Exhibit
10.4

    REGISTRATION RIGHTS
AGREEMENT

    


    THIS
REGISTRATION RIGHTS AGREEMENT (the "Agreement")
is made and entered into as of the 12th day of
February, 2010 by and among
China For-Gen Corporation, a corporation organized and existing under the
laws of the State of Delaware (“China
For-Gen Corp.” or the “Company”),
and Investors listed in Schedule A of the Note Purchase Agreement, (
“Investor”). Unless defined otherwise, capitalized terms herein shall have the
identical meaning as in the Note Purchase Agreement (“Purchase
Agreement”).

     

    PRELIMINARY
STATEMENT

    


    WHEREAS, pursuant to the
Purchase Agreement, of even date herewith, by and among the Company and the
Investor, as part of the consideration, Investor shall receive Convertible Notes
and Warrants, which upon conversion and exercise, in accordance with the terms
of the Purchase Agreement and Warrant Agreement, entitle the Investor to receive
Shares of the Company; and

    


    WHEREAS, the ability of the
Investors to sell their Shares of Common Stock is subject to certain
restrictions under the 1933 Act; and

    


    WHEREAS, as a condition to the
Purchase Agreement, the Company has agreed to provide the Investor with a
mechanism that will permit such Investor, to sell its Shares of Common Stock in
the future.

    


    NOW, THEREFORE, in
consideration of the premises and of the mutual covenants and agreements, and
subject to the terms and conditions herein contained, the parties hereto hereby
agree as follows:

     

    ARTICLE
I

     

    INCORPORATION BY REFERENCE,
SUPERSEDER

     

    1.1           Incorporation
by Reference.  The foregoing recitals and the Exhibits attached
hereto and referred to herein, are hereby acknowledged to be true and accurate,
and are incorporated herein by this reference.

     

    1.2           Superseder.  This
Agreement, to the extent that it is inconsistent with any other instrument or
understanding among the parties governing the affairs of the Company, shall
supersede such instrument or understanding to the fullest extent permitted by
law.  A copy of this Agreement shall be filed at the Company’s
principal office.

     

    REGISTRATION
RIGHTS AGREEMENT BETWEEN CHINA FOR-GEN CORPORATION AND

    INVESTORS
LISTED IN SCHEDULE A

    
      
         


      

      
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    ARTICLE
II

     

    DEMAND REGISTRATION
RIGHTS

    


    2.1           Registrable
Securities. The term “Registrable Securities” means and includes the
Shares of the Company underlying the Convertible Notes and Warrants issued
pursuant to the Purchase Agreement and Warrant Agreement. As to any particular
Registrable Securities, such securities will cease to be Registrable Securities
when (a) they have been effectively registered under the 1933 Act and disposed
of in accordance with the registration statement covering them, (b) they are or
may be freely traded without registration pursuant to Rule 144 under the 1933
Act (or any similar provisions that are then in effect), or (c) they have been
otherwise transferred and new certificates for them not bearing a restrictive
legend have been issued by the Company and the Company shall not have "stop
transfer" instructions against them. "Shares"
shall mean, collectively, the shares of Common Stock of the Company issuable
upon conversion of the Convertible Notes and those shares of Common Stock of the
Company issuable to the Investor upon exercise of the Warrants.

     

    2.2           Registration
of Registrable Securities. The Company shall prepare and file within
forty five (45) days following the reverse merger with a public entity whereby
the Company is the surviving entity (the "Filing
Date") a registration statement (the "Registration
Statement") covering the resale of such number of shares of the
Registrable Securities as the Investor shall elect by written notice to the
Company, and absent such election, covering the resale of all of the shares of
the Registrable Securities. The Company shall use its best efforts to cause the
Registration Statement to be declared effective by the SEC on the earlier of (i)
180 days following the reverse merger with a public entity whereby the Company
is the surviving entity with respect to the Registration Statement, (ii) ten
(10) days following the receipt of a "No Review" or similar letter from the SEC
or (iii) the first business day following the day the SEC determines the
Registration Statement eligible to be declared effective (the "Required
Effectiveness Date"). Nothing contained herein shall be deemed to limit
the number of Registrable Securities to be registered by the Company hereunder.
As a result, should the Registration Statement not relate to the maximum number
of Registrable Securities acquired by (or potentially acquirable by) the holders
of the Shares of the Company issued to the Investor pursuant to the Purchase
Agreement, the Company shall be required to promptly file a separate
registration statement (utilizing Rule 462 promulgated under the 1933 Act, where
applicable) relating to such Registrable Securities which then remain
unregistered. The provisions of this Agreement shall relate to any such separate
registration statement as if it were an amendment to the Registration
Statement.

     

    2.3           Demand
Registration. Subject to the limitations of Section 2.2, at any time and
from time to time, the Investor may request the registration under the 1933 Act
of all or part of the Registrable Shares then outstanding (a "Demand
Registration"). Subject to the conditions of Section 3, the Company shall
use its best efforts to file such registration statement under the 1933 Act as
promptly as practicable after the date any such request is received by the
Company  and to cause such registration statement to be declared
effective. The Company shall notify the Investor promptly when any such
registration statement has been declared effective.  If more than
eighty percent (80%) of the Shares issuable under the Purchase Agreement have
been registered or sold, this provision shall expire.

