EXHIBIT 10.1
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                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------
     REGISTRATION  RIGHTS  AGREEMENT (this "AGREEMENT"), dated as of October __,
2003,  by  and  among  Western  Goldfields,  Inc.,  an  Idaho  corporation, with
headquarters  located  at  1519  Main  Street, #169, Hilton Head, SC, 29926 (the
"COMPANY"),  and the undersigned investors (each, a "INVESTOR" and collectively,
the  "INVESTORS").

     WHEREAS:

     A.     In  connection  with  the  Subscription  Agreement  by and among the
parties hereto of even date herewith (the "SUBSCRIPTION AGREEMENT"), the Company
has  agreed,  upon  the  terms and subject to the conditions of the Subscription
Agreement, to issue and sell to the Investors (i) Units comprising of (i) shares
of  the Company's common stock, $0.01 par value per share (the "ISSUED SHARES"),
(ii) shares of Company's common stock, $0.01 par value per share placed with IBK
Capital  Corporation  (as Agent) til February 28, 2004 (the "ESCROW SHARES") and
(iii)  warrants  ("WARRANTS") to purchase shares of Common Stock (as issued upon
exercise  of  the  Warrants,  the  "WARRANT  SHARES");

     B.     To  induce  the  Investors  to  execute and deliver the Subscription
Agreement,  the  Company has agreed to provide certain registration rights under
the  Securities  Act  of  1933,  as  amended,  and  the  rules  and  regulations
thereunder, or any similar successor statute (collectively, the "1933 ACT"), and
applicable  state  securities  laws.

NOW,  THEREFORE,  in  consideration  of  the  premises  and the mutual covenants
contained  herein  and  other  good  and valuable consideration, the receipt and
sufficiency  of  which  are  hereby  acknowledged, the Company and the Investors
hereby  agree  as  follows:

     1.     DEFINITIONS.

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

           a.     "INVESTOR"  means  a  person  or  entity  that has represented
in  the  Confidential  Investor  Questionnaire  that  he  or it is an accredited
investor  or,  any  permitted transferee or assignee thereof to whom an Investor
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 permitted
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.


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            b.     "PERSON" means a corporation, a limited liability company, an
association,  a  partnership,  an  organization,  a  business,  an individual, a
governmental  or  political  subdivision  thereof  or  a  governmental  agency.

            c.     "REGISTER,"  "REGISTERED,"  and  "REGISTRATION"  refer  to  a
registration  effected  by  preparing  and  filing  one  or  more  Registration
Statements  (as  defined  below) in compliance with the 1933 Act and pursuant to
Rule  415  under  the  1933  Act  or  any  successor rule providing for offering
securities  on  a continuous basis ("RULE 415"), and the declaration or ordering
of  effectiveness  of  such  Registration  Statement(s)  by  the  United  States
Securities  and  Exchange  Commission  (the  "SEC").

            d.     "REGISTRABLE  SECURITIES"  means  (i)  the Issued Shares, the
Escrow  Shares  and  the Warrant Shares, whether issued or issuable and (ii) any
shares  of  capital  stock issued or issuable with respect to the foregoing as a
result  of  any  stock  split,  stock  dividend, recapitalization, anti-dilution
adjustment,  exchange  or  similar  event  or  otherwise,  without regard to any
limitation  on  exercise  of  Warrants.  In case the Company merges with another
entity,  any  Issued  Shares,  the  Escrow Shares and Warrant Shares that may be
exchanged  into  similar  securities  of  the  survivor  entity  pursuant to the
agreement  with  respect  thereto  will  be  Registrable  Securities.

            e.     "REGISTRATION STATEMENT" means a registration statement or
registration statements of the Company filed under the 1933 Act.

     2.     REGISTRATION.

            a.  Mandatory  Registration. The Company shall prepare, and, as soon
as practicable, but in no event later than March 31, 2004 (the "SCHEDULED FILING
DATE"),  file  with  the SEC a Registration Statement or Registration Statements
(as  is  necessary)  on  Form  SB2 covering the resale of all of the Registrable
Securities.  In  the  event that Form SB2 is unavailable for such registrations,
the  Company  shall  use such other form as is available for such registrations,
subject  to  the  provisions of Section 2.e. Any Registration Statement prepared
pursuant  hereto  shall  register  for  resale at least that number of shares of
Common  Stock  equal to the number of Registrable Securities issued and issuable
as  of  the  date  immediately  preceding the date the Registration Statement is
initially  filed  with  the  SEC. The Company shall use its best efforts to have
each  Registration  Statement  declared  effective  by  the  SEC  as  soon  as
practicable,  but in no event later than June 30, 2004 (the "SCHEDULED EFFECTIVE
DATE").  The  Company  represents  and  covenants  that  no Person other than an
Investor  has or will have the right to include any securities of the Company in
the  Registration  Statement  to  be  filed in accordance with this Section 2.a.

            b.  Piggy-Back Registrations. If at any time prior to the expiration
of the Registration Period (as hereinafter defined) the Company proposes to file
with  the  SEC  a  Registration  Statement  relating  to an offering for its own
account  or  the  account  of others under the 1933 Act of any of its securities
(excluding a Registration Statement on Form S-4 or Form S-8 or their equivalents
at such time) the Company shall promptly


