Filed by Automated Filing Services Inc. (604) 609-0244 - EYI Industries, Inc. - Exhibit 10.27






REGISTRATION RIGHTS AGREEMENT



                REGISTRATION
  RIGHTS AGREEMENT (this "Agreement"), dated as of June 22, 2004 by
  and between 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 CORNELL CAPITAL PARTNERS, LP, a Delaware
  limited partnership (the "Investor"). 

               WHEREAS:

                A.               
  In connection with the Standby Equity Distribution Agreement by and between
  the parties hereto of even date herewith (the "Standby Equity Distribution
  Agreement"), the Company has agreed, upon the terms and subject to the conditions
  of the Standby Equity Distribution Agreement, to issue and sell to the Investor
  that number of shares of the Company's common stock, par value US$0.001 per
  share (the "Common Stock"), which can be purchased pursuant to the terms
  of the Standby Equity Distribution Agreement for an aggregate purchase price
  of up to Ten Million U.S. Dollars ($10,000,000). Capitalized terms not defined
  herein shall have the meaning ascribed to them in the Standby Equity Distribution
  Agreement. 

                B.
                 To
  induce the Investor to execute and deliver the Standby Equity Distribution Agreement,
  the Company has agreed to provide certain registration rights under the Securities
  Act of 1933, as amended, and the rules and regulations thereunder, 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 Investor 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 Commission (the "SEC"). 

                                    c.               
  "Registrable Securities" means the Investor's Shares, as defined in the
  Standby Equity Distribution Agreement and shares of Common Stock issuable to
  Investors pursuant to the Standby Equity Distribution Agreement. 





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

                2.               
  REGISTRATION. 

                                    a.               
  Mandatory Registration. The Company shall prepare and file with the SEC
  a Registration Statement on Form S-1, SB-2 or on such other form as is available.
  The Company shall cause such Registration Statement to be declared effective
  by the SEC prior to the first sale to the Investor of the Company's Common Stock
  pursuant to the Standby Equity Distribution Agreement. 

                                    b.               
  Sufficient Number of Shares Registered. In the event the number of shares
  available under a Registration Statement filed pursuant to Section 2(a) is insufficient
  to cover all of the Registrable Securities which the Investor has purchased
  pursuant to the Standby Equity Distribution Agreement, the Company shall amend
  the Registration Statement, or file a new Registration Statement (on the short
  form available therefore, if applicable), or both, so as to cover all of such
  Registrable Securities which the Investor has purchased pursuant to the Standby
  Equity Distribution Agreement as soon as practicable, but in any event not later
  than fifteen (15) days after the necessity therefore arises. The Company shall
  use it best efforts to cause such amendment and/or new Registration Statement
  to become effective as soon as practicable following the filing thereof. For
  purposes of the foregoing provision, the number of shares available under a
  Registration Statement shall be deemed "insufficient to cover all of the Registrable
  Securities" if at any time the number of Registrable Securities issuable on
  an Advance Notice Date is greater than the number of shares available for resale
  under such Registration Statement. 

                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

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 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 have incorporated 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 the Investor without charge, (i) at least one 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
  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 the 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 the Investor
  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 the 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 the 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 the Investor by

 3








 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 the Investor 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. 

                                    g.
                 At
  the reasonable request of the Investor, the Company shall furnish to the Investor,
  on the date of the effectiveness of the Registration Statement and thereafter
  from time to time on such dates as the 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 Investor. 

                                    h.
                 The
  Company shall make available for inspection by (i) the Investor and (ii) one
  firm of accountants or other agents retained by the Investor (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 the Investor hereby agrees, to hold in strict confidence and shall not make
  any disclosure (except to an Investor) or use of 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. The 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 the 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

 4








 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 the Investor is
  sought in or by a court or governmental body of competent jurisdiction or through
  other means, give prompt written notice to the Investor and allow the 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 to secure 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 Investor 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 Investor may reasonably request and registered
  in such names as the Investor 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-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 ordered 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 Investor) 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 Investor of Registrable Securities pursuant to a Registration
  Statement. 

