monument8kex102_352008.htm


     

     

    
      

      

    

     

    EXHIBIT
10.2

    


    REGISTRATION
RIGHTS AGREEMENT

    


    This Registration Rights Agreement
(this “Agreement”) is made
and entered into as of March 5, 2008, between Monument Resources, Inc., a
Colorado corporation (“Company”) and the
investors signatory hereto (each such investor is a “Holder” and all such
investors are, collectively, the “Holders”).

    


    WHEREAS, the parties have agreed to
enter into this Agreement in connection with, and as a condition to Closing,
under the Unit Purchase Agreement of even date herewith (the “Purchase Agreement”)
between the Company and the Holders.

    


    NOW, THEREFORE, IN CONSIDERATION of the
mutual covenants contained in this Agreement, and for other good and valuable
consideration the receipt and adequacy of which are hereby acknowledged, the
Company and the Holders agree as follows:

    1.      Definitions.  In
addition to the terms defined elsewhere in this Agreement, (a) capitalized terms
that are not otherwise defined herein have the meanings given to such terms in
the Purchase Agreement, and (b) the following terms have the meanings
indicated:

     

    “Holder” means any holder, from
time to time, of Registrable Securities.

     

    “Prospectus” means the
prospectus included in any Registration Statement, 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 any 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
any Common Stock of the Company owned by any Holder on the date hereof, any
Common Stock issued or issuable pursuant to the Purchase Agreement, including
any Common Stock issued or issuable upon exercise of Warrants acquired by a
Holder under the Purchase Agreement, together with any securities issued or
issuable upon any stock split, dividend or other distribution, recapitalization
or similar event with respect to the foregoing.

     

    “Registration Statement” means
any registration statement of the Company filed with the Securities and Exchange
Commission (“Commission”) under
the Securities Act of 1933 (“Securities Act”)
which covers any of the Registrable Securities pursuant to the provisions of
this Agreement, including (in each case) the Prospectus, amendments and
supplements to such 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 such registration
statement.

     


    
      
         


      

      
        Exhibit
10.2        Page 1

        
          

        

      

      
         


      

    


    2.             Demand
and Piggyback Registration Rights

     

    (a)           The
Holders of 30% of the Registrable Securities may require the Company to register
on Form S-1 or, if available, Form S-3, the sale by the Holders of Registrable
Securities for an aggregate offering price of at least
$250,000.  There are no limits on the aggregate number of such
registrations which may be requested, provided that there is no more than one
per year during any twelve month period.  The Company shall use its
best efforts to cause the Registration Statement to be declared effective under
the Securities Act as promptly as possible after the filing thereof (which
filing shall be within forty-five (45) business days after receipt of a
qualified Holder’s demand), and shall use its best efforts to keep such
Registration Statement continuously effective under the Securities Act until the
earlier of (i) the second anniversary after the effective date and
(ii) when all Registrable Securities covered by such Registration Statement
have been sold (the “Effectiveness
Period”).  The Company shall notify each Holder in writing
promptly (and in any event within one business day) after receiving notification
from the Commission that a Registration Statement has been declared
effective.

     

    (b)           Notwithstanding
the foregoing, the Company may postpone the filing of a Registration Statement
(for a period not exceeding 90 days) if its Board of Directors in good faith
determines that the filing or the distribution of the Registrable Securities
will adversely interfere with a public offering by the Company or with a
financing, acquisition, corporate reorganization or similar corporate
transaction.

     

    (c)           
If at any time there is not an effective Registration Statement covering all of
the Registrable Securities and 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, other than on Form S-4 or Form S­8 (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, no less than 20 days before filing such
registration statement, send to each Holder written notice of such determination
and, if within fifteen days after receipt of such notice, any such Holder shall
so request in writing, the Company shall include in such registration statement
all or any part of such Registrable Securities as such Holder requests to be
registered.  If the registration referred to in this subsection (c)
involves an underwriting, the Company shall use its reasonable efforts to cause
the managing underwriter of the proposed underwritten offering to permit the
Holders of the Registrable Securities to register their securities in such
public offering on the same terms and conditions as are applicable to the
securities of the Company included therein.

