REGISTRATION
      RIGHTS AGREEMENT

    


    This
      Registration Rights Agreement (this "Agreement") is made and entered into as
      of
      November 25, 2008, by and among Vinyl Products, Inc., a Nevada corporation
      (the
      "Company"), and the persons signatory hereto (each an "Investor" and
      collectively, the "Investors").

    


    Capitalized
      terms have the meanings ascribed to them in Section 1.

    


    RECITALS

    


    The
      Company and each Investor have entered into a Subscription Agreement of even
      date herewith pursuant to which the Company has sold to the Investors and the
      Investors have purchased from the Company shares of Common Stock. In order
      to
      induce the Investors to enter into the Subscription Agreement, the Company
      is
      granting certain rights to register shares of Common Stock issuable under the
      Subscription Agreement as provided herein.

    


    NOW,
      THEREFORE, in consideration of the foregoing premises and for other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto agree as follows:

    


    1. Definitions.
      As used
      in this Agreement, the following terms have the respective meanings set forth
      in
      this Section 1:

    


    "Business
      Day"
      means
      any day other than Saturday, Sunday or other day on which commercial banks
      in
      The City of New York are authorized or required by law to remain
      closed.

    


    “California
      Courts”
means
      the state courts sitting in the City of Santa Anna, California or the federal
      court sitting in Orange County, California.

    


    “Commission”
means
      the United States Securities and Exchange Commission.

    


    “Common
      Stock”
means
      the class of common stock of the Company, par value $0.0001 per
      share.

    


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

    


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

    


    “Person”
means
      any individual, corporation, partnership, joint venture, limited liability
      company, business trust, joint stock company, trust or unincorporated
      organization or any government or any agency or political subdivision
      thereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Prospectus”
means
      the prospectus included in a Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective Registration Statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the offering of any
      portion of the Registrable Securities covered by a Registration Statement,
      and
      all other amendments and supplements to the Prospectus, including post-effective
      amendments, and all material incorporated by reference or deemed to be
      incorporated by reference in such Prospectus.

    


    “Registrable
      Securities”
means:
      (i) the shares of Common Stock issued to the Investors pursuant to the Stock
      Exchange Agreement and (ii) any securities issued or issuable upon any stock
      split, dividend or other distribution, recapitalization or similar event, or
      any
      conversion price adjustment with respect to any of the securities referenced
      in
      (i) above; provided, however, that Registrable Securities shall not include
      any
      shares of Common Stock which previously have been sold to the public either
      pursuant to a registration statement or Rule 144, or which have been sold in
      a
      private transaction in which the transferor’s rights under this Agreement are
      not assigned.

    


    “Registration
      Expenses”
shall
      mean all expenses incurred by the Company in affecting any registration pursuant
      to this Agreement, including, without limitation, all registration and filing
      fees, printing expenses, fees and disbursements of counsel for the Company,
      blue
      sky fees and expenses, and expenses of any regular or special audits incident
      to
      or required by any such registration, but shall not include Selling Expenses,
      fees and disbursements of counsel for the Holders and the compensation of
      regular employees of the Company, which shall be paid in any event by the
      Company.

    


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

    


    "Rule
      144"
      means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

    


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

    


    “Selling
      Expenses”
shall
      mean all underwriting discounts, selling commissions and stock transfer taxes
      applicable to the sale of Registrable Securities and fees and disbursements
      of
      counsel for any Holder (other than the fees and disbursements of counsel
      included in Registration Expenses).

    


    “Shares”
means
      the shares of Common Stock issued or issuable to the Investors pursuant to
      the
      Subscription Agreement.

    


    "Subscription
      Agreement"
      means
      the Agreement pursuant to which the Investor purchased Shares.

     

    
      
        
        

      

      
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    2. Registration
      Rights.

    


    (a)
      After
      date hereof, the Company shall prepare a Registration Statement under the
      Securities Act which shall include, but which need not be limited to, the
      Registrable Securities and shall use its best efforts to file such Registration
      Statement as management of the Company and counsel deem advisable, but no more
      than ninety (90) days after the date hereof, subject to the provisions of
      Section 2(b) hereof.

    


    (b)
      The
      Company shall have the right to terminate or withdraw, in its reasonable
      discretion without liability to a Holder, any registration initiated by it
      under
      this Section 2 prior to the effectiveness of such Registration Statement. The
      Registration Expenses of such withdrawn registration shall be borne by the
      Company in accordance with Section 6 hereof.

