Exhibit 10.5

                          REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 14, 2004 by
and between AMERICAN CONSOLIDATED MANAGEMENT GROUP INC., a Utah corporation,
with its principal office located at 70 West Canyon Crest Rd - Suite D Alpine,
Utah 84004 (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited
partnership (the "Investor").

WHEREAS:
     A.   In connection with the Standby Equity Distribution Agreement by and
          between the parties hereto of even date herewith (the "Standby Equity
          Distribution Agreement"), the Company has agreed, upon the terms and
          subject to the conditions of the Standby Equity Distribution
          Agreement, to issue and sell to the Investor that number of shares of
          the Company's common stock, par value $.01 per share (the "Common
          Stock"), which can be purchased pursuant to the terms of the Standby
          Equity Distribution Agreement for an aggregate purchase price of up to
          Ten Million Dollars ($10,000,000). Capitalized terms not defined
          herein shall have the meaning ascribed to them in the Standby Equity
          Distribution Agreement.
     B.   To induce the Investor to execute and deliver the Standby Equity
          Distribution Agreement, the Company has agreed to provide certain
          registration rights under the Securities Act of 1933, as amended, and
          the rules and regulations thereunder, or any similar successor statute
          (collectively, the "1933 Act"), and applicable state securities laws.

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

1. DEFINITIONS.

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

          a.   "Person" means a corporation, a limited liability company, an
               association, a partnership, an organization, a business, an
               individual, a governmental or political subdivision thereof or a
               governmental agency.
          b.   "Register," "registered," and "registration" refer to a
               registration effected by preparing and filing one or more
               Registration Statements (as defined below) in compliance with the
               1933 Act and pursuant to Rule 415 under the 1933 Act or any
               successor rule providing for offering securities on a continuous
               or delayed basis ("Rule 415"), and the declaration or ordering of
               effectiveness of such Registration Statement(s) by the United
               States Securities and Exchange Commission (the "SEC").
          c.   "Registrable Securities" means the Investor's Shares, as defined
               in the Standby Equity Distribution Agreement and shares of Common
               Stock issuable to Investors pursuant to the Standby Equity
               Distribution Agreement.
          d.   "Registration Statement" means a registration statement under the
               1933 Act which covers the Registrable Securities.

2. REGISTRATION.

          a.   Mandatory Registration. The Company shall prepare and file with
               the SEC a Registration Statement on Form S-1, SB-2 or on such
               other form as is available. The Company shall cause such
               Registration Statement to be declared effective by the SEC prior
               to the first sale to the Investor of the Company's Common Stock
               pursuant to the Standby Equity Distribution Agreement.

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          b.   Sufficient Number of Shares Registered. In the event the number
               of shares available under a Registration Statement filed pursuant
               to Section 2(a) is insufficient to cover all of the Registrable
               Securities which the Investor has purchased pursuant to the
               Standby Equity Distribution Agreement, the Company shall amend
               the Registration Statement, or file a new Registration Statement
               (on the short form available therefore, if applicable), or both,
               so as to cover all of such Registrable Securities which the
               Investor has purchased pursuant to the Standby Equity
               Distribution Agreement as soon as practicable, but in any event
               not later than fifteen (15) days after the necessity therefore
               arises. The Company shall use it best efforts to cause such
               amendment and/or new Registration Statement to become effective
               as soon as practicable following the filing thereof. For purposes
               of the foregoing provision, the number of shares available under
               a Registration Statement shall be deemed "insufficient to cover
               all of the Registrable Securities" if at any time the number of
               Registrable Securities issuable on an Advance Notice Date is
               greater than the number of shares available for resale under such
               Registration Statement.

