11903-00011/846388.1
     Registration  Rights  Agreement
                                                                   Exhibit 10.32

                                                             Dated July 16, 2001

                                                                      EXHIBIT  B
                                                                      ----------

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

     This  Registration  Rights Agreement (this "Agreement") is made and entered
                                                 ---------
into  as of March 8, 2001, among Pen Interconnect, Inc., a Utah corporation (the
"Company"),  and  the  investors  signatory  hereto  (each  such  investor  is a
 -------
"Purchaser"  and  all  such  investors  are,  collectively,  the  "Purchasers").
 ---------                                                         ----------

     This  Agreement  is  made  pursuant  to  the  Secured Convertible Debenture
Purchase  Agreement,  dated  as  of  the  date  hereof among the Company and the
Purchasers  (the  "Purchase  Agreement").
                   -------------------

     The  Company  and  the  Purchasers  hereby  agree  as  follows:

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

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

     "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.

     "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  or  the  Commonwealth  of  Pennsylvania  generally  are authorized or
required  by  law  or  other  government  actions  to  close.

     "Closing  Date" shall have the meaning set forth in the Purchase Agreement.
      -------------

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

     "Common  Stock" means the Company's common stock, $0.001 par value, or such
      -------------
securities  in  to  which  that  such  stock  shall  hereafter  be reclassified.

     "Debentures"  means  the Convertible Debentures issued to the Purchasers in
      ----------
accordance  with  the  Purchase  Agreement.


<PAGE>

11903-00011/846388.1

     Registration  Rights  Agreement
     "Effectiveness  Date"  means  with  respect  to  the  initial  Registration
      -------------------
Statement  required  to  be filed hereunder, the 120th day following the Closing
      -
Date  and,  with  respect to any additional Registration Statements which may be
required  pursuant  to Section 3(c), the ninetieth (90th) day following the date
that notice of the requirement to file such additional Registration Statement is
provided.

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

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

     "Filing  Date"  means  the  60th  day  following  the Closing Date and with
      ------------
respect to any additional Registration Statements which may be required pursuant
to  Section 3(c), the 30th day following the date that notice of the requirement
to  be  file  such  additional  Registration  Statement  is  provided.

"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 proceed-ing, 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  or  deemed  to  be  incorporated by reference in such Prospectus.

     "Registrable  Securities"  means  the  shares of Common Stock issuable upon
      -----------------------
conversion  in  full  of  the  Debentures  and exercise in full of the Warrants.


<PAGE>
     "Registration  Statement"  means  the  registration  statement  and  any
      -----------------------
additional  registration  statements contemplated by Section 3(c), 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 or deemed to be
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  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.

     "Rule  424"  means  Rule  424 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, and the rules
 --------------
and regulations  promulgated  thereunder.

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


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

     (a)     On or prior to each Filing Date, the Company shall prepare and file
with  the Commission a "Shelf" Registration Statement covering the resale of all
Registrable  Securities  for  an  offering  to  be  made  on  a continuous basis
pursuant  to Rule 415.  The Registration Statement shall be on Form SB-2 (except
if  the  Company  is  not  then  eligible to register for resale the Registrable
Securities  on  Form  SB-2,  in which case such registration shall be on another
appropriate form and shall contain (except if otherwise directed by the Holders)
the  "Plan  of Distribution" attached hereto as Annex A.   The Company shall 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 shall use its best efforts to
keep such Registration Statement continuously effective under the Securities Act
until  the  date  which  is  two  years  after  the  date that such Registration
Statement  is declared effective by the Commission or such earlier date when all
Registrable  Securities covered by such Registration Statement have been sold or
may  be  sold  without  volume  restrictions  pursuant  to  Rule  144(k)  (the
"Effectiveness  Period").  In addition, if the registration is not filed on time
           -----------
or  effective  within  one hundred twenty (120) days of the closing, the company
shall  pay  1%  for  the first month and 2% per month, of the debenture amounts,
thereafter  in  penalties  until  such  default  is  cured.