    


    (c)
      In
      the event that the Registration Statement which the Company is obligated to
      prepare under this Section 2 includes securities issuable in connection with
      an
      underwritten offering, the Company shall so advise the Holders of Registrable
      Securities. In such event, the right of any such Holder to be included in a
      registration pursuant to this Section 2 shall be conditioned upon such Holder's
      participation in such underwriting and the inclusion of such Holder's
      Registrable Securities in the underwriting to the extent provided herein. All
      Holders proposing to distribute their Registrable Securities through such
      underwriting shall enter into an underwriting agreement in customary form with
      the underwriter or underwriters selected for such underwriting by the Company.
      

    


    Notwithstanding
      any other provision of this Agreement, if the underwriter determines in good
      faith that marketing factors require a limitation of the number of shares of
      Common Stock to be underwritten, the number of shares of Common Stock that
      may
      be included in the underwriting shall be allocated first to the Company; second,
      to all Holders who are entitled to participate and who have elected to
      participate in the offering pursuant to the terms of this Agreement, on a pro
      rata basis based upon the total number of shares held by each such participating
      Holder that are subject to registration rights pursuant hereto; and third,
      to
      any other stockholder of the Company on a pro rata basis. 

    


    If
      any
      Holder disapproves of the terms of any such underwriting, such Holder may elect
      to withdraw therefrom by written notice to the Company and the underwriter,
      delivered at least ten (10) business days prior to the effective date of the
      Registration Statement. Any Registrable Securities excluded or withdrawn from
      such underwriting shall be excluded and withdrawn from the registration. For
      any
      Holder which is a partnership or corporation, the partners, stockholders,
      subsidiaries, parents and affiliates of such Holder, or the estates and family
      members of any such partners and retired partners and any trusts for the benefit
      of any of the foregoing Persons shall be deemed to be a single “Holder”, and any
      pro rata reduction with respect to such “Holder” shall be based upon the
      aggregate amount of shares carrying registration rights owned by all entities
      and individuals included in such “Holder”, as defined in this
      sentence.

    


    (d)
      The
      Company shall not be required to include any of Holder’s Registrable Securities
      in an underwritten offering of the Company’s securities if, at either the time
      of the aforesaid written notice of the Company’s intention to file a
      Registration Statement or the effective date of such registration the Company
      is
      able to obtain a written opinion of its counsel that the Registrable Securities
      are then saleable pursuant to Rule 144 promulgated under the Securities
      Act.

     

    
      
        
        

      

      
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    3.
       Registration
      Procedures.
      At such
      time as the Company affects the registration of any of the Registrable
      Securities, it shall (except as otherwise provided in this
      Agreement):

    


    (a)
      Prepare and file with the Commission a Registration Statement including the
      Registrable Securities, subject to the provisions of Section 2(c) and subject
      to
      the Company’s right to withdraw the Registration Statement as provided in
      Section 2(b), above, use its reasonable efforts to cause such Registration
      Statement relating to the Registrable Securities to become effective as soon
      as
      reasonably practicable after such filing, and shall maintain the effectiveness
      of said Registration Statement for a minimum of six months following the
      effective date thereof.

    


    (b)
      Promptly prepare and file with the Commission such amendments and supplements
      to
      such Registration Statement and the prospectus used in connection with such
      Registration Statement as may be necessary to comply with the provisions of
      the
      Securities Act with respect to the disposition of all securities covered by
      such
      Registration Statement for the period set forth in paragraph (a)
      above.

    


    (c)
       The Company shall furnish to each Investor whose Registrable Securities
      are included in any Registration Statement unless filed with the Commission
      through EDGAR, without charge, (i) promptly after the same is prepared and
      filed
      with the Commission, at least one copy of such Registration Statement and any
      amendment(s) thereto, including financial statements and schedules, all
      documents incorporated therein by reference, if requested by an Investor, all
      exhibits and each preliminary prospectus, (ii) upon the effectiveness of any
      Registration Statement, one (1) copy of the 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, including copies of any preliminary or final prospectus, 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)
      Furnish to the Holder such numbers of copies of the Prospectus or any amendment
      or supplement to any Prospectus, in conformity with the requirements of the
      Securities Act, and such other documents, as the Holder may reasonably request
      in order to facilitate the public sale or other disposition of the securities
      owned by the Holder.

