Filed by Automated Filing Services Inc. (604) 609-0244 - Lightscape Technologies Inc. - Exhibit 10.2






EXHIBIT B

REGISTRATION RIGHTS AGREEMENT

          This
Registration Rights Agreement (this "Agreement") is made and entered into
as of March __, 2008, by and among Lightscape Technologies Inc., a Nevada
corporation (the "Company"), and the investors signatory hereto (each a
"Investor" and collectively, the "Investors").

          This
Agreement is made in connection with the Securities Purchase Agreement, dated as
of the date hereof among the Company and the Investors (the "Purchase
Agreement").

          The
Company and the Investors hereby agree as follows:

     1. Definitions.
Capitalized terms used and not otherwise defined herein that are defined in the
Purchase Agreement will have the respective meanings given such terms in the
Purchase Agreement. As used in this Agreement, the following terms have the
respective meanings set forth in this Section 1:

          “Advice”
has the meaning set forth in Section 6(d).

          "Commission
Comments" means written comments pertaining solely to Rule 415 which are
received by the Company from the Commission to a filed Registration Statement, a
copy of which shall have been provided by the Company to the Holders, which
either (i) requires the Company to limit the number of Registrable Securities
which may be included therein to a number which is less than the number sought
to be included thereon as filed with the Commission or (ii) requires the Company
to either exclude Registrable Securities held by specified Holders or deem such
Holders to be underwriters with respect to Registrable Securities they seek to
include in such Registration Statement.

          “Cut
Back Shares” has the meaning set forth in Section 2(b).

          "Effective
Date" means, as to a Registration Statement, the date on which such
Registration Statement is first declared effective by the Commission.

          “Effectiveness
Date” means (a) with respect to the initial Registration Statement required
to be filed pursuant to Section 2(a), the earlier of: (i) the 120th
day following the Closing Date and (ii) the fifth Trading Day following the date
on which the Company is notified by the Commission that the initial Registration
Statement will not be reviewed or is no longer subject to further review and
comments; (b) with respect to any additional Registration Statements required to
be filed pursuant to Section 2(a), the earlier of: (i) the 90th day
following the applicable Filing Date for such additional Registration
Statement(s) and (ii) the fifth Trading Day following the date on which the
Company is notified by the Commission that the such additional Registration
Statement(s) will not be reviewed or is no longer subject to further review; (c)
with respect to any additional Registration Statements required to be filed
solely due to SEC Restrictions, the earlier of: (i) the 90th day
following the applicable Restriction Termination Date and (ii) the fifth Trading
Day following the date on which the Company is notified by the Commission that
such 




Registration Statement will not be reviewed or is no longer
subject to further review and comments; and (d) with respect to a Registration
Statement required to be filed under Section 2(c), the earlier of: (i) the
60th day following the date on which the Company becomes eligible to
utilize Form S-3 to register the resale of Common Stock; provided, that,
if the Commission reviews and has written comments to such filed Registration
Statement that would require the filing of a pre-effective amendment thereto
with the Commission, then the Effectiveness Date under this clause (d)(i) shall
be the 90th day following the date on which the Company becomes
eligible to utilize Form S-3 to register the resale of Common Stock, and (ii)
the fifth Trading Day following the date on which the Company is notified by the
Commission that the Registration Statement will not be reviewed or is no longer
subject to further review and comments.

         "Effectiveness
Period" means, as to any Registration Statement required to be filed
pursuant to this Agreement, the period commencing on the Effective Date of such
Registration Statement and ending on the earliest to occur of (a) the second
anniversary of such Effective Date, (b) such time as all of the Registrable
Securities covered by such Registration Statement have been publicly sold by the
Holders of the Registrable Securities included therein, or (c) such time as all
of the Registrable Securities covered by such Registration Statement may be sold
by the Holders without volume restrictions pursuant to Rule 144, in each case as
determined by the counsel to the Company pursuant to a written opinion letter to
such effect, addressed and acceptable to the Company's transfer agent and the
affected Holders.