     (b)     The  initial  Registration  Statement  to  be filed hereunder shall
include  (but  not be limited to) a number of shares of Common Stock equal to no
less  than  the sum of (i) 200% of the number of shares of Common Stock issuable
upon  conversion  in  full  of  the principal amount of Debentures issued on the
Closing  Date,  assuming  no  interest  is  paid  thereon  in cash and that such
Debentures  remain outstanding for one year and that such conversion occurred at
a  price equal to the  lessor of (a) 70% of the average of the three closing bid
prices  prior to the closing date (the initial price) and (b) 70% of the average
of  the  lowest  three  inter-day  prices  (which  need not occur on consecutive
Trading  Days)  during  the  thirty  Trading  Days  immediately  preceding  the
Conversion  Date  and  (ii)  the  number of shares of Common Stock issuable upon
exercise  in  full  of  the  Warrants.


<PAGE>
     (c)     If  (a)  a  Registration  Statement is not filed on or prior to its
Filing  Date (if the Company files such Registration Statement without affording
the  Holder  the  opportunity  to  review and comment on the same as required by
Section  3(a)  hereof,  the  Company  shall not be deemed to have satisfied this
clause  (a)), or (b) the Company fails to file with the Commission a request for
acceleration  in  accordance with Rule 461 promulgated under the Securities Act,
within five 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) a Registration Statement
filed  hereunder  is not declared effective by the Commission on or prior to its
Effectiveness  Date,  or  (d)  after a  Registration Statement is filed with and
declared  effective  by the Commission, such Registration Statement ceases to be
effective  as to all Registrable Securities to which it is required to relate at
any  time  prior  to  the  expiration  of the Effectiveness Period without being
succeeded  within  ten  Business  Days  by  an  amendment  to  such Registration
Statement  or  by  a  subsequent  Registration Statement filed with and declared
effective  by the Commission, or (e) the Common Stock shall not be quoted on the
OTC  Bulletin  Board  or  shall be delisted or suspended from trading on the New
York  Stock Exchange, American Stock Exchange, the Nasdaq National Market or the
Nasdaq Smallcap Market (each, a "Subsequent Market") for more than three Trading
                                 -----------------
Days (which need not be consecutive Trading Days),  or (f) the conversion rights
of  the  Holders pursuant to the Debentures are suspended for any reason, or (g)
an  amendment  to  a Registration Statement is not filed by the Company with the
Commission  within  ten  Business Days of the Commission's notifying the Company
that  such  amendment is required in order for such Registration Statement to be
declared  effective (any such failure or breach being referred to as an "Event,"
                                                                         -----
and  for  purposes of clauses (a), (c), (f) 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  clauses  (d)  and  (g) the date which such ten
Business Day-period is exceeded, or for purposes of clause (e) the date on which
such  three  Trading Day-period is exceeded, being referred to as "Event Date"),
                                                                   ----------
then,  on  each  such Event Date and every monthly anniversary thereof until the
applicable  Event  is  cured,  the Company shall pay to each Holder an amount in
cash,  as liquidated damages and not as a penalty, equal to 2.0% of the purchase
price paid by such Holder pursuant to the Purchase Agreement, or at the Holder's
option,  in  shares  of  Common  Stock.  If  the  Holder  elects to receive such
liquidated damages in shares of Common Stock, then the number of shares issuable
to  such  Holder  shall  be  determined based upon a price which is equal to the
average  of  the three lowest inter-day trading prices (as reported by Bloomberg
Information  Services)  during  the  ten  Trading Days immediately preceding the
Event  Date or the monthly anniversary thereof.  If the Company fails to pay any
liquidated  damages pursuant to this Section in full within seven days after the
date  payable,  the Company will pay interest thereon at a rate of 15% per annum
(or  such  lesser maximum amount that is permitted to be paid by applicable law)
to  the  Holder,  accruing  daily  from the date such liquidated damages are due
until  such  amounts,  plus  all  such  interest thereon, are paid in full.  The
liquidated  damages pursuant to the terms hereof shall apply on a pro-rata basis
for  any  portion  of  a  month  prior  to  the  cure  of  an  Event.