     

    REGISTRATION
RIGHTS AGREEMENT BETWEEN CHINA FOR-GEN CORPORATION AND

    INVESTORS
LISTED IN SCHEDULE A

    
      
         


      

      
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    2.4           Registration
Statement Form. Registrations under Section 2.2 and Section 2.3 shall be
on the appropriate registration form of the SEC as shall permit the disposition
of such Registrable Securities in accordance with the intended method or methods
of disposition specified in the Registration Statement; provided, however, such
intended method of disposition shall not include an underwritten offering of the
Registrable Securities.

     

    2.5           Expenses.
The Company will pay expenses associated registering the shares underlying the
warrants and Convertible Note in connection with any registration required by
under Sections 2.2 and Section 2.3 herein.

     

    2.6           Effective
Registration Statement. A registration requested pursuant to Sections 2.2
and Section 2.3 shall not be deemed to have been effected (i) unless a
registration statement with respect thereto has become effective within the time
period specified herein, provided that a registration which does not become
effective after the Company filed a registration statement with respect thereto
solely by reason of the refusal to proceed of any holder of Registrable
Securities (other than a refusal to proceed based upon the advice of counsel in
the form of a letter signed by such counsel and provided to the Company relating
to a disclosure matter unrelated to such holder) shall be deemed to have been
effected by the Company unless the holders of the Registrable Securities shall
have elected to pay all Registration Expenses in connection with such
registration, (ii) if, after it has become effective, such registration becomes
subject to any stop order, injunction or other order or extraordinary
requirement of the SEC or other governmental agency or court for any reason or
(iii) if, after it has become effective, such registration ceases to be
effective for more than the allowable Black-Out Periods (as defined
herein).

     

    2.7           Plan Of
Distribution. The
Company hereby agrees that the Registration Statement shall include a plan of
distribution section reasonably acceptable to the Investor; provided, however,
such plan of distribution section shall be modified by the Company so as to not
provide for the disposition of the Registrable Securities on the basis of an
underwritten offering.

     

    2.8           Liquidated
Damages.  If, after six (6) months from the Reverse Merger, in
the event the Company does not register Registrable Securities pursuant to the
requirements of Section 2.2 herein (other than shares which are excluded due to
Rule 415 or other then-current SEC Rules or interpretations), or if the
Registration Statement filed pursuant to Section 2.2 herein is not declared
effective, or if the Registrable Securities are registered pursuant to an
effective Registration Statement and such Registration Statement or other
Registration Statement(s) demanded by Investor including the Registrable
Securities is not effective in the period from four months from the date hereof
through two years following the date hereof,  the Company shall, for
each such day issue to the Investor, as liquidated damages and not as a penalty,
10.0% of the shares of Common Stock that an equivalent face value amount of
Convertible Notes would be converted into for any such day, such issuance shall
be made no later than the tenth business day of the calendar month next
succeeding the month in which such day occurs. In addition, if the Company has
not filed a registration statement within the forty-five day period after the
Reverse Merger as specified in Section 2.2, the Company shall, for each such day
after thirty days from closing and until the filing of a registration statement,
issue to the Purchaser, as liquidated damages and not as a penalty, 10.0% of the
shares of Common Stock that an equivalent face value amount of Convertible Notes
would be converted into for any such day, such payment shall be made no later
than the tenth business day of the calendar month next succeeding the month in
which such day occurs.  However, in no event shall the Company be
required to pay any liquidated damages under this Section 2.8 in an amount
exceeding 75.0% of the number of shares to be issued of the shares underlying
the Convertible Note in the aggregate (as adjusted pursuant to the terms of the
Certificate of Designation).

     

    REGISTRATION
RIGHTS AGREEMENT BETWEEN CHINA FOR-GEN CORPORATION AND

    INVESTORS
LISTED IN SCHEDULE A

    
      
         


      

      
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    The
parties agree that the only damages payable for a violation of the terms of this
Agreement with respect to which liquidated damages are expressly provided shall
be such liquidated damages.  Nothing shall preclude the Investor from
pursuing or obtaining specific performance or other equitable relief with
respect to this Agreement.

     

    The
parties hereto agree that the liquidated damages provided for in this Section
2.8 constitute a reasonable estimate of the damages that may be incurred by the
Investor by reason of the failure of the Registration Statement(s) to be filed
or declared effective in accordance with the provisions hereof.

     

    The
obligation of the Company terminates when the holder of shares of Registrable
Securities no longer holds more than five percent (5%) of its shares of
Registrable Securities.