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

          "Filing
Date" means (a) with respect to the initial Registration Statement required
to be filed pursuant to Section 2(a), the 45th day following the
Closing Date; (b) with respect to any additional Registration Statements
required to be filed pursuant to Section 2(a), the 15th day following
the Effective Date for the last Registration Statement filed pursuant to this
Agreement under Section 2(a); (c) with respect to any additional Registration
Statements required to be filed due to SEC Restrictions, the 15th day
following the applicable Restriction Termination Date; and (d) with respect to a
Registration Statement required to be filed under Section 2(c), the
30th day following the date on which the Company becomes eligible to
utilize Form S-3 to register the resale of Common Stock.

          "Holder"
or "Holders" means the holder or holders, as the case may be, from time
to time of Registrable Securities.

          “Indemnified
  Party” has the meaning set forth in Section 5(c).

           “Indemnifying
  Party” has the meaning set forth in Section 5(c). “Losses”
  has the meaning set forth in Section 5(a).

          “New
York Courts” means the state and federal courts sitting in the City of New
York, Borough of Manhattan.

          "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.

2




          “Prospectus”
means the prospectus included in a 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 a 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: (i) the Shares, (ii) any shares of Common Stock issuable
upon exercise of warrants issued to any placement agent as compensation in
connection with the financing that is the subject of the Purchase Agreement
("Placement Agent Warrant Shares") and (iii) any securities issued or
issuable upon any stock split, dividend or other distribution, recapitalization
or similar event, or any price adjustment as a result of such stock splits,
reverse stock splits or similar events with respect to any of the securities
referenced in (i) or (ii) above.

          "Registration
Statement" means the initial registration statement required to be filed in
accordance with Section 2(a) and any additional registration statements required
to be filed under this Agreement, including in each case the Prospectus,
amendments and supplements to such registration statements or Prospectus,
including pre- and post-effective amendments, all exhibits thereto, and all
material incorporated by reference or deemed to be incorporated by reference
therein.

          “Restriction
Termination Date” has the meaning set forth in Section 2(b).

          "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.

          “SEC
Restrictions” has the meaning set forth in Section 2(b).

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

          "Shares"
means the shares of Common Stock issued or issuable to the Investors pursuant to
the Purchase Agreement.

     2. Registration.

3




          (a)
On or prior to the applicable Filing Date, the Company shall prepare and file
with the Commission a Registration Statement covering the resale of all
Registrable Securities not already covered by an existing and effective
Registration Statement for an offering to be made on a continuous basis pursuant
to Rule 415. Each Registration Statement required to be filed under this
Agreement shall be filed on Form S-1 (or on such other form appropriate for such
purpose) and contain (except if otherwise required pursuant to written comments
received from the Commission upon a review of such Registration Statement, other
than as to the characterization of any Holder as an underwriter, which shall not
occur without such Holder’s written consent) the "Plan of Distribution" attached
hereto as Annex A. The Company shall cause each Registration Statement
required to be filed under this Agreement to be declared effective under the
Securities Act as soon as possible but, in any event, no later than its
Effectiveness Date, and shall use its reasonable best efforts to keep each such
Registration Statement continuously effective during its entire Effectiveness
Period. By 5:00 p.m. (New York City time) on the Business Day immediately
following the Effective Date of each Registration Statement, the Company shall
file with the Commission in accordance with Rule 424 under the Securities Act
the final prospectus to be used in connection with sales pursuant to such
Registration Statement (whether or not such filing is technically required under
such Rule). If for any reason other than due solely to SEC Restrictions, a
Registration Statement is effective but not all outstanding Registrable
Securities are registered for resale pursuant thereto, then the Company shall
prepare and file by the applicable Filing Date an additional Registration
Statement to register the resale of all such unregistered Registrable Securities
for an offering to be made on a continuous basis pursuant to Rule 415.