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

     In  connection  with the Company's registration obliga-tions hereunder, the
Company  shall:


<PAGE>
          (a)     Not less than five Business Days  prior  to the filing of each
Registration  Statement or any related Prospectus or any amendment or supplement
thereto  (including  any  document  that  would  be incorporated or deemed to be
incorporated  therein  by  reference),  the  Company  shall,  (i) furnish to the
Holders  and  their  Special Counsel copies of all such documents proposed to be
filed,  which  documents  (other  than  those  incorporated  or  deemed  to  be
incorporated  by  reference)  will  be subject to the review of such Holders and
their  Special  Counsel-, and (ii) cause its officers and directors, counsel and
independent  certified pub-lic accountants to respond to such inquiries as shall
be  necessary,  in  the  reasonable  opinion  of respective counsel 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  and  their  Special  Counsel  shall  reasonably object,
provided,  the  Company  is  notified of such objection no later than 3 Business
Days  after  the  Holders  have  been  so  furnished  copies  of such documents.

          (b)     (i)  Prepare and  file with the  Commission  such  amendments,
including  post-effective  amendments,  to  the  Registration State-ment and the
Prospectus  used  in  connection  therewith  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 Pro-spectus supplement,
and  as  so  supplemented  or  amended  to  be filed pursuant to Rule 424; (iii)
respond as promptly as reasonably possible, and in any event within ten Business
Days,  to  any  comments  received  from  the  Commission  with  respect  to the
Registration  Statement  or  any amendment thereto and as promptly as reasonably
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  Securi-ties 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 disposi-tion by the Holders thereof set forth in
the  Registration  Statement  as  so  amended  or  in  such  Prospectus  as  so
supplemented.

          (c)     File additional  Registration  Statements  if  the  number  of
Registrable Securities at any time exceeds 85% of the number of shares of Common
Stock  then  registered  in all their existing Registration Statements hereunder
which  additional  Registration Statement shall cover 120% or more of the number
of  unregistered  Registrable  Securities.


<PAGE>
          (d)  Notify the Holders of Registrable Securities to be sold and their
Special  Counsel  as promptly as reasonably possible (and, in the case of (i)(A)
below,  not less than five Business Days prior to such filing) and (if requested
by  any  such  Person) confirm such notice in writing no later than one Business
Day  following  the day (i)(A) when a Prospectus or any Prospectus supplement or
post-effective amendment to the Regis-tration 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 (the Company shall provide true and complete copies
thereof  and all written responses thereto to each of the Holders); 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  Pro-spectus 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 pur-pose; (iv) if at any time any of
the  representations  and  war-ranties 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
suspen-sion  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 or passage of time that makes the financial statements included in the
Registration Statement ineligible for inclusion therein or 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, Pro-spectus 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 mate-rial fact
or omit to state any 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.

          (e) Promptly deliver to each Holder and their Special Counsel, without
charge,  as  many copies of the Prospectus or Prospec-tuses (including each form
of  prospectus)  and  each  amendment  or supplement thereto as such Persons may
reasonably  request.  The  Company hereby consents to the use of such Prospectus
and  each  amendment  or  supplement  thereto  by each of the selling Holders in
con-nection with the offering and sale of the Registrable Securi-ties covered by
such  Prospectus  and  any  amendment  or  supplement  thereto.

          (f)    Prior to any public offering of Registrable Securities, use its
best  efforts  to  register or qualify or cooperate with the selling Holders and
their  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 reg-istration 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, that the
                                                              --------
Company  shall  not  be  required  to  qualify  generally  to do business in any
jurisdiction  where  it  is  not then so qualified or subject the Company to any
material  tax  in  any  such  jurisdiction  where  it  is  not  then so subject.

          (g)   Cooperate with the Holders to facilitate the timely preparation
and delivery of certificates representing Registrable Securities to be delivered
to a  transferee pursuant to a Registration Statement, which certificates shall
be free, to the extent  permitted  by the Purchase Agreement, of all restrictive
leg-ends,  and to enable such Registrable Securities to be in such denominations
and  registered  in  such  names  as  any  such  Holders  may  request.

          (h) Upon the occurrence of any event contemplated by Section 3(d)(vi),
as  promptly  as  reasonably  possible,  prepare  a  supple-ment  or  amendment,
including  a  post-effective  amendment,  to  the  Registration  Statement  or a
supplement  to the related Prospec-tus 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  mate-rial  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.