3.RELATED OBLIGATIONS.

          a.   The Company shall keep the Registration Statement effective
               pursuant to Rule 415 at all times until the date on which the
               Investor shall have sold all the Registrable Securities covered
               by such Registration Statement (the "Registration Period"), which
               Registration Statement (including any amendments or supplements
               thereto and prospectuses contained therein) shall not contain any
               untrue statement of a material fact or omit to state a material
               fact required to be stated therein, or necessary to make the
               statements therein, in light of the circumstances in which they
               were made, not misleading.
          b.   The Company shall prepare and file with the SEC such amendments
               (including post-effective amendments) and supplements to a
               Registration Statement and the prospectus used in connection with
               such Registration Statement, which prospectus is to be filed
               pursuant to Rule 424 promulgated under the 1933 Act, as may be
               necessary to keep such Registration Statement effective at all
               times during the Registration Period, and, during such period,
               comply with the provisions of the 1933 Act with respect to the
               disposition of all Registrable Securities of the Company covered
               by such Registration Statement until such time as all of such
               Registrable Securities shall have been disposed of in accordance
               with the intended methods of disposition by the seller or sellers
               thereof as set forth in such Registration Statement. In the case
               of amendments and supplements to a Registration Statement which
               are required to be filed pursuant to this Agreement (including
               pursuant to this Section 3(b)) by reason of the Company's filing
               a report on Form 10-KSB, Form 10-QSB or Form 8-K or any analogous
               report under the Securities Exchange Act of 1934, as amended (the
               "1934 Act"), the Company shall have incorporated such report by
               reference into the Registration Statement, if applicable, or
               shall file such amendments or supplements with the SEC on the
               same day on which the 1934 Act report is filed which created the
               requirement for the Company to amend or supplement the
               Registration Statement.
          c.   The Company shall furnish to the Investor without charge, (i) at
               least one copy of such Registration Statement as declared
               effective by the SEC and any amendment(s) thereto, including
               financial statements and schedules, all documents incorporated
               therein by reference, all exhibits and each preliminary
               prospectus, (ii) ten (10) copies of the final prospectus included
               in such Registration Statement and all amendments and supplements
               thereto (or such other number of copies as such Investor may
               reasonably request) and (iii) such other documents as such
               Investor may reasonably request from time to time in order to
               facilitate the disposition of the Registrable Securities owned by
               such Investor.
          d.   The Company shall use its best efforts to (i) register and
               qualify the Registrable Securities covered by a Registration
               Statement under such other securities or "blue sky" laws of such
               jurisdictions in the United States as the Investor reasonably
               requests, (ii) prepare and file in those jurisdictions, such
               amendments (including post-effective amendments) and supplements
               to such registrations and qualifications as may be necessary to
               maintain the effectiveness thereof during the Registration

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               Period, (iii) take such other actions as may be necessary to
               maintain such registrations and qualifications in effect at all
               times during the Registration Period, and (iv) take all other
               actions reasonably necessary or advisable to qualify the
               Registrable Securities for sale in such jurisdictions; provided,
               however, that the Company shall not be required in connection
               therewith or as a condition thereto to (w) make any change to its
               certificate of incorporation or by-laws, (x) qualify to do
               business in any jurisdiction where it would not otherwise be
               required to qualify but for this Section 3(d), (y) subject itself
               to general taxation in any such jurisdiction, or (z) file a
               general consent to service of process in any such jurisdiction.
               The Company shall promptly notify the Investor of the receipt by
               the Company of any notification with respect to the suspension of
               the registration or qualification of any of the Registrable
               Securities for sale under the securities or "blue sky" laws of
               any jurisdiction in the United States or its receipt of actual
               notice of the initiation or threat of any proceeding for such
               purpose.
          e.   As promptly as practicable after becoming aware of such event or
               development, the Company shall notify the Investor in writing of
               the happening of any event as a result of which the prospectus
               included in a Registration Statement, as then in effect, includes
               an untrue statement of a material fact or omission to state a
               material fact required to be stated therein or necessary to make
               the statements therein, in light of the circumstances under which
               they were made, not misleading (provided that in no event shall
               such notice contain any material, nonpublic information), and
               promptly prepare a supplement or amendment to such Registration
               Statement to correct such untrue statement or omission, and
               deliver ten (10) copies of such supplement or amendment to each
               Investor. The Company shall also promptly notify the Investor in
               writing (i) when a prospectus or any prospectus supplement or
               post-effective amendment has been filed, and when a Registration
               Statement or any post-effective amendment has become effective
               (notification of such effectiveness shall be delivered to the
               Investor by facsimile on the same day of such effectiveness),
               (ii) of any request by the SEC for amendments or supplements to a
               Registration Statement or related prospectus or related
               information, and (iii) of the Company's reasonable determination
               that a post-effective amendment to a Registration Statement would
               be appropriate.
          f.   The Company shall use its best efforts to prevent the issuance of
               any stop order or other suspension of effectiveness of a
               Registration Statement, or the suspension of the qualification of
               any of the Registrable Securities for sale in any jurisdiction
               within the United States of America and, if such an order or
               suspension is issued, to obtain the withdrawal of such order or
               suspension at the earliest possible moment and to notify the
               Investor of the issuance of such order and the resolution thereof
               or its receipt of actual notice of the initiation or threat of
               any proceeding for such purpose.
          g.   At the reasonable request of the Investor, the Company shall
               furnish to the Investor, on the date of the effectiveness of the
               Registration Statement and thereafter from time to time on such
               dates as the Investor may reasonably request (i) a letter, dated
               such date, from the Company's independent certified public
               accountants in form and substance as is customarily given by
               independent certified public accountants to underwriters in an
               underwritten public offering, and (ii) an opinion, dated as of
               such date, of counsel representing the Company for purposes of
               such Registration Statement, in form, scope and substance as is
               customarily given in an underwritten public offering, addressed
               to the Investor.
          h.   The Company shall make available for inspection by (i) the
               Investor and (ii) one firm of accountants or other agents
               retained by the Investor (collectively, the "Inspectors") all
               pertinent financial and other records, and pertinent corporate
               documents and properties of the Company (collectively, the
               "Records"), as shall be reasonably deemed necessary by each
               Inspector, and cause the Company's officers, directors and
               employees to supply all information which any Inspector may
               reasonably request; provided, however, that each Inspector shall
               agree, and the Investor hereby agrees, to hold in strict
               confidence and shall not make any disclosure (except to an
               Investor) or use of any Record or other information which the
               Company determines in good faith to be confidential, and of which
               determination the Inspectors are so notified, unless (a) the
               disclosure of such Records is necessary to avoid or correct a

