REGISTRATION
RIGHTS AGREEMENT

      


      REGISTRATION
RIGHTS AGREEMENT (this "Agreement"), dated as of February ___, 2010, by and
among Bay Peak 5 Acquisition Corp. (“Bay Peak”), a Nevada corporation, and the
undersigned subscribers (each, a "Subscriber", and collectively, the
"Subscribers").

      


      WHEREAS,
in connection with the Subscription Agreement by and among the parties hereto of
even date herewith (the "Subscription Agreement"), Bay Peak has agreed, upon the
terms and subject to the conditions of the Subscription Agreement, to issue and
sell to each Subscriber shares (the "Shares") of Bay Peak's common stock, par
value $0.001 per share (the "Common Stock").

      


      WHEREAS,
in accordance with the terms of the Subscription Agreement, Bay Peak has agreed
to provide the Subscribers 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, Bay Peak and each of the Subscribers hereby agree
as follows:

      


      
        	 	
                1.

              	
                Definitions.

              


      

      


      Capitalized
terms used herein and not otherwise defined herein shall have the respective
meanings set forth in the Subscription Agreement.  As used in this
Agreement, the following terms shall have the following meanings:

      


      a.         "Bloomberg"
means Bloomberg Financial Markets.

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

      c.         "Effective
Date" means the date that the Registration Statement has been declared effective
by the SEC.

      d.         "Effectiveness
Deadline" means the date 120 calendar days after the Filing Date, or in the
event there is a “full review,” the date which is one hundred twenty (120)
calendar days after the Closing Date. means the date ninety (90) calendar days
after the Closing Date, or in the event there is a “full review,” the date which
is one hundred twenty (120) calendar days after the Closing Date.

      e.         "Filing
Deadline" means a date within 120 calendar days after the Bay Peak Form 10
registration statement is declared effective.

      f.         "Investor"
means a Subscriber or any transferee or assignee thereof to whom a Subscriber
assigns its rights under this Agreement and who agrees to become bound by the
provisions of this Agreement in accordance with Section 9 and any transferee or
assignee thereof to whom a transferee or assignee assigns its rights under this
Agreement and who agrees to become bound by the provisions of this Agreement in
accordance with Section 9.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      g.         "Person"
means an individual, a limited liability company, a partnership, a joint
venture, a corporation, a trust, an unincorporated organization and a government
or any department or agency thereof.

      h.         "register,"
"registered," and "registration" refer to a registration effected by preparing
and filing one or more Registration Statements in compliance with the 1933 Act
and pursuant to Rule 415 and the declaration or ordering of effectiveness of
such Registration Statement(s) by the SEC.

      i.       
  "Registrable Securities" for the Registration Statement means (i)
the Shares, and (ii) any capital stock of Bay Peak issued or issuable, with
respect to the Shares, a result of any stock split, stock dividend,
recapitalization, exchange or similar event or otherwise.

      j.      
   "Registration Statement" means a registration statement or
registration statements of Bay Peak filed under the 1933 Act covering the
Registrable Securities..

      k.         "Required
Holders" means the holders of a majority of the Registrable
Securities.

      l.       
  "Required Registration Amount" means (i) the number of Shares
issued, subject to adjustment as provided in Section 2(f) or (ii) such other
amount as may be required by the staff of the SEC pursuant to Rule 415 with any
cutback applied pro rata to all Subscribers.

      


      m.        "Rule
415" means Rule 415 promulgated under the 1933 Act or any successor rule
providing for offering securities on a continuous or delayed basis.

      


      n.         "SEC"
means the United States Securities and Exchange Commission.

      


      o.         "Weighted
Average Price" means, for any security as of any date, the dollar
volume-weighted average price for such security on the Trading Market during the
period beginning at 9:30:01 a.m., New York Time (or such other time as the
Principal Market publicly announces is the official open of trading), and ending
at 4:00:00 p.m., New York Time (or such other time as the Principal Market
publicly announces is the official close of trading) as reported by Bloomberg
through its "Volume at Price" functions, or, if the foregoing does not apply,
the dollar volume-weighted average price of such security in the
over-the-counter market on the electronic bulletin board for such security
during the period beginning at 9:30:01 a.m., New York Time (or such other time
as such market publicly announces is the official open of trading), and ending
at 4:00:00 p.m., New York Time (or such other time as such market publicly
announces is the official close of trading) as reported by Bloomberg, or, if no
dollar volume-weighted average price is reported for such security by Bloomberg
for such hours, the average of the highest closing bid price and the lowest
closing ask price of any of the market makers for such security as reported in
the "pink sheets" by Pink Sheets LLC (formerly the National Quotation Bureau,
Inc.).  If the Weighted Average Price cannot be calculated for a
security on a particular date on any of the foregoing bases, the Weighted
Average Price of such security on such date shall be the fair market value as
mutually determined by Bay Peak and the Required Holders.  If Bay Peak
and the Required Holders are unable to agree upon the fair market value of such
security, then such dispute shall be resolved pursuant to Section
11(p).  All such determinations are to be appropriately adjusted for
any stock dividend, stock split, stock combination or other similar transaction
during the applicable calculation period.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        	  	
                2.