<PAGE>
           (i)   Comply with all applicable rules and regulations of the
Commission.

     4.     Registration  Expenses.   All  fees  and  expenses  incident  to the
            ----------------------
perfor-mance  of or compliance with this Agreement by the Company shall be borne
by  the  Company whether or not any Reg-istrable Securities are sold pursuant to
the  Registration Statement.  The fees and expenses referred to in the foregoing
sentence  shall  include,  without  limitation, (i) all registra-tion and filing
fees  (including,  without  limitation,  fees  and  expenses (A) with respect to
filings required to be made with any Subsequent Market on which the Common Stock
is  then  listed  for  trading,  and  (B)  in  compliance  with applicable state
securities  or  Blue  Sky  laws  (including,  without  limitation,  fees  and
disbursements  of  counsel  for  the  Company  in  connection  with  Blue  Sky
qualifica-tions or exemptions of the Registrable Securities and determination of
the  eligibility of the Regis-trable Securities for investment under the laws of
such  jurisdictions  as  requested  by  the  Holders)),  (ii)  printing expenses
(including,  without  limita-tion,  expenses  of  printing  certificates  for
Registrable  Securi-ties and of printing prospectuses requested by the Holders),
(iii)  messenger,  tele-phone and delivery expenses, (iv) fees and disbursements
of counsel for the Company  and Special Counsel for the Holders and (v) fees and
expenses  of  all  other  Persons retained by the Company in connection with the
consummation  of  the  transactions  contemplated  by  this  Agreement.
     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),
investm-ent  advisors  and  employees of each of them, each Person who con-trols
any  such  Holder  (within  the  meaning  of Section 15 of the Securities Act or
Section  20  of  the  Exchange  Act)  and  the  offi-cers, 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,  with-out  limitation, costs of preparation and
attor-neys'  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
prospec-tus,  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  light of the circumstances under which they were made)
not  mis-leading,  except  to  the extent, but only to the extent, that (1) such
untrue  statements or omissions are based solely upon information regarding such
Holder  furnished  in  writ-ing  to the Company by such Holder expressly for use
therein,  or  to the extent that such information relates to such Holder or such
Holder's  pro-posed  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 Prospec-tus or such form of Prospectus or in
any  amendment  or  supplement thereto or (2) in the case of an occurrence of an
event  of the type specified in Section 3(d)(ii)-(vi), the use by such Holder of
an  outdated  or defective Prospectus after the Company has notified such Holder
in writing that the Prospectus is outdated or defective and prior to the receipt
by  such  Holder  of the Advice contemplated in Section 6(e).  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.


<PAGE>
     (b)     Indemnification  by  Holders.  Each Holder shall, severally and not
             ----------------------------
jointly,  indemnify  and  hold  harmless  the Com-pany, its 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
determined  by a court of competent jurisdiction in a final judgment not subject
to  appeal  or  review)  arising  solely  out of or based solely upon any untrue
statement  of  a  material  fact  contained  in  any Registration Statement, any
Prospectus,  or  any  form  of  prospectus,  or  in  any amendment or supplement
thereto,  or  arising  solely  out  of  or  based  solely upon any omission of a
mate-rial fact required to be stated therein or necessary to make the statements
therein  not  misleading to the extent, but only to the extent, that such untrue
statement or omission is contained in any information so furnished in writing by
such  Holder  to  the  Company  specifically  for inclusion in such Registration
Statement or such Prospectus or to the extent that (1) such untrue statements or
omissions  are  based solely upon information regarding such Holder furnished in
writ-ing  to  the  Company  by  such Holder expressly for use therein, or to the
extent  that  such information relates to such Holder or such Holder's pro-posed
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  Prospec-tus  or such form of Prospectus or in any amendment or
supplement  thereto  or (2) in the case of an occurrence of an event of the type
specified  in  Section  3(d)(ii)-(vi),  the use by such Holder of an outdated or
defective  Prospectus after the Company has notified such Holder in writing that
the  Prospectus is outdated or defective and prior to the receipt by such Holder
of the Advice contemplated in Section 6(e).  In no event shall the lia-bility of
any selling Holder hereun-der be greater in amount than the dollar amount of the
net proceeds received by such Holder upon the sale of the Registrable Securities
giving  rise  to  such  indemnification  obligation.

