REGISTRATION RIGHTS AGREEMENT

      This  Registration  Rights Agreement (the "Agreement") is made and entered
into as of this  16th day of  February,  2005 by and among  C-Chip  Technologies
Corporation,  a Nevada corporation (the "Company"), and the "Investors" named in
that certain Purchase Agreement dated this date by and among the Company and the
Investors (the "Purchase Agreement").

      The parties hereby agree as follows:

      1. Certain Definitions.

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

      "Affiliate"  means,  with  respect to any person,  any other  person which
directly or indirectly  controls,  is controlled  by, or is under common control
with, such person.

      "Business  Day" means a day,  other than a  Saturday  or Sunday,  on which
banks in New York City are open for the general transaction of business.

      "Common Stock" shall mean the Company's  common stock,  par value $0.00001
per  share,  and any  securities  into  which such  shares  may  hereinafter  be
reclassified.

      "Conversion  Shares"  means the shares of Common Stock  issuable  upon the
conversion of the Notes.

      "Investors" shall mean the Investors  identified in the Purchase Agreement
and any  Affiliate or permitted  transferee  of any Investor who is a subsequent
holder of any Warrants or Registrable Securities.

      "Notes" means the Company's 9.0% Senior Secured  Convertible Notes, Series
A, issued to the Investors pursuant to the Purchase Agreement, the form of which
is attached to the Purchase Agreement as Exhibit A.

      "Prospectus"  shall  mean  the  prospectus  included  in any  Registration
Statement, 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  such  Registration  Statement  and  by  all  other  amendments  and
supplements  to the  prospectus,  including  post-effective  amendments  and all
material incorporated by reference in such prospectus.

      "Register,"  "registered" and "registration"  refer to a registration made
by  preparing  and  filing a  Registration  Statement  or  similar  document  in
compliance with the 1933 Act (as defined below), and the declaration or ordering
of effectiveness of such Registration Statement or document.

      "Registrable  Securities" shall mean (i) the Conversion  Shares,  (ii) the
Warrant Shares and (iii) any other securities issued or issuable with respect to
or in exchange for  Registrable  Securities;  provided,  that, a security  shall
cease to be a  Registrable  Security  upon (A) sale  pursuant to a  Registration
Statement or Rule 144 under the 1933 Act, or (B) such security becoming eligible
for sale by the Investors pursuant to Rule 144(k).

      "Registration  Statement"  shall mean any  registration  statement  of the
Company  filed  under  the  1933  Act  that  covers  the  resale  of  any of the
Registrable Securities pursuant to the provisions of this Agreement,  amendments
and  supplements  to  such  Registration  Statement,   including  post-effective
amendments,  all  exhibits and all  material  incorporated  by reference in such
Registration Statement.


<PAGE>

      "Required  Investors"  means  the  Investors  holding  a  majority  of the
Registrable Securities.

      "SEC" means the U.S. Securities and Exchange Commission.

      "1933 Act" means the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.

      "1934 Act" means the Securities Exchange Act of 1934, as amended,  and the
rules and regulations promulgated thereunder.

      "Warrants" means, the Series E and Series F warrants to purchase shares of
Common Stock issued to the  Investors  pursuant to the Purchase  Agreement,  the
forms of which are attached to the Purchase Agreement as Exhibits B-1 and B-2.

      "Warrant  Shares"  means  the  shares of Common  Stock  issuable  upon the
exercise of the Warrants.

      2. Registration.

            (a) Registration Statements.

            (i) Promptly  following  the closing of the purchase and sale of the
securities  contemplated  by the Purchase  Agreement (the "Closing Date") but no
later than thirty (30) days after the Closing Date (the "Filing Deadline"),  the
Company shall prepare and file with the SEC one  Registration  Statement on Form
SB-2 (or, if Form SB-2 is not then  available  to the  Company,  on such form of
registration  statement as is then available to effect a registration for resale
of the  Registrable  Securities,  subject to the Required  Investors'  consent),
covering the resale of the Registrable Securities in an amount at least equal to
the Conversion Shares and the Warrant Shares. Such Registration  Statement shall
include the plan of distribution attached hereto as Exhibit A. Such Registration
Statement also shall cover,  to the extent  allowable under the 1933 Act and the
rules promulgated  thereunder (including Rule 416), such indeterminate number of
additional  shares of Common Stock resulting from stock splits,  stock dividends
or similar transactions with respect to the Registrable Securities.  The Company
represents  that it is eligible to register  the resale of its Commons  Stock by
the investors  under Form SB-2 and covenants to use its best efforts to maintain
its eligibility to use Form SB-2 until the Registration  Statement  covering the
resale  of the  Registrable  Securities  shall  have  been  filed  and  declared
effective  by the SEC.  The Company  shall use its  reasonable  best  efforts to
obtain from each person who now has  piggyback  registration  rights a waiver of
those  rights  with  respect to the  Registration  Statement.  The  Registration
Statement  (and each  amendment  or  supplement  thereto,  and each  request for
acceleration  of  effectiveness  thereof)  shall be provided in accordance  with
Section 3(c) to the  Investors  and their  counsel  prior to its filing or other
submission.