              	
                Registration.

              


      

      


      a.         Mandatory
Registration.  Bay Peak shall prepare, and, as soon as practicable,
but in no event later than the Filing Deadline, file with the SEC the
Registration Statement on  such other form as is available for such a
registration covering the resale of all of the Registrable
Securities.  The Registration Statement prepared pursuant hereto shall
register for resale at least the number of shares of Common Stock equal to the
Required Registration Amount determined as of the date the Registration
Statement is initially filed with the SEC.  The Registration Statement
shall contain (except if otherwise directed by the Required Holders) the
"Selling Stockholders" and "Plan of Distribution" sections in substantially the
form attached hereto as Exhibit B.  Bay Peak shall use its best
efforts to have the Registration Statement declared effective by the SEC as soon
as practicable, but in no event later than the Effectiveness
Deadline.  By 9:30 a.m. New York time on the Business Day following
the Effective Date, Bay Peak shall file with the SEC in accordance with Rule 424
under the 1933 Act the final prospectus to be used in connection with sales
pursuant to such Registration Statement.

      


      b.           Allocation
of Registrable Securities.  The initial number of Registrable
Securities included in any Registration Statement and any increase in the number
of Registrable Securities included therein shall be allocated pro rata among the
Investors based on the number of Registrable Securities held by each Investor at
the time the Registration Statement covering such initial number of Registrable
Securities or increase thereof is declared effective by the SEC.  In
the event that an Investor sells or otherwise transfers any of such Investor's
Registrable Securities, each transferee shall be allocated a pro rata portion of
the then remaining number of Registrable Securities included in such
Registration Statement for such transferor.  Any shares of Common
Stock included in a Registration Statement and which remain allocated to any
Person which ceases to hold any Registrable Securities covered by such
Registration Statement shall be allocated to the remaining Investors, pro rata
based on the number of Registrable Securities then held by such Investors which
are covered by such Registration Statement.

      


      c.           Legal
Counsel.  Subject to Section 5 hereof, the Required Holders shall have
the right to select one legal counsel to review and oversee any registration
pursuant to this Section 2 ("Legal Counsel"), subject to the approval of Bay
Peak, as thereafter designated by the Required Holders.  Bay Peak and
Legal Counsel shall reasonably cooperate with each other in performing Bay
Peak's obligations under this Agreement.

      


      
        	
              	
                3.

              	
                Related
      Obligations.

              


      

      


      At such
time as Bay Peak is obligated to file a Registration Statement with the SEC
pursuant to Section 2, Bay Peak will use its best efforts to effect the
registration of the Registrable Securities in accordance with the intended
method of disposition thereof and, pursuant thereto, Bay Peak shall have the
following obligations:


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      a.           Bay
Peak shall promptly prepare and file with the SEC a Registration Statement with
respect to the Registrable Securities and use its best efforts to cause such
Registration Statement relating to the Registrable Securities to become
effective as soon as practicable after such filing (but in no event later than
the Effectiveness Deadline).  Bay Peak shall keep each Registration
Statement effective pursuant to Rule 415 at all times until the earlier of (i)
the date as of which the Investors may sell all of the Registrable Securities
covered by such Registration Statement without restriction pursuant to Rule 144
(or any successor thereto) promulgated under the 1933 Act or (ii) the date on
which the Investors shall have sold all of the Registrable Securities covered by
such Registration Statement (the "Registration Period").  Bay Peak
shall ensure that each 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 the case of
prospectuses, in the light of the circumstances in which they were made) not
misleading.  The term "best efforts" shall mean, among other things,
that Bay Peak shall submit to the SEC, within two (2) Business Days after the
later of the date that (i) Bay Peak learns that no review of a particular
Registration Statement will be made by the staff of the SEC or that the staff
has no further comments on a particular Registration Statement, as the case may
be, and (ii) the approval of Legal Counsel pursuant to Section 3(c) (which
approval is immediately sought), a request for acceleration of effectiveness of
such Registration Statement to a time and date not later than two (2) Business
Days after the submission of such request.  Bay Peak shall respond in
writing to comments made by the SEC in respect of a Registration Statement as
soon as practicable, but in no event later than fifteen (15) days after the
receipt of comments by or notice from the SEC that an amendment is required in
order for a Registration Statement to be declared effective.

      


      b.           Bay
Peak 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 Bay
Peak 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 Bay
Peak filing a report on Form 10-Q, Form 10-K or any analogous report under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), Bay Peak shall
have incorporated such report by reference into such 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
Bay Peak to amend or supplement such Registration Statement.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      c.           Bay
Peak shall (A) permit Legal Counsel to review and comment upon (i) a
Registration Statement at least five (5) Business Days prior to its filing with
the SEC and (ii) all amendments and supplements to all Registration Statements
(except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K, and any similar or successor reports) within a reasonable
number of days prior to their filing with the SEC, and (B) not file any
Registration Statement or amendment or supplement thereto in a form to which
Legal Counsel reasonably objects.  Bay Peak shall not submit a request
for acceleration of the effectiveness of a Registration Statement or any
amendment or supplement thereto without the prior approval of Legal Counsel,
which consent shall not be unreasonably withheld.  Bay Peak shall
furnish to Legal Counsel, without charge, (i) copies of any correspondence from
the SEC or the staff of the SEC to Bay Peak or its representatives relating to
any Registration Statement, (ii) promptly after the same is prepared and filed
with the SEC, one copy of any Registration Statement and any amendment(s)
thereto, including financial statements and schedules, all documents
incorporated therein by reference, if requested by an Investor, and all exhibits
and (iii) upon the effectiveness of any Registration Statement, one copy of the
prospectus included in such Registration Statement and all amendments and
supplements thereto.  Bay Peak shall reasonably cooperate with Legal
Counsel in performing Bay Peak's obligations pursuant to this Section
3.

