Convertible Notes” means the Company’s Convertible Promissory Notes dated                     in the aggregate principal amount of US $                    bearing interest at 8%per annum payable two years from date of issuance.     “Investor” means each investors listed on **Exhibit A** attached to this Agreementthat have lent, in the aggregate, $                     (US) pursuant the Convertible Notes, andany Affiliate or permitted transferee or transferees of the Investor who is a subsequent holder ofany Registrable Securities.     “Prospectus” means the prospectus included in any Registration Statement, as amendedor supplemented by any prospectus supplement, with respect to the terms of the offering of anyportion of the Registrable Securities covered by such Registration Statement and by all otheramendments and supplements to the prospectus, including post-effective amendments and all materialincorporated by reference in such prospectus.     “Register,” “registered” and “registration” refer to a registrationmade by preparing and filing a Registration Statement in compliance with the 1933 Act (as definedbelow), and the declaration or ordering of effectiveness of such Registration Statement ordocument.     “Registrable Securities” or “Registrable Security” means the Shares, any othersecurities issued or issuable with respect to or in exchange for Registrable Securities; provided,that, a security shall cease to he a Registrable Security upon (A) sale pursuant to a RegistrationStatement or Rule 144 under the 1933 Act, or (B) such security becoming eligible, and the Company’sconfirming such eligibility in writing, for sale by the Investor pursuant to Rule 144(k).     “Registration Statement” means any registration statement of the Company filed underthe 1933 Act that covers the resale of any of the Registrable Securities pursuant to the provisionsof this Agreement, amendments and supplements to such Registration Statement, includingpost-effective amendments, all exhibits and all material incorporated by reference in suchRegistration Statement.
 

 
     “Required Investors” means the Investor and others who are affiliates and permittedtransferees of the Investor holding a majority of the Registrable Securities.     “SEC” means the U.S. Securities and Exchange Commission.     “Shares” means the shares of Common Stock issued upon conversion of and pursuant tothe Convertible Notes.     “1933 Act” means the Securities Act of 1933, as amended, and the rules and regulationspromulgated thereunder.     “1934 Act” means the Securities Exchange Act of I 934, as amended, and the rules andregulations promulgated thereunder.     **2. ****Registration.**     **(a) ****Registration Statements****.**          **(i)****Registration Statement on Form SB-1** Promptly following the closing of thepurchase and sale of the Convertible Notes (the “Closing Date”) but no later than ninety (90) daysafter the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC oneRegistration Statement on Form SB- I (or on such form of registration statement as is thenavailable to effect a registration for resale of the Registrable Securities), covering the sale ofthe Registrable Securities on their issuance in an amount at least equal to the number of Sharesthat the Company may issue at the current conversion price of $0.75 per Share. Such RegistrationStatement shall include the plan of distribution attached hereto as **Exhibit B.** SuchRegistration Statement also shall cover, to the extent allowable under the 1933 Act and the rulespromulgated thereunder (including Rule 416), such indeterminate number of additional shares ofCommon Stock resulting from stock splits, stock dividends or similar transactions with respect tothe Registrable Securities. The Company shall use its reasonable best efforts to obtain from eachperson who now has piggyback registration rights a waiver of those rights with respect to theRegistration Statement. If a Registration Statement covering the Registrable Securities is notfiled with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments toeach Investor, as liquidated damages and not as a penalty, in an amount equal to 1.00% of theaggregate amount invested by such Investor for each 30-day period or pro rata for any portionthereof following the Filing Deadline for which no Registration Statement is filed with respect tothe Registrable Securities. Such payments shall be made to each Investor in cash. Notwithstandingthe foregoing, such payments shall not constitute the Investor’s exclusive remedy.          **(ii)****Registration Statement on Form SB-3****.**Promptly following the date (the“Qualification Date”) upon which the Company becomes eligible to use a Registration Statement onForm SB-3 to register the Registrable Securities or Additional Shares, as applicable, for resale,but in no event more than sixty (60) days after the Qualification Date (the “QualificationDeadline”), the Company shall file a registration statement on Form SB-3 covering the RegistrableSecurities (or a post-effective amendment on Form S-3 to the registration statement on Form SB-I)(a “Shelf Registration Statement”) and shall use commercially reasonable efforts to cause suchShelf Registration Statement to be declared effective as promptly as practicable thereafter.          
