Filed by Automated Filing Services Inc. (604) 609-0244 - EYI Industries, Inc. - Exhibit 10.31






INVESTOR REGISTRATION RIGHTS AGREEMENT

                THIS
  REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June
  22, 2004, by and among EYI INDUSTRIES, INC., a Nevada corporation, with
  its principal office located at 3960 Howard Hughes Parkway, Suite 500, Las Vegas,
  Nevada, 89109 (the "Company"), and the undersigned investors (each, an
  "Investor" and collectively, the "Investors"). 

               WHEREAS:

                A.               
  In connection with the Securities Purchase Agreement by and among the parties
  hereto of even date herewith (the "Securities Purchase Agreement"),
  the Company has agreed, upon the terms and subject to the conditions of the
  Securities Purchase Agreement, to issue and sell to the Investors secured convertible
  debentures (the "Convertible Debentures") which shall be convertible
  into that number of shares of the Company's common stock, par value US$0.001
  per share (the "Common Stock"), pursuant to the terms of the Securities
  Purchase Agreement for an aggregate purchase price of up to Five Hundred Thousand
  U.S. Dollars ($500,000). Capitalized terms not defined herein shall have the
  meaning ascribed to them in the Securities Purchase Agreement. 

                B.               To
  induce the Investors to execute and deliver the Securities Purchase Agreement,
  the Company has agreed to provide certain registration rights under the Securities
  Act of 1933, as amended, and the rules and regulations there under, or any similar
  successor statute (collectively, the "1933 Act"), and applicable state
  securities laws. 

                NOW,
  THEREFORE, in consideration of the premises and the mutual covenants contained
  herein and other good and valuable consideration, the receipt and sufficiency
  of which are hereby acknowledged, the Company and the Investors hereby agree
  as follows: 

               1.               
  DEFINITIONS.

                As
  used in this Agreement, the following terms shall have the following meanings:

                                  (a)               "Person"
  means a corporation, a limited liability company, an association, a partnership,
  an organization, a business, an individual, a governmental or political subdivision
  thereof or a governmental agency. 

                                  (b)
                "Register,"
  "registered," and "registration" refer to a registration effected
  by preparing and filing one or more Registration Statements (as defined below)
  in compliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act
  or any successor rule providing for offering securities on a continuous or delayed
  basis ("Rule 415"), and the declaration or ordering of effectiveness
  of such Registration Statement(s) by the United States Securities and Exchange
  SEC (the "SEC"). 

                                  (c)               
  "Registrable Securities" means the shares of Common Stock issuable to
  Investors upon conversion of the Convertible Debentures pursuant to the Securities
  Purchase








Agreement and the Investor's Shares, as this term is defined in the Standby Equity Distribution Agreement dated the date hereof. 

                                  (d)               
  "Registration Statement" means a registration statement under the 1933
  Act which covers the Registrable Securities. 

                2.               
  REGISTRATION. 

                                  (a)
                 Subject
  to the terms and conditions of this Agreement, the Company shall prepare and
  file, no later than thirty (30) days from the date hereof (the "Scheduled
  Filing Deadline"), with the SEC a registration statement on Form
  S-1 or SB-2 (or, if the Company is then eligible, on Form S-3) under the 1933
  Act (the "Initial Registration Statement") for the registration for the
  resale by all Investors who purchased Convertible Debentures pursuant to the
  Securities Purchase Agreement 8,352,823 shares of Common Stock to be issued
  upon conversion of the Convertible Debentures issued pursuant to the Securities
  Purchase Agreement and the Investor's Shares. The Company shall cause the Registration
  Statement to remain effective until all of the Registrable Securities have been
  sold. Prior to the filing of the Registration Statement with the SEC, the Company
  shall furnish a copy of the Initial Registration Statement to the Investors
  and Butler Gonzalez LLP for their review and comment. The Investors and Butler
  Gonzalez LLP shall furnish comments on the Initial Registration Statement to
  the Company within twenty-four (24) hours of the receipt thereof from the Company.


                                  (b)               
  Effectiveness of the Initial Registration Statement. The Company shall
  use its best efforts (i) to have the Initial Registration Statement declared
  effective by the SEC no later than ninety (90) days after the date of filing
  of the Initial Registration Statement (the "Scheduled Effective Deadline")
  and (ii) to insure that the Initial Registration Statement and any subsequent
  Registration Statement remains in effect until all of the Registrable Securities
  have been sold, subject to the terms and conditions of this Agreement.