            If a Registration  Statement covering the Registrable  Securities is
not  declared  effective  by the SEC on or prior to the date 180 days  after the
Closing Date (the "Effective Deadline"), the Company will make pro rata payments
to each Investor, as liquidated damages and not as a penalty, in an amount equal
to 1.5% of the aggregate amount invested by such Investor for each 30-day period
or pro rata for any portion thereof  following the Effective  Deadline for which
no Registration  Statement is declared effective with respect to the Registrable
Securities, up to a maximum of a 15.0% liquidated damages payment. Such payments
shall be in partial compensation to the Investors,  and shall not constitute the
Investors' exclusive remedy for such events. Such payments shall be made to each
Investor in cash.


                                      -2-
<PAGE>

            (ii) Additional Registrable  Securities.  Upon the written demand of
any  Investor  and upon any change in the  Conversion  Price (as  defined in the
Notes) or the Warrant  Price (as defined in the  Warrant)  such that  additional
shares of Common Stock become  issuable upon the  conversion of the Notes or the
exercise of the Warrants, the Company shall prepare and file with the SEC one or
more  Registration  Statements on Form SB-2 or amend the Registration  Statement
filed  pursuant  to clause (i) above,  if such  Registration  Statement  has not
previously  been declared  effective  (or, if Form SB-2 is not then available to
the Company,  on such form of  registration  statement  as is then  available to
effect a registration for resale of such additional  shares of Common Stock (the
"Additional  Shares"),  subject to the Required Investors' consent) covering the
resale of the Additional  Shares,  but only to the extent the Additional  Shares
are  not at the  time  covered  by an  effective  Registration  Statement.  Such
Registration  Statement also shall cover, to the extent allowable under the 1933
Act  and  the  rules   promulgated   thereunder   (including   Rule  416),  such
indeterminate  number of additional  shares of Common Stock resulting from stock
splits,  stock dividends or similar  transactions with respect to the Additional
Shares.  The Company shall use its  reasonable  best efforts to obtain from each
person who now has piggyback  registration  rights a waiver of those rights with
respect to such  Registration  Statement.  The Registration  Statement (and each
amendment  or  supplement   thereto,   and  each  request  for  acceleration  of
effectiveness  thereof) shall be provided in accordance with Section 3(c) to the
Investors and their counsel prior to its filing or other submission.

            If a  Registration  Statement  covering  the  Additional  Shares  is
required to be filed under this Section  2(a)(ii) and is not declared  effective
by the SEC within 180  Business  Days of the request of any Investor or upon the
occurrence of any of the events specified in this Section 2(a)(ii),  the Company
will make pro rata payments to each Investor, as liquidated damages and not as a
penalty,  in an amount equal to 1.5% of the  aggregate  amount  invested by such
Investor for each 30-day  period or pro rata for any portion  thereof  following
the  date by  which  such  Registration  Statement  should  have  been  declared
effective for which no Registration Statement is declared effective with respect
to the Additional  Shares.  Payments  hereunder and under Section  2(a)(i) above
shall not exceed a maximum of a 15.0% liquidated payment. Such payments shall be
in  partial  compensation  to  the  Investors,  and  shall  not  constitute  the
Investors' exclusive remedy for such events. Such payments shall be made to each
Investor in cash.

            (iii) Promptly  following the date (the  "Qualification  Date") upon
which the Company becomes  eligible to use a registration  statement on Form S-3
to register the Registrable Securities or Additional Shares, as applicable,  for
resale,  but in no event  more than ten (10) days after the  Qualification  Date
(the "Qualification  Deadline"), the Company shall file a registration statement
on Form S-3  covering  the  Registrable  Securities  or  Additional  Shares,  as
applicable  (or a  post-effective  amendment  on  Form  S-3 to the  registration
statement  on Form  SB-2) (a  "Shelf  Registration  Statement")  and  shall  use
commercially reasonable efforts to cause such Shelf Registration Statement to be
declared effective as promptly as practicable thereafter.


                                      -3-
<PAGE>

            (b) Expenses. The Company will pay all expenses associated with each
registration,  including  filing and printing  fees,  the Company's  counsel and
accounting  fees and expenses,  costs  associated  with clearing the Registrable
Securities for sale under applicable  state securities laws,  listing fees, fees
and  expenses  of one counsel to the  Investors  and the  Investors'  reasonable
expenses  in  connection  with  the  registration,   but  excluding   discounts,
commissions,  fees of underwriters,  selling brokers, dealer managers or similar
securities  industry  professionals  with respect to the Registrable  Securities
being sold.

            (c) Effectiveness.