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     **(b) ****Expenses.** The Company will pay all expenses associated with eachregistration, including filing and printing fees, the Company’s counsel and accounting fees andexpenses, costs associated with clearing the Registrable Securities for sale under applicable statesecurities laws, listing fees, and the Investors’ reasonable expenses in connection with theregistration, but excluding the Investors’ legal fees, discounts, commissions, fees ofunderwriters, selling brokers, dealer managers or similar securities industry professionals withrespect to the Registrable Securities being sold.     **(c) ****Effectiveness.**          **(i)**The Company shall use commercially reasonable efforts to have the Registration Statementdeclared effective as soon as practicable. The Company shall notify the Investors by facsimile ore-mail as promptly as practicable, and in any event, within forty-eight (48) hours, after anyRegistration Statement is declared effective and shall simultaneously provide the Investors withcopies of any related Prospectus to be used in connection with the sale or other disposition of thesecurities covered thereby. If (A)(x) a Registration Statement covering the Registrable Securitiesis not declared effective by the SEC prior to the earlier of (i) five (5) Business Days after theSEC shall have informed the Company that no review of the Registration Statement will be made or(ii) the 120’” day after the Closing Date or (B) after a Registration Statement has been declaredeffective by the SEC, sales of Shares cannot be made pursuant to such Registration Statement forany reason (including without limitation by reason of a stop order, or the Company’s failure toupdate the Registration Statement), but excluding the inability of any Investor to sell theRegistrable Securities covered thereby due to market conditions and except as excused pursuant tosubparagraph (ii) below, then the Company will make pro rata payments to each Investor, asliquidated damages and not as a penalty, in an amount equal to 1.00% of the aggregate amountinvested by such Investor for each 30-day period or pro rata for any portion thereof following thedate by which such Registration Statement should have been effective (the “Blackout Period”). Theamounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three(3) Business Days of the last day of each month following the commencement of the Blackout Perioduntil the termination of the Blackout Period. Such payments shall be made to each Investor in cash.Notwithstanding the foregoing, such payments shall not constitute the Investor’s exclusive remedy.          **(ii)**For not more than twenty (20) consecutive days or for a total of not more thanforty-five (45) days in any twelve (12) month period, the Company may delay the disclosure ofmaterial non-public information concerning the Company, by suspending the use of any Prospectusincluded in any registration contemplated by this Section containing such information, thedisclosure of which at the time is not, in the good faith opinion of the Company, in the bestinterests of the Company (an “Allowed Delay”); provided, that the Company shall promptly (a) notifythe Investors in writing of the existence of (but in no event, without the prior written consent ofan Investor, shall the Company disclose to such Investor any of the facts or circumstancesregarding) material non-public information giving rise to an Allowed Delay, (b) advise theInvestors in writing to cease all sales under the Registration Statement until the end of theAllowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptlyas practicable.     **3. ****Company Obligations****.**The Company will use commercially reasonable efforts to effectthe registration of the Registrable Securities in accordance with the terms hereof, and pursuantthereto the Company will, as expeditiously as possible:          **(a)**Use commercially reasonable efforts to cause such Registration Statement to becomeeffective and to remain continuously effective for a period that will terminate upon the earlier of(i) the date on which all Registrable Securities covered by such Registration Statement as amendedfrom time to time, have been sold, and (ii) the date on which all Registrable Securities covered bysuch Registration          
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Statement may he sold pursuant to Rule 144(k) (the “Effectiveness Period”) and advise theInvestors in writing when the Effectiveness Period has expired;     **(b) **Prepare and file with the SEC such amendments and post-effective amendments to theRegistration Statement and the Prospectus as may be necessary to keep the Registration Statementeffective for the period specified in Section 3(a) and to comply with the provisions of the 1933Act and the 1934 Act with respect to the distribution of all of the Registrable Securities coveredthereby;     **(c) **Provide copies to and permit counsel designated by the Investors to review eachRegistration Statement and all amendments and supplements thereto prior to their filing with theSEC;     **(d) **Furnish to the Investors’ legal counsel (i) promptly after the same is prepared andpublicly distributed, filed with the SEC, or received by the Company (but not later than two (2)Business Days after the filing date, receipt date or sending date, as the case may be) one (I) copyof any Registration Statement and any amendment thereto, each preliminary prospectus and Prospectusand each amendment or supplement thereto, and each letter written by or on behalf of the Company tothe SEC or the staff of the SEC. and each item of correspondence