          (b)
  Notwithstanding anything to the contrary contained in this Section 2, if the
  Company receives Commission Comments, and following discussions with and responses
  to the Commission in which the Company uses its reasonable best efforts and
  time to cause as many Registrable Securities for as many Holders as possible
  to be included in the Registration Statement filed pursuant to Section 2(a)
  without characterizing any Holder as an underwriter (and in such regard uses
  its reasonable best efforts to cause the Commission to permit the affected Holders
  or their respective counsel to participate in Commission conversations on such
  issue together with Company Counsel, and timely conveys relevant information
  concerning such issue with the affected Holders or their respective counsel),
  the Company is unable to cause the inclusion of all Registrable Securities,
  then the Company may, following not less than three (3) Trading Days prior written
  notice to the Holders (i) remove from the Registration Statement such Registrable
  Securities (the “Cut Back Shares”) and/or (ii) agree to such
  restrictions and limitations on the registration and resale of the Registrable
  Securities, in each case as the Commission may require in order for the Commission
  to allow such Registration Statement to become effective; provided, that
  in no event may the Company name any Holder as an underwriter without such Holder’s
  prior written consent (collectively, the “SEC Restrictions”).
  Unless the SEC Restrictions otherwise require, any cut-back imposed pursuant
  to this Section 2(b) shall be allocated among the Registrable Securities of
  the Holders on a pro rata basis. No liquidated damages under Section 2(d) shall
  accrue on or as to any Cut Back Shares, and the required Effectiveness Date
  for such Registration Statement will be tolled, until such time as the Company
  is able to effect the registration of the Cut Back Shares in accordance with
  any SEC Restrictions (such date, the “Restriction Termination Date”).
  From and after the Restriction Termination Date, all provisions of this Section
  2 (including, without limitation, the liquidated damages provisions, subject
  to tolling as provided above) shall again be applicable to the Cut 

4




Back Shares (which, for avoidance of doubt, retain their
character as “Registrable Securities”) so that the Company will be required to
file with and cause to be declared effective by the Commission such additional
Registration Statements in the time frames set forth herein as necessary to
ultimately cause to be covered by effective Registration Statements all
Registrable Securities (if such Registrable Securities cannot at such time be
resold by the Holders thereof without volume limitations pursuant to Rule
144).

          (c)
Promptly following any date on which the Company becomes eligible to use a
registration statement on Form S-3 to register Registrable Securities for
resale, the Company shall file a Registration Statement on Form S-3 covering all
such Registrable Securities (or a post-effective amendment on Form S-3 to the
then effective Registration Statement) and shall cause such Registration
Statement to be filed by the Filing Date for such Registration Statement and
declared effective under the Securities Act as soon as possible thereafter, but
in any event prior to the Effectiveness Date therefor. Such Registration
Statement shall contain (except if otherwise required pursuant to written
comments received from the Commission upon a review of such Registration
Statement, other than as to the characterization of any Holder as an
underwriter, which shall not occur without such Holder’s consent) the “Plan of
Distribution” attached hereto as Annex A. The Company shall use its
reasonable best efforts to keep such Registration Statement continuously
effective under the Securities Act during the entire Effectiveness Period. By
5:00 p.m. (New York City time) on the Business Day immediately following the
Effective Date of such Registration Statement, the Company shall file with the
Commission in accordance with Rule 424 under the Securities Act the final
prospectus to be used in connection with sales pursuant to such Registration
Statement (whether or not such filing is technically required under such
Rule).

          (d)
If: (i) a Registration Statement is not filed on or prior to its Filing Date
covering the Registrable Securities required under this Agreement to be included
therein (if the Company files a Registration Statement without affording the
Holders the opportunity to review and comment on the same as required by Section
3(a) hereof, the Company shall not be deemed to have satisfied this clause (i)),
or (ii) a Registration Statement is not declared effective by the Commission on
or prior to its required Effectiveness Date or if by the Business Day
immediately following the Effective Date, the Company shall not have filed a
“final” prospectus for the Registration Statement with the Commission under Rule
424(b) in accordance with the terms hereof (whether or not such a prospectus is
technically required by such Rule), or (iii) after its Effective Date, without
regard for the reason thereunder or efforts therefor, such Registration
Statement ceases for any reason to be effective and available to the Holders as
to all Registrable Securities to which it is required to cover at any time prior
to the expiration of its Effectiveness Period for more than an aggregate of 30
Trading Days (which need not be consecutive) (any such failure or breach being
referred to as an "Event," and for purposes of clauses (i) or (ii) the
date on which such Event occurs, or for purposes of clause (iii) the date which
such 30 Trading Day-period is exceeded, being referred to as "Event
Date"), then in addition to any other rights the Holders may have hereunder
or under applicable law, on each such Event Date and on each monthly anniversary
of each such Event Date (if the applicable Event shall not have been cured by
such date) until the applicable Event is cured, the Company shall pay to each
Holder an amount in cash, as partial liquidated damages and not as a penalty,
equal to 1.0% of the aggregate Investment Amount paid by such Holder for Shares
pursuant to the Purchase Agreement. The parties agree that (1) the Company
will not be liable for liquidated 