            (i) The Company shall use  commercially  reasonable  efforts to have
the Registration Statement declared effective as soon as practicable, but in any
event within one hundred  fifty (150) days after the Closing  Date.  The Company
shall notify the  Investors  by facsimile or e-mail as promptly as  practicable,
and  in any  event,  within  twenty-four  (24)  hours,  after  any  Registration
Statement is declared effective and shall  simultaneously  provide the Investors
with copies of any related  Prospectus to be used in connection with the sale or
other disposition of the securities covered thereby.

            (ii) For not more than twenty (20)  consecutive  days or for a total
of not more than  forty-five  (45) days in any  twelve  (12) month  period,  the
Company may delay the disclosure of material non-public  information  concerning
the  Company,   by  suspending  the  use  of  any  Prospectus  included  in  any
registration  contemplated  by this Section  containing  such  information,  the
disclosure  of which  at the  time is not,  in the  good  faith  opinion  of the
Company,  in the best interests of the Company (an "Allowed  Delay");  provided,
that the  Company  shall  promptly  (a) notify the  Investors  in writing of the
existence of (but in no event, without the prior written consent of an Investor,
shall the Company  disclose to such  Investor any of the facts or  circumstances
regarding) material non-public  information giving rise to an Allowed Delay, (b)
advise  the  Investors  in  writing  to cease all sales  under the  Registration
Statement until the end of the Allowed Delay and (c) use commercially reasonable
efforts to terminate an Allowed  Delay as promptly as  practicable.  The Company
shall notify the Investors as promptly as  practicable,  and in any event within
twenty-four (24) hours, when any Allowed Delay is no longer necessary.

      3.  Company  Obligations.  The Company  will use  commercially  reasonable
efforts to effect the  registration of the Registrable  Securities in accordance
with the terms hereof,  and pursuant  thereto the Company will, as expeditiously
as possible:

            (a) use commercially  reasonable  efforts to cause such Registration
Statement to become effective and to remain continuously  effective for a period
that will  terminate  upon the earlier of (i) the date on which all  Registrable
Securities covered by such Registration  Statement as amended from time to time,
have been sold, and (ii) the date on which all Registrable Securities covered by
such   Registration   Statement  may  be  sold  pursuant  to  Rule  144(k)  (the
"Effectiveness   Period")   and  advise  the   Investors  in  writing  when  the
Effectiveness Period has expired;

            (b) prepare and file with the SEC such amendments and post-effective
amendments to the Registration  Statement and the Prospectus as may be necessary
to keep the Registration Statement effective for the period specified in Section
3(a) and to  comply  with the  provisions  of the 1933 Act and the 1934 Act with
respect  to  the  distribution  of all of  the  Registrable  Securities  covered
thereby;


                                      -4-
<PAGE>

            (c) provide copies to and permit counsel designated by the Investors
to review each Registration Statement and all amendments and supplements thereto
no fewer than seven (7) days prior to their filing with the SEC and not file any
document to which such counsel reasonably objects;

            (d) furnish to the  Investors  and their legal  counsel (i) promptly
after the same is  prepared  and  publicly  distributed,  filed with the SEC, or
received  by the  Company  (but not later than two (2)  Business  Days after the
filing date,  receipt date or sending  date, as the case may be) one (1) copy of
any  Registration   Statement  and  any  amendment  thereto,   each  preliminary
prospectus and Prospectus  and each  amendment or supplement  thereto,  and each
letter  written  by or on behalf of the  Company  to the SEC or the staff of the
SEC,  and each item of  correspondence  from the SEC or the staff of the SEC, in
each case relating to such Registration Statement (other than any portion of any
thereof which contains information for which the Company has sought confidential
treatment),  and (ii)  such  number  of  copies  of a  Prospectus,  including  a
preliminary  prospectus,  and all  amendments and  supplements  thereto and such
other  documents as each Investor may reasonably  request in order to facilitate
the  disposition of the Registrable  Securities  owned by such Investor that are
covered by the related Registration Statement;

            (e) use commercially  reasonable efforts to (i) prevent the issuance
of any stop order or other suspension of  effectiveness  and, (ii) if such order
is issued,  obtain the  withdrawal  of any such order at the  earliest  possible
moment;

            (f) prior to any public  offering  of  Registrable  Securities,  use
commercially  reasonable  efforts to register or qualify or  cooperate  with the
Investors and their counsel in connection with the registration or qualification
of such  Registrable  Securities for offer and sale under the securities or blue
sky laws of such  jurisdictions  requested by the  Investors  and do any and all
other  commercially  reasonable acts or things  necessary or advisable to enable
the distribution in such jurisdictions of the Registrable  Securities covered by
the Registration  Statement;  provided,  however,  that the Company shall not be
required in connection  therewith or as a condition thereto to (i) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this  Section  3(f),  (ii)  subject  itself to general  taxation  in any
jurisdiction  where it would not  otherwise  be so subject but for this  Section
3(f),  or (iii)  file a  general  consent  to  service  of  process  in any such
jurisdiction;