      


      d.           Bay
Peak shall furnish to each Investor whose Registrable Securities are included in
any Registration Statement, without charge, (i) promptly after the same is
prepared and filed with the SEC, 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, ten (10) copies 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.

      


      e.           Bay
Peak shall use its best efforts to (i) register and qualify, unless an exemption
from registration and qualification applies, the resale by Investors of the
Registrable Securities covered by a Registration Statement under such other
securities or "blue sky" laws of all applicable jurisdictions in the United
States, (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 Bay Peak shall not be required in connection therewith
or as a condition thereto to (x) qualify to do business in any jurisdiction
where it would not otherwise be required to qualify but for this Section 3(e),
(y) subject itself to general taxation in any such jurisdiction, or (z) file a
general consent to service of process in any such jurisdiction.  Bay
Peak shall promptly notify Legal Counsel and each Investor who holds Registrable
Securities of the receipt by Bay Peak 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
threatening of any proceeding for such purpose.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      f.           Bay
Peak shall notify Legal Counsel and each Investor 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 3(r), 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 Legal Counsel and each Investor (or such other number of copies as
Legal Counsel or such Investor may reasonably request).  Bay Peak
shall also promptly notify Legal Counsel and 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 Legal
Counsel and each Investor by facsimile or e-mail on the same day of such
effectiveness and by overnight mail), (ii) of any request by the SEC for
amendments or supplements to a Registration Statement or related prospectus or
related information, and (iii) of Bay Peak's reasonable determination that a
post-effective amendment to a Registration Statement would be
appropriate.

      


      g.           Bay
Peak 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 moment and to
notify Legal Counsel and each Investor who holds Registrable Securities being
sold of the issuance of such order and the resolution thereof or its receipt of
actual notice of the initiation or threat of any proceeding for such
purpose.

      


      h.           If
any Investor is required under applicable securities laws to be described in the
Registration Statement as an underwriter or an Investor believes that it could
reasonably be deemed to be an underwriter of Registrable Securities, at the
reasonable request of such Investor, Bay Peak shall furnish to such Investor, on
the date of the effectiveness of the Registration Statement and thereafter from
time to time on such dates as an Investor may reasonably request (i) a letter,
dated such date, from Bay Peak'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, addressed to the
Investors, and (ii) an opinion, dated as of such date, of counsel representing
Bay Peak for purposes of such Registration Statement, in form, scope and
substance as is customarily given in an underwritten public offering, addressed
to the Investors.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      i.           If
any Investor is required under applicable securities laws to be described in the
Registration Statement as an underwriter or an Investor believes that it could
reasonably be deemed to be an underwriter of Registrable Securities, Bay Peak
shall make available for inspection by (i) such Investor, (ii) Legal Counsel and
(iii) one firm of accountants or other agents retained by the Investors
(collectively, the "Inspectors"), all pertinent financial and other records, and
pertinent corporate documents and properties of Bay Peak (collectively, the
"Records"), as shall be reasonably deemed necessary by each Inspector, and cause
Bay Peak's officers, directors and employees to supply all information which any
Inspector may reasonably request; provided, however, that each Inspector shall
agree to hold in strict confidence and shall not make any disclosure (except to
an Investor) or use of any Record or other information which Bay Peak 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
Agreement.  Each Investor agrees that it shall, upon learning that
disclosure of such Records is sought in or by a court or governmental body of
competent jurisdiction or through other means, give prompt notice to Bay Peak
and allow Bay Peak, at its expense, to undertake appropriate action to prevent
disclosure of, or to obtain a protective order for, the Records deemed
confidential.  Nothing herein (or in any other confidentiality
agreement between Bay Peak and any Investor) shall be deemed to limit the
Investors' ability to sell Registrable Securities in a manner which is otherwise
consistent with applicable laws and regulations.

      


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

      


      k.           Bay
Peak shall use its best efforts either to (i) cause all of the Registrable
Securities covered by a Registration Statement to be listed on each securities
exchange on which securities of the same class or series issued by Bay Peak are
then listed, if any, if the listing of such Registrable Securities is then
permitted under the rules of such exchange or (ii) secure the inclusion for
quotation of all of the Registrable Securities on The NASDAQ Global Select
Market or (iii) if, despite Bay Peak's best efforts, Bay Peak is unsuccessful in
satisfying the preceding clauses (i) and (ii), to secure the inclusion for
quotation on The NASDAQ Global Market, The New York Stock Exchange, The NASDAQ
Capital Market or the NYSE Amex Equities for such Registrable Securities and,
without limiting the generality of the foregoing, to use its best efforts to
arrange for at least two market makers to register with the Financial Industry
Regulatory Authority ("FINRA") as such with respect to such Registrable
Securities.  Bay Peak shall pay all fees and expenses in connection
with satisfying its obligation under this Section 3(k).