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send  to  each  Investor  written  notice  of  the Company's intention to file a
Registration Statement and of such Investor's rights under this Section 2.b and,
if  within twenty (20) days after receipt of such notice, such Investor shall so
request in writing, the Company shall include in such Registration Statement all
or  any  part  of  the  Registrable  Securities  such  Investor  requests  to be
registered,  subject  to  any limitations in the aggregate number of Registrable
Securities  that  may be included in such offering, in the reasonable discretion
of  any underwriter in such offering, and in such case subject to the priorities
set  forth in this Section 2.c below. If an offering in connection with which an
Investor  is  entitled to registration under this Section 2.b is an underwritten
offering,  then  each Investor whose Registrable Securities are included in such
Registration  Statement  shall, unless otherwise agreed to by the Company, offer
and  sell such Registrable Securities in an underwritten offering using the same
underwriter or underwriters and, subject to the provisions of this Agreement, on
the  same  terms and conditions as other shares of Common Stock included in such
underwritten  offering.

            c. Allocation of Registrable Securities. To the extent the aggregate
number  of  Registrable  Securities  included  in any offering is limited by the
underwriter  thereof,  the  initial number of Registrable Securities included in
any  Registration  Statement  and  each  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 shall be allocated to the remaining Investors,
pro  rata  based  on  the  number  of  Registrable  Securities then held by such
Investors.

            d. Legal Counsel. Subject to Section 5 hereof, the Investors holding
a  majority  of  the  Registrable  Securities shall have the right to select one
legal  counsel  to  review and oversee as their counsel any offering pursuant to
this  Section  2  ("LEGAL  COUNSEL"). The fees and expenses associated with such
counsel  shall  be  allocated  on  a  pro  rata  basis  among the holders of the
Registrable  Securities  included in such offering. The Company shall reasonably
cooperate  with Legal Counsel in performing the Company's obligations under this
Agreement.

     3.     RELATED  OBLIGATIONS.

     Whenever  an  Investor  has  requested  that  any Registrable Securities be
registered  pursuant  to Section 2.b or at such time as the Company is obligated
to  file  a  Registration  Statement  with  the SEC pursuant to Section 2.a, the
Company  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,  the  Company  shall  have  the  following  obligations:


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            a.  The  Company  shall  keep  each  of  the Registration Statements
required to be filed hereunder 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(k) promulgated under the 1933 Act (or successor
thereto)  assuming  for  this  purpose  that  the  Investors  are  not officers,
directors,  affiliates or Control Persons of the Company, (ii) the date on which
(A) the Investors shall have sold all the Registrable Securities covered by such
Registration  Statement  and  (B) none of the Warrants are outstanding, or (iii)
two  years  from  the  date  hereof  (the "REGISTRATION PERIOD"). The term "best
efforts"  shall  mean,  among other things, that the Company shall submit to the
SEC, within three (3) business days after the Company 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 the Registration Statement, as the case may
be,  a  request for acceleration of effectiveness of such Registration Statement
to a time and date not later than forty-eight (48) hours after the submission of
such  request.

            b.  The  Company shall prepare and file with the SEC such amendments
(including  post-effective  amendments)  and  supplements  to  a  Registration
Statement  and  the  prospectus  used  in  connection  with  such  Registration
Statement,  which  prospectus  is  to  be filed pursuant to Rule 424 promulgated
under  the  1933  Act,  as  may be necessary to keep such Registration Statement
effective  at  all  times  (other than with respect to post-effective amendments
filed but not yet declared effective by the SEC) during the Registration Period,
and, during such period, comply with the provisions of the 1933 Act with respect
to  the disposition of all Registrable Securities of the Company covered by such
Registration  Statement  until  such  time as all of such Registrable Securities
shall  have  been  disposed  of  in  accordance  with  the  intended  methods of
disposition  by  the seller or sellers thereof as set forth in such Registration
Statement,  or such other time as is set forth herein. In the case of amendments
and  supplements  to  a  Registration  Statement  which are required to be filed
pursuant  to this Agreement (including pursuant to this Section 3.b by reason of
the Company filing a report on Form 10-K, Form 10-Q or Form 8-K or any analogous
report  under the Securities Exchange Act of 1934, as amended (the "1934 ACT")),
the  Company  shall file such amendments or supplements with the SEC on the same
day  on which the 1934 Act report is filed which created the requirement for the
Company  to  amend  or  supplement  the  Registration  Statement.

            c.  The Company shall (a) permit Legal Counsel to review and comment
upon  (i)  the Registration Statement a reasonable time prior to its filing with
the  SEC  and  (ii)  all  other  Registration  Statements and all amendments and
supplements  to  all  Registration Statements within a reasonable number of days
prior  to  their  filing with the SEC and (b) not file any document in a form to
which  Legal  Counsel  reasonably  objects;  provided,  however,  that  any such
objection  shall  relieve  the  Company  of  any  time restrictions with respect
thereto  under  this  Agreement.  The  Company  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
approval  shall  not  be unreasonably withheld; provided, however, that any such
lack of


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approval shall relieve the Company of any time restrictions with respect thereto
under  this  Agreement.  Subject  to  the  confidentiality  provisions  of  the
Subscription  Agreement,  the  Company  shall  furnish to Legal Counsel, without
charge,  (i)  any  correspondence  from  the  SEC or the staff of the SEC to the
Company  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 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.