    


    (e)
      Use
      its commercially reasonable efforts to register and qualify the securities
      covered by such Registration Statement under such other state securities or
      Blue
      Sky laws of such jurisdictions as shall be reasonably requested by the Holders;
      provided that the Company shall not be required in connection therewith or
      as a
      condition thereto to qualify to do business or to file a general consent to
      service of process in any such states or jurisdictions nor shall it be required
      to incur expenses in excess of $1,500 in connection with any such registration
      or qualification under such other state securities or Blue Sky
      laws.

     

    
      
        
        

      

      
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    (f)
      The
      Company shall notify each Holder whose Registrable Securities are included
      in
      any Registration Statement in writing of the happening of any event, as promptly
      as practicable after becoming aware of such 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
      the 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, subject to Section 2(b), promptly prepare a supplement or
      amendment to such Registration Statement to correct such untrue statement or
      omission. 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. 

    


    (g)
      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 and, if such an order or suspension is issued, to obtain the
      withdrawal of such order or suspension at the earliest possible date 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 threatening of any proceeding for such purpose.

    


    (h)
      Upon
      the occurrence of any event contemplated by Section 3(f) or 3(g), as promptly
      as
      practicable, prepare a supplement or amendment, including a post-effective
      amendment, to the Registration Statement or a supplement to the related
      Prospectus or any document incorporated or deemed to be incorporated therein
      by
      reference, and file any other required document so that, as thereafter
      delivered, neither the Registration Statement nor such Prospectus will contain
      an untrue statement of a material fact or omit to state a material fact required
      to be stated therein or necessary to make the statements therein, in light
      of
      the circumstances under which they were made, not misleading.

    


    (i)
      If
      required, use its best efforts to list such securities on any securities
      exchange on which any securities of the Company are then listed, if the listing
      of such securities is then permitted under the rules of such
      exchange.

    


    4. Obligations
      of the Holders.

    


    (a)
      At
      least ten (10) Business Days prior to the first anticipated filing date of
      a
      Registration Statement, the Company shall notify each Investor in writing of
      the
      information the Company requires from each such Investor if such Investor elects
      to have any of such Investor's Registrable Securities included in such
      Registration Statement, including by returning to the Company the Selling
      Securityholder Notice and Questionnaire attached hereto as Annex A. It shall
      be
      a condition precedent to the obligations of the Company to complete the
      registration pursuant to this Agreement with respect to the Registrable
      Securities of a particular Investor that such Investor shall furnish to the
      Company such information regarding itself, the Registrable Securities held
      by it
      and the intended method of disposition of the Registrable Securities held by
      it
      as shall be reasonably required to effect the effectiveness of the registration
      of such Registrable Securities and shall execute such documents in connection
      with such registration as the Company may reasonably request.

     

    
      
        
        

      

      
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    (b)
      Each
      Investor, by such Investor's acceptance of the Registrable Securities, agrees
      to
      cooperate with the Company as reasonably requested by the Company in connection
      with the preparation and filing of any Registration Statement hereunder, unless
      such Investor has notified the Company in writing of such Investor's election
      to
      exclude all of such Investor's Registrable Securities from such Registration
      Statement.

    


    (c)
      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 3(g), 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(h) or receipt of notice that no supplement
      or amendment is required. 

    


    (d)
      Each
      Investor covenants and agrees that it will comply with the prospectus delivery
      requirements of the Securities Act as applicable to it or an exemption therefrom
      in connection with sales of Registrable Securities pursuant to the Registration
      Statement and all other federal and state securities and other laws applicable
      to it in connection with any disposition of the Registrable
      Securities.

    


    6. Expenses
      of Registration. All
      reasonable expenses, other than underwriting discounts and commissions, incurred
      in connection with registrations, filings or qualifications pursuant to Sections
      2 and 3, including, without limitation, all registration, listing and, subject
      to Section 3(e), qualifications fees, printers and accounting fees, and fees
      and
      disbursements of counsel for the Company shall be paid by the
      Company.

    


    7. No
      Delay of Registration.
      No
      Holder shall have any right to obtain or seek an injunction restraining or
      otherwise delaying any registration of Registrable Securities as the result
      of
      any controversy that might arise with respect to the interpretation or
      implementation of Section 2 of this Agreement.