     

    (d)           
In connection with any offering involving an underwriting of securities being
issued by the Company, the Company shall not be required under Section 2(c) to
include any of the Holders’ securities in such underwriting unless such Holders
accept the terms of the underwriting as agreed upon between the Company and the
underwriters selected by it, and then only in such quantity, if any, as in the
opinion of the underwriters, marketing factors allow (provided, however, that such
underwriting agreement shall not provide for indemnification or contribution
obligations on the part of the Holders materially greater than the obligations
of the Holders pursuant to Section 5(b)).  If the managing underwriter
for the offering shall advise the

     


    
      
         


      

      
        Exhibit
10.2        Page 2

        
          

        

      

      
         


      

    


    Company
in writing that the total amount of securities, including Registrable
Securities, requested by Holders, to be included in such offering exceeds the
amount of securities to be sold other than by the Company than marketing factors
allow, then the Company shall be required to include in the offering only that
number of such securities, including Registrable Securities which the managing
underwriter believes marketing factors allow.

     

    (e)           Notwithstanding
anything contained herein, in the event that the Commission requires the Company
to reduce the number of Registrable Securities to be included in a Registration
Statement in order to allow the Company to rely on Rule 415 with respect to a
Registration Statement, then the Company shall be obligated to include in such
Registration Statement (which may be a subsequent Registration Statement if the
Company needs to withdraw the initial Registration Statement and refile a new
Registration Statement in order to rely on Rule 415) only such limited portion
of the Registrable Securities as the Commission shall permit.  Any
Registrable Securities that are excluded in accordance with the foregoing terms
are hereinafter referred to as “Cut Back
Securities.”  To the extent Cut Back Securities exist, as soon
as may be permitted by the Commission, the Company shall be required to file a
Registration Statement covering the resale of the Cut Back Securities and shall
use best efforts to cause such Registration Statement to be declared effective
as promptly as practicable thereafter.

     

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

     

    (a)           Not
less than three business days prior to the filing of each Registration Statement
or any related Prospectus or any amendment or supplement thereto (including any
document that would be incorporated or deemed to be incorporated therein by
reference), the Company shall (i) furnish to the Holders copies of all such
documents proposed to be filed, which documents (other than those incorporated
or deemed to be incorporated by reference) will be subject to the review of such
Holders, and (ii) cause its officers and directors, counsel and independent
registered public accounting firm to respond to such inquiries as shall be
necessary, in the reasonable opinion of respective counsel, to conduct a
reasonable investigation within the meaning of the Securities
Act.  The Company shall not file the Registration Statement or any
such Prospectus or any amendments or supplements thereto to which a Holder of
the Registrable Securities shall reasonably object.

     

    (b)           Prepare
and file with the Commission (i) 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 and prepare and file with the Commission such additional Registration
Statements in order to register for resale under the Securities Act all of the
Registrable Securities; (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; (iii) respond as promptly as
reasonably possible, and in any event within 20 business days, to any comments
received from the Commission with respect to the Registration Statement or any
amendment thereto and as promptly as reasonably possible provide the Holders
true and complete copies of all correspondence from and to the Commission
relating to the Registration Statement; and (iv) comply in all material respects
with the provisions of the

     


    
      
         


      

      
        Exhibit
10.2        Page 3

        
          

        

      

      
         


      

    


    Securities
Act and the Securities Exchange Act of 1934 (“Exchange Act”) with
respect to the disposition of all Registrable Securities covered by the
Registration Statement during the applicable period in accordance with the
intended methods of disposition by the Holders thereof set forth in the
Registration Statement as so amended or in such Prospectus as so
supplemented.