                                  (c)               
  Failure to File or Obtain Effectiveness of the Registration Statement.
  In the event the Registration Statement is not filed by the Scheduled Filing
  Deadline or is not declared effective by the SEC on or before the Scheduled
  Effective Date, or if after the Registration Statement has been declared effective
  by the SEC, sales cannot be made pursuant to the Registration Statement (whether
  because of a failure to keep the Registration Statement effective, failure to
  disclose such information as is necessary for sales to be made pursuant to the
  Registration Statement, failure to register sufficient shares of Common Stock
  or otherwise then as partial relief for the damages to any holder of Registrable
  Securities by reason of any such delay in or reduction of its ability to sell
  the underlying shares of Common Stock (which remedy shall not be exclusive of
  any other remedies at law or in equity), the Company will pay as liquidated
  damages (the "Liquidated Damages") to the holder, at the holder's option,
  either a cash amount or shares of the Company's Common Stock within three (3)
  business days, after demand therefore, equal to two percent (2%) of the liquidated
  value of the Convertible Debentures outstanding as Liquidated Damages for each
  thirty (30) day period after the Scheduled Filing Deadline or the Scheduled
  Effective Date as the case may be. 

                                  (d)               Liquidated
  Damages. The Company and the Investor hereto acknowledge and agree that
  the sums payable under subsection 2(c) above shall constitute liquidated damages

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 and not penalties and are in addition to all other rights
  of the Investor, including the right to call a default. The parties further
  acknowledge that (i) the amount of loss or damages likely to be incurred is
  incapable or is difficult to precisely estimate, (ii) the amounts specified
  in such subsections bear a reasonable relationship to, and are not plainly or
  grossly disproportionate to, the probable loss likely to be incurred in connection
  with any failure by the Company to obtain or maintain the effectiveness of a
  Registration Statement, (iii) one of the reasons for the Company and the Investor
  reaching an agreement as to such amounts was the uncertainty and cost of litigation
  regarding the question of actual damages, and (iv) the Company and the Investor
  are sophisticated business parties and have been represented by sophisticated
  and able legal counsel and negotiated this Agreement at arm's length.

                3.               
  RELATED OBLIGATIONS. 

                                  (a)               
  The Company shall keep the Registration Statement effective pursuant to Rule
  415 at all times until the date on which the Investor shall have sold all the
  Registrable Securities covered by such Registration Statement (the "Registration
  Period"), which Registration Statement (including any amendments or supplements
  thereto and prospectuses contained therein) shall not contain any 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 in
  which they were made, not misleading. 

                                  (b)               
  The Company shall prepare and file with the SEC such amendments (including post-effective
  amendments) and supplements to a Registration Statement and the prospectus used
  in connection with such Registration Statement, which prospectus is to be filed
  pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to
  keep such Registration Statement effective at all times during the Registration
  Period, and, during such period, comply with the provisions of the 1933 Act
  with respect to the disposition of all Registrable Securities of the Company
  covered by such Registration Statement until such time as all of such Registrable
  Securities shall have been disposed of in accordance with the intended methods
  of disposition by the seller or sellers thereof as set forth in such Registration
  Statement. In the case of amendments and supplements to a Registration Statement
  which are required to be filed pursuant to this Agreement (including pursuant
  to this Section 3(b)) by reason of the Company's filing a report on Form 10-KSB,
  Form 10-QSB or Form 8-K or any analogous report under the Securities Exchange
  Act of 1934, as amended (the "1934 Act"), the Company shall incorporate
  such report by reference into the Registration Statement, if applicable, or
  shall file such amendments or supplements with the SEC on the same day on which
  the 1934 Act report is filed which created the requirement for the Company to
  amend or supplement the Registration Statement.

                                 (c)
                 The
  Company shall furnish to each Investor whose Registrable Securities are included
  in any Registration Statement, without charge, (i) at least one (1) copy of
  such Registration Statement as declared effective by the SEC and any amendment(s)
  thereto, including financial statements and schedules, all documents incorporated
  therein by reference, all exhibits and each preliminary prospectus, (ii) ten
  (10) copies of the final prospectus included in such Registration Statement
  and all amendments and supplements thereto (or such other number of copies as
  such Investor may reasonably request) and (iii) such other documents as such

 3








 Investor may reasonably request from time to time in order
  to facilitate the disposition of the Registrable Securities owned by such Investor.


                                  (d)
                 The
  Company shall use its best efforts to (i) register and qualify the Registrable
  Securities covered by a Registration Statement under such other securities or
  "blue sky" laws of such jurisdictions in the United States as any Investor reasonably
  requests, (ii) prepare and file in those jurisdictions, such amendments (including
  post-effective amendments) and supplements to such registrations and qualifications
  as may be necessary to maintain the effectiveness thereof during the Registration
  Period, (iii) take such other actions as may be necessary to maintain such registrations
  and qualifications in effect at all times during the Registration Period, and
  (iv) take all other actions reasonably necessary or advisable to qualify the
  Registrable Securities for sale in such jurisdictions; provided, however, that
  the Company shall not be required in connection therewith or as a condition
  thereto to (w) make any change to its certificate of incorporation or by-laws,
  (x) qualify to do business in any jurisdiction where it would not otherwise
  be required to qualify but for this Section 3(d), (y) subject itself to general
  taxation in any such jurisdiction, or (z) file a general consent to service
  of process in any such jurisdiction. The Company shall promptly notify each
  Investor who holds Registrable Securities of the receipt by the Company of any
  notification with respect to the suspension of the registration or qualification
  of any of the Registrable Securities for sale under the securities or "blue
  sky" laws of any jurisdiction in the United States or its receipt of actual
  notice of the initiation or threat of any proceeding for such purpose. 