    


    8. Assignment
      of Registration Rights.
      The
      rights under this Agreement shall be automatically assignable by the Investors
      to any transferee of all or any portion of such Investor's Registrable
      Securities if: (i) the Investor agrees in writing with the transferee or
      assignee to assign such rights, and a copy of such agreement is furnished to
      the
      Company within a reasonable time after such assignment; (ii) the Company is,
      within a reasonable time after such transfer or assignment, furnished with
      written notice of (a) the name and address of such transferee or assignee,
      and
      (b) the securities with respect to which such registration rights are being
      transferred or assigned; (iii) immediately following such transfer or assignment
      the further disposition of such securities by the transferee or assignee is
      restricted under the Securities Act or applicable state securities laws; (iv)
      at
      or before the time the Company receives the written notice contemplated by
      clause (ii) of this sentence the transferee or assignee agrees in writing with
      the Company to be bound by all of the provisions contained herein; and (v)
      such
      transfer shall have been made in accordance with the applicable requirements
      of
      the Subscription Agreement and applicable federal and state securities
      laws.

     

    
      
        
        

      

      
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    9. Reports
      Under the Exchange Act. 

     

    With
      a
      view to making available to the Investors the benefits of Rule 144 promulgated
      under the Securities Act or any other similar rule or regulation of the
      Commission 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 Commission in a timely manner all annual reports on Form 10-K, and
      quarterly reports on Form 10-Q required of the Company under the Exchange Act
      so
      long as the Company remains subject to such requirements and the filing of
      such
      reports and other documents is required for the applicable provisions of Rule
      144; and

     

    (c) furnish
      to each Investor so long as such Investor owns Registrable Securities, promptly
      upon written request, a written statement by the Company, if true, that it
      has
      complied with the reporting requirements of Rule 144, the Securities Act and
      the
      Exchange Act.

    


    10. Listing
      of Common Stock.
      Upon the
      filing of the Registration Statement, the Company will use it commercially
      reasonable efforts to cause the Common Stock to be listed or admitted to
      quotation on an exchange or over-the-counter trading facility. The Company
      will
      apprise Investors from time to time of the results of such efforts and promptly
      notify Investors when the Common Stock is listed or admitted to quotation on
      an
      exchange or over-the-counter trading facility.

    


    11. Indemnification.
      In the
      event any Registrable Securities are included in a Registration Statement
      pursuant to this Agreement:

     

    
      
        
        

      

      
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    (a) To
      the fullest extent permitted by law, the Company will, and hereby does,
      indemnify, hold harmless and defend each Investor, the directors, officers,
      members, partners, employees, agents, representatives of, and each Person,
      if
      any, who controls any Investor within the meaning of the Securities Act or
      the
      Exchange 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
      preliminary prospectus if used prior to the effective date of such Registration
      Statement, or contained in the 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, (iii) any violation or alleged
      violation by the Company of the Securities Act, the Exchange Act, any other
      law,
      including, without limitation, any state securities law, or any rule or
      regulation thereunder relating to the offer or sale of the Registrable
      Securities pursuant to a Registration Statement or (iv) any violation of this
      Agreement (the matters in the foregoing clauses (i) through (iv) being,
      collectively, "Violations"). Subject to Section 11(c), the Company shall
      reimburse the Indemnified Persons, promptly as such expenses are incurred and
      are due and payable, for any legal fees 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 11(a): (i) 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 for such Indemnified Person expressly for
      use
      in connection with the preparation of the Registration Statement or any such
      amendment thereof or supplement thereto; and (ii) 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
      or delayed. 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 8.

     

    (b) In
      connection with any Registration Statement in which an Investor is
      participating, each such 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 11(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 Securities Act or the Exchange Act (each,
      an
      "Indemnified Party"), against any Claim or Indemnified Damages to which any
      of
      them may become subject, under the Securities Act, the Exchange Act or
      otherwise, insofar as such Claim or Indemnified Damages arise out of or are
      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 11(c),
      such
      Investor will reimburse any legal or other expenses reasonably incurred by
      an
      Indemnified Party in connection with investigating or defending any such Claim;
      provided, however, that the indemnity agreement contained in this Section 11(b)
      and the agreement with respect to contribution contained in Section 12 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 or delayed; provided, further, however, that the Investor
      shall be liable under this Section 11(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 8.

     

    
      
        
        

      

      
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    (c) Promptly
      after receipt by an Indemnified Person or Indemnified Party under this Section
      11 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 11, 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 all 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. In the case of an Indemnified Person, legal counsel
      referred to in the immediately preceding sentence shall be selected by the
      Investors holding at least a majority in interest of the Registrable Securities
      included in the Registration Statement to which the Claim relates. The
      Indemnified Party or Indemnified Person shall cooperate reasonably 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, and such settlement shall not include
      any admission as to fault on the part of the Indemnified Party. 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 11, except to the
      extent that the indemnifying party is prejudiced in its ability to defend such
      action.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    (d) 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.