            (g) use  commercially  reasonable  efforts to cause all  Registrable
Securities  covered by a Registration  Statement to be listed on each securities
exchange,  interdealer  quotation  system  or  other  market  on  which  similar
securities issued by the Company are then listed;

            (h) immediately notify the Investors,  at any time when a Prospectus
relating to  Registrable  Securities is required to be delivered  under the 1933
Act,  upon  discovery  that,  or upon the  happening of any event as a result of
which, the Prospectus included in a Registration  Statement,  as then in effect,
includes an untrue  statement of a material  fact or omits to state any material
fact required to be stated therein or necessary to make the  statements  therein
not misleading in light of the circumstances  then existing,  and at the request
of any such  holder,  promptly  prepare and furnish to such holder a  reasonable
number of copies of a supplement to or an amendment of such Prospectus as may be
necessary so that, as thereafter delivered to the purchasers of such Registrable
Securities,  such Prospectus shall not include 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 not misleading in light of the circumstances then
existing; and


                                      -5-
<PAGE>

            (i) otherwise use commercially reasonable efforts to comply with all
applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act,
take such  other  actions  as may be  reasonably  necessary  to  facilitate  the
registration of the Registrable Securities hereunder;  and make available to its
security  holders,  as soon as  reasonably  practicable,  but not later than the
Availability Date (as defined below), an earnings statement covering a period of
at  least  twelve  (12)  months,  beginning  after  the  effective  date of each
Registration Statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the 1933 Act,  including Rule 158  promulgated  thereunder (for
the  purpose of this  subsection  3(i),  "Availability  Date" means the 45th day
following the end of the fourth fiscal  quarter that includes the effective date
of such  Registration  Statement,  except that, if such fourth fiscal quarter is
the last quarter of the  Company's  fiscal year,  "Availability  Date" means the
90th day after the end of such fourth fiscal quarter).

            (j) With a view to making available to the Investors the benefits of
Rule 144 (or its  successor  rule) and any other rule or  regulation  of the SEC
that may at any time permit the  Investors to sell shares of Common Stock to the
public without  registration,  the Company covenants and agrees to: (i) make and
keep public information available,  as those terms are understood and defined in
Rule 144,  until the  earlier  of (A) six  months  after such date as all of the
Registrable  Securities may be resold  pursuant to Rule 144(k) or any other rule
of similar effect or (B) such date as all of the  Registrable  Securities  shall
have been  resold;  (ii) file with the SEC in a timely  manner all  reports  and
other documents required of the Company under the 1934 Act; and (iii) furnish to
each  Investor  upon  request,  as long as such  Investor  owns any  Registrable
Securities, (A) a written statement by the Company that it has complied with the
reporting  requirements of the 1934 Act, (B) a copy of the Company's most recent
Annual  Report on Form 10-KSB or Quarterly  Report on Form 10-QSB,  and (C) such
other information as may be reasonably requested in order to avail such Investor
of any  rule or  regulation  of the SEC that  permits  the  selling  of any such
Registrable Securities without registration.

      4. Due Diligence  Review;  Information.  The Company shall make available,
during  normal  business  hours,  for  inspection  and review by the  Investors,
advisors  to  and  representatives  of the  Investors  (who  may  or may  not be
affiliated with the Investors and who are reasonably acceptable to the Company),
all  financial  and other  records,  all SEC Filings (as defined in the Purchase
Agreement) and other filings with the SEC, and all other corporate documents and
properties of the Company as may be reasonably necessary for the purpose of such
review,  and cause the Company's  officers,  directors and  employees,  within a
reasonable time period, to supply all such information  reasonably  requested by
the Investors or any such  representative,  advisor or underwriter in connection
with such Registration Statement (including,  without limitation, in response to
all questions and other inquiries  reasonably made or submitted by any of them),
prior to and  from  time to time  after  the  filing  and  effectiveness  of the
Registration  Statement  for the sole purpose of enabling the Investors and such
representatives,  advisors and underwriters and their respective accountants and
attorneys  to conduct  initial  and ongoing due  diligence  with  respect to the
Company and the accuracy of such Registration Statement.


                                      -6-
<PAGE>

            The Company shall not disclose material nonpublic information to the
Investors,  or to advisors to or representatives of the Investors,  unless prior
to disclosure of such  information the Company  identifies  such  information as
being material nonpublic  information and provides the Investors,  such advisors
and  representatives  with the  opportunity  to accept or refuse to accept  such
material  nonpublic  information  for review and any Investor  wishing to obtain
such information enters into an appropriate  confidentiality  agreement with the
Company with respect thereto.