     

    ARTICLE
III

     

    INCIDENTAL REGISTRATION
RIGHTS


     

    3.1           Right To
Include (“Piggy-Back”) Registrable Securities. Provided that the
Registrable Securities have not been registered, if at any time after the date
hereof, but before the second anniversary of the date hereof, the Company
proposes to register any of its securities under the 1933 Act (other than by a
registration in connection with an acquisition in a manner which would not
permit registration of Registrable Securities for sale to the public, on Form
S-8, or any successor form thereto, on Form S-4, or any successor form thereto
and other than pursuant to Section 2), on an underwritten basis (either
best-efforts or firm-commitment), then, the Company will each such time give
prompt written notice to all holders of Registrable Securities of its intention
to do so and of such holders of Registrable Securities' rights under this
Section 3.1. Upon the written request of any such holders of Registrable
Securities made within ten (10) days after the receipt of any such notice (which
request shall specify the Registrable Securities intended to be disposed of by
such holders of Registrable Securities and the intended method of disposition
thereof), the Company will, subject to the terms of this Agreement, use its
commercially reasonable best efforts to effect the registration under the 1933
Act of the Registrable Securities, to the extent requisite to permit the
disposition (in accordance with the intended methods thereof as aforesaid) of
such Registrable Securities so to be registered, by inclusion of such
Registrable Securities in the registration statement which covers the securities
which the Company proposes to register, provided that if, at any time after
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 either not to register
or to delay registration of such securities, the Company may, at its election,
give written notice of such determination to each holders of Registrable
Securities and, thereupon, (i) in the case of a  determination not to
register, shall be relieved of this obligation to register any Registrable
Securities in connection with such registration (but not from its obligation to
pay the Registration Expenses in connection therewith), without prejudice,
however, to the rights of any holder or holders of Registrable Securities
entitled to do so to request that such registration be effected as a
registration under Section 2, and (ii) in the case of a determination to delay
registering, shall be permitted to delay registering any Registrable Securities,
for the same period as the delay in registering such other securities. No
registration effected under this Section 3.1 shall relieve the Company of its
obligation to effect any registration upon request under Section 2. The Company
will pay all Registration Expenses in connection with each registration of
Registrable Securities requested pursuant to this Section 3.1. The right
provided the Holders of the Registrable Securities pursuant to this Section
shall be exercisable at their sole discretion and will in no way limit any of
the Company's obligations to pay the Securities according to their
terms.

     

    REGISTRATION
RIGHTS AGREEMENT BETWEEN CHINA FOR-GEN CORPORATION AND

    INVESTORS
LISTED IN SCHEDULE A

    
      
         


      

      
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    3.2           Priority
In Incidental Registrations. If the managing underwriter of the
underwritten offering contemplated by this Section 3 shall inform the Company
and holders of the Registrable Securities requesting such registration by letter
of its belief that the number of securities requested to be included in such
registration exceeds the number which can be sold in such offering, then the
Company will include in such registration, to the extent of the number which the
Company is so advised can be sold in such offering, (i) first securities
proposed by the Company to be sold for its own account, and (ii) second
Registrable Securities and (iii) securities of other selling security holders
requested to be included in such registration.

     

    ARTICLE
IV

     

    REGISTRATION
PROCEDURES

     

    4.1           Registration
Procedures. If and whenever the Company is required to effect the
registration of any Registrable Securities under the 1933 Act as provided in
Section 2.2 and, as applicable, 2.3, the Company shall, as expeditiously as
possible:

     

    (i)           prepare
and file with the SEC the Registration Statement, or amendments thereto, to
effect such registration (including such audited financial statements as may be
required by the 1933 Act or the rules and regulations promulgated thereunder)
and thereafter use its commercially reasonable best efforts to cause such
registration statement to be declared effective by the SEC, as soon as
practicable, but in any event no later than the Required Effectiveness Date
(with respect to a registration pursuant to Section 2.2); provided, however,
that before filing such registration statement or any amendments thereto, the
Company will furnish to the counsel selected by the holders of Registrable
Securities which are to be included in such registration, copies of all such
documents proposed to be filed;

     

    REGISTRATION
RIGHTS AGREEMENT BETWEEN CHINA FOR-GEN CORPORATION AND

    INVESTORS
LISTED IN SCHEDULE A

    
      
         


      

      
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    (ii)           with
respect to any registration statement pursuant to Section 2.2 or Section 2.3,
prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may be
necessary to keep such registration statement effective and to comply with the
provisions of the 1933 Act with respect to the disposition of all Registrable
Securities covered by such registration statement until the earlier to occur of
thirty six (36) months after the date of this Agreement (subject to the right of
the Company to suspend the effectiveness thereof for not more than 10
consecutive Trading Days or an aggregate of 10 Trading Days during each year
(each a "Black-Out
Period")) or such time as all of the securities which are the subject of
such registration statement cease to be Registrable Securities (such period, in
each case, the "Registration
Maintenance Period").  The Company must notify the Investor
within twenty four (24) hours prior to any Black-Out Period;

     