5




damages under this Agreement with respect to any (i)
warrants issued to any placement agent as compensation in connection with the
financing that is the subject of the Purchase Agreement or (ii) Placement Agent
Warrant Shares and (2) in no event will the Company be liable for liquidated
damages under this Agreement in excess of 1.0% of the aggregate Investment
Amount of the Holders in any 30-day period and the maximum aggregate liquidated
damages payable to a Holder under this Agreement shall be eight percent (8%) of
the aggregate Investment Amount paid by such Holder pursuant to the Purchase
Agreement. The partial liquidated damages pursuant to the terms hereof shall
apply on a daily pro-rata basis for any portion of a month prior to the cure of
an Event (except in the case of the first Event Date), and shall cease to accrue
(unless earlier cured) upon the expiration of the Effectiveness Period.

          (e)
Each Holder agrees to furnish to the Company a completed Questionnaire in the
form attached to this Agreement as Annex B (a “Selling Holder
Questionnaire”). The Company shall not be required to include the
Registrable Securities of a Holder in a Registration Statement and shall not be
required to pay any liquidated or other damages under Section 2(d) to any Holder
who fails to furnish to the Company a fully completed Selling Holder
Questionnaire at least two Trading Days prior to the Filing Date (subject to the
requirements set forth in Section 3(a)).

     3. Registration
Procedures.

          In
connection with the Company's registration obligations hereunder, the Company
shall:

          (a)
Not less than four Trading Days prior to the filing of a Registration Statement
or any related Prospectus or any amendment or supplement thereto, the Company
shall furnish to each Holder copies of the “Selling Stockholders” section of
such document, the “Plan of Distribution” and any risk factor contained in such
document that addresses specifically this transaction or the Selling
Stockholders, as proposed to be filed, which documents will be subject to the
review of such Holder. The Company shall not file a Registration Statement, any
Prospectus or any amendments or supplements thereto in which the “Selling
Stockholder” section thereof differs from the disclosure received from a Holder
in its Selling Holder Questionnaire (as amended or supplemented). The Company
shall not file a Registration Statement, any Prospectus or any amendments or
supplements thereto in which it (i) characterizes any Holder as an underwriter,
(ii) excludes a particular Holder due to such Holder refusing to be named as an
underwriter, or (iii) reduces the number of Registrable Securities being
registered on behalf of a Holder except pursuant to, in the case of subsection
(iii), the Commission Comments, without, in each case, such Holder’s express
written authorization.

          (b)
(i) Prepare and file with the Commission such amendments, including
post-effective amendments, to each Registration Statement and the Prospectus
used in connection therewith as may be necessary to keep such Registration
Statement continuously effective as to the applicable Registrable Securities for
its 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 

6




amended to be filed pursuant to Rule 424; (iii) respond as
promptly as reasonably possible to any comments received from the Commission
with respect to each 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 such Registration
Statement that would not result in the disclosure to the Holders of material and
non-public information concerning the Company; and (iv) comply in all material
respects with the provisions of the Securities Act and the Exchange Act with
respect to the Registration Statement(s) and the disposition of all Registrable
Securities covered by each Registration Statement.