                                  (e)               
  As promptly as practicable after becoming aware of such event or development,
  the Company shall notify each Investor in writing of the happening of any event
  as a result of which the prospectus included in a Registration Statement, as
  then in effect, includes an untrue statement of a material fact or omission
  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 (provided that in no event shall such notice contain any
  material, nonpublic information), and promptly prepare a supplement or amendment
  to such Registration Statement to correct such untrue statement or omission,
  and deliver ten (10) copies of such supplement or amendment to each Investor.
  The Company shall also promptly notify each Investor in writing (i) when a prospectus
  or any prospectus supplement or post-effective amendment has been filed, and
  when a Registration Statement or any post-effective amendment has become effective
  (notification of such effectiveness shall be delivered to each Investor by facsimile
  on the same day of such effectiveness), (ii) of any request by the SEC for amendments
  or supplements to a Registration Statement or related prospectus or related
  information, and (iii) of the Company's reasonable determination that a post-effective
  amendment to a Registration Statement would be appropriate. 

                                  (f)
                 The
  Company shall use its best efforts to prevent the issuance of any stop order
  or other suspension of effectiveness of a Registration Statement, or the suspension
  of the qualification of any of the Registrable Securities for sale in any jurisdiction
  within the United States of America and, if such an order or suspension is issued,
  to obtain the withdrawal of such order or suspension at the earliest possible
  moment and to notify each Investor who holds Registrable Securities being sold
  of the issuance of such order and the resolution thereof or its receipt of actual
  notice of the initiation or threat of any proceeding for such purpose. 

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                                  (g)
                 At
  the reasonable request of any Investor, the Company shall furnish to such Investor,
  on the date of the effectiveness of the Registration Statement and thereafter
  from time to time on such dates as an Investor may reasonably request (i) a
  letter, dated such date, from the Company's independent certified public accountants
  in form and substance as is customarily given by independent certified public
  accountants to underwriters in an underwritten public offering, and (ii) an
  opinion, dated as of such date, of counsel representing the Company for purposes
  of such Registration Statement, in form, scope and substance as is customarily
  given in an underwritten public offering, addressed to the Investors. 

                                  (h)
                 The
  Company shall make available for inspection by (i) any Investor and (ii) one
  (1) firm of accountants or other agents retained by the Investors (collectively,
  the "Inspectors") all pertinent financial and other records, and pertinent
  corporate documents and properties of the Company (collectively, the "Records"),
  as shall be reasonably deemed necessary by each Inspector, and cause the Company's
  officers, directors and employees to supply all information which any Inspector
  may reasonably request; provided, however, that each Inspector shall agree,
  and each Investor hereby agrees, to hold in strict confidence and shall not
  make any disclosure (except to an Investor) or use any Record or other information
  which the Company determines in good faith to be confidential, and of which
  determination the Inspectors are so notified, unless (a) the disclosure of such
  Records is necessary to avoid or correct a misstatement or omission in any Registration
  Statement or is otherwise required under the 1933 Act, (b) the release of such
  Records is ordered pursuant to a final, non-appealable subpoena or order from
  a court or government body of competent jurisdiction, or (c) the information
  in such Records has been made generally available to the public other than by
  disclosure in violation of this or any other agreement of which the Inspector
  and the Investor has knowledge. Each Investor agrees that it shall, upon learning
  that disclosure of such Records is sought in or by a court or governmental body
  of competent jurisdiction or through other means, give prompt notice to the
  Company and allow the Company, at its expense, to undertake appropriate action
  to prevent disclosure of, or to obtain a protective order for, the Records deemed
  confidential. 

                                  (i)
                 The
  Company shall hold in confidence and not make any disclosure of information
  concerning an Investor provided to the Company unless (i) disclosure of such
  information is necessary to comply with federal or state securities laws, (ii)
  the disclosure of such information is necessary to avoid or correct a misstatement
  or omission in any Registration Statement, (iii) the release of such information
  is ordered pursuant to a subpoena or other final, non-appealable order from
  a court or governmental body of competent jurisdiction, or (iv) such information
  has been made generally available to the public other than by disclosure in
  violation of this Agreement or any other agreement. The Company agrees that
  it shall, upon learning that disclosure of such information concerning an Investor
  is sought in or by a court or governmental body of competent jurisdiction or
  through other means, give prompt written notice to such Investor and allow such
  Investor, at the Investor's expense, to undertake appropriate action to prevent
  disclosure of, or to obtain a protective order for, such information. 