     

    12. 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 11 to the
      fullest extent permitted by law; provided, however, that: (i) no Person involved
      in the sale of Registrable Securities which Person is guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Securities Act)
      in
      connection with such sale shall be entitled to contribution from any Person
      involved in such sale 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 pursuant to such Registration
      Statement.

    


    13. Miscellaneous
      Provisions.

    


    (a)
      Notices. All communications under this Agreement shall be in writing and shall
      be mailed by first class mail, postage prepaid, or telegraphed or telexed or
      sent via telecopier with confirmation of receipt or delivered by hand or by
      overnight delivery service,

    


    If
      to the
      Company:             Vinyl
      Products, Inc.

    2210
      South Ritchey Street

    Santa
      Ana, California  92705

    Telephone:
      (714) 210-8888

    Facsimile:
      (714) 210-8831

    Attn.:
      Gordon Knott, President

    


    or
      at
      such other address as it may have furnished in writing to the Holder of
      Registrable Securities at the time outstanding.

     

    If
      to the
      Holder of any Registrable Securities, to the address of such Holder as it
      appears in the stock ledger of the Company.

    


    Any
      notice so addressed, when mailed by registered or certified mail shall be deemed
      to be given three days after so mailed; when telegraphed, telexed or sent via
      telecopier shall be deemed to be given when transmitted; or when delivered
      by
      hand or overnight shall be deemed to be given when delivered.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    (b)
      Successors and Assigns.   Subject to the requirements of Section 8,
      this Agreement shall inure to the benefit of and be binding upon the permitted
      successors and assigns of each of the parties hereto.

    


    (c)
      Owner
      of Registrable Securities. 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 such record owner of such Registrable
      Securities.

    


    (d)
      Amendment and Waiver. This Agreement may be amended, and the observance of
      any
      term of this Agreement may be waived, but only with the written consent of
      the
      Company and the Holder; provided,
      however,
      that no
      such amendment or waiver shall reduce or eliminate any registration right of
      the
      Holder of Registrable Securities or reduce the amount of reimbursable costs
      to
      the Holder or Registrable Securities in connection with any registration
      hereunder without the consent of the Holder. No delay on the part of any party
      in the exercise of any right, power or remedy shall operate as a waiver thereof,
      nor shall any single or partial exercise by any party of any right, power or
      remedy preclude any other or further exercise thereof, or the exercise of any
      other right, power or remedy.

    


    (e)
      Counterparts. This Agreement may be executed in any number of counterparts,
      each
      of which when so executed shall be deemed to be an original and, all of which
      taken together shall constitute one and the same Agreement. 

    


    (f)
      Governing Law; Submission to Jurisdiction. All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by the internal laws of the State of
      California, without giving effect to any choice of law or conflict of law
      provision or rule (whether of the State of California or any other
      jurisdictions) that would cause the application of the laws of any jurisdictions
      other than the State of California. Each party hereby irrevocably submits to
      the
      exclusive jurisdiction of the California Courts for the adjudication of any
      dispute hereunder or in connection herewith or with any transaction contemplated
      hereby or discussed herein, and hereby irrevocably waives, and agrees not to
      assert in any 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.

    


    (g)
      Severability. If any term, provision, covenant or restriction of this Agreement
      is held by a court of competent jurisdiction to be invalid, illegal, void or
      unenforceable, the remainder of the terms, provisions, covenants and
      restrictions set forth herein shall remain in full force and effect and shall
      in
      no way be affected, impaired or invalidated, and the parties hereto shall use
      their reasonable efforts to find and employ an alternative means to achieve
      the
      same or substantially the same result as that contemplated by such term,
      provision, covenant or restriction. 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    (h)
      Headings. The headings in this Agreement are for convenience of reference only
      and shall not be deemed to alter or affect the meaning or interpretation of
      any
      provisions hereof.

    


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

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    COMPANY
      SIGNATURE PAGE FOLLOWS]

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


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

     

    
      
        	 	
                VINYL
                  PRODUCTS, INC.