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               misstatement or omission in any Registration Statement or is
               otherwise required under the 1933 Act, (b) the release of such
               Records is ordered pursuant to a final, non-appealable subpoena
               or order from a court or government body of competent
               jurisdiction, or (c) the information in such Records has been
               made generally available to the public other than by disclosure
               in violation of this or any other agreement of which the
               Inspector and the Investor has knowledge. The Investor agrees
               that it shall, upon learning that disclosure of such Records is
               sought in or by a court or governmental body of competent
               jurisdiction or through other means, give prompt notice to the
               Company and allow the Company, at its expense, to undertake
               appropriate action to prevent disclosure of, or to obtain a
               protective order for, the Records deemed confidential.
          i.   The Company shall hold in confidence and not make any disclosure
               of information concerning the Investor provided to the Company
               unless (i) disclosure of such information is necessary to comply
               with federal or state securities laws, (ii) the disclosure of
               such information is necessary to avoid or correct a misstatement
               or omission in any Registration Statement, (iii) the release of
               such information is ordered pursuant to a subpoena or other
               final, non-appealable order from a court or governmental body of
               competent jurisdiction, or (iv) such information has been made
               generally available to the public other than by disclosure in
               violation of this Agreement or any other agreement. The Company
               agrees that it shall, upon learning that disclosure of such
               information concerning the Investor is sought in or by a court or
               governmental body of competent jurisdiction or through other
               means, give prompt written notice to the Investor and allow the
               Investor, at the Investor's expense, to undertake appropriate
               action to prevent disclosure of, or to obtain a protective order
               for, such information.
          j.   The Company shall use its best efforts either to cause all the
               Registrable Securities covered by a Registration Statement (i) to
               be listed on each securities exchange on which securities of the
               same class or series issued by the Company are then listed, if
               any, if the listing of such Registrable Securities is then
               permitted under the rules of such exchange or to secure the
               inclusion for quotation on the National Association of Securities
               Dealers, Inc. OTC Bulletin Board for such Registrable Securities.
               The Company shall pay all fees and expenses in connection with
               satisfying its obligation under this Section 3(j).
          k.   The Company shall cooperate with the Investor to the extent
               applicable, to facilitate the timely preparation and delivery of
               certificates (not bearing any restrictive legend) representing
               the Registrable Securities to be offered pursuant to a
               Registration Statement and enable such certificates to be in such
               denominations or amounts, as the case may be, as the Investor may
               reasonably request and registered in such names as the Investor
               may request.
          l.   The Company shall use its best efforts to cause the Registrable
               Securities covered by the applicable Registration Statement to be
               registered with or approved by such other governmental agencies
               or authorities as may be necessary to consummate the disposition
               of such Registrable Securities.
          m.   The Company shall make generally available to its security
               holders as soon as practical, but not later than ninety (90) days
               after the close of the period covered thereby, an earnings
               statement (in form complying with the provisions of Rule 158
               under the 1933 Act) covering a twelve-month period beginning not
               later than the first day of the Company's fiscal quarter next
               following the effective date of the Registration Statement.
          n.   The Company shall otherwise use its best efforts to comply with
               all applicable rules and regulations of the SEC in connection
               with any registration hereunder.
          o.   Within two (2) business days after a Registration Statement which
               covers Registrable Securities is ordered effective by the SEC,
               the Company shall deliver, and shall cause legal counsel for the
               Company to deliver, to the transfer agent for such Registrable
               Securities (with copies to the Investor) confirmation that such
               Registration Statement has been declared effective by the SEC in
               the form attached hereto as Exhibit A.
          p.   The Company shall take all other reasonable actions necessary to
               expedite and facilitate disposition by the Investor of
               Registrable Securities pursuant to a Registration Statement.

