747469_3
                                                                   Exhibit 10.36


                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------


     This  Registration  Rights Agreement (this "Agreement") is made and entered
                                                 ---------
into  as  of  October  4, 2001, between Pen Interconnect Inc, a Utah corporation
(the  "Company")  and  the  purchaser  listed on Schedule I attached hereto (the
       -------
"Purchaser")
    ------

     This  Agreement  is  being  entered  into  pursuant to the Convertible Note
Purchase  Agreement,  dated  as  of  the date hereof between the Company and the
Purchaser  (the  "Purchase  Agreement").
                  -------------------

     The  Company  and  the  Purchaser  hereby  agree  as  follows:

     1.     Definitions.
            -----------

     Capitalized  terms  used  and  not  otherwise defined herein shall have the
meanings given such terms in the Purchase Agreement.  As used in this Agreement,
the  following  terms  shall  have  the  following  meanings:

     "Advice"  shall  have  meaning  set  forth  in  Section  3(o).
      ------

     "Affiliate"  means,  with  respect  to  any  Person,  any other Person that
      ---------
directly or indirectly controls or is controlled by or under common control with
such  Person.  For  the  purposes  of this definition, "control," when used with
                                                        -------
respect to any Person, means the possession, direct or indirect, of the power to
direct  or  cause  the  direction of the management and policies of such Person,
whether  through  the  ownership of voting securities, by contract or otherwise;
and  the  terms  of  "affiliated,"  "controlling" and "controlled" have meanings
                      ----------     -----------       ----------
correlative  to  the  foregoing.

     "Board"  shall  have  meaning  set  forth  in  Section  3(n).
      -----

          "Business Day" means any day except Saturday, Sunday and any day which
           ------------
shall  be a legal holiday or a day on which banking institutions in the state of
New York generally are authorized or required by law or other government actions
to  close.

          "Closing  Date" means the date of the closing of the purchase and sale
           -------------
of  the  Notes  and  Warrant  Shares  pursuant  to  the  Purchase  Agreement.

"Commission"  means  the  Securities  and  Exchange  Commission.
 ----------

     "Common  Stock"  means  the  Company's  Common  Stock, par value $0.005 per
      -------------
share.
     "Effectiveness  Date"  means with respect to the Registration Statement the
      -------------------
150th  day  following  the  Closing  Date.

     "Effectiveness  Period"  shall  have the meaning set forth in Section 2(a).
      ---------------------


<PAGE>
     "Event"  shall  have  the  meaning  set  forth  in  Section  7(e)(i).
      -----

     "Event  Date"  shall  have  the  meaning  set  forth  in  Section  7(e)(i).
      -----------

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

     "Filing  Date"  means  the  60th  day  following  the  Closing  Date.
      ------------

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

     "Indemnified  Party"  shall  have  the  meaning  set forth in Section 5(c).
      ------------------

     "Indemnifying  Party"  shall  have  the  meaning set forth in Section 5(c).
      -------------------

"Losses"  shall  have  the  meaning  set  forth  in  Section  5(a).
 ------

          "Person"  means  an  individual  or a corporation, partnership, trust,
           ------
incorporated  or  unincorporated  association,  joint venture, limited liability
company,  joint stock company, government (or an agency or political subdivision
thereof)  or  other  entity  of  any  kind.

          "Proceeding" means an action, claim, suit, investigation or proceeding
           ----------
(including,  without limitation, an investigation or partial proceeding, such as
a  deposition),  whether  commenced  or  threatened.

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

     "Registrable  Securities"  means  the  shares of Common Stock issuable upon
      -----------------------
conversion  of the Note and the shares of Common Stock issuable upon exercise of
the  Warrant;  provided, however, that Registrable Securities shall include (but
               --------  -------
not be limited to) a number of shares of Common Stock equal to no less than 150%
of  the  maximum  number  of shares of Common Stock which would be issuable upon
conversion  of  the  Note  and  upon  exercise  of  the  Warrant,  assuming such
conversion  and  exercise  occurred  on  the  Closing  Date  or the Filing Date,
whichever  date  would  result  in the greater number of Registrable Securities.
Such  registered shares of Common Stock shall be allocated among the Holders pro
rata  based  on the total number of Registrable Securities issued or issuable as
of  each  date that a Registration Statement, as amended, relating to the resale
of  the  Registrable  Securities  is  declared  effective  by  the  Commission.
Notwithstanding  anything herein contained to the contrary, if the actual number
of shares of Common Stock issuable upon conversion of the Note and upon exercise
of  the  Warrant  exceeds  150% of the number of shares of Common Stock issuable
upon  conversion  of  the  Note  and  upon  exercise of the Warrant based upon a
computation  as  at  the  Closing Date or the Filing Date, the term "Registrable
Securities"  shall  be deemed to include such additional shares of Common Stock.

     "Registration  Statement"  means  the  registration  statements  and  any
      -----------------------
additional  registration  statements contemplated by Section 2(a), including (in
      --
each  case)  the  Prospectus,  amendments  and  supplements to such registration
statement  or  Prospectus,  including  pre-  and  post-effective amendments, all
exhibits  thereto,  and  all  material  incorporated  by  reference  in  such
registration  statement.

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

     "Rule  158"  means  Rule  158 promulgated by the Commission pursuant to the
      ---------
Securities  Act,  as  such Rule may be amended from time to time, or any similar
rule  or regulation hereafter adopted by the Commission having substantially the
same  effect  as  such  Rule.

     "Rule  415"  means  Rule  415 promulgated by the Commission pursuant to the
      ---------
Securities  Act,  as  such Rule may be amended from time to time, or any similar
rule  or regulation hereafter adopted by the Commission having substantially the
same  effect  as  such  Rule.

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

     "Special  Counsel"  means any special counsel to the Holders, for which the
      ----------------
Holders  will  be  reimbursed  by  the  Company  pursuant  to  Section  4.