from the SEC or the staff of theSEC, in each case relating to such Registration Statement (other than any portion of any thereofwhich contains information for which the Company has sought confidential treatment), and (ii) suchnumber of copies of a Prospectus, including a preliminary prospectus, and all amendments andsupplements thereto and such other documents as each Investor may reasonably request in order tofacilitate the disposition of the Registrable Securities owned by such Investor that are covered bythe related Registration Statement;     **(e) **Use commercially reasonable efforts to (i) prevent the issuance of any stop order or othersuspension of effectiveness and, (ii) if such order is issued, obtain the withdrawal of any suchorder at the earliest possible moment;     **(f) **Prior to any public offering of Registrable Securities, use commercially reasonableefforts to register or qualify or cooperate with the Investors and their counsel in connection withthe registration or qualification of such Registrable Securities for offer and sale under thesecurities or blue sky laws of such jurisdictions requested by the Investors and do any and allother commercially reasonable acts or things necessary or advisable to enable the distribution insuch jurisdictions of the Registrable Securities covered by the Registration Statement; provided,however, that the Company shall not be required in connection therewith or as a condition theretoto (i) qualify to do business in any jurisdiction where it would not otherwise be required toqualify but for this Section *3(t),*(ii) subject itself to general taxation in any jurisdictionwhere it would not otherwise be so subject but for this Section *3(t),*or (iii) file a generalconsent to service of process in any such jurisdiction;     **(g) **Use commercially reasonable efforts to cause all Registrable Securities covered by aRegistration Statement to be listed on each securities exchange, interdealer quotation system orother market on which similar securities issued by the Company are then listed;     **(h) **Immediately notify the Investors, at any time when a Prospectus relating to RegistrableSecurities is required to be delivered under the 1933 Act, upon discovery that, or upon thehappening of any event as a result of which, the Prospectus included in a Registration Statement,as then in effect, includes an untrue statement of a material fact or omits to state any materialfact required to be stated therein or necessary to make the statements therein not misleading inlight of the circumstances then existing, and at the request of any such holder, promptly prepareand furnish to such holder a reasonable number of copies of a supplement to or an amendment of suchProspectus as may be necessary so that, as thereafter delivered to the purchasers of suchRegistrable Securities, such Prospectus shall not
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include an untrue statement of a material fact or omit to state a material fact required to bestated therein or necessary to make the statements therein not misleading in light of thecircumstances then existing;     **(i) **Otherwise use commercially reasonable efforts to comply with all applicable rules andregulations of the SEC under the 1933 Act and the 1934 Act, take such other actions as may hereasonably necessary to facilitate the registration of the Registrable Securities hereunder; andmake available to its security holders, as soon as reasonably practicable, but not later than theAvailability Date (as defined below), an earnings statement covering a period of at least twelve(12) months, beginning after the effective date of each Registration Statement, which earningsstatement shall satisfy the provisions of Section II(a) of the 1933 Act, including Rule 158promulgated thereunder (for the purpose of this subsection 3(i), “Availability Date” means the 45thday following the end of the fourth fiscal quarter that includes the effective date of suchRegistration Statement, except that, if such fourth fiscal quarter is the last quarter of theCompany’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscalquarter); and     **(j) **With a view to making available to the Investors the benefits of Rule 144 (or itssuccessor rule) and any other rule or regulation of the SEC that may at any time permit theInvestors to sell shares of Common Stock to the public without registration, the Company covenantsand agrees to: (i) make and keep public information available, as those terms are understood anddefined in Rule 144, until the earlier of (A) six months after such date as all of the RegistrableSecurities may be resold pursuant to Rule 144(k) or any other rule of similar effect or (B) suchdate as all of the Registrable Securities shall have been resold; (ii) file with the SEC in atimely manner all reports and other documents required of the Company under the 1934 Act; and (iii)furnish to each Investor upon request, as long as such Investor owns any Registrable Securities,(A) a written statement by the Company that it has complied withthe reporting requirements of the 1934 Act, (B) a copy of the Company’s most recent Annual Report on Form IO-KSB or Quarterly Reporton Form IO-QSB, and (C) such other information as may be reasonably requested in order to availsuch Investor of any rule or regulation of the SEC that permits the selling of any such RegistrableSecurities without registration.     **4. ****Due Diligence Review; Information****.