EXHIBIT 10.17




                          REGISTRATION RIGHTS AGREEMENT

           THIS  REGISTRATION  RIGHTS  AGREEMENT (this  "Agreement") is made and
entered into as of August , 2000, by and between Power Kiosks,  Inc., a Delaware
corporation (the "Company"), and EIG Capital Investments Ltd. (the "Purchaser").

                             Preliminary Statements

           In connection with the consummation of the transactions  contemplated
by that certain  Common Stock Purchase  Agreement (the "Purchase  Agreement") of
even date herewith by and between the Company and the Purchaser, the Company has
agreed,  upon the  terms and  subject  to the  conditions  of the  Common  Stock
Purchase  Agreement,  to issue and sell to the  Purchaser  100,000  shares ( the
"Shares") of the Company's Common Stock (the "Common Stock").

           The  Company  has also  agreed,  upon the  terms and  subject  to the
conditions  of the Purchase  Agreement,  to issue to the  Purchaser a Warrant to
purchase 100,000 shares of Common Stock (the "Purchaser's Warrant") and to issue
to the Agent a Warrant  to  purchase  25,000  shares of the  Common  Stock  (the
"Agent's Warrant").

           The Shares,  the  Purchaser's  Warrant  and the  Agent's  Warrant are
collectively  referred to as the  "Securities."  The Common Stock  issuable upon
exercise of the Purchaser's  Warrant is called the "Purchaser's  Warrant Shares"
and the Common Stock issuable upon exercise of the Agent's Warrant is called the
"Agent's Warrant Shares" (the Purchaser's Warrant Shares and the Agent's Warrant
Shares are sometimes collectively referred to as the "Warrant Shares").

           To  induce  the   Purchaser  to  execute  and  deliver  the  Purchase
Agreement,  the Company has agreed, pursuant to the terms and conditions of this
Agreement,  to provide  certain  registration  rights with respect to the Common
Shares, and the Warrant Shares.

                                    Agreement

           In  consideration   of  the  foregoing,   the  mutual  covenants  and
conditions  set  forth  in  this  Agreement  and for  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties, intending to become legally bound, hereby agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

           As used  in this  Agreement,  the  following  terms  shall  have  the
following  respective  meanings:  "Agent"  shall mean  Equity  Investors  Group.
"Agent's  Warrant"  shall  have  the  meaning  ascribed  to  such  term  in  the
Preliminary Statements to this Agreement.

           "Agent's Warrant Shares" shall have the meaning ascribed to such term
in the Preliminary Statements to this Agreement.

           "Agreement" shall mean this Registration  Rights Agreement,  made and
entered  into as of  November  ___,  2000,  by and  between  the Company and the
Purchaser.

           "Commission" shall mean the Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act.


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           "Shares"  shall  have  the  meaning  ascribed  to  such  term  in the
Preliminary Statements to this Agreement.

           "Purchase  Agreement" shall have the meaning ascribed to such term in
the Preliminary Statements to this Agreement.

           "Company" shall mean Power Kiosks, Inc., a Florida corporation.

           "Exchange  Act" shall mean the  Securities  Exchange Act of 1934,  as
amended, or any successor federal statute,  and the rules and regulations of the
Commission thereunder, all as in effect from time to time.

           "Filing  Deadline"  shall have the  meaning  ascribed to such term in
Section 2.1 of this Agreement.

           "Holder" or  "Holders"  shall mean (a) the  Purchaser,  to the extent
that the Purchaser  holds  Registrable  Securities,  and (b) any Person  holding
Registrable Securities as a transferee of the Purchaser (directly or indirectly,
including subsequent transfers).

           "Person" shall mean any individual,  corporation,  partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

           "Purchase  Agreement"  shall mean, that certain Common Stock Purchase
Agreement,  dated as of  November , 2000,  by and  between  the  Company and the
Purchaser.

           "Purchaser" shall mean Equity Investors Group, as Agent.

           "Purchaser's Warrant" shall have the meaning ascribed to such term in
the Preliminary Statements to this Agreement.

           "Purchaser's  Warrant Shares" shall have the meaning ascribed to such
term in the Preliminary Statements to this Agreement.