    (iii)           furnish
to each holder of Registrable Securities covered by such registration statement
such number of conformed copies of such registration statement and of each such
amendment and supplement thereto (in each case including all exhibits), such
number of copies of the prospectus contained in such registration statement
(including each preliminary prospectus and any summary prospectus) and any other
prospectus filed under Rule 424 under the 1933 Act, in conformity with the
requirements of the 1933 Act, and such other documents, as such holder of
Registrable Securities and underwriter, if any, may reasonably request in order
to facilitate the public sale or other disposition of the Registrable Securities
owned by such holder of Registrable Securities;

     

    (iv)           use
its commercially reasonable best efforts to register or qualify all Registrable
Securities and other securities covered by such registration statement under
such other U.S. federal or state securities laws or U.S. state blue sky laws as
any U.S. holder of Registrable Securities thereof shall reasonably request, to
keep such registrations or qualifications in effect for so long as such
registration statement remains in effect, and take any other action which may be
reasonably necessary to enable such holder of Registrable Securities to
consummate the disposition in such jurisdictions of the securities owned by such
holder of Registrable Securities, except that the Company shall not for any such
purpose be required to qualify generally to do business as a foreign corporation
in any jurisdiction wherein it would not but for the requirements of this
subdivision (iv) be obligated to be so qualified or to consent to general
service of process in any such jurisdiction;

     

    (v)           use
its commercially reasonable best efforts to cause all Registrable Securities
covered by such registration statement to be registered with or approved by such
other governmental agencies or authorities as may be necessary to enable the
U.S. holder of Registrable Securities thereof to consummate the disposition of
such Registrable Securities;

     

    (vi)           furnish
to each holder of Registrable Securities a signed counterpart, addressed to such
holder of Registrable Securities, and the underwriters, if any, of an opinion of
counsel for the Company, dated the effective date of such registration statement
(or, if such registration includes an underwritten public offering, an opinion
dated the date of the closing under the underwriting agreement), reasonably
satisfactory in form and substance to such holder of Registrable Securities)
including that the prospectus and any prospectus supplement forming a part of
the Registration Statement does not contain an untrue statement of a material
fact or omits a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading, and

     

    REGISTRATION
RIGHTS AGREEMENT BETWEEN CHINA FOR-GEN CORPORATION AND

    INVESTORS
LISTED IN SCHEDULE A

    
      
         


      

      
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    (vii)        notify
the Investor and its counsel promptly and confirm such advice in writing
promptly after the Company has knowledge thereof:

     

    (a)           when
the Registration Statement, the prospectus or any prospectus supplement related
thereto or post-effective amendment to the Registration Statement has been
filed, and, with respect to the Registration Statement or any post-effective
amendment thereto, when the same has become effective;

     

    (b)           of
any request by the SEC for amendments or supplements to the Registration
Statement or the prospectus or for additional information;

     

    (c)           of
the issuance by the SEC of any stop order suspending the effectiveness of the
Registration Statement or the initiation of any proceedings by any Person for
that purpose; and

     

    (d)           of
the receipt by the Company of any notification with respect to the suspension of
the qualification of any Registrable Securities for sale under the securities or
blue sky laws of any jurisdiction or the initiation or threat of any proceeding
for such purpose;

     

    (viii)    
  notify each holder of Registrable Securities covered by such
registration statement, at any time when a prospectus relating thereto is
required to be delivered under the 1933 Act, upon discovery that, or upon the
happening of any event as a result of which, the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state any material facts required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances then existing, and at the request of any such holder of
Registrable Securities promptly prepare and furnish to such holder of
Registrable Securities a reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such securities, such prospectus shall not
include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing;use its best efforts
to obtain the withdrawal of any order suspending the effectiveness of the
Registration Statement at the earliest possible moment;

     

    (ix)         otherwise
use its commercially reasonable best efforts to comply with all applicable rules
and regulations of the SEC, and make available to its security holders, as soon
as reasonably practicable, an earnings statement covering the period of at least
twelve months, but not more than eighteen months, beginning with the first full
calendar month after the effective date of such registration statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the 1933 Act
and Rule 158 thereunder;

     

    (x)          enter
into such agreements and take such other actions as the Investors shall
reasonably request in writing (at the expense of the requesting or benefiting
Investors) in order to expedite or facilitate the disposition of such
Registrable Securities; and

     

    REGISTRATION
RIGHTS AGREEMENT BETWEEN CHINA FOR-GEN CORPORATION AND

    INVESTORS
LISTED IN SCHEDULE A

    
      
         


      

      
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    (xi)         use
its commercially reasonable best efforts to list all Registrable Securities
covered by such registration statement on any securities exchange on which any
of the Registrable Securities are then listed.

     

    The
Company may require each holder of Registrable Securities as to which any
registration is being effected to furnish the Company such information regarding
such holder of Registrable Securities and the distribution of such securities as
the Company may from time to time reasonably request in writing.

     

    4.2         The
Company will not file any registration statement pursuant to Section 2.2 or
Section 2.3, or amendment thereto or any prospectus or any supplement thereto to
which the Investors shall reasonably object, provided that the Company may file
such documents in a form required by law or upon the advice of its
counsel.