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4. OBLIGATIONS OF THE INVESTOR.

     The Investor agrees that, upon receipt of any notice from the Company of
     the happening of any event of the kind described in Section 3(f) or the
     first sentence of 3(e), the Investor will immediately discontinue
     disposition of Registrable Securities pursuant to any Registration
     Statement(s) covering such Registrable Securities until the Investor's
     receipt of the copies of the supplemented or amended prospectus
     contemplated by Section 3(e) or receipt of notice that no supplement or
     amendment is required. Notwithstanding anything to the contrary, the
     Company shall cause its transfer agent to deliver unlegended certificates
     for shares of Common Stock to a transferee of the Investor in accordance
     with the terms of the Standby Equity Distribution Agreement in connection
     with any sale of Registrable Securities with respect to which the Investor
     has entered into a contract for sale prior to the Investor's receipt of a
     notice from the Company of the happening of any event of the kind described
     in Section 3(f) or the first sentence of 3(e) and for which the Investor
     has not yet settled.

5. EXPENSES OF REGISTRATION.

     All expenses incurred in connection with registrations, filings or
     qualifications pursuant to Sections 2 and 3, including, without limitation,
     all registration, listing and qualifications fees, printers, legal and
     accounting fees shall be paid by the Company.

6. INDEMNIFICATION.

     With respect to Registrable Securities which are included in a Registration
Statement under this Agreement:

          a.   To the fullest extent permitted by law, the Company will, and
               hereby does, indemnify, hold harmless and defend the Investor,
               the directors, officers, partners, employees, agents,
               representatives of, and each Person, if any, who controls the
               Investor within the meaning of the 1933 Act or the 1934 Act
               (each, an "Indemnified Person"), against any losses, claims,
               damages, liabilities, judgments, fines, penalties, charges,
               costs, reasonable attorneys' fees, amounts paid in settlement or
               expenses, joint or several (collectively, "Claims") incurred in
               investigating, preparing or defending any action, claim, suit,
               inquiry, proceeding, investigation or appeal taken from the
               foregoing by or before any court or governmental, administrative
               or other regulatory agency, body or the SEC, whether pending or
               threatened, whether or not an indemnified party is or may be a
               party thereto ("Indemnified Damages"), to which any of them may
               become subject insofar as such Claims (or actions or proceedings,
               whether commenced or threatened, in respect thereof) arise out of
               or are based upon: (i) any untrue statement or alleged untrue
               statement of a material fact in a Registration Statement or any
               post-effective amendment thereto or in any filing made in
               connection with the qualification of the offering under the
               securities or other "blue sky" laws of any jurisdiction in which
               Registrable Securities are offered ("Blue Sky Filing"), or the
               omission or alleged omission to state a material fact required to
               be stated therein or necessary to make the statements therein not
               misleading; (ii) any untrue statement or alleged untrue statement
               of a material fact contained in any final prospectus (as amended
               or supplemented, if the Company files any amendment thereof or
               supplement thereto with the SEC) or the omission or alleged
               omission to state therein any material fact necessary to make the
               statements made therein, in light of the circumstances under
               which the statements therein were made, not misleading; or (iii)
               any violation or alleged violation by the Company of the 1933
               Act, the 1934 Act, any other law, including, without limitation,
               any state securities law, or any rule or regulation there under
               relating to the offer or sale of the Registrable Securities
               pursuant to a Registration Statement (the matters in the
               foregoing clauses (i) through (iii) being, collectively,
               "Violations"). The Company shall reimburse the Investor and each
               such controlling person promptly as such expenses are incurred
               and are due and payable, for any legal fees or disbursements or
               other reasonable expenses incurred by them in connection with
               investigating or defending any such Claim. Notwithstanding