                                  (j)
                 The
  Company shall use its best efforts either to cause all the Registrable Securities
  covered by a Registration Statement

                                                   
  (i)                to
  be listed on each securities exchange on which securities of the same class
  or series issued by the Company are then listed, if any, if the listing of such
  Registrable Securities is then permitted under the rules of such exchange or

 5





                                                    
  (ii)               
  the inclusion for quotation on the National Association of Securities Dealers,
  Inc. OTC Bulletin Board for such Registrable Securities. The Company shall pay
  all fees and expenses in connection with satisfying its obligation under this
  Section 3(j). 

                                  (k)
                 The
  Company shall cooperate with the Investors who hold Registrable Securities being
  offered and, to the extent applicable, to facilitate the timely preparation
  and delivery of certificates (not bearing any restrictive legend) representing
  the Registrable Securities to be offered pursuant to a Registration Statement
  and enable such certificates to be in such denominations or amounts, as the
  case may be, as the Investors may reasonably request and registered in such
  names as the Investors may request. 

                                  (l)
                 The
  Company shall use its best efforts to cause the Registrable Securities covered
  by the applicable Registration Statement to be registered with or approved by
  such other governmental agencies or authorities as may be necessary to consummate
  the disposition of such Registrable Securities. 

                                  (m)               
  The Company shall make generally available to its security holders as soon as
  practical, but not later than ninety (90) days after the close of the period
  covered thereby, an earnings statement (in form complying with the provisions
  of Rule 158 under the 1933 Act) covering a twelve (12) month period beginning
  not later than the first day of the Company's fiscal quarter next following
  the effective date of the Registration Statement. 

                                  (n)
                 The
  Company shall otherwise use its best efforts to comply with all applicable rules
  and regulations of the SEC in connection with any registration hereunder. 

                                  (o)
                 Within
  two (2) business days after a Registration Statement which covers Registrable
  Securities is declared effective by the SEC, the Company shall deliver, and
  shall cause legal counsel for the Company to deliver, to the transfer agent
  for such Registrable Securities (with copies to the Investors whose Registrable
  Securities are included in such Registration Statement) confirmation that such
  Registration Statement has been declared effective by the SEC in the form attached
  hereto as Exhibit A. 

                                  (p)               
  The Company shall take all other reasonable actions necessary to expedite and
  facilitate disposition by the Investors of Registrable Securities pursuant to
  a Registration Statement. 

               4.               
OBLIGATIONS OF THE INVESTORS.

                Each
  Investor agrees that, upon receipt of any notice from the Company of the happening
  of any event of the kind described in Section 3(f) or the first sentence of
  3(e), such Investor will immediately discontinue disposition of Registrable
  Securities pursuant to any Registration Statement(s) covering such Registrable
  Securities until such Investor's receipt of the copies of the supplemented or
  amended prospectus contemplated by Section 3(e) or receipt of notice that no
  supplement or amendment is required. Notwithstanding anything to the contrary,
  the Company shall cause its transfer agent to deliver unlegended certificates
  for shares of Common Stock to a transferee of an Investor in accordance with
  the terms of the Securities Purchase Agreement in connection with any sale of
  Registrable Securities with respect to which an Investor has entered into a
  contract for sale prior to the Investor's receipt of a notice from the

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Company of the happening of any event of the kind described in Section 3(f) or the first sentence of 3(e) and for which the Investor has not yet settled. 

                5.               
  EXPENSES OF REGISTRATION. 

                All
  expenses incurred in connection with registrations, filings or qualifications
  pursuant to Sections 2 and 3, including, without limitation, all registration,
  listing and qualifications fees, printers, legal and accounting fees shall be
  paid by the Company.

                6.               
  INDEMNIFICATION. 

                With
  respect to Registrable Securities which are included in a Registration Statement
  under this Agreement: 