     

    4.3         The
Company represents and warrants to each holder of Registrable Securities that it
has obtained all necessary waivers, consents and authorizations necessary to
execute this Agreement and consummate the transactions contemplated hereby other
than such waivers, consents and/or authorizations specifically contemplated by
the Purchase Agreement.

     

    4.4         Each
holder of Registrable Securities agrees that, upon receipt of any notice from
the Company of the occurrence of any event of the kind described in subdivision
(viii) of Section 4.1, such Holder will forthwith discontinue such holder of
Registrable Securities’ disposition of Registrable Securities pursuant to the
Registration Statement relating to such Registrable Securities until such holder
of Registrable Securities’ receipt of the copies of the supplemented or amended
prospectus contemplated by subdivision (viii) of Section 4.1 and, if so directed
by the Company, will deliver to the Company (at the Company's expense) all
copies, other than permanent file copies, then in such Holder's possession of
the prospectus relating to such Registrable Securities current at the time of
receipt of such notice.


     

    ARTICLE
V

     

    UNDERWRITTEN
OFFERINGS

     

    5.1         Incidental
Underwritten Offerings. If the Company at any time proposes to register
any of its securities under the 1933 Act as contemplated by Section 3.1 and such
securities are to be distributed by or through one or more underwriters, the
Company will, if requested by any holder of Registrable Securities as provided
in Section 3.1 and subject to the provisions of Section 3.2, use its
commercially reasonable best efforts to arrange for such underwriters to include
all the Registrable Securities to be offered and sold by such holder among the
securities to be distributed by such underwriters.  In no event shall
any Investor be deemed an underwriter for purposes of this
Agreement.

     

    REGISTRATION
RIGHTS AGREEMENT BETWEEN CHINA FOR-GEN CORPORATION AND

    INVESTORS
LISTED IN SCHEDULE A

    
      
         


      

      
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    5.2           Participation
In Underwritten Offerings. No holder of Registrable Securities may
participate in any underwritten offering under Section 3.1 unless such holder of
Registrable Securities (i) agrees to sell such Person's securities on the basis
provided in any underwriting arrangements approved, subject to the terms and
conditions hereof, by the holders of a majority of Registrable Securities to be
included in such underwritten offering and (ii) completes and executes all
questionnaires, indemnities, underwriting agreements and other documents (other
than powers of attorney) required under the terms of such underwriting
arrangements. Notwithstanding the foregoing, no underwriting agreement (or other
agreement in connection with such offering) shall require any holder of
Registrable Securities to make a representation or warranty to or agreements
with the Company or the underwriters other than representations and warranties
contained in a writing furnished by such holder of Registrable Securities
expressly for use in the related registration statement or representations,
warranties or agreements regarding such holder of Registrable Securities, such
holder's Registrable Securities and such holder's intended method of
distribution and any other representation required by law.

     

    5.3           Preparation;
Reasonable Investigation. In connection with the preparation and filing
of each registration statement under the 1933 Act pursuant to this Agreement,
the Company will give the holders of Registrable Securities registered under
such registration statement, and their respective counsel and accountants, the
opportunity to participate in the preparation of such registration statement,
each prospectus included therein or filed with the SEC, and each amendment
thereof or supplement thereto, and will give each of them such access to its
books and records and such opportunities to discuss the business of the Company
with its officers and the independent public accountants who have certified its
financial statements as shall be necessary, in the reasonable opinion of such
holders' and such underwriters' respective counsel, to conduct a reasonable
investigation within the meaning of the 1933 Act.

    


    REGISTRATION
RIGHTS AGREEMENT BETWEEN CHINA FOR-GEN CORPORATION AND

    INVESTORS
LISTED IN SCHEDULE A

    
      
         


      

      
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    ARTICLE
VI

    


    INDEMNIFICATION


     

    6.1           Indemnification
by the Company. In the event of any registration of any securities of the
Company under the 1933 Act, the Company will, and hereby does agree to indemnify
and hold harmless the holder of any Registrable Securities covered by such
registration statement, its directors and officers, each other Person who
participates as an underwriter in the offering or sale of such securities and
each other Person, if any, who controls such holder or any such underwriter
within the meaning of the 1933 Act against any losses, claims, damages or
liabilities, joint or several, to which such holder or any such director or
officer or underwriter or controlling person may become subject under the 1933
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions or proceedings, whether commenced or threatened, in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in any registration statement under which such
securities were registered under the 1933 Act, any preliminary prospectus, final
prospectus or summary prospectus contained therein, or any amendment or
supplement thereto, or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and the Company will reimburse such holder and each such
director, officer, underwriter and controlling person for any legal or any other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, liability, action or proceeding, provided that
the Company shall not be liable in any such case to the extent that any such
loss, claim, damage, liability, (or action or proceeding in respect thereof) or
expense arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in such registration statement,
any such preliminary prospectus, final prospectus, summary prospectus, amendment
or supplement in reliance upon and in conformity with written information
furnished to the Company by such holder or underwriter stating that it is for
use in the preparation thereof and, provided further that the Company shall not
be liable to any Person who participates as an underwriter in the offering or
sale of Registrable Securities or to any other Person, if any, who controls such
underwriter within the meaning of the 1933 Act, in any such case to the extent
that any such loss, claim, damage, liability (or action or proceeding in respect
thereof) or expense arises out of such Person's failure to send or give a copy
of the final prospectus, as the same may be then supplemented or amended, within
the time required by the 1933 Act to the Person asserting the existence of an
untrue statement or alleged untrue statement or omission or alleged omission at
or prior to the written confirmation of the sale of Registrable Securities to
such Person if such statement or omission was corrected in such final prospectus
or an amendment or supplement thereto. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of such holder
or any such director, officer, underwriter or controlling person and shall
survive the transfer of such securities by such holder.