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               anything to the contrary contained herein, the indemnification
               agreement contained in this Section 6(a): (x) shall not apply to
               a Claim by an Indemnified Person arising out of or based upon a
               Violation which occurs in reliance upon and in conformity with
               information furnished in writing to the Company by such
               Indemnified Person expressly for use in connection with the
               preparation of the Registration Statement or any such amendment
               thereof or supplement thereto; (y) shall not be available to the
               extent such Claim is based on a failure of the Investor to
               deliver or to cause to be delivered the prospectus made available
               by the Company, if such prospectus was timely made available by
               the Company pursuant to Section 3(e); and (z) shall not apply to
               amounts paid in settlement of any Claim if such settlement is
               effected without the prior written consent of the Company, which
               consent shall not be unreasonably withheld. The Company shall be
               liable under this Section 6(a) for only that amount of a Claim or
               Indemnified Damages as does not exceed the aggregate amount of
               proceeds from Advances pursuant to the Standby Equity
               Distribution Agreement. Such indemnity shall remain in full force
               and effect regardless of any investigation made by or on behalf
               of the Indemnified Person.
          b.   In connection with a Registration Statement, the Investor agrees
               to indemnify, hold harmless and defend, to the same extent and in
               the same manner as is set forth in Section 6(a), the Company,
               each of its directors, each of its officers who signs the
               Registration Statement and each Person, if any, who controls the
               Company within the meaning of the 1933 Act or the 1934 Act (each
               an "Indemnified Party"), against any Claim or Indemnified Damages
               to which any of them may become subject, under the 1933 Act, the
               1934 Act or otherwise, insofar as such Claim or Indemnified
               Damages arise out of or is based upon any Violation, in each case
               to the extent, and only to the extent, that such Violation occurs
               in reliance upon and in conformity with written information
               furnished to the Company by the Investor expressly for use in
               connection with such Registration Statement; and, subject to
               Section 6(d), the Investor will reimburse any legal or other
               expenses reasonably incurred by them in connection with
               investigating or defending any such Claim; provided, however,
               that the indemnity agreement contained in this Section 6(b) and
               the agreement with respect to contribution contained in Section 7
               shall not apply to amounts paid in settlement of any Claim if
               such settlement is effected without the prior written consent of
               the Investor, which consent shall not be unreasonably withheld;
               provided, further, however, that the Investor shall be liable
               under this Section 6(b) for only that amount of a Claim or
               Indemnified Damages as does not exceed the net proceeds to the
               Investor as a result of the sale of Registrable Securities
               pursuant to such Registration Statement. Such indemnity shall
               remain in full force and effect regardless of any investigation
               made by or on behalf of such Indemnified Party. Notwithstanding
               anything to the contrary contained herein, the indemnification
               agreement contained in this Section 6(b) with respect to any
               prospectus shall not inure to the benefit of any Indemnified
               Party if the untrue statement or omission of material fact
               contained in the prospectus was corrected and such new prospectus
               was delivered to the Investor prior to the Investor's use of the
               prospectus to which the Claim relates.
          c.   Promptly after receipt by an Indemnified Person or Indemnified
               Party under this Section 6 of notice of the commencement of any
               action or proceeding (including any governmental action or
               proceeding) involving a Claim, such Indemnified Person or
               Indemnified Party shall, if a Claim in respect thereof is to be
               made against any indemnifying party under this Section 6, deliver
               to the indemnifying party a written notice of the commencement
               thereof, and the indemnifying party shall have the right to
               participate in, and, to the extent the indemnifying party so
               desires, jointly with any other indemnifying party similarly
               noticed, to assume control of the defense thereof with counsel
               mutually satisfactory to the indemnifying party and the
               Indemnified Person or the Indemnified Party, as the case may be;
               provided, however, that an Indemnified Person or Indemnified
               Party shall have the right to retain its own counsel with the
               fees and expenses of not more than one counsel for such
               Indemnified Person or Indemnified Party to be paid by the
               indemnifying party, if, in the reasonable opinion of counsel
               retained by the indemnifying party, the representation by such