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


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

      


      m.           If
requested by an Investor, Bay Peak shall as soon as practicable (i) incorporate
in a prospectus supplement or post-effective amendment such information as an
Investor reasonably requests to be included therein relating to the sale and
distribution of Registrable Securities, including, without limitation,
information with respect to the number of Registrable Securities being offered
or sold, the purchase price being paid therefor and any other terms of the
offering of the Registrable Securities to be sold in such offering; (ii) make
all required filings of such prospectus supplement or post-effective amendment
after being notified of the matters to be incorporated in such prospectus
supplement or post-effective amendment; and (iii) supplement or make amendments
to any Registration Statement if reasonably requested by an Investor holding any
Registrable Securities.

      


      n.           Bay
Peak shall use its best efforts to cause the Registrable Securities covered by a
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.

      


      o.           Bay
Peak shall otherwise use its best efforts to comply with all applicable rules
and regulations of the SEC in connection with any registration
hereunder.

      


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


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      q.           Notwithstanding
anything to the contrary herein, at any time after the Effective Date, Bay Peak
may delay the disclosure of material, non-public information concerning Bay Peak
the disclosure of which at the time is not, in the good faith opinion of the
Board of Directors of Bay Peak and its counsel, in the best interest of Bay Peak
and, in the opinion of counsel to Bay Peak, otherwise required (a "Grace
Period"); provided, that Bay Peak shall promptly (i) notify the Investors in
writing of the existence of material, non-public information giving rise to a
Grace Period (provided that in each notice Bay Peak will not disclose the
content of such material, non-public information to the Investors) and the date
on which the Grace Period will begin, and (ii) notify the Investors in writing
of the date on which the Grace Period ends; and, provided further, that no Grace
Period shall exceed five (5) consecutive days and during any three hundred sixty
five (365) day period such Grace Periods shall not exceed an aggregate of twenty
(20) days and the first day of any Grace Period must be at least five (5)
Trading Days after the last day of any prior Grace Period (each, an "Allowable
Grace Period").  For purposes of determining the length of a Grace
Period above, the Grace Period shall begin on and include the date the Investors
receive the notice referred to in clause (i) and shall end on and include the
later of the date the Investors receive the notice referred to in clause (ii)
and the date referred to in such notice.  The provisions of Section
3(g) hereof shall not be applicable during the period of any Allowable Grace
Period.  Upon expiration of the Grace Period, Bay Peak shall again be
bound by the first sentence of Section 3(f) with respect to the information
giving rise thereto unless such material, non-public information is no longer
applicable.  Notwithstanding anything to the contrary, Bay Peak shall
cause its transfer agent to deliver unlegended shares of Common Stock to a
transferee of an Investor in accordance with the terms of the Subscription
Agreement in connection with any sale of Registrable Securities with respect to
which an Investor has entered into a contract for sale, prior to the Investor's
receipt of the notice of a Grace Period and for which the Investor has not yet
settled.

      


      r.           Neither
Bay Peak nor any Subsidiary or affiliate thereof shall identify any Subscriber
as an underwriter in any public disclosure or filing with the SEC or any
Principal Market (as defined in the Subscription Agreement) or Eligible Market
and any Subscriber being deemed an underwriter by the SEC shall not relieve Bay
Peak of any obligations it has under this Agreement; provided, however, that the
foregoing shall not prohibit Bay Peak from including the disclosure found in the
"Plan of Distribution" section attached hereto as Exhibit B in the Registration
Statement.

      


      
        	
              	
                4.

              	
                Obligations of the
      Investors.

              


      

      


      a.           At
least five (5) Business Days prior to the first anticipated filing date of a
Registration Statement, Bay Peak shall notify each Investor in writing of the
information Bay Peak requires from each such Investor if such Investor elects to
have any of such Investor's Registrable Securities included in such Registration
Statement.  It shall be a condition precedent to the obligations of
Bay Peak to complete the registration pursuant to this Agreement with respect to
the Registrable Securities of a particular Investor that such Investor shall
furnish to Bay Peak 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 and maintain
the effectiveness of the registration of such Registrable Securities and shall
execute such documents in connection with such registration as Bay Peak may
reasonably request.

      


      b.           Each
Investor, by such Investor’s acceptance of the Registrable Securities, agrees to
cooperate with Bay Peak as reasonably requested by Bay Peak in connection with
the preparation and filing of any Registration Statement hereunder, unless such
Investor has notified Bay Peak 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 Bay Peak of the happening
of any event of the kind described in Section 3(g) or the first sentence of
3(f), 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(g) or the first sentence of 3(f) or
receipt of notice that no supplement or amendment is
required.  Notwithstanding anything to the contrary, Bay Peak shall
cause its transfer agent to deliver unlegended shares of Common Stock to a
transferee of an Investor in accordance with the terms of the Subscription
Agreement in connection with any sale of Registrable Securities with respect to
which an Investor has entered into a contract for sale prior to the Investor's
receipt of a notice from Bay Peak of the happening of any event of the kind
described in Section 3(g) or the first sentence of 3(f) and for which the
Investor has not yet settled.