      5. Obligations of the Investors.

            (a) Each  Investor  shall  furnish in writing  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  registration  of such  Registrable
Securities and their  qualification  under applicable state securities laws, and
shall execute such  documents in connection  with such  registration,  including
qualification  under  applicable  state  securities  laws,  as the  Company  may
reasonably  request.  At  least  five  (5)  Business  Days  prior  to the  first
anticipated filing date of any Registration Statement,  the Company shall notify
each Investor of the information the Company requires from such Investor if such
Investor  elects  to have  any of the  Registrable  Securities  included  in the
Registration  Statement.  An Investor  shall  provide  such  information  to the
Company at least two (2)  Business  Days prior to the first  anticipated  filing
date of such  Registration  Statement if such Investor elects to have any of the
Registrable  Securities  included in the Registration  Statement.  Each Investor
shall comply at all times with all federal and state  securities laws applicable
to the distribution of the Registrable Securities by them.

            (b) Each Investor,  by its 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  a  Registration   Statement
hereunder,  unless  such  Investor  has  notified  the Company in writing of its
election to exclude all of its  Registrable  Securities  from such  Registration
Statement.

            (c) Each Investor  agrees that,  upon receipt of any notice from the
Company of either (i) the  commencement  of an Allowed Delay pursuant to Section
2(c)(ii) or (ii) the happening of an event pursuant to Section 3(h) hereof, such
Investor will  immediately  discontinue  disposition of  Registrable  Securities
pursuant to the Registration  Statement  covering such  Registrable  Securities,
until the  Investor's  receipt  of the  copies of the  supplemented  or  amended
prospectus filed with the SEC and until any related post-effective  amendment is
declared  effective  and, if so  directed by the  Company,  the  Investor  shall
deliver to the Company (at the expense of the  Company) or destroy  (and deliver
to the  Company a  certificate  of  destruction)  all  copies in the  Investor's
possession of the Prospectus covering the Registrable  Securities current at the
time of receipt of such notice.


                                      -7-
<PAGE>

      6. Indemnification.

            (a)  Indemnification by the Company.  The Company will indemnify and
hold harmless each Investor and its officers,  directors, members, employees and
agents, successors and assigns, and each other person, if any, who controls such
Investor within the meaning of the 1933 Act, against any losses, claims, damages
or  liabilities,  joint or several,  to which they may become  subject under the
1933 Act or otherwise,  insofar as such losses,  claims,  damages or liabilities
(or actions in respect  thereof)  arise out of or are based upon: (i) any untrue
statement or alleged  untrue  statement of any  material  fact  contained in any
Registration Statement, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement  thereof;  (ii) any blue sky application
or other document executed by the Company specifically for that purpose or based
upon written  information  furnished by the Company  filed in any state or other
jurisdiction in order to qualify any or all of the Registrable  Securities under
the  securities  laws thereof  (any such  application,  document or  information
herein called a "Blue Sky Application");  (iii) the omission or alleged omission
to state therein a material  fact required to be stated  therein or necessary to
make the statements therein not misleading; (iv) any violation by the Company or
its agents of any rule or regulation  promulgated  under the 1933 Act applicable
to the Company or its agents and relating to action or inaction  required of the
Company in connection with such registration;  or (v) any failure to register or
qualify the  Registrable  Securities  included in any such  Registration  in any
state where the Company or its agents has affirmatively  undertaken or agreed in
writing that the Company will undertake such registration or qualification on an
Investor's  behalf and will  reimburse  such  Investor,  and each such  officer,
director  or member  and each  such  controlling  person  for any legal or other
expenses  reasonably  incurred  by  them in  connection  with  investigating  or
defending any such loss, claim, damage, liability or action; provided,  however,
that the  Company  will not be liable in any such case if and to the extent that
any such  loss,  claim,  damage or  liability  arises out of or is based upon an
untrue  statement or alleged untrue statement or omission or alleged omission so
made in  conformity  with  information  furnished  by such  Investor or any such
controlling  person  in  writing  specifically  for  use  in  such  Registration
Statement or Prospectus.

            (b)  Indemnification  by  the  Investors.  In  connection  with  any
registration pursuant to the terms of this Agreement, each Investor will furnish
to the Company in writing such  information as the Company  reasonably  requests
concerning  the holders of  Registrable  Securities  or the  proposed  manner of
distribution for use in connection with any Registration Statement or Prospectus
and each  Investor  agrees,  severally  but not jointly,  to indemnify  and hold
harmless,  to the fullest extent  permitted by law, the Company,  its directors,
officers,  employees,  stockholders  and each  person who  controls  the Company
(within  the  meaning of the 1933 Act)  against  any  losses,  claims,  damages,
liabilities and expense (including  reasonable attorney fees) resulting from (i)
any untrue  statement  of a material  fact or any  omission  of a material  fact
required to be stated in the Registration Statement or Prospectus or preliminary
prospectus  or  amendment  or  supplement  thereto  or  necessary  to  make  the
statements  therein not misleading,  to the extent,  but only to the extent that
such untrue  statement or omission is contained in any information  furnished in
writing by such  Investor  to the Company  specifically  for  inclusion  in such
Registration  Statement or Prospectus or amendment or supplement thereto or (ii)
any violation by such Investor of any rule or regulation  promulgated  under the
1933 Act applicable to such Investor and relating to action or inaction required
of such Investor in connection with the  distribution of Registrable  Securities
by it. In no event shall the  liability of an Investor be greater in amount than
the dollar  amount of the proceeds  (net of all expense paid by such Investor in
connection  with any claim  relating  to this  Section  6 and the  amount of any
damages  such  Investor  has  otherwise  been  required to pay by reason of such
untrue  statement or omission)  received by such  Investor  upon the sale of the
Registrable  Securities  included in the  Registration  Statement giving rise to
such indemnification obligation.