           The terms "register,"  "registered" and "registration" shall refer to
a registration  effected by preparing and filing with the Commission one or more
registration  statements covering Registrable  Securities in compliance with the
Securities Act that is declared or ordered effective by the Commission.

           "Registrable  Securities" shall mean the Common Shares, the Converted
Common Shares,  the  Purchaser's  Warrant Shares and the Agent's Warrant Shares,
and any  shares  of  capital  stock  issued  or  issuable  with  respect  to the
Securities,  the  Purchaser's  Warrant Shares or the Agent's Warrant Shares as a
result of any stock split, stock dividend, recapitalization, exchange or similar
event;  provided,  however,  that such securities  shall cease to be Registrable
Securities  when (a) a registration  statement  with respect to such  securities
shall have been declared  effective under the Securities Act and such securities
shall have been  disposed of pursuant to the  registration  statement,  (b) such
securities  are  distributed  to the  public  pursuant  to Rule  144(k)  (or any
successor  provisions)   promulgated  under  the  Securities  Act  or  (c)  such
securities shall have ceased to be outstanding.

           "Registration  Deadline" shall have the meaning ascribed to such term
in Section 2.1 of this Agreement.

           "Registration  Expenses" shall mean all expenses incurred in order to
comply with Article II hereof, including,  without limitation,  all registration
and filing fees,  printing  expenses,  fees and disbursements of counsel for the
Company,  reasonable fees and  disbursements of one (1) counsel for the Holders,
blue sky fees and expenses, and the expense of any special audits incident to or
required by any such  registration,  but excluding the  compensation  of regular
employees  of the Company  (which shall be paid in any event by the Company) and
excluding Selling Expenses.


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           "Restricted  Securities"  shall mean Registrable  Securities that are
"restricted securities" as defined in Rule 144 under the Securities Act.

           "Securities"  shall  have the  meaning  ascribed  to such term in the
Preliminary Statements to this Agreement.

           "Securities  Act" shall mean the  Securities Act of 1933, as amended,
or  any  successor  federal  statute,  and  the  rules  and  regulations  of the
Commission thereunder, all as in effect from time to time.

           "Selling Expenses" shall mean all underwriting  discounts and selling
commissions  incurred in connection  with the sale of  securities  pursuant to a
registration effected hereunder.

           "Warrant  Shares" shall have the meaning ascribed to such term in the
Preliminary Statements to this Agreement.

           Capitalized  terms used in this  Agreement and not otherwise  defined
herein shall have the respective meanings ascribed to such terms in the Purchase
Agreements.

                                   ARTICLE II
                               REGISTRATION RIGHTS


Section 2.1          Mandatory Registration.

                     (a) The Company shall prepare and file with the  Commission
           within ninety (90) days from the date of this  Agreement (the "Filing
           Deadline") a registration statement or registration statements (as is
           necessary)  on Form SB-2 or Form S-1 covering (i) the issuance of the
           Warrant  Shares,  and  (ii)  the  resale  of all  of the  Registrable
           Securities.  Such registration statement shall initially register for
           resale at least 100% of the Common  Shares,  and the Warrant  Shares.
           The  Company  shall  use its best  efforts  to have the  registration
           statement declared effective by the Commission within one hundred and
           twenty  (120)  days  after the  Filing  Deadline  (the  "Registration
           Deadline").  The Company shall permit the  registration  statement to
           become effective within five (5) business days after receipt of a "no
           review" notice from the Commission. Such registration statement shall
           be kept current and  effective  for the greater of (i) a period of at
           least  twelve (12) months from the Closing  Date and (ii) a period of
           at least  ninety  (90) days  after the  Purchaser's  Warrant  and the
           Agent's  Warrant  shall have been fully  exercised  or expired.  If a
           registration  statement with respect to the Registrable Securities is
           not effective on the  Registration  Deadline date, the Company agrees
           to and shall pay a cash  penalty  equal to two percent (2%) per month
           of  the  aggregate  purchase  price  of the  Registrable  Securities,
           payable   monthly  and  pro-rated   for  partial   months  until  the
           registration statement is effective.