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               counsel of the Indemnified Person or Indemnified Party and the
               indemnifying party would be inappropriate due to actual or
               potential differing interests between such Indemnified Person or
               Indemnified Party and any other party represented by such counsel
               in such proceeding. The Indemnified Party or Indemnified Person
               shall cooperate fully with the indemnifying party in connection
               with any negotiation or defense of any such action or claim by
               the indemnifying party and shall furnish to the indemnifying
               party all information reasonably available to the Indemnified
               Party or Indemnified Person which relates to such action or
               claim. The indemnifying party shall keep the Indemnified Party or
               Indemnified Person fully apprised at all times as to the status
               of the defense or any settlement negotiations with respect
               thereto. No indemnifying party shall be liable for any settlement
               of any action, claim or proceeding effected without its prior
               written consent, provided, however, that the indemnifying party
               shall not unreasonably withhold, delay or condition its consent.
               No indemnifying party shall, without the prior written consent of
               the Indemnified Party or Indemnified Person, consent to entry of
               any judgment or enter into any settlement or other compromise
               which does not include as an unconditional term thereof the
               giving by the claimant or plaintiff to such Indemnified Party or
               Indemnified Person of a release from all liability in respect to
               such claim or litigation. Following indemnification as provided
               for hereunder, the indemnifying party shall be subrogated to all
               rights of the Indemnified Party or Indemnified Person with
               respect to all third parties, firms or corporations relating to
               the matter for which indemnification has been made. The failure
               to deliver written notice to the indemnifying party within a
               reasonable time of the commencement of any such action shall not
               relieve such indemnifying party of any liability to the
               Indemnified Person or Indemnified Party under this Section 6,
               except to the extent that the indemnifying party is prejudiced in
               its ability to defend such action.
          d.   The indemnification required by this Section 6 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
               Indemnified Damages are incurred.
          e.   The indemnity agreements contained in Section 6(a) and (b) herein
               shall be in addition to (i) any cause of action or similar right
               of the Indemnified Party or Indemnified Person against the
               indemnifying party or others, and (ii) any liabilities the
               indemnifying party may be subject to pursuant to the law.

7. CONTRIBUTION.

     To the extent any indemnification by an indemnifying party in Section 6(a)
     and/or (b) is prohibited or limited by law, the indemnifying party agrees
     to make the maximum contribution with respect to any amounts for which it
     would otherwise be liable under Section 6 to the fullest extent permitted
     by law; provided, however, that: (i) no seller of Registrable Securities
     guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
     of the 1933 Act) shall be entitled to contribution from any seller of
     Registrable Securities who was not guilty of fraudulent misrepresentation;
     and (ii) contribution by any seller of Registrable Securities shall be
     limited in amount to the net amount of proceeds received by such seller
     from the sale of such Registrable Securities.

8. REPORTS UNDER THE 1934 ACT.

With a view to making available to the Investor the benefits of Rule 144
promulgated under the 1933 Act or any similar rule or regulation of the SEC that
may at any time permit the Investors to sell securities of the Company to the
public without registration ("Rule 144") the Company agrees to:

     a.   make and keep public information available, as those terms are
          understood and defined in Rule 144;
     b.   file with the SEC in a timely manner all reports and other documents
          required of the Company under the 1933 Act and the 1934 Act so long as
          the Company remains subject to such requirements (it being understood
          that nothing herein shall limit the Company's obligations under
          Section 6.3 of the Standby Equity Distribution Agreement) and the
          filing of such reports and other documents is required for the
          applicable provisions of Rule 144; and
     c.   furnish to the Investor so long as the Investor owns Registrable
          Securities, promptly upon request, (i) a written statement by the
          Company that it has complied with the reporting requirements of Rule
          144, the 1933 Act and the 1934 Act, (ii) a copy of the most recent
          annual or quarterly report of the Company and such other reports and
          documents so filed by the Company, and (iii) such other information as
          may be reasonably requested to permit the Investor to sell such
          securities pursuant to Rule 144 without registration.