                                  (a)
                 To
  the fullest extent permitted by law, the Company will, and hereby does, indemnify,
  hold harmless and defend each Investor, the directors, officers, partners, employees,
  agents, representatives of, and each Person, if any, who controls any Investor
  within the meaning of the 1933 Act or the 1934 Act (each, an "Indemnified
  Person"), against any losses, claims, damages, liabilities, judgments, fines,
  penalties, charges, costs, reasonable attorneys' fees, amounts paid in settlement
  or expenses, joint or several (collectively, "Claims") incurred in investigating,
  preparing or defending any action, claim, suit, inquiry, proceeding, investigation
  or appeal taken from the foregoing by or before any court or governmental, administrative
  or other regulatory agency, body or the SEC, whether pending or threatened,
  whether or not an indemnified party is or may be a party thereto ("Indemnified
  Damages"), to which any of them may become subject insofar as such Claims
  (or actions or proceedings, whether commenced or threatened, in respect thereof)
  arise out of or are based upon: (i) any untrue statement or alleged untrue statement
  of a material fact in a Registration Statement or any post-effective amendment
  thereto or in any filing made in connection with the qualification of the offering
  under the securities or other "blue sky" laws of any jurisdiction in which Registrable
  Securities are offered ("Blue Sky Filing"), or the omission or alleged
  omission to state a material fact required to be stated therein or necessary
  to make the statements therein not misleading; (ii) any untrue statement or
  alleged untrue statement of a material fact contained in any final prospectus
  (as amended or supplemented, if the Company files any amendment thereof or supplement
  thereto with the SEC) or the omission or alleged omission to state therein any
  material fact necessary to make the statements made therein, in light of the
  circumstances under which the statements therein were made, not misleading;
  or (iii) any violation or alleged violation by the Company of the 1933 Act,
  the 1934 Act, any other law, including, without limitation, any state securities
  law, or any rule or regulation there under relating to the offer or sale of
  the Registrable Securities pursuant to a Registration Statement (the matters
  in the foregoing clauses (i) through (iii) being, collectively, "Violations").
  The Company shall reimburse the Investors and each such controlling person promptly
  as such expenses are incurred and are due and payable, for any legal fees or
  disbursements or other reasonable expenses incurred by them in connection with
  investigating or defending any such Claim. Notwithstanding anything to the contrary
  contained herein, the indemnification agreement contained in this Section 6(a):
  (x) shall not apply to a Claim by an Indemnified Person arising out of or based
  upon a Violation which occurs in reliance upon and in conformity with information
  furnished in writing to the Company by such Indemnified Person expressly for
  use in connection with the preparation of the Registration

 7








 Statement or any such amendment thereof or supplement thereto;
  (y) shall not be available to the extent such Claim is based on a failure of
  the Investor to deliver or to cause to be delivered the prospectus made available
  by the Company, if such prospectus was timely made available by the Company
  pursuant to Section 3(c); and (z) shall not apply to amounts paid in settlement
  of any Claim if such settlement is effected without the prior written consent
  of the Company, which consent shall not be unreasonably withheld. Such indemnity
  shall remain in full force and effect regardless of any investigation made by
  or on behalf of the Indemnified Person and shall survive the transfer of the
  Registrable Securities by the Investors pursuant to Section 9 hereof. 

                                  (b)               
  In connection with a Registration Statement, each Investor agrees to severally
  and not jointly indemnify, hold harmless and defend, to the same extent and
  in the same manner as is set forth in Section 6(a), the Company, each of its
  directors, each of its officers, employees, representatives, or agents and each
  Person, if any, who controls the Company within the meaning of the 1933 Act
  or the 1934 Act (each an "Indemnified Party"), against any Claim or Indemnified
  Damages to which any of them may become subject, under the 1933 Act, the 1934
  Act or otherwise, insofar as such Claim or Indemnified Damages arise out of
  or is based upon any Violation, in each case to the extent, and only to the
  extent, that such Violation occurs in reliance upon and in conformity with written
  information furnished to the Company by such Investor expressly for use in connection
  with such Registration Statement; and, subject to Section 6(d), such Investor
  will reimburse any legal or other expenses reasonably incurred by them in connection
  with investigating or defending any such Claim; provided, however, that the
  indemnity agreement contained in this Section 6(b) and the agreement with respect
  to contribution contained in Section 7 shall not apply to amounts paid in settlement
  of any Claim if such settlement is effected without the prior written consent
  of such Investor, which consent shall not be unreasonably withheld; provided,
  further, however, that the Investor shall be liable under this Section 6(b)
  for only that amount of a Claim or Indemnified Damages as does not exceed the
  net proceeds to such Investor as a result of the sale of Registrable Securities
  pursuant to such Registration Statement. Such indemnity shall remain in full
  force and effect regardless of any investigation made by or on behalf of such
  Indemnified Party and shall survive the transfer of the Registrable Securities
  by the Investors pursuant to Section 9. Notwithstanding anything to the contrary
  contained herein, the indemnification agreement contained in this Section 6(b)
  with respect to any prospectus shall not inure to the benefit of any Indemnified
  Party if the untrue statement or omission of material fact contained in the
  prospectus was corrected and such new prospectus was delivered to each Investor
  prior to such Investor's use of the prospectus to which the Claim relates. 