           Section  2.2  Expenses of  Registration.  All  Registration  Expenses
incurred  in  connection  with any  registration,  qualification  or  compliance
pursuant to Section 2.1 shall be borne by the Company;  and all Selling Expenses
in connection with such registration, qualification or compliance shall be borne
by the  holders of the  securities  so  registered  pro rata on the basis of the
number of shares so registered.

           Section   2.3   Registration   Procedures.   In  the   case  of  each
registration,  qualification  or compliance  effected by the Company pursuant to
this Article II, the Company will keep each Holder  advised in writing as to the
initiation of each  registration,  qualification  and  compliance  and as to the
completion thereof. At its expense, the Company will:

                     (a) prepare and file with the  Commission  such  amendments
           and  supplements  to such  registration  statement and the prospectus
           used  in  connection  with  such  registration  statement  as  may be
           necessary to comply with the  provisions of the  Securities  Act with
           respect  to  the  disposition  of  all  securities  covered  by  such
           registration statement;


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                     (b)  furnish  to the  Holders  such  numbers of copies of a
           prospectus,  including a preliminary  prospectus,  in conformity with
           the  requirement of the Securities  Act, and such other  documents as
           they  may  reasonably  request  (including  a  conformed  copy of the
           registration  statement  filed with the Commission and any amendments
           thereto and an original executed underwriting  agreement entered into
           in connection  with such  registration)  in order to  facilitate  the
           disposition of Registrable Securities owned by them;

                     (c) use  reasonable  efforts to  register  and  qualify the
           securities  covered by such  registration  statement under such other
           securities or blue sky laws of one (1)  jurisdiction  (in addition to
           those  jurisdictions  in which the Company has otherwise agreed to so
           register  and  qualify  such   securities)  as  shall  be  reasonably
           requested  by the  Holders,  provided  that the Company  shall not be
           required in connection therewith or as a condition thereto to qualify
           to do business or to file a general  consent to service of process in
           any such states or jurisdictions;

                     (d) in the event of any underwritten public offering, enter
           into and perform its obligations under an underwriting agreement with
           the   managing   underwriter(s)   of  such   offering;   each  Holder
           participating in such underwriting  shall also enter into and perform
           its obligations under such underwriting agreement;

                     (e) notify each Holder of Registrable Securities covered by
           such registration  statement,  at any time when a prospectus relating
           thereto is required to be delivered  under the Securities Act, of the
           happening of any event as a result of which the  prospectus  included
           in such registration statement, as then in effect, includes an untrue
           statement  of a  material  fact or  omits to  state a  material  fact
           required to be stated  therein or  necessary  to make the  statements
           therein  not  misleading  in  the  light  of the  circumstances  then
           existing; and

                     (f)  furnish,  at  the  request  of any  Holder  requesting
           registration of Registrable  Securities  pursuant to this Article II,
           on the date that such  Registrable  Securities  are  delivered to the
           underwriters  for sale in connection  with  registration  pursuant to
           this  Article  II,  if  such   securities   are  being  sold  through
           underwriters,  or on the date that the  registration  statement  with
           respect to such securities becomes effective,  if such securities are
           not being sold through underwriters, (i) a copy of any opinion, dated
           such date, of the counsel  representing  the Company for the purposes
           of such  registration,  addressed to the underwriters of the Company,
           and (ii) a copy of any letter,  dated such date, from the independent
           accountants  of the  Company,  addressed to the  underwriters  of the
           Company.

           Each Holder of Registrable Securities agrees that upon receipt of any
notice from the Company of the  happening of any event of the kind  described in
clause  (f)  of  this  Section  2.3,  such  Holder  will  forthwith  discontinue
disposition of Registrable  Securities  pursuant to the  registration  statement
covering such  Registrable  Securities until such Holder's receipt of the copies
of a supplemented or amended prospectus and, if so directed by the Company, such
Holder will deliver to the Company (at the Company's expense), all copies, other
than permanent file copies then in such Holder's  possession,  of the prospectus
covering such Registrable  Securities that was in effect prior to such amendment
or supplement.  In the event the Company shall give any such notice,  the period
set forth in clause (a) of this  Section  2.3 shall be extended by the number of
days during the period from and  including the date of the giving of such notice
pursuant to clause (e) of this Section 2.3 to and  including  the date when each
seller of Registrable  Securities  covered by such registration  statement shall
have received the copies of a supplemented or amended prospectus.