     (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 shall promptly 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  determi-nation  is not subject to appeal or
further  review)  that  such  failure  shall  have  proximately  and  materially
adversely  prejudiced  the  Indemnifying  Party.


<PAGE>
     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 Indem-nified 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
Indem-nifying  Party  (in  which  case,  if such Indemnified Party noti-fies 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 (in-cluding 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
Business  Days of written notice thereof to the Indem-nifying Party (regard-less
of  whether  it  is  ultimately  deter-mined  that  an  Indemnified Party is not
entitled  to  indemnifica-tion  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 (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
Indem-nified  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 ques-tion,
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  sup-plied 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  limita-tions  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 allo-cation that does not take into account
the  equitable  considera-tions  referred  to  in  the  immediately  preceding
para-graph.  Not-withstanding  the  provisions  of  this Section 5(d), no Holder
shall  be  required to contribute, in the aggregate, any amount in excess of the
amount  by  which the proceeds actually received by such Holder from the sale of
the  Registrable Securities subject to the Pro-ceeding exceeds the amount of any
damages  that  such  Holder has otherwise been required to pay by reason of such
untrue  or  alleged  untrue  statement  or  omission  or  alleged  omission.

     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.


<PAGE>
     6.     Miscellaneous
            -------------

     (a)     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  the  Holders  of  at  least  two-thirds of the then outstanding Registrable
Securities.  Notwithstanding  the fore-going, 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  sen-tence  may  not  be amended, modified, or supplemented
except  in accordance with the provisions of the immediately preceding sentence.

     (b)     No  Inconsistent  Agreements.  Neither  the  Company nor any of its
             ----------------------------
subsidiaries has entered, as of the date hereof, 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 would have the effect of impairing
the  rights granted to the Holders in this Agreement or otherwise conflicts with
the  provisions  hereof.  Except as and to the extent specified in Schedule 6(b)
                                                                   -------------
hereto,  neither  the Company nor any of its subsidiaries has previously entered
into  any  agreement granting any registration rights with respect to any of its
securities  to  any  Person.

     (c)     No  Piggyback  on  Registrations.  Except  as  and  to  the  extent
             --------------------------------
specified  in  Schedule 6(b) hereto, neither the Company nor any of its security
               -------------
holders  (other  than  the Holders in such capacity pursuant hereto) may include
securities  of  the  Company  in  the  Registration  Statement  other  than  the
Registrable  Securities,  and  the Company shall not after the date hereof enter
into  any  agreement  providing  any  such right to any of its security holders.

     (d)     Compliance.  Each  Holder  covenants and agrees that it will comply
             ----------
with the prospectus delivery requirements of the Securities Act as applicable to
it  in  connection  with  sales  of  Registrable  Securities  pursuant  to  the
Registration  Statement.

     (e)     Discontinued Disposition.  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 Sections 3(d)(ii),
3(d)(iii),  3(d)(iv),  3(d)(v)  or  3(d)(vi),  such  Holder  will  forthwith
discon-tinue  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(h),
or  until it is advised in writing (the "Advice") by the Company that the use of
                                         ------
the  applicable  Pro-spectus  may  be resumed, and, in either case, has received
cop-ies  of  any  additional  or  supplemental filings that are incorpo-rated or
deemed  to  be  incorporated  by  reference  in such Pro-spectus or Registration
Statement.  The  Company  may  provide  appropriate  stop  orders to enforce the
provisions  of  this  paragraph.


<PAGE>
     (f)     Piggy-Back  Registrations.  If at any time during the Effectiveness
             -------------------------
Period  there  is  not  an  effective Registration Statement covering all of the
Registrable  Securities and 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, then the Company shall send to each Holder written notice of such
determination and, if within fifteen days after receipt of such notice, any such
Holder  shall  so  request  in  writing,  the  Company  shall  include  in  such
registration  statement  all  or  any  part  of such Registrable Securities such
holder  requests  to  be  registered.