                                      -8-
<PAGE>

            (c) Conduct of Indemnification  Proceedings.  Any person entitled to
indemnification hereunder shall (i) give prompt notice to the indemnifying party
of any claim with respect to which it seeks indemnification and (ii) permit such
indemnifying  party to assume the defense of such claim with counsel  reasonably
satisfactory  to the  indemnified  party;  provided that any person  entitled to
indemnification hereunder shall have the right to employ separate counsel and to
participate  in the  defense of such  claim,  but the fees and  expenses of such
counsel shall be at the expense of such person unless (a) the indemnifying party
has agreed to pay such fees or  expenses,  or (b) the  indemnifying  party shall
have  failed to assume the defense of such claim and employ  counsel  reasonably
satisfactory  to such  person  or (c) in the  reasonable  judgment  of any  such
person,  based upon written advice of its counsel, a conflict of interest exists
between such person and the  indemnifying  party with respect to such claims (in
which case, if the person notifies the  indemnifying  party in writing that such
person  elects to employ  separate  counsel at the  expense of the  indemnifying
party, the indemnifying  party shall not have the right to assume the defense of
such claim on behalf of such person); and provided, further, that the failure of
any  indemnified  party to give notice as provided  herein shall not relieve the
indemnifying party of its obligations hereunder,  except to the extent that such
failure to give notice shall materially  adversely affect the indemnifying party
in the  defense  of any such  claim or  litigation.  It is  understood  that the
indemnifying  party shall not, in  connection  with any  proceeding  in the same
jurisdiction,  be liable for fees or expenses of more than one separate  firm of
attorneys at any time for all such indemnified  parties.  No indemnifying  party
will, except with the consent of the indemnified party,  consent to entry of any
judgment or enter into any settlement that does not include as an  unconditional
term thereof the giving by the claimant or plaintiff to such  indemnified  party
of a release from all liability in respect of such claim or litigation.

                   (d)  Contribution.  If for  any  reason  the  indemnification
 provided  for in the  preceding  paragraphs  (a) and (b) is  unavailable  to an
 indemnified party or insufficient to hold it harmless,  other than as expressly
 specified  therein,  then the indemnifying party shall contribute to the amount
 paid or  payable  by the  indemnified  party as a result of such  loss,  claim,
 damage or  liability  in such  proportion  as is  appropriate  to  reflect  the
 relative fault of the indemnified party and the indemnifying  party, as well as
 any other  relevant  equitable  considerations.  No person guilty of fraudulent
 misrepresentation  within the meaning of Section 11(f) of the 1933 Act shall be
 entitled  to  contribution  from  any  person  not  guilty  of such  fraudulent
 misrepresentation. In no event shall the contribution obligation of a holder of
 Registrable  Securities  be  greater in amount  than the  dollar  amount of the
 proceeds (net of all expenses paid by such holder in connection  with any claim
 relating  to this  Section 6 and the  amount of any  damages  such  holder  has
 otherwise  been  required  to pay by reason of such  untrue or  alleged  untrue
 statement or omission or alleged omission)  received by it upon the sale of the
 Registrable Securities giving rise to such contribution obligation.


                                      -9-
<PAGE>

      7. Miscellaneous.

            (a) Amendments and Waivers.  This Agreement may be amended only by a
writing signed by the Company and the Required  Investors.  The Company may take
any action herein  prohibited,  or omit to perform any act herein required to be
performed by it, only if the Company shall have obtained the written  consent to
such amendment, action or omission to act, of the Required Investors.

            (b) Notices.  All notices and other  communications  provided for or
permitted  hereunder  shall be made as set forth in Section 9.4 of the  Purchase
Agreement.

            (c) Assignments  and Transfers by Investors.  The provisions of this
Agreement  shall be binding upon and inure to the benefit of the  Investors  and
their respective  successors and assigns. An Investor may transfer or assign, in
whole or from time to time in part, to one or more persons its rights  hereunder
in connection  with the transfer of  Registrable  Securities by such Investor to
such person,  provided  that such  Investor  complies  with all laws  applicable
thereto and provides  written notice of assignment to the Company promptly after
such assignment is effected.