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9. AMENDMENT OF REGISTRATION RIGHTS.

     Provisions of this Agreement may be amended and the observance thereof may
     be waived (either generally or in a particular instance and either
     retroactively or prospectively), only by a written agreement between the
     Company and the Investor. Any amendment or waiver effected in accordance
     with this Section 9 shall be binding upon the Investor and the Company. No
     consideration shall be offered or paid to any Person to amend or consent to
     a waiver or modification of any provision of any of this Agreement unless
     the same consideration also is offered to all of the parties to this
     Agreement.

10. MISCELLANEOUS

     a.   A Person is deemed to be a holder of Registrable Securities whenever
          such Person owns or is deemed to own of record such Registrable
          Securities. If the Company receives conflicting instructions, notices
          or elections from two or more Persons with respect to the same
          Registrable Securities, the Company shall act upon the basis of
          instructions, notice or election received from the registered owner of
          such Registrable Securities.
     b.   Any notices, consents, waivers or other communications required or
          permitted to be given under the terms of this Agreement must be in
          writing and will be deemed to have been delivered: (i) upon receipt,
          when delivered personally; (ii) upon receipt, when sent by facsimile
          (provided confirmation of transmission is mechanically or
          electronically generated and kept on file by the sending party); or
          (iii) one business day after deposit with a nationally recognized
          overnight delivery service, in each case properly addressed to the
          party to receive the same. The addresses and facsimile numbers for
          such communications shall be:

If to the Company, to:               American Consolidated Management Group Inc.
                                     70 West Canyon Crest Rd - Suite D
                                     Alpine, UT 84004
                                     Attention: Herschel Walker
                                     Telephone: (888) 901-1900
                                     Facsimile: (864) 848-1546

With a copy to:                      Richard Shanks, Esq.
                                     1455 West Loop South - Suite 200
                                     Houston, TX 77027
                                     Attention:       Richard Shanks, Esq.
                                     Telephone:     (713) 952-5662
                                     Facsimile:      (713) 952-5620

If to the Investor, to:              Cornell Capital Partners, LP
                                     101 Hudson Street - Suite 3700
                                     Jersey City, New Jersey 07302
                                     Attention: Mark Angelo
                                     Portfolio Manager
                                     Telephone: (201) 985-8300
                                     Facsimile: (201) 985-8266

With copy to:                        Butler Gonzalez LLP
                                     1416 Morris Avenue - Suite 207
                                     Union, New Jersey 07083
                                     Attention:        David Gonzalez, Esq.
                                     Telephone:        (908) 810-8588
                                     Facsimile:        (908) 810-0973

                                       8
<PAGE>

Any party may change its address by providing written notice to the other
parties hereto at least five days prior to the effectiveness of such change.
Written confirmation of receipt (A) given by the recipient of such notice,
consent, waiver or other communication, (B) mechanically or electronically
generated by the sender's facsimile machine containing the time, date, recipient
facsimile number and an image of the first page of such transmission or (C)
provided by a courier or overnight courier service shall be rebuttable evidence
of personal service, receipt by facsimile or receipt from a nationally
recognized overnight delivery service in accordance with clause (i), (ii) or
(iii) above, respectively.

     a.   Failure of any party to exercise any right or remedy under this
          Agreement or otherwise, or delay by a party in exercising such right
          or remedy, shall not operate as a waiver thereof.
     b.   The corporate laws of the State of Utah shall govern all issues
          concerning the relative rights of the Company and the Investor. All
          other questions concerning the construction, validity, enforcement and
          interpretation of this Agreement shall be governed by the internal
          laws of the State of New Jersey, without giving effect to any choice
          of law or conflict of law provision or rule (whether of the State of
          New Jersey or any other jurisdiction) that would cause the application
          of the laws of any jurisdiction other than the State of New Jersey.
          Each party hereby irrevocably submits to the non-exclusive
          jurisdiction of the Superior Courts of the State of New Jersey,
          sitting in Hudson County, New Jersey and the Federal District Court
          for the District of New Jersey sitting in Newark, New Jersey, 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 brought in an inconvenient forum or that the venue of
          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 for such 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. If any provision of this Agreement
          shall be invalid or unenforceable in any jurisdiction, such invalidity
          or unenforceability shall not affect the validity or enforceability of
          the remainder of this Agreement in that jurisdiction or the validity
          or enforceability of any provision of this Agreement in any other
          jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY
          HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF
          ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS
          AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