     (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 earliest of (i) the date of transmission, if
such  notice  or  communication  is  delivered  via  facsimile  at the facsimile
telephone  number  specified  in  this Section prior to 6:30 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 in this Agreement later than 6:30 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) upon actual receipt by the party
to  whom  such notice is required to be given.  The address for such notices and
communications  shall  be  as  follows:

             If  to  the  Company:     Pen  Interconnect,  Inc.
                                       2961  W.  MacArthur  Blvd.,  Suite  121
                                       Santa  Ana,  CA  92704
                                       Facsimile  No.:  714/  436-9728
                                       Attn:  Steve  Fryer

             With  copies  to:         [                            ]
                                       [                            ]
                                       [                            ]
                                       Facsimile  No [                        ]
                                       Attn:  [                            ]

        If  to  a Purchaser:           To the address set forth under such
                                       Purchaser's name on the  signature
                                       pages  hereto.

        If  to  any  other  Person  who  is  then  the  registered  Holder:

                                       To  the  address of such Holder as it
                                       appears in the stock transfer books
                                       of the Company

or  such  other  address  as may be designated in writing hereafter, in the same
manner,  by  such  Person.

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


<PAGE>
     (i)     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.

     (j)     Governing  Law.  All  questions  concerning  the  construction,
             --------------
validity,  enforcement and interpretation of this Agreement shall be governed by
and  construed and enforced in accordance with the internal laws of the State of
New  York,  without  regard  to the principles of conflicts of law thereof. Each
party  hereby irrevocably submits to the exclusive jurisdiction of the state and
federal  courts  sitting  in the City of New York, borough of Manhattan, for the
adjudication  of  any  dispute  hereunder  or in connection herewith or with any
transaction  contemplated  hereby  or  discussed  herein, and hereby irrevocably
waives,  and  agrees  not to assert in any suit, action or proceeding, any claim
that  it  is  not personally subject to the jurisdiction of any such court, that
such  suit,  action  or  proceeding  is improper.  Each party hereby irrevocably
waives  personal  service of process and consents to process being served in any
such  suit,  action or proceeding by mailing a copy thereof to such party at the
address  in  effect  for notices to it under this Agreement and agrees that such
service  shall  constitute  good  and  sufficient  service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way any right
to  serve  process  in  any  manner  permitted  by  law.

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

     (l)     Severability.  If  any  term, provision, covenant or restriction of
             ------------
this  Agree-ment  is  held  by  a court of competent jurisdiction to be invalid,
illegal,  void  or  unenforceable,  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 restric-tion.  It is hereby stipulated and
declared  to  be  the intention of the parties that they would have executed the
remaining  terms,  provisions, cove-nants and restrictions without including any
of  such that may be hereafter declared invalid, illegal, void or unenforceable.

     (m)     Headings.  The  headings  in  this Agreement are for convenience of
             --------
reference  only  and  shall  not  limit or other-wise affect the meaning hereof.


<PAGE>
     (n)     Independent  Nature  of  Purchasers'  Obligations  and Rights.  The
             -------------------------------------------------------------
obligations  of  each  Purchaser  hereunder  is  several  and not joint with the
obligations  of  any  other  Purchaser  hereunder,  and  no  Purchaser  shall be
responsible  in  any  way  for  the  performance of the obligations of any other
Purchaser  hereunder.  Nothing  contained  herein  or  in any other agreement or
document delivered at any closing, and no action taken by any Purchaser pursuant
hereto  or  thereto,  shall  be  deemed  to  constitute  the  Purchasers  as  a
partnership,  an  association,  a  joint venture or any other kind of entity, or
create  a  presumption that the Purchasers are in any way acting in concert with
respect  to such obligations or the transactions contemplated by this Agreement.
Each  Purchaser  shall  be entitled to protect and enforce its rights, including
without limitation the rights arising out of this Agreement, and it shall not be
necessary  for  any  other  Purchaser to be joined as an additional party in any
proceeding  for  such  purpose.


                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                        SIGNATURE  PAGES  TO  FOLLOW]

<PAGE>

     IN  WITNESS  WHEREOF,  the  parties  have executed this Registration Rights
Agreement  as  of  the  date  first  written  above.

                          PEN  INTERCONNECT.  INC.