            (d) Assignments and Transfers by the Company. This Agreement may not
be assigned by the Company  (whether by operation of law or  otherwise)  without
the prior written consent of the Required Investors, provided, however, that the
Company may assign its rights and delegate its duties hereunder to any surviving
or successor  corporation in connection  with a merger or  consolidation  of the
Company with another  corporation,  or a sale,  transfer or other disposition of
all or substantially all of the Company's assets to another corporation, without
the prior written consent of the Required Investors,  after notice duly given by
the Company to each Investor.

            (e)  Benefits of the  Agreement.  The terms and  conditions  of this
Agreement  shall  inure to the  benefit  of and be binding  upon the  respective
permitted  successors  and assigns of the  parties.  Nothing in this  Agreement,
express or implied,  is intended to confer upon any party other than the parties
hereto  or  their  respective  successors  and  assigns  any  rights,  remedies,
obligations,  or  liabilities  under or by reason of this  Agreement,  except as
expressly provided in this Agreement.

            (f)  Counterparts;  Faxes.  This Agreement may be executed in two or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same  instrument.  This Agreement may also
be executed via facsimile, which shall be deemed an original.

            (g) Titles and  Subtitles.  The  titles and  subtitles  used in this
Agreement  are  used  for  convenience  only  and  are not to be  considered  in
construing or interpreting this Agreement.

            (h) Severability. Any provision of this Agreement that is prohibited
or  unenforceable  in  any  jurisdiction  shall,  as to  such  jurisdiction,  be
ineffective  to the  extent  of such  prohibition  or  unenforceability  without
invalidating the remaining  provisions  hereof but shall be interpreted as if it
were  written  so as to be  enforceable  to  the  maximum  extent  permitted  by
applicable law, and any such prohibition or unenforceability in any jurisdiction
shall  not  invalidate  or  render  unenforceable  such  provision  in any other
jurisdiction.  To the extent  permitted by  applicable  law, the parties  hereby
waive any provision of law which  renders any  provisions  hereof  prohibited or
unenforceable in any respect.


                                      -10-
<PAGE>

            (i) Further  Assurances.  The parties  shall execute and deliver all
such further  instruments  and  documents and take all such other actions as may
reasonably be required to carry out the transactions  contemplated hereby and to
evidence the fulfillment of the agreements herein contained.

            (j) Entire Agreement. This Agreement is intended by the parties as a
final  expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the  subject  matter  contained  herein.  This  Agreement  supersedes  all prior
agreements and  understandings  between the parties with respect to such subject
matter.

            (k) Governing Law;  Consent to  Jurisdiction;  Waiver of Jury Trial.
This  Agreement  shall be governed by, and  construed in  accordance  with,  the
internal  laws of the  State of New York  without  regard  to the  choice of law
principles  thereof.  Each of the  parties  hereto  irrevocably  submits  to the
exclusive  jurisdiction  of the  courts of the State of New York  located in New
York County and the United States  District  Court for the Southern  District of
New York for the purpose of any suit, action, proceeding or judgment relating to
or arising  out of this  Agreement  and the  transactions  contemplated  hereby.
Service of process in connection with any such suit, action or proceeding may be
served on each party  hereto  anywhere  in the world by the same  methods as are
specified  for the giving of notices under this  Agreement.  Each of the parties
hereto  irrevocably  consents to the  jurisdiction of any such court in any such
suit,  action or proceeding and to the laying of venue in such court. Each party
hereto irrevocably waives any objection to the laying of venue of any such suit,
action or  proceeding  brought in such courts and  irrevocably  waives any claim
that any such  suit,  action or  proceeding  brought  in any such court has been
brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO
REQUEST A TRIAL BY JURY IN ANY  LITIGATION  WITH RESPECT TO THIS  AGREEMENT  AND
REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.


                                      -11-
<PAGE>

            IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement or
caused their duly  authorized  officers to execute this Agreement as of the date
first above written.

The Company:                        C-CHIP TECHNOLOGIES CORPORATION

                                    By: /s/ Stephane Solis
                                       --------------------------------
                                       Name: Stephane Solis
                                       Title: President and CEO


                                      -12-
<PAGE>

The Investors:

                                    By:
                                       --------------------------------
                                       Name:
                                       Title:

                                [other investors]


                                      -13-
<PAGE>

                                                                       Exhibit A

                              Plan of Distribution

      The selling stockholders,  which as used herein includes donees, pledgees,
transferees  or other  successors-in-interest  selling shares of common stock or
interests in shares of common stock received  after the date of this  prospectus
from a selling stockholder as a gift, pledge,  partnership distribution or other
transfer,  may, from time to time, sell, transfer or otherwise dispose of any or
all of their  shares of common  stock or  interests in shares of common stock on
any stock exchange, market or trading facility on which the shares are traded or
in  private  transactions.  These  dispositions  may  be  at  fixed  prices,  at
prevailing  market  prices  at the  time  of  sale,  at  prices  related  to the
prevailing market price, at varying prices determined at the time of sale, or at
negotiated prices.