     

    6.2           Indemnification
by the Investor. The Company may require, as a condition to including any
Registrable Securities in any registration statement filed pursuant to this
Agreement, that the Company shall have received an undertaking satisfactory to
it from the prospective holder of such Registrable Securities, to indemnify and
hold harmless (in the same manner and to the same extent as set forth in Section
6.1) the Company, each director of the Company, each officer of the Company and
each other Person, if any, who controls the Company within the meaning of the
1933 Act, with respect to any statement or alleged statement in or omission or
alleged omission from such registration statement, any preliminary prospectus,
final prospectus or summary prospectus contained therein, or any amendment or
supplement thereto, if such statement or alleged statement or omission or
alleged omission was made in reliance upon and in conformity with written
information furnished to the Company through an instrument duly executed by such
holder of Registrable Securities specifically stating that it is for use in the
preparation of such registration statement, preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement. Any such indemnity
shall remain in full force and effect, regardless of any investigation made by
or on behalf of the Company or any such director, officer or controlling person
and shall survive the transfer of such securities by such Investor. The
indemnification by the Investors shall be limited to Fifty Thousand ($50,000)
Dollars.

     

    REGISTRATION
RIGHTS AGREEMENT BETWEEN CHINA FOR-GEN CORPORATION AND

    INVESTORS
LISTED IN SCHEDULE A

    
      
         


      

      
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    6.3           Notices
Of Claims, Etc. Promptly after receipt by an indemnified party of notice
of the commencement of any action or proceeding involving a claim referred to in
Sections 6.1 and Section 6.2, such indemnified party will, if  claim
in respect thereof is to be made against an indemnifying party, give written
notice to the latter of the commencement of such action, provided that the
failure of any indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under Sections 6.1 and Section
6.2, except to the extent that the indemnifying party is actually prejudiced by
such failure to give notice. In case any such action is brought against an
indemnified party, unless in such indemnified party's reasonable judgment a
conflict of interest between such indemnified and indemnifying parties may exist
in respect of such claim, the indemnifying party shall be entitled to
participate in and to assume the defense thereof, jointly with any other
indemnifying party similarly notified, to the extent that the indemnifying party
may wish, with counsel reasonably satisfactory to such indemnified party, and
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party for any legal or other expenses subsequently
incurred by the latter in connection with the defense thereof other than
reasonable costs of investigation. No indemnifying party shall, without the
consent of the indemnified party, consent to entry of any judgment or enter into
any settlement of any such action which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability, or a covenant not to sue, in respect to such
claim or litigation. No indemnified party shall consent to entry of any judgment
or enter into any settlement of any such action the defense of which has been
assumed by an indemnifying party without the consent of such indemnifying
party.

     

    6.4           Other
Indemnification. Indemnification similar to that specified in Sections
6.1 and Section 6.2 (with appropriate modifications) shall be given by the
Company and each holder of Registrable Securities (but only if and to the extent
required pursuant to the terms herein) with respect to any required registration
or other qualification of securities under any Federal or state law or
regulation of any governmental authority, other than the 1933 Act.

     

    6.5           Indemnification
Payments. The indemnification required by Sections 6.1 and Section 6.2
shall be made by periodic payments of the amount thereof during the course of
the investigation or defense, as and when bills are received or expense, loss,
damage or liability is incurred.

     

    REGISTRATION
RIGHTS AGREEMENT BETWEEN CHINA FOR-GEN CORPORATION AND

    INVESTORS
LISTED IN SCHEDULE A

    
      
         


      