            d.  The  Company  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, 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.  The  Company  shall  use  reasonable efforts to (i) register and
qualify  the  Registrable  Securities  covered by a Registration Statement under
such  other  securities  or  "blue sky" laws of such jurisdictions in the United
States  as  Legal  Counsel or any Investor reasonably requests, (ii) prepare and
file  in  those  jurisdictions,  such  amendments  (including  post-effective
amendments)  and  supplements to such registrations and qualifications as may be
necessary  to maintain the effectiveness thereof during the Registration Period,
(iii) take such other actions as may be necessary to maintain such registrations
and  qualifications  in  effect at all times during the Registration Period, and
(iv)  take  all  other  actions reasonably necessary or advisable to qualify the
Registrable  Securities  for sale in such jurisdictions; provided, however, that
the  Company  shall  not  be  required in connection therewith or as a condition
thereto  to  (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. The Company shall promptly notify
Legal  Counsel and each Investor who holds Registrable Securities of the receipt
by  the  Company  of  any  notification  with  respect  to the suspension of the
registration  or  qualification  of  any  of the Registrable Securities for sale
under the securities or "blue sky" laws of any jurisdiction in the United States
or  its  receipt  of actual notice of the initiation or threat of any proceeding
for  such  purpose.

            f.  In  the  event  Investors who hold a majority of the Registrable
Securities  being  offered in the offering select underwriters for the offering,
the  Company  shall enter into and perform its obligations under an underwriting
agreement, in usual and customary form, including, without limitation, customary
indemnification


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and  contribution obligations, with the underwriters of such offering; provided,
however,  that  the  Company shall have the right to consent to the selection of
such  underwriter,  which  consent  shall  not  be  unreasonably  withheld.

            g.  As  promptly  as practicable after becoming aware of such event,
the  Company  shall  notify  Legal  Counsel  and each Investor in writing of the
happening  of  any  event  as  a  result  of  which the prospectus included in a
Registration  Statement,  as  then  in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary  to  make  the statements therein, in light of the circumstances under
which  they  were  made,  not  misleading,  and promptly prepare a supplement or
amendment  to  such  Registration  Statement to correct such untrue statement or
omission,  and  deliver ten (10) copies of such supplement or amendment to Legal
Counsel  and  each  Investor (or such other number of copies as Legal Counsel or
such  Investor  may  reasonably request). The Company 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  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  the  Company's reasonable determination that a post-effective amendment to a
Registration  Statement  would  be  appropriate.

            h. The Company shall use its best efforts to prevent the issuance of
any stop order or other suspension of effectiveness of a Registration Statement,
or  the suspension of the qualification of any of the Registrable Securities for
sale  in  any  jurisdiction  and,  if  such an order or suspension is issued, to
obtain  the  withdrawal  of  such  order  or suspension at the earliest possible
moment  and  to  notify  Legal  Counsel  and each Investor who holds Registrable
Securities  being  sold  (and,  in  the  event  of an underwritten offering, the
managing  underwriters) 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.

            i. At the request of any Investor, the Company shall furnish to such
underwriter  described  below,  on  the  date  of  the  effectiveness  of  any
Registration  Statement, (i) if required by an underwriter, a letter, dated such
date,  from  the  Company's independent certified public accountants in form and
substance as is customarily given by independent certified public accountants to
underwriters  in an underwritten public offering, addressed to the underwriters,
and  (ii)  if  required by an underwriter, an opinion, dated as of such date, of
counsel representing the Company for purposes of such Registration Statement, in
form,  scope  and  substance  as  is customarily given in an underwritten public
offering,  addressed  to  the  underwriters.

            j.  The  Company  shall  make  available  for  inspection by (i) any
Investor,  (ii)  Legal  Counsel,  (iii)  any  underwriter  participating  in any
disposition  pursuant  to a Registration Statement, (iv) one firm of accountants
or other agents retained


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by  the  Investors  and  (v) one firm of attorneys retained by such underwriters
(collectively,  the "INSPECTORS") all pertinent financial and other records, and
pertinent  corporate  documents and properties of the Company (collectively, the
"RECORDS"), as shall be reasonably deemed necessary by each Inspector, and cause
the  Company's officers, directors and employees to supply all information which
any  Inspector  may  reasonably  request; provided, however, that each Inspector
shall  hold in strict confidence and shall not make any disclosure (except to an
Investor)  or  use  of  any  Records  or  other  information  which  the Company
determines  in  good  faith  to  be confidential, and of which determination the
Inspectors  are  so  notified,  unless  (a)  the  disclosure  of such Records is
necessary  to  avoid  or  correct a misstatement or omission in any Registration
Statement  or  is otherwise required under the 1933 Act, (b) the release of such
Records  is ordered pursuant to a final, non-appealable subpoena or order from a
court  or  government  body of competent jurisdiction, or (c) the information in
such  Records  has  been  made  generally  available to the public other than by
disclosure  in  violation  of this Agreement or any other agreement of which the
Inspector  has knowledge. 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 the Company
and  allow  the  Company,  at  its  expense,  to undertake appropriate action to
prevent  disclosure  of, or to obtain a protective order for, the Records deemed
confidential.