     2.     Shelf  Registration.
            --------------------

On  or  prior  to  the  Filing  Date the Company shall prepare and file with the
Commission  a "shelf" Registration Statement covering all Registrable Securities
for  an  offering  to  be  made on a continuous basis pursuant to Rule 415.  The
Registration  Statement  shall be on Form S-2.  The Company shall (i) not permit
any  securities  other  than  the  Registrable  Securities to be included in the
Registration  Statement  without  the  consent of the Purchaser and (ii) use its
best  efforts to cause the Registration Statement to be declared effective under
the  Securities Act as promptly as possible after the filing thereof, but in any
event  prior  to the Effectiveness Date, and to keep such Registration Statement
continuously  effective  under  the  Securities  Act  until  such date as is the
earlier  of  (x)  the  date  when  all  Registrable  Securities  covered by such
Registration  Statement  have been sold or (y) the date on which the Registrable
Securities  may  be  sold  without  any  restriction  pursuant  to  Rule  144 as
determined  by  the counsel to the Company pursuant to a written opinion letter,
addressed  to  the  Company's  transfer agent to such effect (the "Effectiveness
                                                                   -------------
Period").  If  an  additional  Registration  Statement  is  required to be filed
   ---
because  the  actual  number  of shares of Common Stock into which the Notes are
   --
convertible  and  the  Warrants  are exercisable exceeds the number of shares of
Common  Stock  initially  registered in respect of the Conversion Shares and the
Warrant Shares based upon the computation on the Closing Date, the Company shall
have  forty-five  (45)  Business  Days  to  file  such  additional  Registration
Statement,  and  the Company shall use its best efforts to cause such additional
Registration  Statement  to  be  declared effective by the Commission as soon as
possible,  but  in  no  event  later  than  ninety  (90)  days  after  filing.

     3.     Registration  Procedures.
            -------------------------

     In  connection  with  the Company's registration obligations hereunder, the
Company  shall:

     (a)     Prepare  and  file  with  the  Commission on or prior to the Filing
Date,  a  Registration  Statement  on  Form S-2 in accordance with the method or
methods of distribution thereof as specified by the Holders (except if otherwise
directed  by  the  Holders),  and  cause  the  Registration  Statement to become
effective  and  remain effective as provided herein; provided, however, that not
                                                     --------  -------
less  than  five  (5)  Business  Days  prior  to  the filing of the Registration
Statement  or  any  related  Prospectus  or  any amendment or supplement thereto
(including  any  document  that would be incorporated therein by reference), the
Company  shall (i) furnish to the Holders and any Special Counsel, copies of all
such  documents  proposed  to  be  filed,  which  documents  (other  than  those
incorporated  by  reference)  will  be subject to the review of such Holders and
such  Special  Counsel,  and  (ii) cause its officers and directors, counsel and
independent  certified  public accountants to respond to such inquiries as shall
be necessary, in the reasonable opinion of counsel to such Holders, to conduct a
reasonable  investigation within the meaning of the Securities Act.  The Company
shall  not  file  the  Registration  Statement  or  any  such  Prospectus or any
amendments  or  supplements  thereto  to  which the Holders of a majority of the
Registrable Securities or any Special Counsel shall reasonably object in writing
within  three  (3)  Business  Days  of  their  receipt  thereof.

     (b)     (i) Prepare and file with the Commission such amendments, including
post-effective  amendments, to the Registration Statement as may be necessary to
keep  the  Registration  Statement  continuously  effective as to the applicable
Registrable  Securities  for  the Effectiveness Period and prepare and file with
the  Commission such additional Registration Statements in order to register for
resale  under  the  Securities Act all of the Registrable Securities; (ii) cause
the  related Prospectus to be amended or supplemented by any required Prospectus
supplement,  and  as so supplemented or amended to be filed pursuant to Rule 424
(or  any similar provisions then in force) promulgated under the Securities Act;
(iii)  respond  as  promptly  as  possible  to  any  comments  received from the
Commission  with  respect to the Registration Statement or any amendment thereto
and  as promptly as possible provide the Holders true and complete copies of all
correspondence  from  and  to  the  Commission  relating  to  the  Registration
Statement;  and  (iv) comply in all material respects with the provisions of the
Securities  Act  and  the  Exchange  Act  with respect to the disposition of all
Registrable  Securities  covered  by  the  Registration  Statement  during  the
applicable  period in accordance with the intended methods of disposition by the
Holders thereof set forth in the Registration Statement as so amended or in such
Prospectus  as  so  supplemented.

     (c)     Notify  the  Holders  of  Registrable Securities to be sold and any
Special  Counsel  as promptly as possible (and, in the case of (i)(A) below, not
less  than  five  (5)  days  prior to such filing) and (if requested by any such
Person)  confirm  such  notice  in  writing  no  later than one (1) Business Day
following  the  day  (i)(A)  when  a  Prospectus or any Prospectus supplement or
post-effective  amendment to the Registration Statement is proposed to be filed;
(B) when the Commission notifies the Company whether there will be a "review" of
such  Registration  Statement and whenever the Commission comments in writing on
such  Registration  Statement and (C) with respect to the Registration Statement
or any post-effective amendment, when the same has become effective; (ii) of any
request  by  the Commission or any other Federal or state governmental authority
for amendments or supplements to the Registration Statement or Prospectus or for
additional  information;  (iii)  of  the  issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement covering any or
all  of the Registrable Securities or the initiation of any Proceedings for that
purpose;  (iv)  if  at any time any of the representations and warranties of the
Company  contained  in  any  agreement contemplated hereby ceases to be true and
correct  in  all  material  respects;  (v)  of the receipt by the Company of any
notification  with  respect  to the suspension of the qualification or exemption
from  qualification  of  any  of  the  Registrable  Securities  for  sale in any
jurisdiction,  or  the  initiation  or  threatening  of  any Proceeding for such
purpose;  and  (vi) of the occurrence of any event that makes any statement made
in  the  Registration  Statement  or  Prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect or
that  requires  any revisions to the Registration Statement, Prospectus or other
documents  so that, in the case of the Registration Statement or the Prospectus,
as  the case may be, it will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make  the statements therein, in the light of the circumstances under which they
were  made,  not  misleading.