           Section 2.4         Indemnification.

                     (a) The Company will indemnify  each Holder,  each Holder's
           officers,  directors and partners,  and each Person  controlling such
           Holder  (collectively,  "Holder's  Parties"),  participating  in  any
           registration,  qualification, or compliance effected pursuant to this
           Article II with respect to Registrable Securities held by such Holder
           and each  underwriter,  if any,  and each  Person  who  controls  any
           underwriter,  against all claims, losses, damages and liabilities (or
           actions in respect thereof),  including any of the foregoing incurred
           in

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           settlement of any litigation,  commenced or threatened, to which they
           may become  subject  under the  Securities  Act,  the Exchange Act or
           other federal or state law, arising out of or based on (i) any untrue
           statement (or alleged untrue  statement) of a material fact contained
           in any  prospectus,  offering  circular  or  other  similar  document
           (including any related  registration  statement,  notification or the
           like) incident to any such registration, qualification or compliance,
           or based on any  omission (or alleged  omission)  to state  therein a
           material fact required to be stated  therein or necessary to make the
           statements  therein  not  misleading,  or (ii) any  violation  by the
           Company  of any  federal,  state or  common  law  rule or  regulation
           applicable to the Company in connection  with any such  registration,
           qualification  or  compliance,  and will reimburse each such Holder's
           Parties each such underwriter,  and each Person who controls any such
           underwriter, for any legal and any other expenses reasonably incurred
           in connection with  investigating or defending any such claim,  loss,
           damage,  liability or action, as incurred,  provided that the Company
           will not be  liable  in any  such  case to the  extent  that any such
           claim, loss,  damage,  liability or expense arises out of or is based
           on any untrue  statement  or  omission,  made in  reliance  on and in
           conformity with written information  furnished to the Company by such
           Holder's   Parties  or   underwriter  or  Person   controlling   such
           underwriter specifically for use in the preparation thereof.

                     (b) Each Holder will,  if  Registrable  Securities  held by
           such  Holder  are  included  in  the  securities  as  to  which  such
           registration,   qualification   or  compliance  is  being   effected,
           severally  and  not  jointly,  indemnify  the  Company,  each  of its
           directors  and  officers,  each  underwriter,  if any, of the Company
           securities covered by such a registration statement,  and each Person
           who  controls the Company or such  underwriter  within the meaning of
           the  Securities  Act,  against  all  claims,   losses,   damages  and
           liabilities (or actions in respect  thereof)  arising out of or based
           on (i) any  untrue  statement  (or  alleged  untrue  statement)  of a
           material  fact   contained  in  any  such   registration   statement,
           prospectus,  offering  circular  or other  similar  document,  or any
           omission  (or  alleged  omission)  to state  therein a material  fact
           required to be stated  therein or  necessary  to make the  statements
           therein  not  misleading,   and  will  reimburse  the  Company,  such
           directors, officers, Persons, underwriters or control Persons for any
           legal or any other expenses  reasonably  incurred in connection  with
           investigating or defending any such claim, loss, damage, liability or
           action,  as  incurred,  in each case to the  extent,  but only to the
           extent,  that such untrue statement (or alleged untrue  statement) or
           omission  (or  alleged   omission)  is  made  in  such   registration
           statement,   prospectus,  offering  circular  or  other  document  in
           reliance  upon  and  in  conformity  with  the  written   information
           furnished to the Company by such Holder  specifically  for use in the
           preparation  thereof, or (ii) any violation by any such Holder of any
           federal,  state or common law rule or  regulation  applicable to such
           Holder in connection with the distribution of securities  pursuant to
           a  registration  statement,  and will  reimburse  the  Company,  such
           Holders, such directors,  officers, Persons,  underwriters or control
           Persons  for any legal  any other  expenses  reasonably  incurred  in
           connection  with  investigating  or defending  any such claim,  loss,
           damage,  liability, or action, as incurred;  provided,  however, that
           the obligations of each such Holder  hereunder shall be limited to an
           amount  equal to the  aggregate  proceeds  received by such Holder in
           such offering.