            k.  The Company shall hold in confidence and not make any disclosure
of  information  concerning  an  Investor  provided  to  the  Company unless (i)
disclosure  of  such  information  is  necessary to comply with federal or state
securities  laws,  (ii) the disclosure of such information is necessary to avoid
or  correct  a misstatement or omission in any Registration Statement, (iii) the
release  of  such  information is ordered pursuant to a subpoena or other final,
non-appealable  order  from  a  court  or  governmental  body  of  competent
jurisdiction,  or (iv) such information has been made generally available to the
public  other  than  by  disclosure  in violation of this Agreement or any other
agreement.  The  Company  agrees that it shall, upon learning that disclosure of
such  information  concerning  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.

            l.  The  Company  shall use its best efforts either to (i) cause all
the  Registrable  Securities covered by a Registration Statement to be listed on
each  securities  exchange  or  market  on which securities of the same class or
series  issued  by  the  Company are then listed, if any, if the listing of such
Registrable  Securities  is  then  permitted under the rules of such exchange or
market,  or  (ii)  secure  the  inclusion  for quotation on the over-the-counter
market  on  the  electronic  bulletin board for such Registrable Securities and,
without  limiting  the  generality of the foregoing, to arrange for at least two
market  makers  to register with the National Association of Securities Dealers,
Inc.  ("NASD")  as such with respect to such Registrable Securities. The Company
shall


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pay  all  fees  and  expenses in connection with satisfying its obligation under
this  Section  3.l.

            m.  The  Company  shall  cooperate  with  the  Investors  who  hold
Registrable Securities being offered and, to the extent applicable, any managing
underwriter  or  underwriters, to facilitate the timely preparation and delivery
of  certificates  (not  bearing  any  restrictive  legend)  representing  the
Registrable  Securities  to  be offered pursuant to a Registration Statement and
enable such certificates to be in such denominations or amounts, as the case may
be,  as  the  managing  underwriter  or underwriters, if any, or, if there is no
managing  underwriter  or underwriters, the Investors may reasonably request and
registered in such names as the managing underwriter or underwriters, if any, or
the  Investors  may  request.

            n.  The  Company  shall  maintain  a  transfer  agent  of  all  such
Registrable  Securities  not  later than the effective date of such Registration
Statement.

            o.  If  requested  by  the managing underwriters or an Investor, the
Company  shall:  (i)  promptly  incorporate  in  a  prospectus  supplement  or
post-effective  amendment  such information as the managing underwriters and the
Investors agree should be included therein relating to the sale and distribution
of  Registrable  Securities;  (ii)  make all required filings of such prospectus
supplement  or  post-effective  amendment promptly following notification 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  requested  by  an Investor or any underwriter of such Registrable Securities
and  that  the  Company reasonably determines are required under applicable law.

            p.  The  Company shall use its best efforts to cause the Registrable
Securities  covered  by  the  applicable Registration Statement to be registered
with  or  approved  by such other governmental agencies or authorities as may be
necessary  to  consummate  the  disposition  of  such  Registrable  Securities.

            q. To the extent required by applicable securities laws, the Company
shall make generally available to its security holders as soon as practical, but
not  later  than ninety (90) days after the close of the period covered thereby,
an  earnings  statement (in form complying with the provisions of Rule 158 under
the  1933 Act) covering a 12-month period beginning not later than the first day
of  the  Company's  fiscal  quarter  next  following  the  effective date of the
Registration  Statement.

            r.  The  Company shall otherwise use its best efforts to comply with
all  applicable  rules  and  regulations  of  the  SEC  in  connection  with any
registration  hereunder.

            s.  Within three (3) business days after a Registration Statement is
ordered  effective  by  the SEC, the Company shall deliver, or shall cause legal
counsel  for  the  Company to deliver, to the transfer agent for the Registrable
Securities  covered  thereby  (with  copies  to  the Investors whose Registrable
Securities  are  included  in  such


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Registration  Statement) confirmation, in the form attached hereto as Exhibit A,
that  such  Registration  Statement  has  been  declared  effective  by the SEC.

            t.  The Company shall take all other reasonable actions necessary to
expedite  and  facilitate disposition by the Investors of Registrable Securities
pursuant  to  a  Registration  Statement.

            u.  Notwithstanding  anything to the contrary in Section 3.g, at any
time  after  the Registration Statement has been declared effective, the Company
may  delay  the  disclosure  of  material, non-public information concerning the
Company  the  disclosure  of  which  at  the  time  is  not,  in  the good faith
determination  of  the Board of Directors of the Company and its counsel, in the
best  interest  of  the  Company  (a "GRACE PERIOD"); provided, that the Company
shall promptly (i) notify the Investors in writing of the existence of material,
non-public  information  giving rise to a Grace Period 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 during any consecutive
365-day  period  such  Grace  Periods  shall  not exceed twenty (20) days in the
aggregate  (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) above and shall end
on  and  include the date the Investors receive the notice referred to in clause
(ii)  above.  Upon  expiration  of the Allowable Grace Period, the Company shall
again  be  bound  by  the  first  sentence  of  Section  3.g with respect to the
information  giving  rise  thereto.  Notwithstanding  anything  to  the contrary
contained  herein,  the  Investors  may exercise Warrants during a Grace Period.

            v.  Each  of  the  following events shall constitute a "REGISTRATION
DEFAULT"  for  purposes  of  this  Agreement:

                (i)  the  Company's  failure to file a Registration Statement by
the  Scheduled  Filing Date (except to the extent such date is extended pursuant
to  Section  2.a)  or  Additional Scheduled Filing Date thereof, as appropriate;

                (ii)  the  SEC's  failure  to  declare  a Registration Statement
effective  on  or before thirty (30) days following the Scheduled Effective Date
or Additional Scheduled Effective Date thereof, as appropriate, except where the
failure  to meet such deadline is the result solely of actions by the holders of
Registrable  Securities  or  Legal  Counsel;

                (iii)  the  Company's  failure  to  request  acceleration of the
effectiveness  of  a Registration Statement within three (3) business days after
the  SEC  has notified the Company that it may file such an acceleration request
as  required  by  Section  3.a  hereof,  except  where  the failure to meet such
deadline  is a result solely of actions by the holders of Registrable Securities
or  Legal  Counsel;

                (iv)  the  aggregate  days  of Grace Period exceed the Allowable
Grace  Period.


                                        9
<PAGE>
Upon  the  occurrence  of  a  Registration  Default,  the Company shall pay each
Investor  an amount determined in accordance with the following formula for each
30-day  period  of  such  Registration  Default:

     2.0%  x  P  x  N

     where

     P  = the average closing sale price of the Common Stock  on  the  Principal
          Market  for  the  applicable  thirty  (30)  days;  and

     N  = the number of Registrable Securities that such Investor holds  or  may
          acquire  pursuant  of  conversion  to  Preferred Stock and exercise of
          Warrants  on  the  last  day  of the applicable 30-day period (without
          giving  effect  to  any  limitations  on  conversion  or  exercise).

If  a  Registration  Default  is  cured  before  the end of a 30-day period, the
applicable formula shall be pro-rated. The Company shall pay such amount in cash
on demand by an Investor made at any time during the continuance or for a period
of  30  days following the end of such Registration Default. If the Company does
not  remit  payment of the amount due to such Investor, the Company will pay the
Investor's  reasonable  costs  of  collection,  including  attorneys'  fees.  An
Investor's right to demand such payment shall be in addition to any other rights
it  may  have  under  this  Agreement,  the Subscription Agreement or otherwise.

     4.     OBLIGATIONS  OF  THE  INVESTORS.
            -------------------------------

            a.  At  least seven (7) business days prior to the first anticipated
filing  date of a Registration Statement, the Company shall notify each Investor
in  writing  of  the information the Company requires from each such Investor if
such  Investor  elects  to  have  any  of such Investor's Registrable Securities
included  in  such  Registration Statement. It shall be a condition precedent to
the  obligations  of  the  Company to complete the registration pursuant to this
Agreement  with  respect  to the Registrable Securities of a particular Investor
that  such  Investor  shall  furnish  to  the Company such information regarding
itself  deemed appropriate by the Company, 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 shall execute such documents in connection with such registration
as  the  Company  may  reasonably  request.

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


                                       10
<PAGE>
            c.  In  the  event  any  Investor  elects  to  participate  in  an
underwritten  public offering pursuant to Section 2.b, each such Investor agrees
to  enter  into  and  perform  such Investor's obligations under an underwriting
agreement, in usual and customary form, including, without limitation, customary
indemnification  and  contribution obligations, with the managing underwriter of
such offering and take such other actions as are reasonably required in order to
expedite  or  facilitate  the  disposition  of  the  Registrable  Securities.

            d.  Each  Investor  agrees that, upon receipt of any notice from the
Company  of  the  happening of any event of the kind described in Section 3.h or
the  first  sentence  of Section 3.g, such Investor will immediately discontinue
disposition  of Registrable Securities pursuant to any Registration Statement(s)
covering such Registrable Securities until such Investor's receipt of the copies
of  the  supplemented  or  amended prospectus contemplated by Section 3.h or the
first  sentence  of  Section  3.g.

            e.  No  Investor  may  participate  in any underwritten registration
hereunder  unless  such  Investor (i) agrees to sell such Investor's Registrable
Securities  on  the  basis provided in any underwriting arrangements approved by
the  Investors  entitled  hereunder to approve such arrangements, (ii) completes
and  executes  all questionnaires, powers of attorney, indemnities, underwriting
agreements  and  other  documents  reasonably  required  under the terms of such
underwriting  arrangements,  and  (iii)  agrees to pay its pro rata share of all
underwriting  discounts  and  commissions.

            f.  Each  Investor  agrees  not  to  take  any  action to cause such
Investor  to  become a registered broker-dealer as defined under the 1934 Act or
to  effect  any change to such Investor's status that would preclude the Company
from  using  Form  S-3  for  the  Registration  Statement.

     5.     EXPENSES  OF  REGISTRATION.

            All  reasonable  expenses  (other than expenses incurred pursuant to
Section  2.d,  3.j(iv)  and  (v)  and  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  the  Company  shall  be  paid  by  the  Company.