     (d)     Use  its  best  efforts  to  avoid  the issuance of, or, if issued,
obtain  the  withdrawal  of,  (i)  any order suspending the effectiveness of the
Registration Statement or (ii) any suspension of the qualification (or exemption
from  qualification)  of  any  of  the  Registrable  Securities  for sale in any
jurisdiction,  at  the  earliest  practicable  moment.

     (e)     If  requested  by  the  Holders  of  a  majority in interest of the
Registrable  Securities,  (i) promptly incorporate in a Prospectus supplement or
post-effective  amendment  to the Registration Statement such information as the
Company  reasonably agrees should be included therein and (ii) make all required
filings  of  such Prospectus supplement or such post-effective amendment as soon
as  practicable after the Company has received notification of the matters to be
incorporated  in  such  Prospectus  supplement  or  post-effective  amendment.

     (f)     Furnish  to each Holder and any Special Counsel, without charge, at
least  one  conformed  copy  of  each  Registration Statement and each amendment
thereto,  including  financial  statements  and  schedules,  all  documents
incorporated or deemed to be incorporated therein by reference, and all exhibits
to  the extent requested by such Person (including those previously furnished or
incorporated  by reference) promptly after the filing of such documents with the
Commission.

     (g)     Promptly  deliver  to  each Holder and any Special Counsel, without
charge, as many copies of the Prospectus or Prospectuses (including each form of
prospectus)  and  each  amendment  or  supplement  thereto  as  such Persons may
reasonably  request;  and  the  Company  hereby  consents  to  the  use  of such
Prospectus  and  each  amendment  or  supplement  thereto by each of the selling
Holders  in  connection with the offering and sale of the Registrable Securities
covered  by  such  Prospectus  and  any  amendment  or  supplement  thereto.

     (h)     Prior  to  any  public  offering of Registrable Securities, use its
best  efforts  to  register or qualify or cooperate with the selling Holders and
any  Special  Counsel  in  connection with the registration or qualification (or
exemption  from  such  registration  or  qualification)  of  such  Registrable
Securities  for  offer  and  sale  under the securities or Blue Sky laws of such
jurisdictions  within  the  United  States as any Holder requests in writing, to
keep  each such registration or qualification (or exemption therefrom) effective
during  the  Effectiveness  Period  and  to  do any and all other acts or things
necessary  or  advisable  to enable the disposition in such jurisdictions of the
Registrable  Securities  covered by a Registration Statement; provided, however,
                                                              --------  -------
that  the  Company  shall not be required to qualify generally to do business in
any  jurisdiction  where  it is not then so qualified or to take any action that
would subject it to general service of process in any such jurisdiction where it
is  not  then  so subject or subject the Company to any material tax in any such
jurisdiction  where  it  is  not  then  so  subject.

     (i)     Cooperate with the Holders to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold pursuant
to a Registration Statement, which certificates shall be free of all restrictive
legends,  and  to enable such Registrable Securities to be in such denominations
and registered in such names as any Holder may request at least two (2) Business
Days  prior  to  any  sale  of  Registrable  Securities.

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

     (k)     Use  its  best efforts to cause all Registrable Securities relating
to  such  Registration  Statement  to  be  listed on the OTC Bulletin Board, The
Nasdaq  Small-Cap  Market and any other securities exchange, quotation system or
market,  if  any,  on  which  similar  securities issued by the Company are then
listed  as  and  when  required  pursuant  to  the  Purchase  Agreement.

     (l)     Comply  in  all  material  respects  with  all applicable rules and
regulations  of  the  Commission  and  make  generally available to its security
holders  earning  statements  satisfying  the provisions of Section 11(a) of the
Securities Act and Rule 158 not later than 45 days after the end of any 12-month
period  (or  90  days  after  the end of any 12-month period if such period is a
fiscal  year)  commencing  on  the  first day of the first fiscal quarter of the
Company  after the effective date of the Registration Statement, which statement
shall  conform  to  the  requirements  of  Rule  158.

     (m)     The  Company  may  require  each  selling  Holder to furnish to the
Company  information  regarding  such  Holder  and  the  distribution  of  such
Registrable Securities as is required by law to be disclosed in the Registration
Statement,  and  the  Company may exclude from such registration the Registrable
Securities of any such Holder who unreasonably fails to furnish such information
within  a  reasonable  time  after  receiving  such  request.

     If  the Registration Statement refers to any Holder by name or otherwise as
the  holder  of  any  securities of the Company, then such Holder shall have the
right  to  require (if such reference to such Holder by name or otherwise is not
required by the Securities Act or any similar federal statute then in force) the
deletion  of  the reference to such Holder in any amendment or supplement to the
Registration  Statement  filed  or  prepared  subsequent  to  the time that such
reference  ceases  to  be  required.

     Each  Holder covenants and agrees that (i) it will not sell any Registrable
Securities  under the Registration Statement until it has received copies of the
Prospectus  as  then amended or supplemented as contemplated in Section 3(g) and
notice  from the Company that such Registration Statement and any post-effective
amendments  thereto  have  become  effective as contemplated by Section 3(c) and
(ii)  it and its officers, directors or Affiliates, if any, will comply with the
prospectus  delivery requirements of the Securities Act as applicable to them in
connection  with  sales  of  Registrable Securities pursuant to the Registration
Statement.

     Each  Holder agrees by its acquisition of such Registrable Securities that,
upon  receipt of a notice from the Company of the occurrence of any event of the
kind  described  in  Section 3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v) or 3(c)(vi),
such  Holder  will  forthwith  discontinue  disposition  of  such  Registrable
Securities  under  the Registration Statement until such Holder's receipt of the
copies  of  the  supplemented  Prospectus  and/or amended Registration Statement
contemplated  by  Section 3(j), or until it is advised in writing (the "Advice")
                                                                        ------
by the Company that the use of the applicable Prospectus may be resumed, and, in
either  case, has received copies of any additional or supplemental filings that
are incorporated or deemed to be incorporated by reference in such Prospectus or
Registration  Statement.