**The Company shall make available, during normalbusiness hours, for inspection and review by the Investors, advisors to and representatives of theInvestors (who mayor may not be affiliated with the Investors and who are reasonably acceptable tothe Company), all financial and other records, all SEC Filings (as defined in the ConvertibleNotes) and other filings with the SEC, and all other corporate documents and properties of theCompany as may be reasonably necessary for the purpose of such review, and cause the Company’sofficers, directors and employees, within a reasonable time period, to supply all such informationreasonably requested by the Investors or any such representative, advisor or underwriter inconnection with such Registration Statement (including, without limitation, in response to allquestions and other inquiries reasonably made or submitted by any of them), prior to and from timeto time after the filing and effectiveness of the Registration Statement for the sole purpose ofenabling the Investors and such representatives, advisors and underwriters and their respectiveaccountants and attorneys to conduct initial and ongoing due diligence with respect to the Companyand the accuracy of such Registration Statement.     The Company shall not disclose material nonpublic information to the Investors, or to advisorsto or representatives of the Investors, unless prior to disclosure of such information the Companyidentifies such information as being material nonpublic information and provides the Investors,such advisors and representatives with the opportunity to accept or refuse to accept such materialnonpublic information for review and any Investor wishing to obtain such information enters into anappropriate confidentiality agreement with the Company with respect thereto.
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     **5. ****Obligations of the Investors****.**          **(a)**Each Investor shall furnish in writing to the Company such information regarding itself,the Registrable Securities held by it and the intended method of disposition of the RegistrableSecurities held by it, as shall be reasonably required to effect the registration of suchRegistrable Securities and shall execute such documents in connection with such registration as theCompany may reasonably request. At least five (5) Business Days prior to the first anticipatedfiling date of any Registration Statement, the Company shall notify each Investor of theinformation the Company requires from such Investor if such Investor elects to have any of theRegistrable Securities included in the Registration Statement. An Investor shall provide suchinformation to the Company at least two (2) Business Days prior to the first anticipated filingdate of such Registration Statement if such Investor elects to have any of the RegistrableSecurities included in the Registration Statement.          **(b)**Each Investor, by its acceptance of the Registrable Securities agrees to cooperate withthe Company as reasonably requested by the Company in connection with the preparation and filing ofa Registration Statement hereunder, unless such Investor has notified the Company in writing of itselection to exclude all of its Registrable Securities from such Registration Statement.          **(c)**Each Investor agrees that, upon receipt of any notice from the Company of either (i) thecommencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an eventpursuant to Section 3(h) hereof, such Investor will immediately discontinue disposition ofRegistrable Securities pursuant to the Registration Statement covering such Registrable Securities,until the Investor’s receipt of the copies of the supplemented or amended prospectus filed with theSEC and until any related post-effective amendment is declared effective and, if so directed by theCompany, the Investor shall deliver to the Company (at the expense of the Company) or destroy (anddeliver to the Company a certificate of destruction) all copies in the Investor’s possession of theProspectus covering the Registrable Securities current at the time of receipt of such notice.     **6. ****Indemnification**.          **(a)****Indemnification by the Company**. The Company will indemnify and hold harmless eachInvestor and its officers, directors, members, limited partners, employees and agents, successorsand assigns, and each other person, if any, who controls such Investor within the meaning of the1.933 Act, against any losses, claims, damages or liabilities, joint or several, to which they maybecome subject under the 1933 Act or otherwise, insofar as such losses, claims, damages orliabilities (or actions in respect thereof) arise out of or are based upon: (i) any untruestatement or alleged untrue statement of any material fact contained in any Registration Statement,any preliminary prospectus or final prospectus contained therein, or any amendment or supplementthereof; (ii) any blue sky application or other document executed by the Company specifically forthat purpose or based upon written information furnished by the Company filed in any state or otherjurisdiction in order to qualify any or all of the Registrable Securities under the securities lawsthereof (any such application, document or information herein called a “Blue Sky Application”);(iii) the omission or alleged omission to state therein a material fact required to be statedtherein or necessary to make the statements therein not misleading; (iv) any violation by theCompany or its agents of any rule or regulation promulgated under the 1933 Act applicable to theCompany or its agents and relating to action or inaction required of the Company in connection withsuch registration; or (v) any failure to register or qualify the Registrable Securities included inany such Registration in any state where the Company or its agents has affirmatively undertaken oragreed in writing that the Company will undertake such registration or qualification on anInvestor’s behalf and will reimburse such Investor, and each such officer, director or member andeach such controlling person for any legal or other expenses reasonably incurred by them inconnection with investigating or defending any such loss, claim, damage, liability or action;provided, however, that the