          (c)
Notify the Holders as promptly as reasonably possible (and, in the case of
(i)(A) below, not less than three Trading Days prior to such filing and, in the
case of (v) below, not less than three Trading Days prior to the financial
statements in any Registration Statement becoming ineligible for inclusion
therein) and (if requested by any such Person) confirm such notice in writing no
later than one Trading Day following the day (i)(A) when a Prospectus or any
Prospectus supplement or post-effective amendment to a Registration Statement is
proposed to be filed; (B) when the Commission notifies the Company whether there
will be a "review" of such Registration Statement and whenever the Commission
comments in writing on such Registration Statement (the Company shall provide
true and complete copies thereof and all written responses thereto to each of
the Holders that pertain to the Holders as a Selling Stockholder or to the Plan
of Distribution, but not information which the Company believes would constitute
material and non-public information); and (C) with respect to each Registration
Statement or any post-effective amendment, when the same has become effective;
(ii) of any request by the Commission or any other Federal or state governmental
authority for amendments or supplements to a Registration Statement or
Prospectus or for additional information; (iii) of the issuance by the
Commission of any stop order suspending the effectiveness of a 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 a Registration Statement ineligible for
inclusion therein or any statement made in such 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 such
Registration Statement, Prospectus or other documents so that, in the case of
such 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 reasonable best efforts to avoid the issuance of, or, if issued, obtain
the withdrawal of (i) any order suspending the effectiveness of a 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 and all exhibits to the extent
requested 

7




by such Person (including those previously furnished) promptly
after the filing of such documents with the Commission.

          (f)
Promptly deliver to each Holder, without charge, as many copies of each
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.

          (g)
Prior to any public offering of Registrable Securities, register or qualify such
Registrable Securities for offer and sale under the securities or Blue Sky laws
of all jurisdictions within the United States as any Holder may request, 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 the Registration Statement(s).

          (h)
Cooperate with the Holders to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be delivered to a transferee
pursuant to the Registration Statement(s), 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.

          (i)
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 affected Registration Statements 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, no Registration Statement nor any 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.

     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, (i) all registration and filing fees (including, without limitation,
fees and expenses (A) with respect to filings required to be made with any
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, (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. In addition, the Company shall be responsible for all of its
internal expenses incurred in connection with the consummation of the
transactions 

8




contemplated by this Agreement (including, without limitation,
all salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit and the fees and expenses
incurred in connection with the listing of the Registrable Securities on any
securities exchange as required hereunder.

     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, investment advisors, partners, members 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, 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 costs of preparation and reasonable attorneys' fees) and
expenses (collectively, "Losses"), as incurred, arising out of or
relating to 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 (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 in writing to the
Company by 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) 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
an Advice or an amended or supplemented Prospectus, but only if and to the
extent that following the receipt of the Advice or the amended or supplemented
Prospectus the misstatement or omission giving rise to such Loss would have been
corrected. 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, 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, as incurred, arising
solely out of or based solely upon: (x) such Holder's failure to comply with the
prospectus delivery requirements of the Securities Act or (y) 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 or based solely upon any omission of a
material fact required to be stated therein or necessary to make the

 9




statements therein not misleading to the extent, but only to
the extent that, (1) such untrue statements or omissions are based solely upon
information regarding such Holder furnished in writing to the Company by 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 (it being understood that the
Holder has approved Annex A hereto for this purpose), 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 an Advice or an amended or supplemented
Prospectus, but only if and to the extent that following the receipt of the
Advice or the amended or supplemented Prospectus the misstatement or omission
giving rise to such Loss would have been corrected. 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 upon the sale of the
Registrable Securities giving rise to such indemnification obligation.

          (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, 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: (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 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 

10




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 Trading 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 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.

          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)
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, 

11




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)
No Piggyback on Registrations. Neither the Company nor any of its
security holders (other than the Holders in such capacity pursuant hereto) may
include securities of the Company in a Registration Statement other than the
Registrable Securities, and the Company shall not during the Effectiveness
Period enter into any agreement providing any such right to any of its security
holders.

          (c)
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.

          (d)
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 Section 3(c), 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 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.

          (e)
Piggy-Back Registrations. If at any time during the Effectiveness Period
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 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 send to each Holder written notice of such
determination and, if within fifteen calendar 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 such
holder requests to be registered, subject to customary underwriter cutbacks
applicable to all holders of registration rights.

          (f)
Amendments and Waivers. The provisions of this Agreement, including the
provisions of this Section 6(f), 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 no less than a majority in interest of 

12




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 certain 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, further that no amendment
or waiver to any provision of this Agreement relating to naming any Holder or
requiring the naming of any Holder as an underwriter may be effected in any
manner without such Holder’s prior written consent. Section 2(a) may not be
amended or waived except by written consent of each Holder affected by such
amendment or waiver.