      


      d.           
Each Investor covenants and agrees that it will comply with the prospectus
delivery requirements of the 1933 Act as applicable to it or an exemption
therefrom in connection with sales of Registrable Securities pursuant to the
Registration Statement.

      


      
        	
              	
                5.

              	
                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
qualifications fees, printers and accounting fees, and fees and disbursements of
counsel for Bay Peak shall be paid by Bay Peak. Bay Peak shall also reimburse
the Investors for the fees and disbursements of Legal Counsel in connection with
registration, filing or qualification pursuant to Sections 2 and 3 of this
Agreement.

      


      
        	
              	
                6.

              	
                Indemnification.

              


      

      


      In the
event any Registrable Securities are included in a Registration Statement under
this Agreement:


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      a.              To
the fullest extent permitted by law, Bay Peak 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 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, and (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
Bay Peak 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 (the matters in the foregoing
clauses (i) and (ii), collectively, "Violations").  Subject to Section
6(c), Bay Peak 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
6(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 Bay Peak 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,
if such prospectus was timely made available by Bay Peak pursuant to Section
3(d); and (ii) shall not apply to amounts paid in settlement of any Claim if
such settlement is effected without the prior written consent of Bay Peak, 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 9.

      


      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 6(a), Bay Peak, each of its directors, each of its officers who
signs the Registration Statement and each Person, if any, who controls Bay Peak
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 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 Bay Peak
by such Investor expressly for use in connection with such Registration
Statement; and, subject to Section 6(c), such Investor shall reimburse the
Indemnified Party, promptly as such expenses are incurred and are due and
payable, for 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 6(b) and the
agreement with respect to contribution contained in Section 7 shall not apply to
amounts paid in settlement of any Claim if such settlement is effected without
the prior written consent of such Investor, which consent shall not be
unreasonably withheld or delayed; provided, further, however, that the Investor
shall be liable under this Section 6(b) for only that amount of a Claim or
Indemnified Damages as does not exceed the net proceeds to such Investor as a
result of the sale of Registrable Securities pursuant to such Registration
Statement.  Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such Indemnified Party
and shall survive the transfer of the Registrable Securities by the Investors
pursuant to Section 9.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      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 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 6, except to the
extent that the indemnifying party is prejudiced in its ability to defend such
action.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


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

      


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

      


      
        	
              	
                7.

              	
                Contribution.

              


      

      


      To the
extent any indemnification by an indemnifying party is prohibited or limited by
law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the
fullest extent permitted by law; provided, however, that:  (i) no
Person involved in the sale of Registrable Securities which Person is guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933
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 amount of net proceeds received by
such seller from the sale of such Registrable Securities pursuant to such
Registration Statement.

      


      
        	
              	
                8.

              	
                Reserved.

              


      

      


      
        	
              	
                9.

              	
                Assignment of
      Registration Rights.

              


      

      


      The
rights under this Agreement are 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 Bay Peak within a
reasonable time after such assignment; (ii) Bay Peak 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 1933
Act or applicable state securities laws; (iv) at or before the time Bay Peak
receives the written notice contemplated by clause (ii) of this sentence the
transferee or assignee agrees in writing with Bay Peak 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.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        	
              	
                10.

              	
                Amendment of
      Registration Rights.

              


      

      


      Provisions
of this Agreement may be amended and the observance thereof may be waived
(either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of Bay Peak and the Required
Holders.  Any amendment or waiver effected in accordance with this
Section 10 shall be binding upon each Investor and Bay Peak.  No such
amendment shall be effective to the extent that it applies to less than all of
the holders of the Registrable Securities.  No consideration shall be
offered or paid to any Person to amend or consent to a waiver or modification of
any provision of this Agreement unless the same consideration also is offered to
all of the parties to this Agreement.

      


      
        	
              	
                11.

              	
                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
Bay Peak receives conflicting instructions, notices or elections from two or
more Persons with respect to the same Registrable Securities, Bay Peak shall act
upon the basis of instructions, notice or election received from such record
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 Bay
Peak:

      


      Room F,
35/Floor Noble Center No. 1006

      3rd
Fuzhong Road Futian District,

      Shenzhen
518026, China

      Attention:  Regis
Kwong

      Facsimile:
86-755 8202 8883

      


      With a
copy (for informational purposes only) to:

      


      Loeb
& Loeb LLP

      345 Park
Ave.

      New York,
New York 10154

      Attention:
Mitchell Nussbaum

      Facsimile:
212 504-3013


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


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

      