     

    (c)           Notify
the Holders of Registrable Securities to be sold as promptly as reasonably
possible, and (if requested by any such person) confirm such notice in writing
no later than three business days thereafter, of any of the following events:
(i) the Commission notifies the Company whether there will be a “review” of any
Registration Statement; (ii) the Commission comments in writing on any
Registration Statement (in which case the Company shall deliver to each Holder a
copy of such comments and of all written responses thereto); (iii) any
Registration Statement or any post-effective amendment is declared effective;
(iv) the Commission or any other Federal or state governmental authority
requests any amendment or supplement to a Registration Statement or Prospectus
or requests additional information related thereto; (v) the Commission issues
any stop order suspending the effectiveness of any Registration Statement or
initiates any proceedings for that purpose; (vi) the Company receives notice of
any suspension of the qualification or exemption from qualification of any
Registrable Securities for sale in any jurisdiction, or the initiation or threat
of any proceeding for such purpose; or (vii) the financial statements included
in any Registration Statement become ineligible for inclusion therein or any
statement made in any Registration Statement or Prospectus or any document
incorporated or deemed to be incorporated therein by reference is untrue in any
material respect or any revision to a Registration Statement, Prospectus or
other document is required so that 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 best efforts to avoid the issuance of or, if issued, obtain the withdrawal
of (i) any order suspending the effectiveness of any 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)           Furnish
to each Holder, without charge, at least one conformed copy of each Registration
Statement and each amendment thereto, including financial statements and
schedules, all documents incorporated or deemed to be incorporated therein by
reference, and all exhibits to the extent requested by such person (including
those previously furnished or incorporated by reference) promptly after the
filing of such documents with the Commission.

     

    (f)           Promptly
deliver to each Holder, without charge, as many copies of the Prospectus or
Prospectuses (including each form of prospectus) and each amendment or
supplement thereto as such persons may reasonably request.  The
Company hereby consents to the use of such Prospectus and each amendment or
supplement thereto by each of the selling Holders in connection with the
offering and sale of the Registrable Securities covered by such Prospectus and
any amendment or supplement thereto.

     


    
      
         


      

      
        Exhibit
10.2        Page 4

        
          

        

      

      
         


      

    


    (g)           (i)
In the time and manner required by with respect to any market on which the
Common Stock is or will be traded (the “Trading Market”), if
at all, prepare and file with such Trading Market an additional shares listing
application covering all of the Registrable Securities; (ii) take all steps
necessary to cause such Registrable Securities to be listed on each Trading
Market as soon as reasonably practicable thereafter; (iii) to the extent
available to the Company, provide to the Holders evidence of such listing; and
(iv) maintain the listing of such Registrable Securities on each such Trading
Market.

     

    (h)           Prior
to any public offering of Registrable Securities, register or qualify or
cooperate with the selling Holders in connection with the registration or
qualification (or exemption from such registration or qualification) of such
Registrable Securities for offer and sale under the securities or Blue Sky laws
of such jurisdictions within the United States as any Holder requests in
writing, to keep each such registration or qualification (or exemption
therefrom) effective during the Effectiveness Period and to do any and all other
acts or things necessary or advisable to enable the disposition in such
jurisdictions of the Registrable Securities covered by a Registration
Statement.

     

    (i)           Cooperate
with the Holders to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be delivered to a transferee
pursuant to a Registration Statement, which certificates shall be free, to the
extent permitted by the Purchase Agreement, of all restrictive legends, and to
enable such Registrable Securities to be in such denominations and registered in
such names as any such Holders may request.

     

    (j)           Upon
the occurrence of any event described in Section
3(c)(v), 3(c)(vi) or 3(c)(vii), 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.