          (g)
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 (provided the sender
receives a machine-generated confirmation of successful transmission) at the
facsimile number specified in this Section prior to 6:30 p.m. (New York City
time) on a Trading Day, (b) the next Trading Day after the date of transmission,
if such notice or communication is delivered via facsimile at the facsimile
number specified in this Section on a day that is not a Trading Day or later
than 6:30 p.m. (New York City time) on any Trading Day, (c) the Trading 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 follows:

	 	           
             If to the Company: 	Lightscape Technologies Inc. 
	 	  	3/F, 80 Gloucester Road, 
	 	  	Wanchai, Hong Kong 
	 		 Attn: Chief Executive
      Officer  
	 	  	Facsimile: 011-852-2546-6878 
	 	  	  
	 	           
             With a copy to: 	Clark Wilson LLP 
	 		 800-885 West Georgia
      Street  
	 	  	Vancouver, BC V6C 3H1 
	 		 Facsimile: (604)
      687-6314  
	 	  	Attn.: Virgil Hlus, Esq. 
	 	  	  
		If to a Investor: 	To the address set forth under such Investor's
      name on the signature pages hereto. 
	 	  	  
	 	If to any other Person who is then the registered
      Holder: 
	 	  	  
			To the address of such Holder as it appears in
      the stock transfer books of the Company 


or such other address as may be designated in writing
hereafter, in the same manner, by such Person.

          (h)
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 

13




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 their respective rights hereunder in the manner and to the
Persons as permitted under the Purchase Agreement.

          (i)
Execution and 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.

          (j)
Governing Law. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of New
York, without regard to the principles of conflicts of law thereof. Each party
agrees that all Proceedings concerning the interpretations, enforcement and
defense of the transactions contemplated by this Agreement (whether brought
against a party hereto or its respective Affiliates, employees or agents) will
be commenced in the New York Courts. Each party hereto hereby irrevocably
submits to the exclusive jurisdiction of the New York Courts for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any Proceeding, any claim that it is not
personally subject to the jurisdiction of any New York Court, or that such
Proceeding has been commenced in an improper or inconvenient forum. Each party
hereto hereby irrevocably waives personal service of process and consents to
process being served in any such Proceeding by mailing a copy thereof via
registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of
process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any manner permitted by law. Each party
hereto hereby irrevocably waives, to the fullest extent permitted by applicable
law, any and all right to trial by jury in any Proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby. If either
party shall commence a Proceeding to enforce any provisions of this Agreement,
then the prevailing party in such Proceeding shall be reimbursed by the other
party for its attorney’s fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such Proceeding.

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

          (l)
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.

14




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

          (n)
Independent Nature of Investors' Obligations and Rights. The obligations
of each Investor under this Agreement are several and not joint with the
obligations of each other Investor, and no Investor shall be responsible in any
way for the performance of the obligations of any other Investor under this
Agreement. Nothing contained herein or in any Transaction Document, and no
action taken by any Investor pursuant thereto, shall be deemed to constitute the
Investors as a partnership, an association, a joint venture or any other kind of
entity, or create a presumption that the Investors are in any way acting in
concert or as a group with respect to such obligations or the transactions
contemplated by this Agreement or any other Transaction Document. Each Investor
acknowledges that no other Investor will be acting as agent of such Investor in
enforcing its rights under this Agreement. Each Investor shall be entitled to
independently protect and enforce its rights, including without limitation the
rights arising out of this Agreement, and it shall not be necessary for any
other Investor to be joined as an additional party in any Proceeding for such
purpose. The Company acknowledges that each of the Investors has been provided
with the same Registration Rights Agreement for the purpose of closing a
transaction with multiple Investors and not because it was required or requested
to do so by any Investor.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 
SIGNATURE PAGES
TO FOLLOW]

15




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

	 	LIGHTSCAPE TECHNOLOGIES INC.
    