     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, the Company will, and
hereby  does,  indemnify,  hold harmless and defend each Investor who holds such
Registrable  Securities,  the  directors, officers, partners, employees, agents,
representatives  of,  and  each Person, if any, who controls any Investor within
the  meaning of the 1933


                                       11
<PAGE>
Act  or  the  1934 Act, and any underwriter (as defined in the 1933 Act) for the
Investors,  and  the  directors  and  officers  of, and each Person, if any, who
controls,  any  such  underwriter 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
or body or the SEC, whether pending or threatened, whether or not an indemnified
party is or may be a party thereto ("INDEMNIFIED DAMAGES"), to which any of them
may  become  subject  insofar as such Claims (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon: (i)
any  untrue  statement  or  alleged  untrue  statement  of  a material fact in a
Registration  Statement or any post-effective amendment thereto or in any filing
made  in  connection with the qualification of the offering under the securities
or other "blue sky" laws of any jurisdiction in which Registrable Securities are
offered  ("BLUE  SKY  FILING"),  or  the omission or alleged omission to state a
material  fact required to be stated therein or necessary to make the statements
therein not misleading, (ii) any untrue statement or alleged untrue statement of
a  material  fact  contained  in any preliminary prospectus if used prior to the
effective  date  of  such  Registration  Statement,  or  contained  in the final
prospectus  (as  amended  or  supplemented,  if  the Company files any amendment
thereof  or supplement thereto with the SEC) or the omission or alleged omission
to  state  therein  any  material  fact  necessary  to  make the statements made
therein,  in  light of the circumstances under which the statements therein were
made, not misleading, (iii) any violation or alleged violation by the Company of
the  1933  Act,  the 1934 Act, any other law, including, without limitation, any
state securities law, or any rule or regulation thereunder relating to the offer
or  sale  of  the Registrable Securities pursuant to a Registration Statement or
(iv)  any  material  violation  of  this Agreement (the matters in the foregoing
clauses  (i)  through  (iv)  being,  collectively,  "VIOLATIONS").

            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  the  Company  by such Indemnified Person or underwriter 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 the Company pursuant to Section 3.d;
(ii)  with respect to any preliminary prospectus, shall not inure to the benefit
of  any  such person from whom the person asserting any such Claim purchased the
Registrable  Securities  that  are the subject thereof (or to the benefit of any
person  controlling such person) if the untrue statement or omission of material
fact contained in the preliminary prospectus was corrected in the prospectus, as
then  amended  or  supplemented, if such prospectus was timely made available by
the  Company  pursuant  to  Section 3.d, and the Indemnified Person was promptly
advised  in  writing not to use the incorrect prospectus prior to the use giving
rise  to  a  violation and such Indemnified Person, notwithstanding such advice,
used  it;  (iii)  shall  not be available to the extent such


                                       12
<PAGE>
Claim  is  based  on  a  failure  of  the  Investor to deliver or to cause to be
delivered  the  prospectus made available by the Company, if such prospectus was
timely made available by the Company pursuant to Section 3.d; and (iv) shall not
apply  to amounts paid in settlement of any Claim if such settlement is effected
without  the  prior  written  consent of the Company, which consent shall not be
unreasonably  withheld.  Such  indemnity  shall  remain in full force and effect
regardless  of  any investigation made by or on behalf of the Indemnified Person
and  shall  survive  the transfer of the Registrable Securities by the Investors
pursuant  to  Section  9.  Notwithstanding  the  foregoing, the liability of the
Company pursuant to this section shall not exceed, with respect to any Investor,
the  amount  such  Investor  received  as  proceeds from the sale of Registrable
Securities  that  gave  rise  to  such  claim.

            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, the Company, each of its directors, each
of  its  officers who signs the Registration Statement, each Person, if any, who
controls  the  Company  within  the  meaning  of  the  1933  Act or the 1934 Act
(collectively  and together with an Indemnified Person, 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 the Company by such
Investor  expressly for use in connection with such Registration Statement; and,
subject to Section 6.d, such Investor will reimburse any legal or other expenses
reasonably  incurred  by  them in connection with investigating or defending any
such  Claim;  provided,  however, that the indemnity agreement contained in this
Section  6.b and the agreement with respect to contribution contained in Section
7  shall not apply to amounts paid in settlement of any Claim if such settlement
is  effected  without  the prior written consent of such Investor, which consent
shall  not  be  unreasonably  withheld;  provided,  further,  however,  that the
Investor  shall be liable under this Section 6.b for only that amount of a Claim
or Indemnified Damages as does not exceed the net proceeds to 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.  Notwithstanding  anything  to  the  contrary  contained herein, the
indemnification  agreement  contained  in  this  Section 6.b with respect to any
preliminary  prospectus  shall not inure to the benefit of any Indemnified Party
if  the  untrue  statement  or  omission  of  material  fact  contained  in  the
preliminary  prospectus  was  corrected  on a timely basis in the prospectus and
such  prospectus  was  provided  to  Investors  as  required, as then amended or
supplemented.

            c.  The  Company  shall  be  entitled  to  receive  indemnities from
underwriters,  selling  brokers, dealer managers and similar securities industry
professionals  participating in any distribution, to the same extent as provided
above,  with


                                       13
<PAGE>
respect  to  information  such  persons  so  furnished  in writing expressly for
inclusion  in  the  Registration  Statement.