     (n)     If  (i)  there  is  material  non-public  information regarding the
Company  which  the  Company's  Board  of  Directors  (the  "Board")  reasonably
                                                             -----
determines  not  to  be in the Company's best interest to disclose and which the
Company  is  not  otherwise required to disclose, or (ii) there is a significant
business  opportunity  (including,  but  not  limited  to,  the  acquisition  or
disposition  of  assets  (other  than in the ordinary course of business) or any
merger,  consolidation,  tender offer or other similar transaction) available to
the  Company  which  the  Board reasonably determines not to be in the Company's
best  interest  to  disclose, then the Company may postpone or suspend filing or
effectiveness  of  a  registration  statement  for  a  period  not  to exceed 20
consecutive  days,  provided  that  the  Company may not postpone or suspend its
obligation under this Section 3(n) for more than 45 days in the aggregate during
any  12 month period; provided, however, that no such postponement or suspension
                      --------  -------
shall  be  permitted for consecutive 20 day periods, arising out of the same set
of  facts,  circumstances  or  transactions.

     4.     Registration  Expenses.
            ----------------------

     All  fees  and  expenses  incident to the performance of or compliance with
this  Agreement by the Company, except as and to the extent specified in Section
4(b), shall be borne by the Company whether or not the Registration Statement is
filed  or  becomes  effective  and whether or not any Registrable Securities are
sold  pursuant to the Registration Statement.  The fees and expenses referred to
in  the  foregoing  sentence  shall  include,  without  limitation,  (i)  all
registration  and  filing fees (including, without limitation, fees and expenses
(A)  with respect to filings required to be made with the OTC Bulletin Board and
each  other  securities  exchange  or market on which Registrable Securities are
required hereunder to be listed, (B) with respect to filings required to be made
with  the  National  Association  of  Securities  Dealers,  Inc.  and  the  NASD
Regulation,  Inc.  and  (C) in compliance with state securities or Blue Sky laws
(including,  without  limitation,  fees  and  disbursements  of  counsel for the
Holders in connection with Blue Sky qualifications of the Registrable Securities
and  determination  of  the  eligibility  of  the  Registrable  Securities  for
investment  under the laws of such jurisdictions as the Holders of a majority of
Registrable  Securities  may  designate)),  (ii)  printing  expenses (including,
without limitation, expenses of printing certificates for Registrable Securities
and of printing prospectuses if the printing of prospectuses is requested by the
holders of a majority of the Registrable Securities included in the Registration
Statement),  (iii)  messenger,  telephone  and  delivery expenses, (iv) fees and
disbursements of counsel for the Company and Special Counsel for the Holders, in
the  case  of the Special Counsel, to a maximum amount of $5,000, (v) Securities
Act liability insurance, if the Company so desires such insurance, and (vi) fees
and expenses of all other Persons retained by the Company in connection with the
consummation  of  the  transactions  contemplated  by this Agreement, including,
without  limitation,  he Company's independent public accountants (including the
expenses  of  any  comfort  letters  or  costs  associated  with the delivery by
independent  public  accountants  of  a  comfort letter or comfort letters).  In
addition,  the  Company  shall  be  responsible for all of its internal expenses
incurred in connection with the consummation of the transactions contemplated by
this  Agreement (including, without limitation, all salaries and expenses of its
officers  and  employees  performing legal or accounting duties), the expense of
any  annual audit, the fees and expenses incurred in connection with the listing
of  the Registrable Securities on any securities exchange as required hereunder.

     5.          Indemnification.
                 ---------------

     (a)     Indemnification by the Company.  The Company shall, notwithstanding
             ------------------------------
any  termination of this Agreement, indemnify and hold harmless each Holder, the
officers,  directors,  agents,  brokers  (including  brokers  who offer and sell
Registrable  Securities  as  principal as a result of a pledge or any failure to
perform  under a margin call of Common Stock), investment advisors and employees
of each of them, each Person who controls any such Holder (within the meaning of
Section  15  of  the  Securities  Act or Section 20 of the Exchange Act) and the
officers,  directors,  agents  and employees of each such controlling Person, to
the  fullest  extent  permitted  by applicable law, from and against any and all
losses,  claims,  damages,  liabilities,  costs  (including, without limitation,
costs of preparation and attorneys' fees) and expenses (collectively, "Losses"),
                                                                       ------
as  incurred,  arising  out  of  or  relating  to  any  untrue or alleged untrue
statement  of  a  material  fact  contained  in  the Registration Statement, any
Prospectus  or  any form of prospectus or in any amendment or supplement thereto
or  in any preliminary prospectus, or arising out of or relating to any omission
or  alleged  omission  of  a  material  fact  required  to  be stated therein or
necessary  to make the statements therein (in the case of any Prospectus or form
of  prospectus  or  supplement  thereto, in the light of the circumstances under
which  they  were  made)  not  misleading, except to the extent, but only to the
extent,  that  such  untrue  statements  or  omissions  are  based  solely  upon
information  regarding  such  Holder furnished in writing to the Company by such
Holder  expressly for use therein, which information was reasonably relied on by
the  Company  for  use therein or to the extent that such information relates to
such  Holder  or  such  Holder's  proposed method of distribution of Registrable
Securities  and  was  reviewed  and expressly approved in writing by such Holder
expressly for use in the Registration Statement, such Prospectus or such form of
Prospectus  or in any amendment or supplement thereto.  The Company shall notify
the  Holders  promptly of the institution, threat or assertion of any Proceeding
of  which  the Company is aware in connection with the transactions contemplated
by  this  Agreement.

     (b)     Indemnification  by  Holders.  Each Holder shall, severally and not
             ----------------------------
jointly,  indemnify  and  hold  harmless  the  Company, the directors, officers,
agents  and  employees, each Person who controls the Company (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors,  officers,  agents  or  employees of such controlling Persons, to the
fullest  extent  permitted  by  applicable  law, from and against all Losses, as
incurred,  arising  solely out of or based solely upon any untrue statement of a
material  fact  contained  in the Registration Statement, any Prospectus, or any
form  of  prospectus, or arising solely out of or based solely upon any omission
of  a  material  fact  required  to  be  stated therein or necessary to make the
statements  therein  (in  the  case  of  any Prospectus or form of prospectus or
supplement  thereto,  in  the  light  of the circumstances under which they were
made)  not  misleading,  to the extent, but only to the extent, that such untrue
statement or omission is contained in any information so furnished in writing by
such  Holder  to  the  Company  specifically  for  inclusion in the Registration
Statement  or  such  Prospectus  and that such information was reasonably relied
upon  by  the  Company for use in the Registration Statement, such Prospectus or
such  form  of prospectus or to the extent that such information relates to such
Holder  or  such  Holder's  proposed  method  of  distribution  of  Registrable
Securities  and  was  reviewed  and expressly approved in writing by such Holder
expressly for use in the Registration Statement, such Prospectus or such form of
Prospectus.