                       By:   /s/  Steve  Fryer
                                 ------------
                       Name:  Steve  Fryer
                       Title:  CEO






                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                    SIGNATURE  PAGES  OF  PURCHASER  TO  FOLLOW]

<PAGE>

                         REGISTRATION  RIGHTS  AGREEMENT
                         INVESTORS


                         ____________________
                         By:


                         By:____________________________________
                         Name:
                         Title:


                         Address  for  Notice:

                         _____________________
                         _____________________
                         _____________________
                         Attn:  ________________
                          Facsimile  No.:


                         With  copies  to:
                         _____________________
                         _____________________
                         _____________________
                         Facsimile  No.:
                         Attn:

<PAGE>

                         ______________________
                         By:


                         By:___________________________________
                              Name:
                              Title:


                         Address  for  Notice:

                         ____________________
                         ____________________
                         ____________________
                         Attn:  ________________
                         Facsimile  No.:  (516)  739-7115


                         With  copies  to:
                         ______________________
                         ______________________
                         ______________________
                         Facsimile  No.:
                         Attn:

<PAGE>

                         ______________________
                         By:


                         By:_____________________________________
                         Name:
                         Title:


                         Address  for  Notice:

                         ____________________
                         ____________________
                         ____________________
                         Attn:  ________________
                         Facsimile  No.:  (516)  739-7115


                         With  copies  to:
                         ______________________
                         ______________________
                         ______________________
                         Facsimile  No.:
                         Attn:

<PAGE>
                                                                       Annex  A


                              PLAN OF DISTRIBUTION
                              --------------------

      The  Selling  Stockholders  and  any  of  their  pledgees,  assignees  and
successors-in-interest  may,  from time to time, sell any or all of their shares
of  Common  Stock on any stock exchange, market or trading facility on which the
shares  are  traded  or in private transactions.  These sales may be at fixed or
negotiated  prices.  The  Selling  Stockholders  may  use any one or more of the
following  methods  when  selling  shares:

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

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

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

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

-     privately  negotiated  transactions;

-     short  sales;

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

-     a  combination  of  any  such  methods  of  sale;  and

-     any  other  method  permitted  pursuant  to  applicable  law.

     The  Selling  Stockholders  may  also  sell shares under Rule 144 under the
Securities  Act,  if  available,  rather  than  under  this  prospectus.

     The  Selling  Stockholders  may also engage in short sales against the box,
puts  and  calls  and  other  transactions  in  securities  of  the  Company  or
derivatives  of  Company securities and may sell or deliver shares in connection
with  these  trades.  The  Selling Stockholders may pledge their shares to their
brokers  under  the  margin  provisions  of  customer  agreements.  If a Selling
Stockholder  defaults on a margin loan, the broker may, from time to time, offer
and  sell the pledged shares.  The Selling Stockholders have advised the Company
that  they  have not entered into any agreements, understandings or arrangements
with any underwriters or broker-dealers regarding the sale of their shares other
than  ordinary  course  brokerage  arrangements,  nor is there an underwriter or
coordinating broker acting in connection with the proposed sale of shares by the
Selling  Stockholders.


<PAGE>
     Broker-dealers  engaged  by  the Selling Stockholders may arrange for other
brokers-dealers to participate in sales.  Broker-dealers may receive commissions
or  discounts  from  the  Selling Stockholders (or, if any broker-dealer acts as
agent  for  the  purchaser  of  shares,  from  the  purchaser)  in amounts to be
negotiated.  The  Selling  Stockholders  do  not  expect  these  commissions and
discounts  to  exceed  what  is customary in the types of transactions involved.

     The Selling Stockholders and any broker-dealers or agents that are involved
in  selling  the shares may be deemed to be "underwriters" within the meaning of
the  Securities  Act  in  connection  with  such  sales.  In  such  event,  any
commissions  received  by  such  broker-dealers  or agents and any profit on the
resale  of  the  shares  purchased  by  them  may  be  deemed to be underwriting
commissions  or  discounts  under  the  Securities  Act.

     The  Company  is  required  to  pay  all  fees and expenses incident to the
registration  of  the shares, including fees and disbursements of counsel to the
Selling  Stockholders.  The  Company  has  agreed  to  indemnify  the  Selling
Stockholders  against certain losses, claims, damages and liabilities, including
liabilities  under  the  Securities  Act.