                     (c) Each  party  entitled  to  indemnification  under  this
           Section 2.4 (the "Indemnified  Party") shall give notice to the party
           required  to  provide   indemnification  (the  "Indemnifying  Party")
           promptly after such Indemnified  Party has received written notice of
           any claim as to which  indemnity may be sought,  and shall permit the
           Indemnifying  Party to assume  the  defense  of any such claim or any
           litigation  resulting  therefrom,   provided  that  counsel  for  the
           Indemnifying  Party,  who shall  conduct the defense of such claim or
           litigation,  shall  be  approved  by  the  Indemnified  Party  (whose
           approval shall not unreasonably be withheld).  The Indemnified  Party
           may  participate in such defense at such party's  expense;  provided,
           however,  that the Indemnifying  Party shall bear the expense of such
           defense  of  one  counsel   representing  the  Indemnified  Party  if
           representation   of  both  parties  by  the  same  counsel  would  be
           inappropriate due to actual or potential  conflicts of interest.  The
           failure of any  Indemnified  Party to give notice as provided  herein
           shall not relieve the  Indemnifying  Party of its  obligations  under
           this  Section  2.4,  except to the extent such failure to give notice
           shall materially and adversely  prejudice the  Indemnifying  Party in
           the defense of any such claim or any such litigation. No Indemnifying
           Party, in the defense of any such claim or litigation,  shall, except
           with the consent of each Indemnified  Party,  consent to entry of any
           judgment or enter into any settlement that

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           does not include as an  unconditional  term thereof the giving by the
           claimant or plaintiff to such Indemnified Party of a release from all
           liability in respect to such claim or litigation.

                     (d) (i) If the indemnification provided for in this Section
                     2.4 is held  by a court  of  competent  jurisdiction  to be
                     unavailable  to an  Indemnified  Party with  respect to any
                     loss,  liability,  claim,  damage or  expense  referred  to
                     herein,   then  the  Indemnifying   Party  hereunder  shall
                     contribute   to  the   amount   paid  or  payable  by  such
                     Indemnified  Party as a  result  of such  loss,  liability,
                     claim,   damage  or  expense,  in  such  proportion  as  is
                     appropriate   to  reflect   the   relative   fault  of  the
                     Indemnifying  Party  on the one  hand  and the  Indemnified
                     Party on the other hand in connection  with the  statements
                     or omissions which resulted in such loss, liability, claim,
                     damage or expense as well as any other  relevant  equitable
                     considerations.  The  relative  fault  of the  Indemnifying
                     Party and of the  Indemnified  Party shall be determined by
                     reference  to,  among other  things,  whether the untrue or
                     alleged untrue statement of a material fact or the omission
                     to state a material fact relates to information supplied by
                     the Indemnifying  Party or by the Indemnified Party and the
                     parties' relevant intent, knowledge,  access to information
                     and  opportunities  to correct or prevent such statement or
                     omission.

                               (ii) The parties  agree that it would not be just
                     and equitable if contribution  pursuant to this Section 2.4
                     were  determined  by pro rata  allocation  or by any  other
                     method  of  allocation  that does not take  account  of the
                     equitable considerations referred to above. The amount paid
                     or  payable  by an  Indemnified  Party as a  result  of the
                     claims,  losses,  damages and liabilities referred to above
                     shall be deemed to include,  subject to the limitations set
                     forth  above,  any  legal  or  other  expenses   reasonably
                     incurred  by such  Indemnified  Party  in  connection  with
                     investigating or defending any such action or claim.