     (c)     Conduct  of  Indemnification  Proceedings.  If  any
                       -----------------------------------------
Proceeding shall be brought or asserted against any Person entitled to indemnity
hereunder (an "Indemnified Party"), such Indemnified Party promptly shall notify
               -----------------
the  Person  from whom indemnity is sought (the "Indemnifying Party) in writing,
                                                 ------------------
and  the  Indemnifying  Party  shall  assume  the defense thereof, including the
employment  of  counsel reasonably satisfactory to the Indemnified Party and the
payment  of  all  fees and expenses incurred in connection with defense thereof;
provided,  that  the  failure of any Indemnified Party to give such notice shall
not relieve the Indemnifying Party of its obligations or liabilities pursuant to
this  Agreement,  except  (and  only)  to  the  extent  that it shall be finally
determined  by  a  court  of  competent jurisdiction (which determination is not
subject  to  appeal  or further review) that such failure shall have proximately
and  materially  adversely  prejudiced  the  Indemnifying  Party.

     An Indemnified Party shall have the right to employ separate counsel in any
such  Proceeding  and  to  participate  in the defense thereof, but the fees and
expenses  of  such  counsel shall be at the expense of such Indemnified Party or
Parties  unless:  (1)  the  Indemnifying Party has agreed in writing to pay such
fees  and  expenses; or (2) the Indemnifying Party shall have failed promptly to
assume  the  defense  of  such  Proceeding  and  to  employ  counsel  reasonably
satisfactory  to such Indemnified Party in any such Proceeding; or (3) the named
parties  to  any  such Proceeding (including any impleaded parties) include both
such  Indemnified  Party  and the Indemnifying Party, and such Indemnified Party
shall  have  been  advised  by  counsel that a conflict of interest is likely to
exist  if  the  same  counsel  were  to represent such Indemnified Party and the
Indemnifying  Party  (in  which  case,  if  such  Indemnified Party notifies the
Indemnifying  Party  in writing that it elects to employ separate counsel at the
expense  of  the  Indemnifying  Party, the Indemnifying Party shall not have the
right  to assume the defense thereof and such counsel shall be at the expense of
the  Indemnifying  Party).  The  Indemnifying  Party shall not be liable for any
settlement  of  any  such Proceeding effected without its written consent, which
consent  shall  not  be  unreasonably  withheld.  No  Indemnifying  Party shall,
without  the  prior  written  consent  of  the  Indemnified  Party,  effect  any
settlement  of  any pending Proceeding in respect of which any Indemnified Party
is  a  party,  unless  such settlement includes an unconditional release of such
Indemnified  Party  from  all liability on claims that are the subject matter of
such  Proceeding.

          All  fees  and expenses of the Indemnified Party (including reasonable
fees  and  expenses  to  the extent incurred in connection with investigating or
preparing  to  defend  such  Proceeding  in  a manner not inconsistent with this
Section)  shall  be  paid to the Indemnified Party, as incurred, within ten (10)
Business Days of written notice thereof to the Indemnifying Party (regardless of
whether it is ultimately determined that an Indemnified Party is not entitled to
indemnification  hereunder;  provided,  that  the Indemnifying Party may require
such  Indemnified  Party to undertake to reimburse all such fees and expenses to
the  extent  it  is finally judicially determined that such Indemnified Party is
not  entitled  to  indemnification  hereunder).

     (d)     Contribution.  If  a   claim  for indemnification under Section
                  ------------
5(a)  or  5(b)  is  unavailable  to an Indemnified Party because of a failure or
refusal  of  a  governmental  authority  to  enforce  such  indemnification  in
accordance  with  its terms (by reason of public policy or otherwise), then each
Indemnifying  Party,  in  lieu  of  indemnifying  such  Indemnified Party, shall
contribute  to  the amount paid or payable by such Indemnified Party as a result
of  such  Losses,  in  such proportion as is appropriate to reflect the relative
fault  of  the  Indemnifying  Party and Indemnified Party in connection with the
actions,  statements  or  omissions  that resulted in such Losses as well as any
other  relevant  equitable  considerations.  The  relative  fault  of  such
Indemnifying  Party  and  Indemnified Party shall be determined by reference to,
among  other  things,  whether  any  action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission of a
material fact, has been taken or made by, or relates to information supplied by,
such Indemnifying, Party or Indemnified Party, and the parties' relative intent,
knowledge,  access  to  information  and  opportunity to correct or prevent such
action,  statement  or  omission.  The  amount  paid  or payable by a party as a
result  of any Losses shall be deemed to include, subject to the limitations set
forth  in  Section  5(c),  any reasonable attorneys' or other reasonable fees or
expenses  incurred by such party in connection with any Proceeding to the extent
such  party  would  have  been  indemnified  for  such  fees  or expenses if the
indemnification  provided  for  in  this  Section was available to such party in
accordance  with  its  terms.

          The  parties  hereto  agree that it would not be just and equitable if
contribution  pursuant  to  this  Section  5(d)  were  determined  by  pro  rata
allocation  or by any other method of allocation that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
No  Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f)  of  the Securities Act) shall be entitled to contribution from any Person
who  was  not  guilty  of  such  fraudulent  misrepresentation.