 5







               
  4.               
  OBLIGATIONS OF THE INVESTOR.

                The
  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), the Investor will immediately discontinue disposition of Registrable Securities
  pursuant to any Registration Statement(s) covering such Registrable Securities
  until the 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 the Investor in accordance with the terms of the Standby
  Equity Distribution Agreement in connection with any sale of Registrable Securities
  with respect to which the Investor has entered into a contract for sale prior
  to the Investor's receipt of a 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) 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 the Investor, the directors, officers, partners, employees,
  agents, representatives of, and each Person, if any, who controls the 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

 6








 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 Investor 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 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(e); 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. 

                                    b.
                 In
  connection with a Registration Statement, the Investor agrees to 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
  who signs the Registration Statement 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 the Investor expressly for use in connection with such Registration
  Statement; and, subject to Section 6(d), the 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 the
  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 the 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.
  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 the Investor prior to the Investor's use of
  the prospectus to which the Claim relates. 

 7





                                    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 counsel
  for such Indemnified Person or Indemnified 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. 

 8







               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. 

                8.               
  REPORTS UNDER THE 1934 ACT. 

                With
  a view to making available to the Investor 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 6.3 of the Standby Equity Distribution
  Agreement) and the filing of such reports and other documents is required for
  the applicable provisions of Rule 144; and 

                                    c.
                 furnish
  to the Investor so long as the 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 Investor 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 by a written agreement between the Company and the Investor. Any amendment
  or waiver effected in accordance with this Section 9 shall be binding upon the
  Investor and the Company. 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. 

 9





                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 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 business day after deposit with a nationally 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  
	  	 	 
	 With a copy to:  	 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 the Investor, to:  	 Cornell Capital Partners, LP  
	  	 101 Hudson Street – Suite 3700  
	  	 Jersey City, New Jersey 07302  
	  	 Attention:  	 Mark Angelo  
	  	  	 Portfolio Manager  
	  	 Telephone:  	 (201) 985-8300  
	  	 Facsimile:  	 (201) 985-8266  
	  	 	 
	 With a copy to:  	 Butler Gonzalez LLP  
	  	 1416 Morris Avenue – Suite 207  
	  	 Union, New Jersey 07083  
	  	 Attention:  	 David Gonzalez, Esq.  
	  	 Telephone:  	 (908) 810-8588  
	  	 Facsimile:  	 (908) 810-0973  


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 Any party may change its address by providing written notice
  to the other parties hereto at least five 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
  corporate laws of the State of Nevada shall govern all issues concerning the
  relative rights of the Company and the Investor. 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
  the Federal District Court for the District of New Jersey sitting in 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 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 Standby Equity Distribution Agreement, the Escrow Agreement,
  and the Placement Agent 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 Standby Equity
  Distribution Agreement, the Escrow Agreement, and the Placement Agent Agreement
  supersede all prior agreements and understandings among the parties hereto with
  respect to the subject matter hereof and thereof. 

 11





                                    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. 

                                    j.
                 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. 

                                    k.               
  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]

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                IN
  WITNESS WHEREOF, the parties have caused this 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  
	 	 	 
	 	 	 
	 	 INVESTOR:  
	 	 CORNELL CAPITAL PARTNERS, LP  
	 	 	 
	 	 By:  	 Yorkville Advisors, LLC  
	 	 Its:  	 General Partner  
	 	 	 
	 	 By:  	 "Mark Angelo"  
	 	 Name: 	Mark Angelo
	 	 Title:  	 Portfolio Manager  


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EXHIBIT A 

FORM OF NOTICE OF EFFECTIVENESS

  OF REGISTRATION STATEMENT 

Corporate Stock Transfer 

  3200 Cherry Creek Drive South

  Suite 430 

  Denver, Colorado 80209 

Attention: Carylyn Bell

 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 Standby Equity
  Distribution Agreement (the "Standby Equity Distribution Agreement")
  entered into by and between the Company and Cornell Capital Partners, LP (the
  "Investor") pursuant to which the Company issued to the Investor shares
  of its Common Stock, par value US$0.001 per share (the "Common Stock").
  Pursuant to the Standby Equity Distribution Agreement, the Company also has
  entered into a Registration Rights Agreement with the Investor (the "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 Commission (the "SEC") relating to the Registrable
  Securities which names the Investor as a selling stockholder thereunder. 

                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: Cornell Capital Partners, LP

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