	 	  	  
	 	  	  
	 	By:	 
	 		Name:  Bondy Tan 
	 		Title:  President and CEO



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 
SIGNATURE PAGES
OF INVESTORS TO FOLLOW]




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

	 	NAME OF INVESTING ENTITY
    	 
	 	  	 
	 	 	 
	 	By: 	 
	 	                   	Name: 
	 	               
    	Title: 
	 	 	 
	 	ADDRESS FOR NOTICE 	 
	 	 	 
	 	c/o: 	 
	 	 	 
	 	Street: 	 
	 	 	 
	 	City/State/Zip: 	 
	 	 	 
	 	Attention: 	 
	 	 	 
	 	Tel: 	 
	 	 	 
	 	Fax: 	 
	 	 	 
	 	Email: 	 


17




Annex A

Plan of Distribution

     The Selling Stockholders and any
of their pledgees, donees, transferees, 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
quoted 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:

	
  ordinary brokerage transactions and transactions in which the broker-dealer
  solicits Investors; 

  
	
  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; 

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

  
	
  an exchange distribution in accordance with the rules of the applicable
  exchange; 

  
	
  privately negotiated transactions; 

  
	
  to cover short sales made after the date that this Registration Statement
  is declared effective by the Commission; 

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

  
	
  a combination of any such methods of sale; and 

  
	
  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 or discounts 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 and discounts 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
owned by them and, if they default in the performance of their secured
obligations, the pledgees or secured parties may offer and sell 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.

18




     Upon the Company being notified
in writing by a Selling Stockholder that any material arrangement has been
entered into with a broker-dealer for the sale of Common Stock through a block
trade, special offering, exchange distribution or secondary distribution or a
purchase by a broker or dealer, a supplement to this prospectus will be filed,
if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i)
the name of each such Selling Stockholder and of the participating
broker-dealer(s), (ii) the number of shares involved, (iii) the price at which
such the shares of Common Stock were sold, (iv)the commissions paid or discounts
or concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus, and (vi) other facts
material to the transaction. In addition, upon the Company being notified in
writing by a Selling Stockholder that a donee or pledgee intends to sell more
than 500 shares of Common Stock, a supplement to this prospectus will be filed
if then required in accordance with applicable securities law.

     The Selling Stockholders also may
transfer the shares of Common Stock in other circumstances, in which case the
transferees, pledgees or other successors in interest will be the selling
beneficial owners for purposes of this prospectus.

     The Selling Stockholders and any
broker-dealers or agents that are involved in selling the shares may be deemed
to be "underwriters" within the meaning of the Securities Act in connection with
such sales. In such event, any commissions received by such broker-dealers or
agents and any profit on the resale of the shares purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act.
Discounts, concessions, commissions and similar selling expenses, if any, that
can be attributed to the sale of Securities will be paid by the Selling
Stockholder and/or the purchasers. Each Selling Stockholder has represented and
warranted to the Company that it acquired the securities subject to this
Registration Statement in the ordinary course of such Selling Stockholder’s
business and, at the time of its purchase of such securities such Selling
Stockholder had no agreements or understandings, directly or indirectly, with
any person to distribute any such securities.

     The Company has advised each
Selling Stockholder that it is the view of the Commission that Selling
Stockholders may not use shares registered on this Registration Statement to
cover short sales of Common Stock made prior to the date on which this
Registration Statement shall have been declared effective by the Commission. If
a Selling Stockholder uses this prospectus for any sale of the Common Stock, it
will be subject to the prospectus delivery requirements of the Securities Act.
The Selling Stockholders will be responsible to comply with the applicable
provisions of the Securities Act and Exchange Act, and the rules and regulations
thereunder promulgated, including, without limitation, Regulation M, as
applicable to such Selling Stockholders in connection with resales of their
respective shares under this Registration Statement.

     The Company is required to pay
all fees and expenses incident to the registration of the shares, but the
Company will not receive any proceeds from the sale of the Common Stock. The
Company has agreed to indemnify the Selling Stockholders against certain losses,
claims, damages and liabilities, including liabilities under the Securities
Act.

19




Annex B

LIGHTSCAPE TECHNOLOGIES INC.

Selling Securityholder Notice and Questionnaire

The undersigned beneficial owner of common stock (the
“Common Stock”), of Lightscape Technologies Inc., 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 for the registration and resale of the Registrable
Securities, in accordance with the terms of the Registration Rights Agreement,
dated as of March __, 2008 (the “Registration Rights Agreement”), among
the Company and the Investors named therein. A copy of the Registration Rights
Agreement is available from the Company upon request at the address set forth
below. All capitalized terms used and not otherwise defined herein shall have
the meanings ascribed thereto in the Registration Rights Agreement.