      
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    6.6           Contribution.
If the indemnification provided for in Sections 6.1 and Section 6.2 is
unavailable to an indemnified party in respect of any expense, loss, claim,
damage or liability referred to therein, 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 expense, loss, claim,
damage or liability (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the holder of
Registrable Securities or underwriter, as the case may be, on the other from the
distribution of the Registrable Securities or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company on the one hand and of the
holder of Registrable Securities or underwriter, as the case may be, on the
other in connection with the statements or omissions which resulted in such
expense, loss, damage or liability, as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the holder of Registrable Securities or underwriter, as the case may be, on
the other in connection with the distribution of the Registrable Securities
shall be deemed to be in the same proportion as the total net proceeds received
by the Company from the initial sale of the Registrable Securities by the
Company to the purchasers bear to the gain, if any, realized by all selling
holders participating in such offering or the underwriting discounts and
commissions received by the underwriter, as the case may be. The relative fault
of the Company on the one hand and of the holder of Registrable Securities or
underwriter, as the case may be, on the other shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or omission to state a material fact relates to information
supplied by the Company, by the holder of Registrable Securities or by the
underwriter and the parties' relative intent, knowledge, access to information
supplied by the Company, by the holder of Registrable Securities or by the
underwriter and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission, provided that
the foregoing contribution agreement shall not inure to the benefit of any
indemnified party if indemnification would be unavailable to such indemnified
party by reason of the provisions contained herein, and in no event shall the
obligation of any indemnifying party to contribute under this Section 6.6 exceed
the amount that such indemnifying party would have been obligated to pay by way
of indemnification if the indemnification provided for hereunder had been
available under the circumstances.

     

    The
Company and the holders of Registrable Securities agree that it would not be
just and equitable if contribution pursuant to this Section 6.6 were determined
by pro rata allocation (even if the holders of Registrable Securities and any
underwriters were treated as one entity for such purpose) or by any other method
of allocation that does not take account of the equitable considerations
referred to in the immediately preceding paragraph. The amount paid or payable
by an indemnified party as a result of the losses, claims, damages and
liabilities referred to in the immediately preceding paragraph shall be deemed
to include, subject to the limitations set forth herein, any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim.

     

    Notwithstanding
the provisions of this Section 6.6, no holder of Registrable Securities or
underwriter shall be required to contribute any amount in excess of the amount
by which (i) in the case of any such holder, the net proceeds received by such
holder from the sale of Registrable Securities in the applicable Registration
Statement or (ii) in the case of an underwriter, the total price at which the
Registrable Securities purchased by it and distributed to the public were
offered to the public exceeds, in any such case, the amount of any damages that
such holder or underwriter has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.

     

    REGISTRATION
RIGHTS AGREEMENT BETWEEN CHINA FOR-GEN CORPORATION AND

    INVESTORS
LISTED IN SCHEDULE A

    
      
         


      

      
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    ARTICLE
VII


     

    RULE 144

    


    7.1           Rule
144. The Company shall file in a timely manner the reports required to be
filed by the Company under the 1933 Act and the 1934 Act (including, but not
limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred
to in subparagraph (c) of Rule 144 adopted by the SEC under the 1933 Act) and
the rules and regulations adopted by the SEC thereunder (or, if the Company is
not required to file such reports, will, upon the request of any holder of
Registrable Securities, make publicly available other information) and will take
such further action as any holder of Registrable Securities may reasonably
request, all to the extent required from time to time to enable such holder to
sell Registrable Securities without registration under the 1933 Act within the
limitation of the exemptions provided by (a) Rule 144 under the 1933 Act, as
such Rule may be amended from time to time, or (b) any similar rule or
regulation hereafter adopted by the SEC. Upon the request of any holder of
Registrable Securities, the Company will deliver to such holder a written
statement as to whether it has complied with the requirements of this Section
7.1.


     

    ARTICLE
VIII

     

    MISCELLANEOUS

    


    8.1           Amendments
And Waivers. This Agreement may be amended and the Company may take any
action herein prohibited, or omit to perform any act herein required to be
performed by it, only if the Company shall have obtained the written consent to
such amendment, action or omission to act, of the holder or holders of the sum
of the fifty-one percent (51%) or more of the shares of (i) Registrable
Securities issued at such time, plus (ii) Registrable Securities issuable upon
exercise or conversion of the Securities then constituting derivative securities
(if such Securities were not fully exchanged or converted in full as of the date
such consent if sought). Each holder of any Registrable Securities at the time
or thereafter outstanding shall be bound by any consent authorized by this
Section 8.1, whether or not such Registrable Securities shall have been marked
to indicate such consent.

     

    8.2           Nominees
For Beneficial Owners. In the event that any Registrable Securities are
held by a nominee for the beneficial owner thereof, the beneficial owner thereof
may, at its election, be treated as the holder of such Registrable Securities
for purposes of any request or other action by any holder or holders of
Registrable Securities pursuant to this Agreement or any determination of any
number of percentage of shares of Registrable Securities held by a holder or
holders of Registrable Securities contemplated by this Agreement. If the
beneficial owner of any Registrable Securities so elects, the Company may
require assurances reasonably satisfactory to it of such owner's beneficial
ownership or such Registrable Securities.