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

      d.           All
questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by the internal laws of the State of New
York, without giving effect to any choice of law or conflict of law provision or
rule (whether of the State of New York or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State of
New York.  Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in The City of New York,
Borough of Manhattan, 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.  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.           If
any provision of this Agreement is prohibited by law or otherwise determined to
be invalid or unenforceable by a court of competent jurisdiction, the provision
that would otherwise be prohibited, invalid or unenforceable shall be deemed
amended to apply to the broadest extent that it would be valid and enforceable,
and the invalidity or unenforceability of such provision shall not affect the
validity of the remaining provisions of this Agreement so long as this Agreement
as so modified continues to express, without material change, the original
intentions of the parties as to the subject matter hereof and the prohibited
nature, invalidity or unenforceability of the provision(s) in question does not
substantially impair the respective expectations or reciprocal obligations of
the parties or the practical realization of the benefits that would otherwise be
conferred upon the parties.  The parties will endeavor in good faith
negotiations to replace the prohibited, invalid or unenforceable provision(s)
with a valid provision(s), the effect of which comes as close as possible to
that of the prohibited, invalid or unenforceable provision(s).


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      f.           This
Agreement and the instruments referenced herein and therein 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 other Transaction Documents and the
instruments referenced herein and therein supersede all prior agreements and
understandings among the parties hereto with respect to the subject matter
hereof and thereof.

      


      g.          Subject
to the requirements of Section 9, this Agreement shall inure to the benefit of
and be binding upon the permitted successors and assigns of each of the parties
hereto.

      


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

      


      i.           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.

      


      j.           .
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 any 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.

      


      k.           All
consents and other determinations required to be made by the Investors pursuant
to this Agreement shall be made, unless otherwise specified in this Agreement,
by the Required Holders.

      


      l.           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.

      


      m.          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.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      n.           The
obligations of each Investor hereunder are several and not joint with the
obligations of any other Investor, and no provision of this Agreement is
intended to confer any obligations on any Investor vis-à-vis any other
Investor.  Nothing contained herein, and no action taken by any
Investor pursuant hereto, 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
herein.

      


      o.           Unless
otherwise indicated, all dollar amounts referred to in this Agreement are in
United States Dollars.  All amounts owing under this Agreement shall
be paid in US dollars.  All amounts denominated in other currencies
shall be converted in the US dollar equivalent amount in accordance with the
Exchange Rate on the date of calculation.  "Exchange Rate" means, in
relation to any amount of currency to be converted into US dollars pursuant to
this Agreement, the US dollar exchange rate as published in the Wall Street
Journal on the relevant date of calculation.

      


      p.           In
the case of a dispute as to the determination of the Weighted Average Price, Bay
Peak shall submit the disputed determinations via facsimile within two (2)
Business Days of receipt of a notice giving rise to such dispute to the Required
Holders.  If the Required Holders and Bay Peak are unable to agree
upon such determination or calculation of the Weighted Average Price within
three (3) Business Days of such disputed determination being submitted to the
Required Holders, then Bay Peak shall, within two (2) Business Days submit via
facsimile the disputed determination of the Weighted Average Price to an
independent, reputable investment bank selected by Bay Peak and approved by the
Required Holders.  Bay Peak shall cause at its expense the investment
bank to perform the determinations or calculations and notify Bay Peak and the
Required Holders of the results no later than ten (10) Business Days from the
time it receives the disputed determinations or calculations.  Such
investment bank's determination shall be binding upon all parties absent
demonstrable error.

      


      q.           Judgment
Currency.

      


      i.           If
for the purpose of obtaining or enforcing judgment against Bay Peak in any court
in any jurisdiction it becomes necessary to convert into any other currency
(such other currency being hereinafter in this Section 11(p) referred to as the
"Judgment Currency") an amount due in US Dollars under this Agreement, the
conversion shall be made at the Exchange Rate prevailing on the Business Day
immediately preceding:

      


       
(a)           the date of
actual payment of the amount due, in the case of any proceeding in the courts of
New York or in the courts of any other jurisdiction that will give effect to
such conversion being made on such date: or

      


       
(b)           the date on
which the foreign court determines, in the case of any proceeding in the courts
of any other jurisdiction (the date as of which such conversion is made pursuant
to this Section being hereinafter referred to as the "Judgment Conversion
Date").


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      ii.           If
in the case of any proceeding in the court of any jurisdiction referred to in
Section 11(p)(i)(b) above, there is a change in the Exchange Rate prevailing
between the Judgment Conversion Date and the date of actual payment of the
amount due, the applicable party shall pay such adjusted amount as may be
necessary to ensure that the amount paid in the Judgment Currency, when
converted at the Exchange Rate prevailing on the date of payment, will produce
the amount of US Dollars which could have been purchased with the amount of
Judgment Currency stipulated in the judgment or judicial order at the Exchange
Rate prevailing on the Judgment Conversion Date.

      


      iii.           Any
Amount due from Bay Peak under this provision shall be due as a separate debt
and shall not be affected by judgment being obtained for any other amounts due
under or in respect of this Agreement.

      


      * * * * *
*

      [Signature
Page Follows]


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      IN
WITNESS WHEREOF, each Subscriber and Bay Peak have caused their respective
signature page to this Registration Rights Agreement to be duly executed as of
the date first written above.

      


      
        
          
            	 
      	
                    COMPANY:

                  
	 
      	 
      
	 
      	
                    BAY
      PEAK ACQUISITION CORP.