     

    (k)           Cooperate
with any due diligence investigation undertaken by the Holders in connection
with the sale of Registrable Securities, including without limitation by making
available any documents and information; provided that the Company will not
deliver or make available to any Holder material, nonpublic information unless
such Holder has entered into an appropriate confidentiality agreement with
respect to such information.  The refusal by the Company to deliver
any material, nonpublic information prior to the execution by such Holder of an
appropriate confidentiality agreement shall not be deemed to be a breach of this
Section 3(k).

     

    (l)           Comply
with all applicable rules and regulations of the Commission.

     

    (m)             If,
after the execution of this Agreement, a Holder believes, after consultation
with its legal counsel, that it could reasonably be deemed to be an underwriter
of Registrable Securities, at the request of any Holder, the Company shall
furnish to such Holder, on the date of the effectiveness of the Registration
Statement and thereafter from time to time on such dates as a

     


    
      
         


      

      
        Exhibit
10.2        Page 5

        
          

        

      

      
         


      

    


    Holder
may reasonably request (i) a letter, dated such date, from the Company’s
independent certified public accountants in form and substance as is customarily
given by independent certified public accountants to underwriters in an
underwritten public offering, and (ii) an opinion, dated as of such date, of
counsel representing the Company for purposes of such Registration Statement, in
form, scope and substance as is customarily given in an underwritten public
offering, addressed to the Buyers.

     

    (n)           If,
after the execution of this Agreement, a Holder believes, after consultation
with its legal counsel, that it could reasonably be deemed to be an underwriter
of Registrable Securities, at the request of any Buyer, the Company shall make
available for inspection by (i) any Holder and (ii) one (1) firm of
accountants or other agents retained by the Buyers (collectively, the “Inspectors”) all
pertinent financial and other records, and pertinent corporate documents and
properties of the Company (collectively, the “Records”), as shall
be reasonably deemed necessary by each Inspector, and cause the Company’s
officers, directors and employees to supply all information which any Inspector
may reasonably request; provided, however, that each Inspector shall agree, and
each Holder hereby agrees, to hold in strict confidence and shall not make any
disclosure (except to a Holder) or use  any Record or other
information which the Company determines in good faith to be confidential, and
of which determination the Inspectors are so notified, unless (a) the disclosure
of such Records is necessary to avoid or correct a misstatement or omission in
any Registration Statement or is otherwise required under the Securities Act,
(b) the release of such Records is ordered pursuant to a final, non-appealable
subpoena or order from a court or government body of competent jurisdiction, or
(c) the information in such Records has been made generally available to the
public other than by disclosure in violation of this or any other agreement of
which the Inspector and the Holder has knowledge.  Each Holder agrees
that it shall, upon learning that disclosure of such Records is sought in or by
a court or governmental body of competent jurisdiction or through other means,
give prompt notice to the Company and allow the Company, at its expense, to
undertake appropriate action to prevent disclosure of, or to obtain a protective
order for, the Records deemed confidential.

     

    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 a Registration
Statement.  The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (a) all registration and filing fees
(including, without limitation, fees and expenses (i) with respect to filings
required to be made with any Trading Market, and (ii) in compliance with
applicable state securities or Blue Sky laws (including, without limitation,
fees and disbursements of counsel for the Company in connection with Blue Sky
qualifications or exemptions of the Registrable Securities and determination of
the eligibility of the Registrable Securities for investment under the laws of
such jurisdictions as requested by the Holders )), (b) printing expenses
(including, without limitation, expenses of printing certificates for
Registrable Securities and of printing prospectuses requested by the Holders),
(c) messenger, telephone and delivery expenses, and (d) fees and expenses of all
other persons retained by the Company in connection with the consummation of the
transactions contemplated by this Agreement.  Such fees and expenses
shall not include underwriting discounts or sales commissions or brokerage
fees.