          The  indemnity  and  contribution agreements contained in this Section
are  in  addition to any liability that the Indemnifying Parties may have to the
Indemnified  Parties

     6.     Rule  144.
            ---------

     As  long  as any Holder owns Shares, Conversion Shares, Warrants or Warrant
Shares,  the  Company  covenants to timely file (or obtain extensions in respect
thereof  and file within the applicable grace period) all reports required to be
filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of
the  Exchange  Act  and  to  promptly furnish the Holders with true and complete
copies  of  all  such  filings.  As  long  as any Holder owns Shares, Conversion
Shares,  Warrants  or  Warrant  Shares,  if  the Company is not required to file
reports  pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare
and  furnish  to the Holders and make publicly available in accordance with Rule
144(c)  promulgated  under  the  Securities  Act  annual and quarterly financial
statements, together with a discussion and analysis of such financial statements
in  form  and  substance  substantially similar to those that would otherwise be
required  to  be  included  in reports required by Section 13(a) or 15(d) of the
Exchange  Act,  as  well  as any other information required thereby, in the time
period  that  such  filings would have been required to have been made under the
Exchange  Act.  The  Company  further  covenants  that it will take such further
action  as  any  Holder  may reasonably request, all to the extent required from
time  to time to enable such Person to sell Conversion Shares and Warrant Shares
without  registration  under  the  Securities  Act  within the limitation of the
exemptions  provided by Rule 144 promulgated under the Securities Act, including
providing  any  legal opinions relating to such sale pursuant to Rule 144.  Upon
the  request  of  any Holder, the Company shall deliver to such Holder a written
certification  of  a  duly authorized officer as to whether it has complied with
such  requirements.

     7.     Miscellaneous.
            -------------

     (a)     Remedies.  In  the event of a breach by the Company or by a Holder,
             --------
of any of their obligations under this Agreement, each Holder or the Company, as
the case may be, in addition to being entitled to exercise all rights granted by
law and under this Agreement, including recovery of damages, will be entitled to
specific  performance  of its rights under this Agreement.  The Company and each
Holder  agree  that monetary damages would not provide adequate compensation for
any losses incurred by reason of a breach by it of any of the provisions of this
Agreement  and  hereby  further  agrees  that,  in  the  event of any action for
specific  performance in respect of such breach, it shall waive the defense that
a  remedy  at  law  would  be  adequate.

     (b)     No  Inconsistent  Agreements.  Neither  the  Company nor any of its
             ----------------------------
subsidiaries  has,  as  of the date hereof entered into and currently in effect,
nor  shall  the Company or any of its subsidiaries, on or after the date of this
Agreement,  enter  into  any  agreement  with  respect to its securities that is
inconsistent  with  the  rights  granted  to  the  Holders  in this Agreement or
otherwise conflicts with the provisions hereof.  Except as disclosed in Schedule
                                                                        --------
2.1(c)  of  the  Purchase  Agreement,  neither  the  Company  nor  any  of  its
------
subsidiaries  has  previously  entered  into  any  agreement currently in effect
granting  any  registration  rights with respect to any of its securities to any
Person.  Without  limiting  the generality of the foregoing, without the written
consent  of  the  Holders  of  a  majority  of  the then outstanding Registrable
Securities,  the  Company shall not grant to any Person the right to request the
Company  to  register  any  securities  of  the Company under the Securities Act
unless  the rights so granted are subject in all respects to the prior rights in
full of the Holders set forth herein, and are not otherwise in conflict with the
provisions  of  this  Agreement.

     (c)     No  Piggyback on Registrations.  Neither the Company nor any of its
             ------------------------------
security  holders (other than the Holders in such capacity pursuant hereto or as
disclosed  in  Schedule 2.1(c) of the Purchase Agreement) may include securities
               ---------------
of  the  Company  in the Registration Statement, and the Company shall not after
the  date  hereof  enter  into  any agreement providing such right to any of its
securityholders,  unless  the right so granted is subject in all respects to the
prior  rights  in  full of the Holders set forth herein, and is not otherwise in
conflict  with  the  provisions  of  this  Agreement.

     (d)     Piggy-Back  Registrations.  If  at  any  time  when there is not an
             -------------------------
effective  Registration Statement covering (i) Conversion Shares or (ii) Warrant
Shares,  the  Company  shall determine to prepare and file with the Commission a
registration  statement  relating  to  an  offering  for  its own account or the
account  of  others  under  the  Securities Act of any of its equity securities,
other  than  on  Form  S-4 or Form S-8 (each as promulgated under the Securities
Act) or their then equivalents relating to equity securities to be issued solely
in  connection  with  any  acquisition  of  any  entity  or  business  or equity
securities  issuable  in  connection with stock option or other employee benefit
plans,  the  Company shall send to each holder of Registrable Securities written
notice  of  such  determination and, if within thirty (30) days after receipt of
such  notice,  any such holder shall so request in writing, (which request shall
specify the Registrable Securities intended to be disposed of by the Purchaser),
the  Company  will  cause  the  registration  under  the  Securities  Act of all
Registrable  Securities  which  the Company has been so requested to register by
the holder, to the extent requisite to permit the disposition of the Registrable
Securities  so  to  be  registered,  provided  that  if at any time after giving
written  notice  of  its  intention  to register any securities and prior to the
effective  date  of  the  registration  statement  filed in connection with such
registration,  the  Company shall determine for any reason not to register or to
delay  registration  of  such securities, the Company may, at its election, give
written  notice  of such determination to such holder and, thereupon, (i) in the
case  of a determination not to register, shall be relieved of its obligation to
register  any  Registrable  Securities in connection with such registration (but
not  from  its  obligation to pay expenses in accordance with Section 4 hereof),
and (ii) in the case of a determination to delay registering, shall be permitted
to  delay  registering  any  Registrable Securities being registered pursuant to
this  Section  7(d)  for  the same period as the delay in registering such other
securities.  The Company shall include in such registration statement all or any
part  of  such  Registrable  Securities  such  holder requests to be registered;
provided,  however,  that  the  Company  shall  not  be required to register any
     ---   -------
Registrable  Securities pursuant to this Section 7(d) that are eligible for sale
pursuant  to  Rule 144(k) of the Securities Act.  In the case of an underwritten
public  offering,  if  the  managing  underwriter(s)  or  underwriter(s)  should
reasonably  object  to  the  inclusion  of  the  Registrable  Securities in such
registration statement, then if the Company after consultation with the managing
underwriter  should  reasonably determine that the inclusion of such Registrable
Securities,  would materially adversely affect the offering contemplated in such
registration  statement, and based on such determination recommends inclusion in
such  registration  statement  of fewer or none of the Registrable Securities of
the  Holders,  then  (x)  the  number  of  Registrable Securities of the Holders
included  in  such  registration  statement shall be reduced pro-rata among such
Holders  (based  upon  the  number  of  Registrable  Securities  requested to be
included  in  the  registration),  if  the  Company  after consultation with the
underwriter(s)  recommends the inclusion of fewer Registrable Securities, or (y)
none  of  the  Registrable  Securities  of the Holders shall be included in such
registration  statement,  if  the  Company  after  consultation  with  the
underwriter(s)  recommends the inclusion of none of such Registrable Securities;
provided, however, that if Securities are being offered for the account of other
--------  -------
persons or entities as well as the Company, such reduction shall not represent a
greater  fraction of the number of Registrable Securities intended to be offered
by  the  Holders  than  the fraction of similar reductions imposed on such other
persons  or  entities  (other  than  the  Company).