                               (iii) No Holder  that is a seller of  Registrable
                     Stock  covered  by such  registration  statement  or Person
                     controlling  such seller  other than the  Company  shall be
                     obligated  to  make  contribution  hereunder  that  in  the
                     aggregate  exceeds the total public  offering  price of the
                     Registrable  Stock sold by such Holder,  less the aggregate
                     amount of any damages that such Holder and its  controlling
                     Persons  have  otherwise  been  required to pay pursuant to
                     this  Section  2.4.  The  obligations  of such  Holders  to
                     contribute  are several in proportion  to their  respective
                     ownership of the  securities  covered by such  registration
                     statement and not joint.

                               (iv)  The  indemnity  and  contribution  provided
                     herein  shall be in  addition  to,  and not in lieu of, any
                     other liability that one party may have to another.

           Section  2.5  Information  by  Holder.  Each  Holder  of  Registrable
Securities  included  in any  registration  shall  furnish to the  Company  such
information  regarding such Holder and the distribution  proposed by such Holder
as the Company  may  request in writing  and as shall be required in  connection
with any registration,  qualification or compliance  referred to in this Article
II.
           Section 2.6 Rule 144  Reporting  With a view to making  available the
benefits of certain rules and regulations of the Commission that may at any time
permit the sale of the Restricted Securities to the public without registration,
the Company agrees to:

                     (a) use its  best  efforts  to  facilitate  the sale of the
           Restricted  Securities to the public without  registration  under the
           Securities Act, pursuant to Rule 144 under the Securities Act;

                     (b) make and keep public  information  available,  as those
           terms are  understood  and  defined in Rule 144 under the  Securities
           Act, at all times after the effective date of the first  registration
           statement  filed by the Company for an offering of its  securities to
           the general public;


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                     (c) file with the Commission in a timely manner all reports
           and other documents  required of the Company under the Securities Act
           and the Exchange Act (at any time after it has become subject to such
           reporting requirements); and

                     (d) so long as a Holder owns any  Restricted  Securities to
           furnish to the Holder  forthwith upon request a written  statement by
           the  Company  as  to  its  compliance  with  the  public  information
           requirements of said Rule 144, and the reporting  requirements of the
           Securities Act and the Exchange Act, a copy of the most recent annual
           or  quarterly  report of the  Company,  and such  other  reports  and
           documents so filed by the Company as a Holder may reasonably  request
           in  availing  itself  of any  rule or  regulation  of the  Commission
           allowing a Holder to sell any such securities without registration.

           Section 2.7 Transfer of Registration  Rights The rights granted under
this  Article  II may be  assigned  or  otherwise  conveyed  by  any  Holder  of
Registrable  Securities  to any  transferee,  subject  to  compliance  with  all
applicable securities laws and regulations.


           Section 2.8  Certain  Limitations in Connection with Future Grants of
Registration Rights.

           From and after the date of this Agreement,  without the prior written
consent of the Holders of a majority of the Registrable Securities,  the Company
shall not enter into any agreement with any holder or prospective  holder of any
securities  of the  Company  providing  for  the  granting  to  such  holder  of
registration  rights that would be superior to those granted to Holders pursuant
to Section 2.1.

           Section 2.9  Restrictions  on Market  Manipulation.  In the event any
shares of Common Stock are offered or sold by any Holder in a registration, each
such Holder will:

                     (a)  advise the  Company  in writing of any offer,  sale or
           other  disposition by it of any Common Stock in any manner other than
           as set forth in the registration statement or any prospectus included
           therein  on or for the  30-day  period  prior to the  filing  of such
           registration  statement until the distribution under the registration
           statement has been completed;

                     (b)  not  effect  any  stabilization activity in connection
           with the Company's Common Stock;

                     (c)  not bid or purchase, for any account in which it has a
           beneficial interest, any  Common  Stock  except  as  may be permitted
           pursuant to Rule 10b-6 under the Exchange Act (if applicable);

                     (d) not  until  it has sold all of such  shares  of  Common
           Stock,  attempt  to induce any Person to  purchase  any Common  Stock
           except as may be permitted pursuant to Rule 10b-6; and

                     (e) not until it has sold all such shares of Common  Stock,
           pay  any  compensation   for  soliciting   another  to  purchase  any
           securities  of the Company,  except as may be  permitted  pursuant to
           Rule 10b-6.