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Company will not be liable in any such case if and to the extent that any such loss, claim, damageor liability arises out of or is based upon an untrue statement or alleged untrue statement oromission or alleged omission so made in conformity with information furnished by such Investor orany such controlling person in writing specifically for use in such Registration Statement orProspectus.          **(b)**Indemnification by the Investors. Each Investor agrees, severally but not jointly,to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors,officers, employees, stockholders and each person who controls the Company (within the meaning ofthe 1933 Act) against any losses, claims, damages, liabilities and expense (including reasonableattorney fees) resulting from any untrue statement of a material fact or any omission of a materialfact required to be stated in the Registration Statement or Prospectus or preliminary prospectus oramendment or supplement thereto or necessary to make the statements therein not misleading, to theextent, but only to the extent that such untrue statement or omission is contained in anyinformation furnished in writing by such Investor to the Company specifically for inclusion in suchRegistration Statement or Prospectus or amendment or supplement thereto. In no event shall theliability of an Investor be greater in amount than the dollar amount of the proceeds (net of allexpense paid by such Investor in connection with any claim relating to this Section 6 and theamount of any damages such Investor has otherwise been required to pay by reason of such untruestatement or omission) received by such investor upon the sale of the Registrable Securities ·included in the Registration Statement giving rise to such indemnification obligation.          **(c)**Conduct of Indemnification Proceedings. Any person entitled to indemnificationhereunder shall (i) give prompt notice to the indemnifying party of any claim with respect to whichit seeks indemnification and (ii) permit such indemnifying party to assume the defense of suchclaim with counsel reasonably satisfactory to the indemnified party; provided that anyperson entitled to indemnification hereunder shall have the right to employ separate counsel and toparticipate in the defense of such claim, but the fees and expenses of such counsel shall be at theexpense of such person unless (a) the indemnifying party has agreed to pay such fees or expenses,or (b) the indemnifying party shall have failed to assume the defense of such claim and employcounsel reasonably satisfactory to such person or (c) in the reasonable judgment of any suchperson, based upon written advice of its counsel, a conflict of interest exists between such personand the indemnifying party with respect to such claims (in which case, if the person notifies theindemnifying party in writing that such person elects to employ separate counsel at the expense ofthe indemnifying party, the indemnifying party shall not have the right to assume the defense ofsuch claim on behalf of such person); and provided, further, that the failure ofany indemnified party to give notice as provided herein shall not relieve the indemnifying party ofits obligations hereunder, except to the extent that such failure to give notice shall materiallyadversely affect the indemnifying party in the defense of any such claim or litigation, it isunderstood that the indemnifying party shall not, in connection with any proceeding in the samejurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at anytime for all such indemnified parties. No indemnifying party will, except with the consent of theindemnified party, consent to entry of any judgment or enter into any settlement that does notinclude as an unconditional term thereof the giving by the claimant or plaintiff to suchindemnified party of a release from all liability in respect of such claim or litigation.          **(d)**Contribution. If for any reason the indemnification provided for in the precedingparagraphs (a) and (b) is unavailable to an indemnified party or insufficient to hold it harmless,other than as expressly specified therein, then the indemnifying party shall contribute to theamount paid or payable by the indemnified party as a result of such loss, claim, damage orliability in such proportion as is appropriate to reflect the relative fault of the indemnifiedparty and the indemnifying party, as well as any other relevant equitable considerations. No personguilty offraudulent misrepresentation within the meaning of Section 11(f) of the 1933 Act shall beentitled to contribution from any person not guilty of such fraudulent misrepresentation. In noevent shall the contribution obligation of a holder of Registrable Securities be greater in amountthan the dollar amount of the proceeds (net of all expenses paid by such          