     (e)     Failure  to  File  Registration  Statement  and  Other Events.  The
             -------------------------------------------------------------
Company  and  the  Purchaser  agree  that the Holders will suffer damages if the
Registration  Statement  is  not  filed  on  or prior to the Filing Date and not
declared  effective  by the Commission on or prior to the Effectiveness Date and
maintained in the manner contemplated herein during the Effectiveness Time or if
certain  other  events occur.  The Company and the Holders further agree that it
would  not  be  feasible to ascertain the extent of such damages with precision.
Accordingly,  if  (A) the Registration Statement is not filed on or prior to the
Filing  Date,  or is not declared effective by the Commission on or prior to the
Effectiveness  Date  (or  in  the  event an additional Registration Statement is
filed  because  the actual number of shares of Common Stock into which the Notes
are convertible and the Warrants are exercisable exceeds the number of shares of
Common  Stock  initially registered is not filed and declared effective with the
time  periods  set forth in Section 2(a)), or (B) the Company fails to file with
the  Commission  a  request  for  acceleration  in  accordance  with Rule 12dl-2
promulgated  under  the  Exchange  Act within five (5) Business Days of the date
that the Company is notified (orally or in writing, whichever is earlier) by the
Commission  that a Registration Statement will not be "reviewed," or not subject
to  further review, or (C) the Registration Statement is filed with and declared
effective  by  the  Commission  but  thereafter ceases to be effective as to all
Registrable  Securities at any time prior to the expiration of the Effectiveness
Period,  without  being  succeeded  immediately  by  a  subsequent  Registration
Statement filed with and declared effective by the Commission, or (D) trading in
the  Common Stock shall be suspended or if the Common Stock is delisted from the
OTC  Bulletin  Board or The Nasdaq Small-Cap Market for any reason for more than
three  Business  Days  in  the  aggregate,  or  (E) the conversion rights of the
Holders  are suspended for any reason except as a result of Section 5(a)(iii) of
the  Certificate  of  Designation,  or  (F)  the  Company breaches in a material
respect  any covenant or other material term or condition to this Agreement, the
Certificate  of Designation, the Purchase Agreement (other than a representation
or  warranty contained therein) or any other agreement, document, certificate or
other  instrument  delivered  in  connection  with the transactions contemplated
hereby  and thereby, and such breach continues for a period of thirty days after
written  notice  thereof to the Company, or (G) the Company has breached Section
3(n)  (any  such  failure  or  breach  being  referred to as an "Event," and for
                                                                 -----
purposes  of  clauses  (A)  and  (E) the date on which such Event occurs, or for
purposes  of  clause  (B) the date on which such five day period is exceeded, or
for  purposes  of  clause  (C)  after  more  than  fifteen Business Days, or for
purposes  of  clause  (D)  the  date  on which such three Business Day period is
exceeded,  or  for  clause  (F)  the  date  on  which  such thirty day period is
exceeded,  being  referred  to  as  "Event Date"), the Company shall pay, at the
                                     ----------
option of the Holder, an amount in cash or shares of Common Stock, as liquidated
damages  to  each  Holder  equal  to  1% for the first calendar month and 2% per
calendar  month  thereafter  or  portion  thereof of the principal amount of the
Notes  held by such Holder plus the principal amount of any Notes that have been
converted to the extent any of the Conversion Shares issued upon such conversion
have  not  been  sold  from  the Event Date until the applicable Event is cured.
Payments  to  be  made pursuant to this Section 7(e)(i) shall be due and payable
immediately  upon  demand in immediately available funds.   If the Holder elects
to  be paid in shares of Common Stock, the number of such shares of Common Stock
shall  be  based  on the liquidated damage amount divided by the Conversion Rate
(as  defined  in  the  Note).

     (f)     Amendments and Waivers. The provisions of this Agreement, including
              ----------------------
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given,unless the same shall be in writing and signed by the Company and each of
the Holders.  Notwithstanding the foregoing, a waiver or consent to depart from
the provisions hereof with respect to a  matter that relates exclusively to the
rights  of Holders and that does not directly or indirectly affect the rights of
other  Holders may be given by Holders of at least a majority of the Registrable
Securities  to which such waiver or consent relates; provided, however, that the
                                                     --------  -------
provisions of this sentence may not be amended, modified, or supplemented except
in  accordance  with  the  provisions  of  the  immediately  preceding sentence.