                                   ARTICLE III
                                  MISCELLANEOUS

           Section 3.1 Governing  Law;  Jurisdiction  and Venue.  This Agreement
shall be governed by and interpreted in accordance with the laws of the State of
Florida;  provided,  however,  that  if  any  provision  of  this  Agreement  is
unenforceable  under the laws of the State of Florida,  but is enforceable under
the laws of the  Province  of  Ontario,  Canada,  then such  provision  shall be
governed  by and  interpreted  in  accordance  with the laws of the  Province of
Ontario.  The parties agree that the courts of the Province of Ontario,  Canada,
shall have exclusive  jurisdiction  and venue for the  adjudication of any civil
action  between  them  arising  out of relating  to this  Agreement,  and hereby
irrevocably consent to such jurisdiction and venue.


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           Section 3.2 Successors and  Assignees.  Except as otherwise  provided
herein,  the  provisions  hereof  shall  inure to the benefit of, and be binding
upon, the successors,  assignees,  heirs,  executors and  administrators (as the
case may be) of the parties hereto.

           Section 3.3  Entire  Agreement.  This  Agreement constitutes the full
and entire understanding and  agreement  between  the parties with regard to the
subject matter hereof.

           Section  3.4  Notices,  etc.  All  notices  and other  communications
required or permitted  hereunder shall be in writing and shall be effective four
days after mailed by first-class mail, postage prepaid,  or otherwise  delivered
by hand or by messenger,  addressed (a) if to the Purchaser,  at Edificio Marina
Marbella,  6  B,  Avenida  Severo  Ochoa  28,  29600  Marbella,  Malaga,  Spain,
Attention:  Jan Telander,  Director;  (b) if to any other Holder of  Registrable
Securities,  at such address as such Holder shall have  furnished the Company in
writing, or, until any such Holder so furnishes an address to the Company,  then
to and at the address of the last Holder of such Registrable  Securities who has
so  furnished  an  address  to the  Company;  or (c) if to the  Company,  at 181
Whitehall Drive, Markham, ON, Canada L3R 9T1, Attention: Terry Cooke, President.

           Section 3.5 Delays or Omissions. No delay or omission to exercise any
right,  power or remedy  accruing to any Holder of any  Registrable  Securities,
upon any breach or default of the Company under this Agreement, shall impair any
such  right,  power or remedy of such Holder nor shall it be  construed  to be a
waiver of any such breach or default or an acquiescence  therein or of or in any
similar  breach or  default  thereunder  occurring  nor shall any  waiver of any
single  breach or  default  be deemed a waiver  of any other  breach or  default
theretofore or thereafter occurring.  Any waiver, permit, consent or approval of
any kind or character  on the part of any Holder of any breach or default  under
this  Agreement  or any  waiver on the part of any Holder of any  provisions  or
conditions of this  Agreement  must be in writing and shall be effective only to
the extent  specifically set forth in such writing.  All remedies,  either under
this Agreement or by law or otherwise afforded to any Holder shall be cumulative
and not alternative.

           Section  3.6  Counterparts.  This  Agreement  may be  executed in any
number of  counterparts,  each of which may be  executed by less than all of the
parties hereto,  each of which shall be enforceable against the parties actually
executing  such  counterparts  and all of which  together  shall  constitute one
instrument.

           Section  3.7  Severability.  In  the  event  any  provision  of  this
Agreement shall be invalid, illegal or unenforceable, the validity, legality and
enforceability  of the remaining  provisions shall not in any way be affected or
impaired thereby.

           Section 3.8  Amendments.  The  provisions  of this  Agreement  may be
amended at any time and from time to time,  and  particular  provisions  of this
Agreement may be waived,  with and only with, an agreement or consent in writing
signed by the  Company  and by the  Holders  of a  majority  of the  Registrable
Securities voting as a single class.

           The parties have executed this  Registration  Rights  Agreement as of
the date first written above.



                                     Power Kiosks, Inc


                                     By: /s/ Terry Cooke
                                     Name: Terry Cooke
                                     Title: President


                                     EIG Capital Investments Ltd., ((as agent))


                                     By: /s/ Jan Telander
                                     Name: Jan Telander
                                     Title: Director

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