     

    5.           Indemnification

     

    
      
         


      

      
        Exhibit
10.2  v      Page 6

        
          

        

      

      
         


      

    


    (a)           Indemnification by the
Company.  The Company shall indemnify and hold harmless each
Holder, the officers, directors, partners, members, agents, brokers (including
brokers who offer and sell Registrable Securities as principal), investment
advisors and employees of each of them, each person who controls any such Holder
(within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act) and the officers, directors, partners, members, agents and
employees of each such controlling person, to the fullest extent permitted by
applicable law, from and against any and all against all losses, claims,
damages, liabilities and expenses (including reasonable attorney's fees and
disbursements) (such losses, claims, damages, liabilities and expenses, “Losses”), as
incurred, 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 that (i) such untrue statements or
omissions are based upon information regarding such Holder furnished in writing
to the Company by such Holder for use therein, or to the extent that such
information relates to such Holder or such Holder’s proposed or actual method of
distribution of Registrable Securities and was provided for use in the
Registration Statement, such Prospectus or such form of Prospectus or in any
amendment or supplement thereto or (ii) in the case of an occurrence of an event
of the type specified in Section
3(c)(v)-(vii), 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 7(e) as
well.

     

    (b)           Indemnification by
Holders.  In connection with the Registration Statement, each
Holder will furnish to the Company in writing such information and affidavits as
the Company reasonably requests in connection with any Registration Statement or
Prospectus and each Holder shall, severally and not jointly, 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 arising solely out of any 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 arising solely out of any omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading to the
extent that such untrue statement or omission is contained in any information so
furnished by such Holder to the Company for inclusion in such Registration
Statement or such Prospectus.  The Company shall also be entitled to
receive indemnities from underwriters, selling brokers, dealer--managers and
similar securities industry professionals participating in the distribution, to
the same extent as provided above with respect to information so furnished in
writing by such person for the inclusion in any Prospectus or Registration
Statement.

     

    (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 assume the defense
thereof,

     


    
      
         


      

      
        Exhibit
10.2        Page 7

        
          

        

      

      
         


      

    


    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 it shall be
finally determined by a court of competent jurisdiction (which determination is
not subject to appeal or further review) that such failure shall have
proximately and materially adversely 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:  (i) the Indemnifying Party has agreed in writing to pay such
fees and expenses; or (ii) 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 (iii) 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 such counsel shall be at the expense of
the Indemnifying Party).  The Indemnifying Party shall not be liable
for any settlement of any such proceeding effected without its written consent,
which consent shall not be unreasonably withheld.  No Indemnifying
Party shall, without 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 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 business days of written notice
thereof to the Indemnifying Party (regardless of whether it is ultimately
determined that an Indemnified Party is not entitled to indemnification
hereunder; provided, that the Indemnifying Party may require such Indemnified
Party to undertake to reimburse all such fees and expenses to the extent it is
finally judicially determined that such Indemnified Party is not entitled to
indemnification hereunder).

     

    (d)           Contribution.  If
a claim for indemnification under Section 5(a) or 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


    
      
         


      

      
        Exhibit
10.2        Page 8

        
          

        

      

      
         


      

    


    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.  No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

     

    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.           Reports Under the Exchange
Act.  With a view to making available to the Holders the
benefits of Rule 144 promulgated under the Securities Act or any similar rule or
regulation of the Commission that may at any time permit the Holders to sell
securities of the Company to the public without registration (“Rule 144”) the
Company agrees to:

     

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

     

    (b)             file
with the SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act so long as the Company
remains subject to such requirements and the filing of such reports and other
documents as are  required by the applicable provisions of Rule 144;
and

     

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

     


    
      
         


      

      
        Exhibit
10.2         Page 9

        
          

        

      

      
         


      

    


    7.           Miscellaneous

     

    (a)           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 agree that monetary damages would not provide 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.

     

    (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 a majority of the then outstanding Registrable
Securities.  Notwithstanding the foregoing, a waiver or consent to
depart from the provisions hereof with respect to a matter that relates
exclusively to the rights of Holders and that does not directly or indirectly
affect the rights of other Holders may be given by Holders of at least a
majority of the Registrable Securities to which such waiver or consent relates;
provided, however, that the
provisions of this sentence may not be amended, modified, or supplemented except
in accordance with the provisions of the immediately preceding
sentence.