                  
	 
      	 
      
	 
      	
                    By: 

                  	
                     
      

                  
	 
      	 
      	
                    Name:

                    Title:   Chief
      Executive Officer

                  


          

        

      

      


      
        
          
            
              
                
                  
                    
                      	
                              SUBSCRIBERS:

                            
	 
      
	
                              INDIVIDUAL

                            	 	
                              ENTITY

                            
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	
                              PRINT
      NAME

                            	 	
                              By:

                            	 
      
	 
      	 	
                               
      

                            	
                              Name:

                            
	 
      	 	
                               
      

                            	
                              Title:

                            


                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
OF SUBSCRIBERS

       

      
        
          
            
              
                	
                        Subscriber 

                      	 	
                        Subscriber Address

                        and Facsimile Number

                      	 	 	
                        Subscriber's Representative's Address 

                        and Facsimile Number

                      	 
	 	 	 	 	 	 	 	 	 
	
                        [Other
      Subscribers]

                      	 	 	 	 	 	 	 	 


              

            

          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      EXHIBIT
A

      


      FORM OF NOTICE OF
EFFECTIVENESS

      OF REGISTRATION
STATEMENT

       

      [insert
name of Company’s transfer agent]

      


      Attention:           
 [                         ]

      


        
 Re:      Bay Peak Acquisition
Corp.

       

      Ladies
and Gentlemen:

       

      [We
are][I am] counsel to Bay Peak Acquisition Corp., a Nevada corporation (“Bay
Peak"), and have represented Bay Peak in connection with that certain
Subscription Agreement (the "Subscription Agreement") entered into by and among
Bay Peak and the Subscribers named therein (collectively, the "Holders")
pursuant to which Bay Peak issued to the Holders shares (the "Shares") of Bay
Peak's common stock, par value $0.______ per share (the "Common
Stock").  Pursuant to the Subscription Agreement, Bay Peak also has
entered into a Registration Rights Agreement with the Holders (the "Registration
Rights Agreement") pursuant to which Bay Peak agreed, among other things, to
register the Registrable Securities (as defined in the Registration Rights
Agreement), including the Shares under the Securities Act of 1933, as amended
(the "1933 Act").  In connection with Bay Peak's obligations under the
Registration Rights Agreement, on ____________ ___, 200_, Bay Peak filed a
Registration Statement on Form S-3 (File No. 333-_____________) (the
"Registration Statement") with the Securities and Exchange Commission (the
"SEC") relating to the Registrable Securities which names each of the Holders as
a selling stockholder thereunder.

       

      In
connection with the foregoing, [we][I] advise you that a member of the SEC's
staff has advised [us][me] 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][I] 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.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      This letter shall serve as our standing
instruction to you that the shares of Common Stock are freely transferable by
the Holders pursuant to the Registration Statement.  You need not
require further letters from us to effect any future legend-free issuance or
reissuance of shares of Common Stock to the Holders as contemplated by Bay
Peak's Irrevocable Transfer Agent Instructions dated _______ __,
20__.

       

      
        
          
            	
                    Very
      truly yours,

                  
	 
      
	
                    [ISSUER'S
      COUNSEL]

                  
	 
      
	
                    By: 

                  	 
      


          

        

      

      CC:      [LIST
NAMES OF HOLDERS]


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          
            	
                    Name of Selling Stockholder

                  	 	
                    Number of Shares of

                    Common Stock Owned

                    Prior to Offering

                  	 	 	
                    Maximum Number of

                    Shares of Common Stock to

                    be Sold Pursuant to this

                    Prospectus

                  	 	 	
                    Number of Shares of

                    Common Stock Owned

                    After Offering

                  	 
	  
      	 	 	 	 	 	 	 	 	 	 	 	 


          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      PLAN OF
DISTRIBUTION

       

      We are
registering the shares of common stock previously issued to permit the resale of
such shares of common stock by the holders from time to time after the date of
this prospectus.  We will not receive any of the proceeds from the
sale by the selling stockholders of the shares of common stock.  We
will bear all fees and expenses incident to our obligation to register the
shares of common stock.

       

      The
selling stockholders may sell all or a portion of the shares of common stock
beneficially owned by them and offered hereby from time to time directly or
through one or more underwriters, broker-dealers or agents.  If the
shares of common stock are sold through underwriters or broker-dealers, the
selling stockholders will be responsible for underwriting discounts or
commissions or agent's commissions.  The shares of common stock may be
sold in one or more transactions at fixed prices, at prevailing market prices at
the time of the sale, at varying prices determined at the time of sale, or at
negotiated prices.  These sales may be effected in transactions, which
may involve crosses or block transactions,

       

      
        	
              	
                ·

              	
                on
      any national securities exchange or quotation service on which the
      securities may be listed or quoted at the time of
  sale;

              


      

       

      
        	
              	
                ·

              	
                in
      the over-the-counter market;

              


      

       

      
        	
              	
                ·

              	
                in
      transactions otherwise than on these exchanges or systems or in the
      over-the-counter market;

              


      

       

      
        	