     (g)     Notices.  Any and all notices or other communications or deliveries
             -------
required  or permitted to be provided hereunder shall be in writing and shall be
deemed  given  and  effective on the earlier of (i) the date of transmission, if
such  notice  or  communication  is  delivered  via  facsimile  at the facsimile
telephone number specified for notice prior to 5:00 p.m., New York City time, on
a  Business  Day,  (ii) the Business Day after the date of transmission, if such
notice  or  communication  is delivered via facsimile at the facsimile telephone
number  specified  for  notice  later than 5:00 p.m., New York City time, on any
date  and  earlier  than 11:59 p.m., New York City time, on such date, (iii) the
Business  Day  following  the  date of mailing, if sent by nationally recognized
overnight  courier  service  or  (iv)  actual  receipt by the party to whom such
notice  is required to be given.  The addresses for such communications shall be
with  respect to each Holder at its address set forth under its name on Schedule
                                                                        --------
1  attached  hereto,  or  with  respect  to  the  Company,  addressed  to:


                    Pen  Interconnect,  Inc
                    C/o  Amanda  Corporation
                    13765  Alton  Parkway,  Suite  F
                    Irvine,  California  92618
                    Attention:  Chief  Executive  Officer
                    Telephone  No.:  (949)  859-6279
                    Facsimile  No.:  (949)  859-4380


or to such other address or addresses or facsimile number or numbers as any such
party  may  most recently have designated in writing to the other parties hereto
by  such  notice.  Copies of notices to the Company shall be sent to Naccarato &
Associates,  19600  Fairchild,  Suite  260,  Irvine  CA  92612  Attention:  Owen
Naccarato,  Facsimile  No.:  (949)  851-9262.

     (h)     Successors and Assigns. This Agreement shall be binding upon and
             -----------------------
inure to the benefit of the parties and their successors and permitted assigns
and shall inure to the benefit of each Holder and its successors and assigns.The
Company  may  not  assign  this  Agreement  or  any of its rights or obligations
hereunder  without  the prior written consent of each Holder.  The Purchaser may
assign  its rights hereunder in the manner and to the Persons as permitted under
the  Purchase  Agreement.

     (i) Assignment of Registration Rights. The rights of each Holder hereunder,
             ---------------------------------
including  the  right  to  have  the  Company  register  for  resale Registrable
Securities  in  accordance  with  the  terms  of  this  Agreement,  shall  be
automatically  assignable  by each Holder to any Affiliate of such Holder or any
other  Holder  or Affiliate of any other Holder of all or a portion of the Notes
or  the  Registrable  Securities  if:  (i) the Holder agrees in writing with the
transferee  or  assignee  to assign such rights, and a copy of such agreement is
furnished  to  the  Company within a reasonable time after such assignment, (ii)
the  Company  is,  within  a  reasonable time after such transfer or assignment,
furnished  with written notice of (a) the name and address of such transferee or
assignee,  and (b) the securities with respect to which such registration rights
are  being  transferred or assigned, (iii) following such transfer or assignment
the  further  disposition  of  such securities by the transferee or assignees is
restricted  under  the Securities Act and applicable state securities laws, (iv)
at  or  before  the time the Company receives the written notice contemplated by
clause  (ii)  of this Section, the transferee or assignee agrees in writing with
the Company to be bound by all of the provisions of this Agreement, and (v) such
transfer  shall have been made in accordance with the applicable requirements of
the Purchase Agreement.  In addition, each Holder shall have the right to assign
its  rights  hereunder to any other Person with the prior written consent of the
Company,  which  consent  shall  not  be  unreasonably  withheld.  The rights to
assignment  shall  apply  to  the  Holders  (and  to  subsequent) successors and
assigns.

     (j)     Counterparts.  This  Agreement  may  be  executed  in any number of
             ------------
counterparts,  each  of which when so executed shall be deemed to be an original
and,  all  of  which taken together shall constitute one and the same Agreement.
In  the  event  that  any signature is delivered by facsimile transmission, such
signature  shall create a valid binding obligation of the party executing (or on
whose behalf such signature is executed) the same with the same force and effect
as  if  such  facsimile  signature  were  the  original  thereof.

     (k)     Governing  Law.  This  Agreement shall be governed by and construed
             --------------
in  accordance  with  the  laws  of  the  State  of  New York, without regard to
principles  of  conflicts  of  law  thereof.

     (l)     Cumulative  Remedies.  The  remedies provided herein are cumulative
             --------------------
and  not  exclusive  of  any  remedies  provided  by  law.

     (m)     Severability.  If  any  term, provision, covenant or restriction of
             ------------
this  Agreement  is  held  to  be invalid, illegal, void or unenforceable in any
respect,  the remainder of the terms, provisions, covenants and restrictions set
forth  herein  shall  remain  in  full  force  and effect and shall in no way be
affected,  impaired  or  invalidated,  and  the  parties  hereto shall use their
reasonable  efforts  to find and employ an alternative means to achieve the same
or  substantially  the same result as that contemplated by such term, provision,
covenant  or  restriction.  It  is  hereby  stipulated  and  declared  to be the
intention  of  the  parties  that  they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter  declared  invalid,  illegal,  void  or  unenforceable.

     (n)     Headings.  The  headings  herein  are  for convenience only, do not
             --------
constitute  a  part of this Agreement and shall not be deemed to limit or affect
any  of  the  provisions  hereof.

     (o)     Shares Held by the Company and its Affiliates. Whenever the consent
             ---------------------------------------------
or  approval  of  Holders of a specified percentage of Registrable Securities is
required hereunder, Registrable Securities held by the Company or its Affiliates
(other  than  any Holder or transferees or successors or assigns thereof if such
Holder  is  deemed  to  be an Affiliate solely by reason of its holdings of such
Registrable Securities) shall not be counted in determining whether such consent
or  approval  was  given  by  the  Holders  of  such  required  percentage.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>
IN  WITNESS  WHEREOF,  the  parties  hereto have caused this Registration Rights
Agreement  to  be duly executed by their respective authorized persons as of the
date  first  indicated  above.

                         PEN  INTERCONNECT  Inc.


                         By:  /s/  Jose  Candia
                                   ------------
                         Name:  Jose  Candia
                         Title:   Chief  Executive  Officer


                         STONESTREET  LIMITED  PARTNERSHIP


                         By:  /s/  Michael  Finkelstein
                         Name:  Michael  Finkelstein
                         Title:






<PAGE>
                                   Schedule I
                                   ----------

STONESTREET  LIMITED  PARTNERSHIP
260  Town  Center  Blvd.  Ste  201
Markham,  ON  L3R  8H8
Fax  No.:  416-956-8989