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

QUESTIONNAIRE

	1. 	
      Name.

	 	 	 
		(a) 	
      Full Legal Name of Selling Securityholder

	 	 	 
	 	 	 
	 	 	 
		(b) 	
      Full Legal Name of Registered Holder (if not the same as
      (a) above) through which Registrable Securities Listed in Item 3 below are
      held:

	 	 	 
	 	 	 
	 	 	 
		(c) 	
      Full Legal Name of Natural Control Person (which means a
      natural person who directly or indirectly alone or with others has power
      to vote or dispose of the securities covered by the
  questionnaire):

	 	 	 
	 	 	 



	2. 	
      Address for Notices to Selling
    Securityholder:

	 	 
	 	 
	 	 
	 	 


20





	Telephone: 	 
	Fax: 	 
	Contact Person: 	 


3.           Beneficial
Ownership of Registrable Securities:

	 	Type and Principal Amount of Registrable
      Securities beneficially owned: 
	 	 
	 	 
	 	 
	 	 


4.         
 Broker-Dealer Status:

	 	(a) 	Are you a broker-dealer? 	  
	 	 	 	 
	 	  	Yes [ ] 	No [ ] 
	 	 	 	 
		Note: 	
      If yes, the Commission’s staff has indicated that you
      should be identified as an underwriter in the Registration Statement.
    

	 	 	
       

	 	(b) 	
      Are you an affiliate of a broker-dealer? 

	 	 	 
	 	  	Yes [ ] 	No [ ] 
	 	 	 	 
		(c) 	
      If you are an affiliate of a broker-dealer, do you
      certify that you bought 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 no, the Commission’s staff has indicated that you
      should be identified as an underwriter in the Registration Statement.
    



5.          
Beneficial Ownership of Other Securities of the Company Owned by the Selling
Securityholder.

Except as set forth below in this
Item 5, the undersigned is not the beneficial or registered owner of any
securities of the Company other than the Registrable Securities listed above in
Item 3.

Type and Amount of Other Securities
beneficially owned by the Selling Securityholder:

21






	 	 	 
	 	 	 
	 	 	 
	 	 
	6. 	
      Relationships with the Company:

	 	 
		
      Except as set forth below, neither the undersigned nor
      any of its affiliates, officers, directors or principal equity holders
      (owners of 5% of more of the equity securities of the undersigned) has
      held any position or office or has had any other material relationship
      with the Company (or its predecessors or affiliates) during the past three
      years.




	 	State any exceptions here: 
	 	 
	 	 
	 	 


7. The Company has advised each Selling Stockholder that
it is the view of the Commission that Selling Stockholders may not use shares
registered on the Registration Statement to cover short sales of Common Stock
made prior to the date on which the Registration Statement is declared effective
by the Commission, in accordance with 1997 Securities and Exchange Commission
Manual of Publicly Available Telephone Interpretations Section A.65. If a
Selling Stockholder uses the prospectus for any sale of the Common Stock, it
will be subject to the prospectus delivery requirements of the Securities Act.
The Selling Stockholders will be responsible to comply with the applicable
provisions of the Securities Act and Exchange Act, and the rules and regulations
thereunder promulgated, including, without limitation, Regulation M, as
applicable to such Selling Stockholders in connection with resales of their
respective shares under the Registration Statement.

The undersigned agrees to promptly notify the Company of any
inaccuracies or changes in the information provided herein that may occur
subsequent to the date hereof and prior to the Effective Date for the
Registration Statement.

By signing below, the undersigned consents to the disclosure of
the information contained herein in its answers to Items 1 through 6 and the
inclusion of such information in the Registration Statement and the related
prospectus. The undersigned understands that such information will be relied
upon by the Company in connection with the preparation or amendment of the
Registration Statement and the related prospectus.

IN WITNESS WHEREOF the undersigned, by authority duly given,
has caused this Notice and Questionnaire to be executed and delivered either in
person or by its duly authorized agent.

	Dated: 	 	 	Beneficial Owner: 	 
	  	 	 	  	 
	  	 	 	By: 	 
	  	 	 	         	Name: 
	 	 	 	 	Title:


22




PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND
QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:

[ ]

23