                                  (c)               
  Promptly after receipt by an Indemnified Person or Indemnified Party under this
  Section 6 of notice of the commencement of any action or proceeding (including
  any governmental action or proceeding) involving a Claim, such Indemnified Person
  or Indemnified Party shall, if a Claim in respect thereof is to be made against
  any indemnifying party under this Section 6, deliver to the indemnifying party
  a written notice of the commencement thereof, and the indemnifying party shall
  have the right to participate in, and, to the extent the indemnifying party
  so desires, jointly with any other indemnifying party similarly noticed, to
  assume control of the defense thereof with counsel mutually satisfactory to
  the indemnifying party and the Indemnified Person or the Indemnified Party,
  as the case may be; provided, however, that an Indemnified Person or Indemnified
  Party shall have the right to retain its own counsel with the fees and expenses
  of not more than one (1) counsel for such Indemnified Person or Indemnified

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 Party to be paid by the indemnifying party, if, in the reasonable
  opinion of counsel retained by the indemnifying party, the representation by
  such counsel of the Indemnified Person or Indemnified Party and the indemnifying
  party would be inappropriate due to actual or potential differing interests
  between such Indemnified Person or Indemnified Party and any other party represented
  by such counsel in such proceeding. The Indemnified Party or Indemnified Person
  shall cooperate fully with the indemnifying party in connection with any negotiation
  or defense of any such action or claim by the indemnifying party and shall furnish
  to the indemnifying party all information reasonably available to the Indemnified
  Party or Indemnified Person which relates to such action or claim. The indemnifying
  party shall keep the Indemnified Party or Indemnified Person fully apprised
  at all times as to the status of the defense or any settlement negotiations
  with respect thereto. No indemnifying party shall be liable for any settlement
  of any action, claim or proceeding effected without its prior written consent;
  provided, however, that the indemnifying party shall not unreasonably withhold,
  delay or condition its consent. No indemnifying party shall, without the prior
  written consent of the Indemnified Party or Indemnified Person, consent to entry
  of any judgment or enter into any settlement or other compromise which does
  not include as an unconditional term thereof the giving by the claimant or plaintiff
  to such Indemnified Party or Indemnified Person of a release from all liability
  in respect to such claim or litigation. Following indemnification as provided
  for hereunder, the indemnifying party shall be subrogated to all rights of the
  Indemnified Party or Indemnified Person with respect to all third parties, firms
  or corporations relating to the matter for which indemnification has been made.
  The failure to deliver written notice to the indemnifying party within a reasonable
  time of the commencement of any such action shall not relieve such indemnifying
  party of any liability to the Indemnified Person or Indemnified Party under
  this Section 6, except to the extent that the indemnifying party is prejudiced
  in its ability to defend such action. 

                                  (d)               
  The indemnification required by this Section 6 shall be made by periodic payments
  of the amount thereof during the course of the investigation or defense, as
  and when bills are received or Indemnified Damages are incurred. 

                                  (e)               
  The indemnity agreements contained herein shall be in addition to (i) any cause
  of action or similar right of the Indemnified Party or Indemnified Person against
  the indemnifying party or others, and (ii) any liabilities the indemnifying
  party may be subject to pursuant to the law. 

                7.               
  CONTRIBUTION. 

                To
  the extent any indemnification by an indemnifying party is prohibited or limited
  by law, the indemnifying party agrees to make the maximum contribution with
  respect to any amounts for which it would otherwise be liable under Section
  6 to the fullest extent permitted by law; provided, however, that: (i) no seller
  of Registrable Securities guilty of fraudulent misrepresentation (within the
  meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
  from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation;
  and (ii) contribution by any seller of Registrable Securities shall be limited
  in amount to the net amount of proceeds received by such seller from the sale
  of such Registrable Securities. 


9







                8.               
  REPORTS UNDER THE 1934 ACT. 

                With
  a view to making available to the Investors the benefits of Rule 144 promulgated
  under the 1933 Act or any similar rule or regulation of the SEC that may at
  any time permit the Investors to sell securities of the Company to the public
  without registration ("Rule 144") the Company agrees to: 

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

                                  (b)               
  file with the SEC in a timely manner all reports and other documents required
  of the Company under the 1933 Act and the 1934 Act so long as the Company remains
  subject to such requirements (it being understood that nothing herein shall
  limit the Company's obligations under Section 4(c) of the Securities Purchase
  Agreement) and the filing of such reports and other documents as are required
  by the applicable provisions of Rule 144; and 

                                  (c)
                 furnish
  to each Investor so long as such Investor owns Registrable Securities, promptly
  upon request, (i) a written statement by the Company that it has complied with
  the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii)
  a copy of the most recent annual or quarterly report of the Company and such
  other reports and documents so filed by the Company, and (iii) such other information
  as may be reasonably requested to permit the Investors to sell such securities
  pursuant to Rule 144 without registration. 