              
	 	 
	 	
                By:

              	 
	 	 	
                Gordon
                  Knott, President

              


      

    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

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

     

    
      	 	
              NAME(S)
                OF INVESTOR:

            
	 	 
	 	 
	 	 
	 	 
	 	
              Print
                Name

            
	 	 
	 	 
	 	 
	 	 
	 	
              Print
                Name

            
	 	 
	 	
              ADDRESS
                FOR NOTICE

            
	 	 
	 	
              c/o:

            	 
	 	 	 
	 	
              Street:

            	 
	 	 	 
	 	
              City/State/Zip:

            	 
	 	 	 
	 	
              Attention:

            	 
	 	 	 
	 	
              Tel:

            	 
	 	 	 
	 	
              Fax:

            	 
	 	 	 
	 	
              Email:

            	 


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    Annex
      A

     

    VINYL
      PRODUCTS, INC.

     

    Selling
      Securityholder Notice and Questionnaire

     

    The
      undersigned beneficial owner of common stock (the “Common Stock”) of Vinyl
      Products, Inc. (the “Company”) understands that the Company intends to file with
      the Securities and Exchange Commission (the “Commission”) a Registration
      Statement for the registration and resale of the Registrable Securities, in
      accordance with the terms of the Registration Rights Agreement, dated November
      25, 2008 (the “Registration Rights Agreement”), among the Company and the
      Investors named therein. A copy of the Registration Rights Agreement is
      available from the Company upon request at the address set forth below. All
      capitalized terms used and not otherwise defined herein shall have the meanings
      ascribed thereto in the Registration Rights Agreement.

    


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

     

    QUESTIONNAIRE

     

    1. Name.

     

    
      	 	
              (a)

            	
              Full
                Legal Name of Selling
                Securityholder

            


    

     

    
      	 
	 


    

    


    
      	 	
              (b)

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

            


    

    
       

      
        	 
	 


      

       

    

    
      	 	
              (c)

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

            


    

    
       

      
        	 
	 


      

       

    

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    2.
      Address for Notices to Selling Securityholder:

    

      
        	 
	 
	 
	 
	 
	 	 
	
                Telephone:

              	 
	 	 
	
                Fax:

              	 
	 	 
	
                Contact Person:

              	 


      

    

     

    3.
      Beneficial Ownership of Registrable Securities:

     

    
      	 	
              (a)

            	
              Type
                and Principal Amount of Registrable Securities beneficially
                owned:

            


    

     

    
      	 
	 
	 
	 
	 


    

     

    4.
      Broker-Dealer Status:

     

    
      	 	
              (a)

            	
              Are
                you a broker-dealer?

            


    

     

    Yes
       ̈  No
       ̈ 

     

    
      	 	
              Note:

            	
              If
                yes, the Commission’s staff has indicated that you should be identified as
                an underwriter in the Registration
                Statement.

            


    

     

    
      	 	
              (b)

            	
              Are
                you an affiliate of a
                broker-dealer?

            


    

     

    Yes
       ̈  No
       ̈ 

     

    
      	 	
              (c)

            	
              If
                you are an affiliate of a broker-dealer, do you certify that you
                bought
                the Registrable Securities in the ordinary course of business, and
                at the
                time of the purchase of the Registrable Securities to be resold,
                you had
                no agreements or understandings, directly or indirectly, with any
                person
                to distribute the Registrable
                Securities?

            


    

     

    Yes
       ̈  No
       ̈ 

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    
      	 	
              Note:

            	
              If
                no, the Commission’s staff has indicated that you should be identified as
                an underwriter in the Registration
                Statement.

            


    

     

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

     

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

     

    
      	 	
              (a)

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

            


    

     

    
      	 
	 
	 
	 


    

    


    6.
      Relationships with the Company:

     

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

     

    State
      any
      exceptions here:

     

    
      	 
	 
	 
	 


    

     

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

     

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

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


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

    

      
        	
                Dated:

              	 	 	
                Beneficial
                  Owner:

              	 
	 	 	 	 
	 	 	
                By:

              	 	 
	 	 	 	
                Name:

              	 
	 	 	 	
                Title:

              	 


      

       

    

    PLEASE
      FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE
      TO:

    


    Vinyl
      Products, Inc.

    2210
      South Ritchey Street

    Santa
      Ana, California  

    Facsimile:
      (714) 210-8831

    Attn.:
      Gordon Knott, President

     

    Please
      return the originally executed Notice and Questionnaire to Vinyl Products,
      Inc.
      at the address set forth above.

     

    
      
        
        

      

      
        18