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holder in connection with any claim relating to this Section 6 and the amount of any damages suchholder has otherwise been required to pay by reason of such untrue or alleged untrue statement oromission or alleged omission) received by it upon the sale of the Registrable Securities givingrise to such contribution obligation.**7.****Miscellaneous****.**          **(a)****Amendments and Waivers**. This Agreement may be amended only by a writing signed bythe Company and the Required Investors. The Company may take any action herein prohibited, or omitto perform any act herein required to be performed by it, only if the Company shall have obtainedthe written consent to such amendment, action or omission to act, of the Required Investors.          **(b)****Notices**. All notices and other communications provided for or permitted hereundershall be made as set forth in Section 7 of the Convertible Notes.          **(c)****Assignments and Transfers by Investors**. The provisions of this Agreement shall bebinding upon and inure to the benefit of the Investors and their respective successors and assigns.An Investor may transfer or assign, in whole or from time to time in part, to one or more personsits rights hereunder in connection with the transfer of Registrable Securities by such Investor tosuch person, provided that such Investor complies with all laws applicable thereto and provideswritten notice of assignment to the Company promptly after such assignment is effected.          **(d)****Assignments and Transfers by the Company**. This Agreement may not be assigned bythe Company (whether by operation of law or otherwise) without the prior written consent of theRequired Investors, provided, however, that the Company may assign its rights and delegate itsduties hereunder to any surviving or successor corporation in connection with a merger orconsolidation of the Company with another corporation, or a sale, transfer or other disposition ofall or substantially all of the Company’s assets to another corporation, without the prior writtenconsent of the Required Investors, after notice duly given by the Company to each Investor.          **(e)****Benefits of the Agreement**. The terms and conditions of this Agreement shall inureto the benefit of and be binding upon the respective permitted successors and assigns of theparties. Nothing in this Agreement, express or implied, is intended to confer upon any party otherthan the parties hereto or their respective successors and assigns any rights, remedies,obligations, or liabilities under or by reason of this Agreement, except as expressly provided inthis Agreement.          **(f)****Counterparts and Facsimile Signatures**. This Agreement may be executed in two ormore counterparts, each of which shall be deemed an original, but all of which together shallconstitute one and the same instrument. This Agreement may also be executed via facsimile, whichshall he deemed an original.          **(g)****Titles and Subtitles**. The titles and subtitles used in this Agreement are used forconvenience only and are not to be considered in construing or interpreting this Agreement.          **(h)****Severabilitv**. Any provision of this Agreement that is prohibited or unenforceablein any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of suchprohibition or unenforceability without invalidating the remaining provisions hereof but shall heinterpreted as if it were written so as to be enforceable to the maximum extent permitted byapplicable law, and any such prohibition or unenforceability in any jurisdiction shall notinvalidate or render unenforceable such provision in any other jurisdiction. To the extentpermitted by applicable law, the
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parties hereby waive any provision of law which renders any provisions hereof prohibited orunenforceable in any respect.          **(i)****Further Assurances****.**The parties shall execute and deliver all such furtherinstruments and documents and take all such other actions as may reasonably be required to carryout the transactions contemplated hereby and to evidence the fulfillment of the agreements hereincontained.          **(j)****Entire Agreement.** This Agreement is intended by the parties as a final expressionof their agreement and intended to be a complete and exclusive statement of the agreement andunderstanding of the parties hereto in respect of the subject matter contained herein. ThisAgreement supersedes all prior agreements and understandings between the parties with respect tosuch subject matter.          **(k)****Governing Law Consent to Jurisdiction; Waiver of Jury Trial.** This Agreement shallbe governed by, and construed in accordance with, the internal laws of the State of Arizona withoutregard to the choice of law principles thereof. Each of the parties hereto irrevocably submits tothe exclusive jurisdiction of the courts of the State of Arizona located in Maricopa County for thepurpose of any suit, action, proceeding or judgment relating to or arising out of this Agreementand the transactions contemplated hereby. Each of the parties hereto irrevocably consents to thejurisdiction of any such court in any such suit, action or proceeding and to the laying of venue insuch court. Each party hereto irrevocably waives any objection to the laying of venue of any suchsuit, action or proceeding brought in such courts and irrevocably waives any claim that any suchsuit, action or proceeding brought in any such court has been brought in an inconvenient forum.**EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITHRESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THISWAIVER.****[Remainder of Page Intentionally Blank; Signature Page Follows]**
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     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement orcaused their duly authorized officers to execute this Agreement as of the date first above written.     The Company: TEKNIK DIGITAL ARTS, INC.