                9.               
  AMENDMENT OF REGISTRATION RIGHTS.

                Provisions
  of this Agreement may be amended and the observance thereof may be waived (either
  generally or in a particular instance and either retroactively or prospectively),
  only with the written consent of the Company and Investors who then hold at
  least two-thirds (2/3) of the Registrable Securities. Any amendment or waiver
  effected in accordance with this Section 9 shall be binding upon each Investor
  and the Company. No such amendment shall be effective to the extent that it
  applies to fewer than all of the holders of the Registrable Securities. No consideration
  shall be offered or paid to any Person to amend or consent to a waiver or modification
  of any provision of any of this Agreement unless the same consideration also
  is offered to all of the parties to this Agreement. 

                10.              
  MISCELLANEOUS. 

                                  (a)               
  A Person is deemed to be a holder of Registrable Securities whenever such Person
  owns or is deemed to own of record such Registrable Securities. If the Company
  receives conflicting instructions, notices or elections from two (2) or more
  Persons with respect to the same Registrable Securities, the Company shall act
  upon the basis of instructions, notice or election received from the registered
  owner of such Registrable Securities. 

                                  (b)
                 Any
  notices, consents, waivers or other communications required or permitted to
  be given under the terms of this Agreement must be in writing and will be deemed
  to have been delivered: (i) upon receipt, when delivered personally; (ii) upon
  receipt, when sent by facsimile (provided confirmation of transmission is mechanically
  or electronically generated and kept on file by the sending party); or (iii)
  one (1) business day after deposit with a nationally

 10








 recognized overnight delivery service, in each case properly
  addressed to the party to receive the same. The addresses and facsimile numbers
  for such communications shall be: 

	 If to the Company, to:  	 EYI Industries, Inc.  
	  	 3960 Howard Hughes Parkway - Suite 500  
	  	 Las Vegas, Nevada 89109  
	  	 Attention:  	 Jay Sargeant, President  
	  	 Telephone:  	 (702) 296-8034  
	  	 Facsimile:  	 (604) 502-5144  
	  	 	 
	  	 Kirkpatrick & Lockhart LLP  
	  	 201 South Biscayne Boulevard – Suite 2000 
    
	  	 Miami, FL  33131-2399  
	  	 Attention:  	 Clayton E. Parker, Esq.  
	  	 Telephone:  	 (305) 539-3300  
	  	 Facsimile:  	 (305) 358-7095  


 If to an Investor, to its address and facsimile number on
  the Schedule of Investors attached hereto, with copies to such Investor's representatives
  as set forth on the Schedule of Investors or to such other address and/or facsimile
  number and/or to the attention of such other person as the recipient party has
  specified by written notice given to each other party five (5) days prior to
  the effectiveness of such change. Written confirmation of receipt (A) given
  by the recipient of such notice, consent, waiver or other communication, (B)
  mechanically or electronically generated by the sender's facsimile machine containing
  the time, date, recipient facsimile number and an image of the first page of
  such transmission or (C) provided by a courier or overnight courier service
  shall be rebuttable evidence of personal service, receipt by facsimile or receipt
  from a nationally recognized overnight delivery service in accordance with clause
  (i), (ii) or (iii) above, respectively. 

                                  (c)               
  Failure of any party to exercise any right or remedy under this Agreement or
  otherwise, or delay by a party in exercising such right or remedy, shall not
  operate as a waiver thereof. 

                                  (d)               
  The laws of the State of Nevada shall govern all issues concerning the relative
  rights of the Company and the Investors as its stockholders. All other questions
  concerning the construction, validity, enforcement and interpretation of this
  Agreement shall be governed by the internal laws of the State of New Jersey,
  without giving effect to any choice of law or conflict of law provision or rule
  (whether of the State of New Jersey or any other jurisdiction) that would cause
  the application of the laws of any jurisdiction other than the State of New
  Jersey. Each party hereby irrevocably submits to the non-exclusive jurisdiction
  of the Superior Courts of the State of New Jersey, sitting in Hudson County,
  New Jersey and federal courts for the District of New Jersey sitting Newark,
  New Jersey, 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 suit, action or proceeding,
  any claim that it is not personally subject to the jurisdiction of any such
  court, that such suit, action or proceeding is brought in an inconvenient forum
  or that the venue of such suit, action or proceeding is improper. Each party
  hereby irrevocably waives personal service of

 11








 process and consents to process being served in any such suit,
  action or proceeding by mailing a copy thereof to such party at the address
  for such 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. If any provision of this Agreement shall be
  invalid or unenforceable in any jurisdiction, such invalidity or unenforceability
  shall not affect the validity or enforceability of the remainder of this Agreement
  in that jurisdiction or the validity or enforceability of any provision of this
  Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
  RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
  OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT
  OR ANY TRANSACTION CONTEMPLATED HEREBY. 