     

    (c)           No Inconsistent
Agreements.  Neither the Company nor any of its subsidiaries
has entered, as of the date hereof, nor shall the Company or any of its
subsidiaries, on or after the date of this Agreement, enter into any agreement
with respect to its securities that would have the effect of materially
impairing the rights granted to any Holder pursuant to this Agreement or
otherwise conflicts with the provisions hereof.  Except as and to the
extent specified in the applicable schedule to the Purchase Agreement, neither
the Company nor any Subsidiary has previously entered into  any
agreement granting any registration rights with respect to any of its securities
to any person that have not been satisfied in full.

     

    (d)           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.

     

    (e)           Discontinued
Disposition.  Each Holder agrees by its acquisition of such
Registrable Securities that, upon receipt of a notice from the Company of the
occurrence of any event of the kind described in Sections 3(c)(v),
3(c)(vi), or
3(c)(vii), such
Holder will forthwith discontinue disposition of such Registrable Securities
under the Registration Statement until such Holder’s receipt of the copies of
the supplemented Prospectus and/or amended Registration Statement contemplated
by Section
3(k), or until it is advised in writing (the “Advice”) by the
Company that the use of the applicable Prospectus may be resumed, and, in either
case, has received copies of any additional or supplemental filings that are
incorporated or deemed to be incorporated by reference in such Prospectus or
Registration Statement.  The Company may provide appropriate stop
orders to enforce the provisions of this paragraph.

     


    
      
         


      

      
        Exhibit
10.2        Page 10

        
          

        

      

      
         


      

    


    (f)           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 (a) the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile telephone number specified in this
Section prior to 5:30 p.m. (Denver time) on a business day, (b) the next
business day after the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile telephone number specified in this
Agreement on a day that is not a business day or later than 5:30 p.m. (Denver
time) and earlier than 11:59 p.m. (Denver time) on any business day, (c) the
business day following the date of mailing, if sent by U.S. nationally
recognized overnight courier service, or (d) upon actual receipt by the party to
whom such notice is required to be given.  The address for such
notices and communications shall be as set forth in the Purchase
Agreement.

     

    (g)           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.  The Company may not assign
its rights or obligations hereunder without the prior written consent of each
Holder.  Each Holder may assign its rights and obligations hereunder
in the manner and to the extent permitted under the Purchase
Agreement.

     

    (h)           Counterparts.  This
Agreement may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and, all of which taken together
shall constitute one and the same Agreement.  In the event that any
signature is delivered by facsimile transmission, such signature shall create a
valid binding obligation of the party executing (or on whose behalf such
signature is executed) the same with the same force and effect as if such
facsimile signature were the original thereof.

     

    (i)           Governing
Law.  This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Colorado, without regard to
conflicts of laws provisions.

     

    (j)           Cumulative
Remedies.  The remedies provided herein are cumulative and not
exclusive of any remedies provided by law.

     

    (k)           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 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.

     

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

     

    IN WITNESS WHEREOF, the parties have
executed this Registration Rights Agreement as of the date first written
above.

     


    
      
         


      

      
        Exhibit
10.2        Page 11

        
          

        

      

      
         


      

    


     

     

    IN WITNESS WHEREOF, each of the parties
has caused this Agreement to be executed
on its behalf by its representative thereunto duly authorized, all as
of the
date first above written.

    


    MONUMENT
RESOURCES, INC.

    


    


    By: 
 /s/ A.G.
Foust

          
A.G. Foust, President

    


    


    MNB
ENERGY, LLC

    


    


    By:  
/s/ Matt
Miles

            Matt
Miles, Manager

    


    A.G.
FOUST

    


    


       /s/ A. G.
Foust

    A.G.
Foust, Individually

     

    Exhibit 10.2        Page
12