              	
                ·

              	
                through
      the writing of options, whether such options are listed on an options
      exchange or otherwise;

              


      

       

      
        	
              	
                ·

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

              


      

       

      
        	
              	
                ·

              	
                block trades in which the
      broker-dealer will attempt to sell the shares as agent but may position
      and resell a portion of the block as principal to facilitate the
      transaction;

              


      

       

      
        	
              	
                ·

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

              


      

       

      
        	
              	
                ·

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

              


      

       

      
        	
              	
                ·

              	
                privately negotiated
      transactions;

              


      

       

      
        	
              	
                ·

              	
                short
  sales;

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	
              	
                ·

              	
                sales pursuant to Rule
      144;

              


      

       

      
        	
              	
                ·

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

              


      

       

      
        	
              	
                ·

              	
                a combination of any such methods
      of sale; and

              


      

       

      
        	
              	
                ·

              	
                any other method permitted
      pursuant to applicable law.

              


      

       

      If the
selling stockholders effect such transactions by selling shares of common stock
to or through underwriters, broker-dealers or agents, such underwriters,
broker-dealers or agents may receive commissions in the form of discounts,
concessions or commissions from the selling stockholders or commissions from
purchasers of the shares of common stock for whom they may act as agent or to
whom they may sell as principal (which discounts, concessions or commissions as
to particular underwriters, broker-dealers or agents may be in excess of those
customary in the types of transactions involved).  In connection with
sales of the shares of common stock or otherwise, the selling stockholders may
enter into hedging transactions with broker-dealers, which may in turn engage in
short sales of the shares of common stock in the course of hedging in positions
they assume.  The selling stockholders may also sell shares of common
stock short and deliver shares of common stock covered by this prospectus to
close out short positions and to return borrowed shares in connection with such
short sales.  The selling stockholders may also loan or pledge shares
of common stock to broker-dealers that in turn may sell such
shares.

       

      The
selling stockholders may pledge or grant a security interest in some or all of
the shares of Common Stock owned by them and, if they default in the performance
of their secured obligations, the pledgees or secured parties may offer and sell
the shares of common stock from time to time pursuant to this prospectus or any
amendment to this prospectus under Rule 424(b)(3) or other applicable provision
of the Securities Act of 1933, as amended, amending, if necessary, the list of
selling stockholders to include the pledgee, transferee or other successors in
interest as selling stockholders under this prospectus.  The selling
stockholders also may transfer and donate the shares of common stock in other
circumstances in which case the transferees, donees, pledgees or other
successors in interest will be the selling beneficial owners for purposes of
this prospectus.

       

      The
selling stockholders and any broker-dealer participating in the distribution of
the shares of common stock may be deemed to be "underwriters" within the meaning
of the Securities Act, and any commission paid, or any discounts or concessions
allowed to, any such broker-dealer may be deemed to be underwriting commissions
or discounts under the Securities Act.  At the time a particular
offering of the shares of common stock is made, a prospectus supplement, if
required, will be distributed which will set forth the aggregate amount of
shares of common stock being offered and the terms of the offering, including
the name or names of any broker-dealers or agents, any discounts, commissions
and other terms constituting compensation from the selling stockholders and any
discounts, commissions or concessions allowed or reallowed or paid to
broker-dealers.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      Under the
securities laws of some states, the shares of common stock may be sold in such
states only through registered or licensed brokers or dealers.  In
addition, in some states the shares of common stock may not be sold unless such
shares have been registered or qualified for sale in such state or an exemption
from registration or qualification is available and is complied
with.

       

      There can
be no assurance that any selling stockholder will sell any or all of the shares
of common stock registered pursuant to the registration statement, of which this
prospectus forms a part.

       

      The
selling stockholders and any other person participating in such distribution
will be subject to applicable provisions of the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder, including, without
limitation, Regulation M of the Exchange Act, which may limit the timing of
purchases and sales of any of the shares of common stock by the selling
stockholders and any other participating person.  Regulation M may
also restrict the ability of any person engaged in the distribution of the
shares of common stock to engage in market-making activities with respect to the
shares of common stock.  All of the foregoing may affect the
marketability of the shares of common stock and the ability of any person or
entity to engage in market-making activities with respect to the shares of
common stock.

       

      We will
pay all expenses of the registration of the shares of common stock pursuant to
the registration rights agreement, estimated to be
$[     ] in total, including, without limitation,
Securities and Exchange Commission filing fees and expenses of compliance with
state securities or "blue sky" laws; provided, however, that a selling
stockholder will pay all underwriting discounts and selling commissions, if
any.  We will indemnify the selling stockholders against liabilities,
including some liabilities under the Securities Act, in accordance with the
registration rights agreements, or the selling stockholders will be entitled to
contribution.  We may be indemnified by the selling stockholders
against civil liabilities, including liabilities under the Securities Act, that
may arise from any written information furnished to us by the selling
stockholder specifically for use in this prospectus, in accordance with the
related registration rights agreement, or we may be entitled to
contribution.

       

      Once sold
under the registration statement, of which this prospectus forms a part, the
shares of common stock will be freely tradable in the hands of persons other
than our affiliates.