                                  (e)
                 This
  Agreement, the Irrevocable Transfer Agent Instructions, the Securities Purchase
  Agreement and related documents including the Convertible Debenture and the
  Escrow Agreement dated the date hereof by and among the Company, the Investors
  set forth on the Schedule of Investors attached hereto, and Butler Gonzalez
  LLP (the "Escrow Agreement") and the Security Agreement dated the date
  hereof (the "Security Agreement") constitute the entire agreement among
  the parties hereto with respect to the subject matter hereof and thereof. There
  are no restrictions, promises, warranties or undertakings, other than those
  set forth or referred to herein and therein. This Agreement, the Irrevocable
  Transfer Agent Instructions, the Securities Purchase Agreement and related documents
  including the Convertible Debenture, the Escrow Agreement and the Security Agreement
  supersede all prior agreements and understandings among the parties hereto with
  respect to the subject matter hereof and thereof. 

                                  (f)
                 This
  Agreement shall inure to the benefit of and be binding upon the permitted successors
  and assigns of each of the parties hereto. 

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

                                  (h)               
  This Agreement may be executed in identical counterparts, each of which shall
  be deemed an original but all of which shall constitute one and the same agreement.
  This Agreement, once executed by a party, may be delivered to the other party
  hereto by facsimile transmission of a copy of this Agreement bearing the signature
  of the party so delivering this Agreement. 

                                  (i)
                 Each
  party shall do and perform, or cause to be done and performed, all such further
  acts and things, and shall execute and deliver all such other agreements, certificates,
  instruments and documents, as the other party may reasonably request in order
  to carry out the intent and accomplish the purposes of this Agreement and the
  consummation of the transactions contemplated hereby. 

 The language used in this Agreement will be deemed to be the
  language chosen by the parties to express their mutual intent and no rules of
  strict construction will be applied against any party. 

 12





                                  (j)
                 This
  Agreement is intended for the benefit of the parties hereto and their respective
  permitted successors and assigns, and is not for the benefit of, nor may any
  provision hereof be enforced by, any other Person. 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 13





                IN
  WITNESS WHEREOF, the parties have caused this Investor Registration Rights
  Agreement to be duly executed as of day and year first above written. 

	 	COMPANY: 
 EYI INDUSTRIES, INC.
       
	 	 	 
	 	By: 	"Jay Sargeant"
	 	Name:	Jay Sargeant 
	 	Title: 	President 


 

 14








 SCHEDULE I

 SCHEDULE OF INVESTORS

	  	  	  	  	  	 Address/Facsimile  
	 Name  	  	 Signature  	  	 Number of Buyer  
	  	 	 	 	 	 
	 Cornell Capital Partners, LP  	  	 By:  	  Yorkville Advisors, LLC  	  	 101 Hudson Street – Suite 3700  
	  	  	 Its:  	  General Partner  	  	 Jersey City, NJ 07303  
	  	  	  	  	  	 Facsimile: (201) 985-8266  
	  	 	 	 	 	 
	  	  	 By:  	  "Mark A. Angelo" 
    	  	  
	  	  	 Name:  	  Mark A. Angelo  	  	  
	  	  	 Its:  	  Portfolio Manager  	  	  








EXHIBIT A 

FORM OF NOTICE OF EFFECTIVENESS

  OF REGISTRATION STATEMENT 



Pacific Stock Transfer 

  500 E. Warm Springs Road - Suite 240 

  Las Vegas, Nevada 89109 

                   Re:
  EYI INDUSTRIES, INC.

 Ladies and Gentlemen:

                We
  are counsel to EYI Industries, Inc., a Nevada corporation (the "Company"),
  and have represented the Company in connection with that certain Securities
  Purchase Agreement (the "Securities Purchase Agreement") entered into
  by and among the Company and the investors named therein (collectively, the
  "Investors") pursuant to which the Company issued to the Investors shares
  of its Common Stock, par value US$0.001 per share (the "Common Stock").
  Pursuant to the Purchase Agreement, the Company also has entered into a Registration
  Rights Agreement with the Investors (the "Investor Registration Rights Agreement")
  pursuant to which the Company agreed, among other things, to register the Registrable
  Securities (as defined in the Registration Rights Agreement) under the Securities
  Act of 1933, as amended (the "1933 Act"). In connection with the Company's
  obligations under the Registration Rights Agreement, on ____________ ____, the
  Company filed a Registration Statement on Form ________ (File No. 333-_____________
  ) (the "Registration Statement") with the Securities and Exchange SEC
  (the "SEC") relating to the Registrable Securities which names each of
  the Investors as a selling stockholder there under. 

                In
  connection with the foregoing, we advise you that a member of the SEC's staff
  has advised us by telephone that the SEC has entered an order declaring the
  Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS]
  on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic
  inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness
  has been issued or that any proceedings for that purpose are pending before,
  or threatened by, the SEC and the Registrable Securities are available for resale
  under the 1933 Act pursuant to the Registration Statement.



Very truly yours,

KIRKPATRICK & LOCKHART LLP 

By:________________________________________________

cc: [LIST NAMES OF INVESTORS]