ex10.11


    EXHIBIT
      10.11

    


    
      

AMENDMENT
      AND WAIVER

    


    This
      Amendment and Waiver (this “Amendment”),
      dated
      as of December 31, 2005, is entered into by and between CREATIVE VISTAS, INC.,
      an Arizona corporation (the "Company"), and
      LAURUS MASTER FUND, LTD., a Cayman Islands company ("Laurus"),
      for
      the purpose of amending the terms of that certain Registration Rights Agreement
      by and between the Company and Laurus, dated as of September 30, 2004 (as
      amended, modified or supplemented from time to time, the “Registration
      Rights Agreement”).
      Capitalized terms used herein without definition shall have the meanings
      ascribed to such terms in that certain Securities Purchase Agreement by and
      between the Company and Laurus, dated as of September 30, 2004 (as amended,
      modified and/or supplemented from time to time, the “Securities
      Purchase Agreement”).

    


    WHEREAS,
      the Registration Statement (as defined in the Registration Right Agreement)
      has
      not been declared effective by the Commission as required pursuant to Section
      2(b)(ii) of the Registration Rights Agreement and as a result the Company owes
      Laurus certain liquidated damages (the “Liquidated
      Damages”)
      as
      determined in accordance with Section 2(b) of the Registration Rights Agreement;
      and 

    


    WHEREAS,
      the Company has not yet paid the Liquidated Damages; and 

    


    WHEREAS,
      Laurus has agreed to forgive the payment of the Liquidated Damages;
      and

    


    WHEREAS,
      the Company and Laurus have agreed to make certain changes to the Registration
      Rights Agreement as set forth herein; 

    


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

     

    1.  
      Laurus
      hereby waives any Liquidated Damages due and payable to Laurus by the Company
      up
      to and including the date hereof. 

     

    2.  Section
      1
      of the Registration Rights Agreement is hereby by amended by deleting the
      definition of “Effectiveness Date” in its entirety and inserting the following
      new definition in lieu thereof:

     

    "Effectiveness
      Date"
      means
      (i) with respect to the initial Registration Statement required to be filed
      hereunder, a date no later than March 31, 2006 and (ii) with respect to each
      additional Registration Statement required to be filed hereunder, unless
      otherwise agreed to by the Company and Laurus, a date no later than forty five
      (45) days following the applicable Filing Date.

     

    3.  Each
      amendment and waiver set forth herein shall be effective as of the date first
      above written (the “Amendment
      Effective Date”)
      on the
      date when each of the Company and Laurus shall have executed and the Company
      shall have delivered to Laurus its respective counterpart to this
      Amendment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    4.  Except
      as
      specifically set forth in this Amendment, there are no other amendments,
      modifications or waivers to the Registration Rights Agreement, the Securities
      Purchase Agreement or any Related Agreement, and all of the other forms, terms
      and provisions of the Registration Rights Agreement, the Securities Purchase
      Agreement or any Related Agreement remain in full force and effect.

    


    5.  The
      Company hereby represents and warrants to Laurus that (i) no Event of Default
      (as defined in each of the Note and that certain Security Agreement, dated
      as of
      September 30, 2004, by and among the Company, certain subsidiaries of the
      Company and Laurus (as amended, modified or supplemented from time to time,
      the
“Security Agreement”) exists on the date hereof, after giving effect to this
      Amendment, (ii) on the date hereof, after giving effect to this Amendment,
      all
      representations, warranties and covenants made by the Company in connection
      with
      the Registration Rights Agreement, the Securities Purchase Agreement, any
      Related Agreement, the Security Agreement and any Ancillary Agreement referred
      to in the Security Agreement are true, correct and complete and (iii) on the
      date hereof, after giving effect to this Amendment, all of the Company’s and its
      Subsidiaries’ covenant requirements set forth in each of the Registration Rights
      Agreement, the Securities Purchase Agreement, any Related Agreement, the
      Security Agreement and any Ancillary Agreement referred to in the Security
      Agreement have been met.

    


    6.  From
      and
      after the Amendment Effective Date, all references in the Registration Rights
      Agreement, the Securities Purchase Agreement, any Related Agreement, the
      Security Agreement and any Ancillary Agreement to the Registration Rights
      Agreement shall be deemed to be references to the Registration Rights Agreement
      as modified hereby.

    


    7.  This
      Amendment shall be binding upon the parties hereto and their respective
      successors and permitted assigns and shall inure to the benefit of and be
      enforceable by each of the parties hereto and their respective successors and
      permitted assigns. THIS
      AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY
      THE
      LAW OF THE STATE OF NEW YORK.
      This
      Amendment may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which shall constitute one instrument. 

    


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      REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

     


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      each of
      the Company and Laurus has caused this Amendment to be signed in its name
      effective as of the date first above written.

     

     

    CREATIVE
      VISTAS, INC.

     

    By:  
      /s/
      Heung
      Hung Lee 
      
        

      

    

    Name:
      Heung Hung Lee

    Title:
      Secretary

     

     

    LAURUS
      MASTER FUND, LTD.

     

    By: 
      /s/
      David
      Grin 
      
        

      

    

    Name:
      David Grin

    Title:
      Director

    


     

    
      
        
        

      

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