     

    REGISTRATION
RIGHTS AGREEMENT BETWEEN CHINA FOR-GEN CORPORATION AND

    INVESTORS
LISTED IN SCHEDULE A

    
      
         


      

      
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    8.3           Notices. Except as otherwise provided
in this Agreement, all notices, requests and other communications to any Person
provided for hereunder shall be in writing and shall be given to such Person (a)
in the case of a party hereto other than the Company, addressed to such party in
the manner set forth in the Purchase Agreement or at such other address as such
party shall have furnished to the Company in writing, or (b) in the case of any
other holder of Registrable Securities, at the address that such holder shall
have furnished to the Company in writing, or, until any such other holder so
furnishes to the Company an address, then to and at the address of the last
holder of such Registrable Securities who has furnished an address to the
Company, or (c) in the case of the Company, at the address set forth on the
signature page hereto, to the attention of its President, or at such other
address, or to the attention of such other officer, as the Company shall have
furnished to each holder of Registrable Securities at the time outstanding. Each
such notice, request or other communication shall be effective (i) if given by
mail, 72 hours after such communication is deposited in the mail with first
class postage prepaid, addressed as aforesaid or (ii) if given by any other
means (including, without limitation, by fax or air courier), when delivered at
the address specified above, provided that any such notice, request or
communication shall not be effective until received.

     

    8.4           Assignment.
This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto. In addition, and whether or not any express
assignment shall have been made, the provisions of this Agreement which are for
the benefit of the parties hereto other than the Company shall also be for the
benefit of and enforceable by any subsequent holder of any Registrable
Securities. Each of the Holders of the Registrable Securities agrees, by
accepting any portion of the Registrable Securities after the date hereof, to
the provisions of this Agreement including, without limitation, appointment of
the Investors' Representative to act on behalf of such Holder pursuant to the
terms hereof which such actions shall be made in the good faith discretion of
the Investors' Representative and be binding on all persons for all
purposes.

     

    8.5           Descriptive
Headings. The descriptive headings of the several sections and paragraphs
of this Agreement are inserted for reference only and shall not limit or
otherwise affect the meaning hereof.

     

    8.6           Governing
Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York, without giving effect to applicable
principles of conflicts of law.

     

    8.7           Jurisdiction.
This Agreement shall be exclusively governed by and construed in accordance with
the laws of the State of New York. If any action is brought among the parties
with respect to this Agreement or otherwise, by way of a claim or counterclaim,
the parties agree that in any such action, and on all issues, the parties
irrevocably waive their right to a trial by jury. Exclusive jurisdiction and
venue for any such action shall be the State or Federal Courts serving the State
of New York. In the event suit or action is brought by any party under this
Agreement to enforce any of its terms, or in any appeal therefrom, it is agreed
that the prevailing party shall be entitled to reasonable attorneys fees to be
fixed by the arbitrator, trial court, and/or appellate court.

     

    8.8           Entire
Agreement. This Agreement embodies the entire agreement and understanding
between the Company and each other party hereto relating to the subject matter
hereof and supercedes all prior agreements and understandings relating to such
subject matter.

     

    REGISTRATION
RIGHTS AGREEMENT BETWEEN CHINA FOR-GEN CORPORATION AND

    INVESTORS
LISTED IN SCHEDULE A

    
      
         


      

      
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    8.9           Severability.
If any provision of this Agreement, or the application of such provisions to any
Person or circumstance, shall be held invalid, the remainder of this Agreement,
or the application of such provision to Persons or circumstances other than
those to which it is held invalid, shall not be affected thereby.

     

    8.10         Binding
Effect. All the terms and provisions of this Agreement whether so
expressed or not, shall be binding upon, inure to the benefit of, and be
enforceable by the parties and their respective administrators, executors, legal
representatives, heirs, successors and assignees.

     

    8.11         Preparation
of Agreement. This Agreement shall not be construed more strongly against
any party regardless of who is responsible for its preparation.  The
parties acknowledge each contributed and is equally responsible for its
preparation.

     

    8.12         Failure
or Indulgence Not Waiver; Remedies Cumulative.  No failure or
delay on the part of any party hereto in the exercise of any right hereunder
shall impair such right or be construed to be a waiver of, or acquiescence in,
any breach of any representation, warranty, covenant or agreement herein, nor
shall nay single or partial exercise of any such right preclude other or further
exercise thereof or of any other right.  All rights and remedies
existing under this Agreement are cumulative to, and not exclusive of, any
rights or remedies otherwise available.

     

    8.13         Counterparts.
This Agreement may be executed in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original, but all of which taken together shall constitute one
and the same agreement. A facsimile transmission of this signed Agreement shall
be legal and binding on all parties hereto.

     

    [SIGNATURES
ON FOLLOWING PAGE]

    


    REGISTRATION
RIGHTS AGREEMENT BETWEEN CHINA FOR-GEN CORPORATION AND

    INVESTORS
LISTED IN SCHEDULE A

    
      
         


      

      
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    IN WITNESS WHEREOF, the
Investors and the Company have as of the date first written above executed this
Agreement.

    


    China
For-Gen Corporation

    


    
      
        
          	
                  By:

                	
                     

                
	 
      	
                  Chief
      Executive Officer

                
	 
      	 
      
	
                  By:

                	
                     

                
	 
      	
                  Chairman
      of the Board

                


        

      

    

     

    INVESTORS:

     

    REGISTRATION
RIGHTS AGREEMENT BETWEEN CHINA FOR-GEN CORPORATION AND

    INVESTORS
LISTED IN SCHEDULE A

    
      
         


      

      
        PAGE
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