            d.  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
selected  by  the  indemnifying  party  and  reasonably  satisfactory  to  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 to be paid by the indemnifying
party,  if,  in  the  reasonable opinion of counsel retained by the indemnifying
party,  the  representation  by  such  counsel  of  the  Indemnified  Person  or
Indemnified  Party  and  the  indemnifying  party  would be inappropriate due to
actual  or  potential  differing  interests  between  such Indemnified Person or
Indemnified  Party  and  any  other  party  represented  by such counsel in such
proceeding.  The  Company  shall pay reasonable fees for only one separate legal
counsel  for  the  Investors,  and  such  legal counsel shall be selected by the
Investors  holding  a  majority of the issued or issuable Registrable Securities
included  in  the  Registration  Statement  to  which  the  Claim  relates.  The
Indemnified  Party  or  Indemnified  Person  shall  cooperate  fully  with  the
indemnifying  party  in  connection  with any negotiation or defense of any such
action  or claim by the indemnifying party and shall furnish to the indemnifying
party  all  information  reasonably  available  to  the  Indemnified  Party  or
Indemnified Person which relates to such action or claim. The indemnifying party
shall  keep  the  Indemnified  Party or Indemnified Person fully apprised at all
times  as  to  the  status  of  the  defense or any settlement negotiations with
respect thereto. No indemnifying party shall be liable for any settlement of any
action,  claim  or  proceeding  effected  without its written consent; provided,
however,  that  the indemnifying party shall not unreasonably withhold, delay or
condition  its  consent. No indemnifying party shall, without the consent of the
Indemnified  Party  or  Indemnified  Person, consent to entry of any judgment or
enter  into  any  settlement  or  other  compromise which does not include as an
unconditional  term  thereof  the  giving  by  the claimant or plaintiff to such
Indemnified  Party  or  Indemnified  Person  of  a release from all liability in
respect  to  such claim or litigation. Following indemnification as provided for
hereunder,  the  indemnifying  party  shall  be  subrogated to all rights of the
Indemnified Party or Indemnified Person with respect to all third parties, firms
or  corporations relating to the matter for which indemnification has been made.
The  failure  to  deliver  written  notice  to  the  indemnifying party within a
reasonable  time  of  the commencement of any such action shall not relieve such
indemnifying  party  of  any  liability to the Indemnified Person or Indemnified
Party  under this Section 6, except to the extent that the indemnifying party is
prejudiced  in  its  ability  to  defend  such  action.


                                       14
<PAGE>
            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  seller of Registrable Securities guilty of fraudulent misrepresentation
(within  the  meaning  of  Section  11(f)  of the 1933 Act) shall be entitled to
contribution  from  any  seller  of Registrable Securities who was not guilty of
fraudulent misrepresentation; and (ii) contribution by any seller of Registrable
Securities  shall be limited in amount to the net amount of proceeds received by
such  seller  from  the  sale  of  such  Registrable  Securities.

     8.     REPORTS  UNDER  THE  1934  ACT.

            With  a  view  to  making available to the Investors the benefits of
Rule  144 promulgated under the 1933 Act or any other similar rule or regulation
of  the  SEC that may at any time permit the Investors to sell securities of the
Company  to  the  public  without  registration  ("RULE  144"),  following  the
effectiveness  of any Registration Statement and during the Registration Period,
the  Company  agrees  to:

            a.  make  and  keep public information available, as those terms are
understood  and  defined  in  Rule  144;

            b.  file  with  the  SEC  in  a  timely manner all reports and other
documents required of the Company under the 1933 Act and the 1934 Act so long as
the  Company remains subject to such requirements and the filing of such reports
and  other  documents is required for the applicable provisions of Rule 144; and

            c.  furnish  to  each  Investor  so  long  as  such  Investor  owns
Registrable  Securities,  promptly  upon request, (i) a written statement by the
Company  that  it  has complied with the reporting requirements of Rule 144, the
1933  Act  and  the 1934 Act, (ii) a copy of the most recent annual or quarterly
report  of  the  Company  and  such  other reports and documents so filed by the
Company,  and  (iii)  such  other  information as may be reasonably requested to
permit  the  Investors  to  sell  such  securities  pursuant to Rule 144 without
registration.

     9.     ASSIGNMENT  OF  REGISTRATION  RIGHTS.

            The rights under this Agreement shall be automatically assignable by
the  Investors  to any permitted transferee of all or any portion of Registrable
Securities  if:  (i)  the  Investor  agrees  in  writing  with the transferee or
assignee to assign such rights, and a copy of such agreement is furnished to the
Company  within  a  reasonable  time after such


                                       15
<PAGE>
assignment; (ii) the Company is, within a reasonable time after such transfer or
assignment,  furnished  with  written notice of (a) the name and address of such
transferee  or  assignee,  and  (b)  the  securities  with respect to which such
registration  rights  are  being  transferred  or  assigned;  (iii)  immediately
following such transfer or assignment the further disposition of such securities
by  the  transferee  or assignee is restricted under the 1933 Act and applicable
state  securities  laws;  (iv)  at  or  before the time the Company receives the
written  notice  contemplated  by clause (ii) of this sentence the transferee or
assignee agrees in writing with the Company to be bound by all of the provisions
contained  herein; (v) the transferee purchases or acquires at least $150,000 of
Registrable  Securities;  and  (vi)  such  transfer  shall  have  been  made  in
accordance  with  the  applicable  requirements  of  the Subscription Agreement;
provided  that  the  Company  shall only be required to effect one public resale
hereunder  with  respect  to  any  particular  Registrable  Securities.