      The selling  stockholders may use any one or more of the following methods
when disposing of shares or interests therein:

      -  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 effected after the date the registration  statement of which
this Prospectus is a part is declared effective by the SEC;

      -  through  the  writing  or   settlement  of  options  or  other  hedging
transactions, whether through an options exchange or otherwise;

      -  broker-dealers  may  agree  with  the  selling  stockholders  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.

      The  selling  stockholders  may,  from  time to  time,  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,  under this  prospectus,  or under an amendment to this prospectus
under  Rule  424(b)(3)  or other  applicable  provision  of the  Securities  Act
amending 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  the  shares of common  stock in other
circumstances,  in which case the  transferees,  pledgees or other successors in
interest will be the selling beneficial owners for purposes of this prospectus.


                                      -14-
<PAGE>

      In connection with the sale of our common stock or interests therein,  the
selling  stockholders may enter into hedging transactions with broker-dealers or
other  financial  institutions,  which may in turn  engage in short sales of the
common stock in the course of hedging the  positions  they  assume.  The selling
stockholders  may also sell shares of our common  stock short and deliver  these
securities  to close out their  short  positions,  or loan or pledge  the common
stock to  broker-dealers  that in turn may sell these  securities.  The  selling
stockholders   may  also  enter   into   option  or  other   transactions   with
broker-dealers  or other  financial  institutions or the creation of one or more
derivative  securities which require the delivery to such broker-dealer or other
financial  institution of shares offered by this  prospectus,  which shares such
broker-dealer  or  other  financial  institution  may  resell  pursuant  to this
prospectus (as supplemented or amended to reflect such transaction).

      The aggregate  proceeds to the selling  stockholders  from the sale of the
common stock offered by them will be the purchase price of the common stock less
discounts or commissions,  if any. Each of the selling stockholders reserves the
right to accept and, together with their agents from time to time, to reject, in
whole or in part,  any proposed  purchase of common stock to be made directly or
through agents. We will not receive any of the proceeds from this offering. Upon
any  exercise of the warrants by payment of cash,  however,  we will receive the
exercise price of the warrants.

      The selling stockholders also may resell all or a portion of the shares in
open market  transactions  in reliance upon Rule 144 under the Securities Act of
1933,  provided that they meet the criteria and conform to the  requirements  of
that rule.

      The selling  stockholders and any  underwriters,  broker-dealers or agents
that  participate  in the sale of the common stock or  interests  therein may be
"underwriters"  within the meaning of Section 2(11) of the  Securities  Act. Any
discounts,  commissions,  concessions  or profit  they earn on any resale of the
shares may be underwriting  discounts and commissions  under the Securities Act.
Selling stockholders who are "underwriters"  within the meaning of Section 2(11)
of the Securities Act will be subject to the prospectus delivery requirements of
the Securities Act.

      To the extent  required,  the shares of our common  stock to be sold,  the
names of the selling  stockholders,  the respective  purchase  prices and public
offering prices, the names of any agents, dealer or underwriter,  any applicable
commissions or discounts with respect to a particular offer will be set forth in
an  accompanying  prospectus  supplement or, if  appropriate,  a  post-effective
amendment to the registration statement that includes this prospectus.

      In order to comply with the securities laws of some states, if applicable,
the common stock may be sold in these  jurisdictions  only through registered or
licensed  brokers or dealers.  In addition,  in some states the common stock may
not be sold unless it has been  registered or qualified for sale or an exemption
from  registration  or  qualification  requirements is available and is complied
with.


                                      -15-
<PAGE>

      We have advised the selling stockholders that the anti-manipulation  rules
of  Regulation  M under  the  Exchange  Act may  apply to sales of shares in the
market and to the activities of the selling  stockholders and their  affiliates.
In addition,  we will make copies of this  prospectus (as it may be supplemented
or amended  from time to time)  available  to the selling  stockholders  for the
purpose of satisfying the  prospectus  delivery  requirements  of the Securities
Act. The selling  stockholders may indemnify any broker-dealer that participates
in transactions  involving the sale of the shares against  certain  liabilities,
including liabilities arising under the Securities Act.

      We have agreed to indemnify the selling  stockholders against liabilities,
including  liabilities  under  the  Securities  Act and state  securities  laws,
relating to the registration of the shares offered by this prospectus.

      We have  agreed  with the selling  stockholders  to keep the  registration
statement  of which  this  prospectus  constitutes  a part  effective  until the
earlier of (1) such time as all of the shares  covered by this  prospectus  have
been disposed of pursuant to and in accordance with the  registration  statement
or (2) the date on which the shares may be sold  pursuant  to Rule 144(k) of the
Securities Act.


                                      -16-