     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 the Company
and Investors who then hold or have the right to acquire two-thirds (2/3) of the
Registrable Securities. Any amendment or waiver effected in accordance with this
Section  10  shall  be  binding  upon  each  Investor  and  the Company. 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 any 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  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two  (2)  or  more Persons with respect to the same Registrable
Securities,  the  Company  shall  act  upon the basis of instructions, notice or
election  received  from  the  registered  owner of such Registrable Securities.

            b.  Any  notices, consents, waivers or other communications required
or  permitted  to  be given under the terms of this Agreement must be in writing
and  will  be  deemed  to  have been delivered: (i) upon receipt, when delivered
personally;  (ii) upon receipt, when sent by facsimile (provided confirmation of
transmission is mechanically or electronically generated and kept on file by the
sending  party);  or  (iii)  one  business  day  after deposit with a nationally
recognized  overnight  delivery  service, in each case properly addressed to the
party  to  receive  the  same.  The  addresses  and  facsimile  numbers for such
communications  shall  be:

            If  to  the  Company:    At  the  address  above


                                       16
<PAGE>
            If  to  an  Investor:    To  its address and facsimile number on the
                                     Schedule  of  Investors  attached  hereto,

with  copies  to such Investor's representatives as set forth on the Schedule of
Investors  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 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 generated by
the  sender's  facsimile  machine containing the time, date, recipient facsimile
number  and  an  image  of  such  transmission  or  (C) provided by a courier or
overnight  courier  service  shall  be  rebuttable evidence of personal service,
overnight  or  courier  delivery or transmission by facsimile 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 Delaware, without giving effect to any choice of law or conflict of
law  provision  or  rule  that  would  cause  the application of the laws of any
jurisdictions  other  than  the  State  of  Delaware.  If  any provision of this
Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity
or  unenforceability  shall  not  affect  the  validity or enforceability of the
remainder  of  this  Agreement  in  that  jurisdiction  or  the  validity  or
enforceability  of  any  provision  of this Agreement in any other jurisdiction.

            e.  This  Agreement and the Subscription Agreement (and the exhibits
thereto)  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 supersedes all prior agreements and understandings among
the  parties  hereto  with  respect  to  the  subject matter hereof and thereof.

            f.  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.

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

            h.  This  Agreement  may  be  executed  in  multiple  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.


                                       17
<PAGE>
            i.  Each  party  shall  do  and  perform,  or  cause  to be done and
performed,  all  such further acts and things, and shall execute and deliver all
such  other  agreements,  certificates,  instruments and documents, as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.

            j.  The  language  used  in  this Agreement will be deemed to be the
language  chosen  by  the parties to express their mutual intent and no rules of
strict  construction  will  be  applied  against  any  party.

            k.  This Agreement is intended for the benefit of the parties hereto
and  their  respective  permitted  successors  and  assigns,  and is not for the
benefit  of,  nor  may  any  provision  hereof be enforced by, any other Person.

                                   * * * * * *

            IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement  to  be  duly  executed  as  of  day  and  year  first  above written.

COMPANY:                                INVESTOR:
-------                                 --------

WESTERN  GOLDFIELDS,  INC.              NAME:____________________________

By:_____________________________        By:______________________________
Name:___________________________        Name:____________________________
Its:____________________________        Its:_____________________________


                                       18
<PAGE>
                                    EXHIBIT A
                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT


ATTN:


     Re:      WESTERN  GOLDFIELDS,  INC.
              --------------------------

Ladies  and  Gentlemen:

     We  are  counsel  to  Western  Goldfields,  Inc.,  a Idaho corporation (the
"COMPANY"),  which  has  entered into that certain Subscription Agreement by and
among  the Company and the Investors named therein (collectively, the "HOLDERS")
pursuant  to  which the Company issued to the Holders Units comprising of Issued
Shares,  Escrow  Shares  and Warrant Shares of its common stock, $0.01 par value
per  share. Pursuant to the Subscription Agreement, the Company also has entered
into  a Registration Rights Agreement with the Holders (the "REGISTRATION RIGHTS
AGREEMENT")  pursuant  to  which  the  Company  agreed,  among  other things, to
register  the  Registrable  Securities  (as  defined  in the Registration Rights
Agreement)  under  the  Securities  Act of 1933, as amended (the "1933 ACT"). In
connection  with  the  Company's  obligations  under  the  Registration  Rights
Agreement,  the  Company  filed  a  Registration  Statement  on  Form  SB2  (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 advise you that a member of the SEC's
staff  has  advised  us by telephone that the SEC has entered an order declaring
the  Registration  Statement  effective  under  the  1933  Act at [ENTER TIME OF
EFFECTIVENESS]  on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after
telephonic  inquiry  of  a  member  of  the  SEC's  staff,  that  any stop order
suspending  its  effectiveness  has been issued or that any proceedings for that
purpose  are  pending  before,  or  threatened  by,  the SEC and the Registrable
Securities  are  available  for  resale  under  the  1933  Act  pursuant  to the
Registration  Statement.

                                                Very  truly  yours,
                                                [ISSUER'S  COUNSEL]


                                                By:_____________________________

cc:      [LIST  NAMES  OF  HOLDERS]

SCHEDULE  OF  INVESTORS


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