     c.   This Agreement, the Standby Equity Distribution Agreement, the Escrow
          Agreement, and the Placement Agent Agreement constitute the entire
          agreement among the parties hereto with respect to the subject matter
          hereof and thereof. There are no restrictions, promises, warranties or
          undertakings, other than those set forth or referred to herein and
          therein. This Agreement, the Standby Equity Distribution Agreement,
          the Escrow Agreement, and the Placement Agent Agreement supersede all
          prior agreements and understandings among the parties hereto with
          respect to the subject matter hereof and thereof.
     d.   This Agreement shall inure to the benefit of and be binding upon the
          permitted successors and assigns of each of the parties hereto.
     e.   The headings in this Agreement are for convenience of reference only
          and shall not limit or otherwise affect the meaning hereof.
     f.   This Agreement may be executed in identical counterparts, each of
          which shall be deemed an original but all of which shall constitute
          one and the same agreement. This Agreement, once executed by a party,
          may be delivered to the other party hereto by facsimile transmission
          of a copy of this Agreement bearing the signature of the party so
          delivering this Agreement.
     g.   Each party shall do and perform, or cause to be done and performed,
          all such further acts and things, and shall execute and deliver all
          such other agreements, certificates, instruments and documents, as the
          other party may reasonably request in order to carry out the intent
          and accomplish the purposes of this Agreement and the consummation of
          the transactions contemplated hereby.

                                       9
<PAGE>

     h.   The language used in this Agreement will be deemed to be the language
          chosen by the parties to express their mutual intent and no rules of
          strict construction will be applied against any party.
     i.   This Agreement is intended for the benefit of the parties hereto and
          their respective permitted successors and assigns, and is not for the
          benefit of, nor may any provision hereof be enforced by, any other
          Person.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                       10
<PAGE>

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

                                   COMPANY:
                                   AMERICAN CONSOLIDATED MANAGEMENT GROUP INC.

                                   By: /s/ Herschel Walker
                                      -----------------------------------
                                   Name: Herschel Walker
                                   Title: Chief Executive Officer


                                   INVESTOR:
                                   CORNELL CAPITAL PARTNERS, LP

                                   By: Yorkville Advisors, LLC
                                   Its: General Partner

                                   By: /s/ Mark Angelo
                                      -----------------------------------
                                   Name: Mark Angelo
                                   Title: Portfolio Manager

                                       11
<PAGE>

EXHIBIT A

                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT



INSERT

Attention:

          Re:  AMERICAN CONSOLIDATED MANAGEMENT GROUP INC.

Ladies and Gentlemen:

We are counsel to American Consolidated Management Group Inc.., a Utah
corporation (the "Company"), and have represented the Company in connection with
that certain Standby Equity Distribution Agreement (the "Standby Equity
Distribution Agreement") entered into by and between the Company and Cornell
Capital Partners, LP (the "Investor") pursuant to which the Company issued to
the Investor shares of its Common Stock, par value $.01 per share (the "Common
Stock"). Pursuant to the Standby Equity Distribution Agreement, the Company also
has entered into a Registration Rights Agreement with the Investor (the
"Registration Rights Agreement") pursuant to which the Company agreed, among
other things, to register the Registrable Securities (as defined in the
Registration Rights Agreement) under the Securities Act of 1933, as amended (the
"1933 Act"). In connection with the Company's obligations under the Registration
Rights Agreement, on ____________ ____, the Company filed a Registration
Statement on Form ________ (File No. 333-_____________) (the "Registration
Statement") with the Securities and Exchange Commission (the "SEC") relating to
the Registrable Securities which names the Investor as a selling stockholder
thereunder.

In connection with the foregoing, we advise you that a member of the SEC's staff
has advised us by telephone that the SEC has entered an order declaring the
Registration Statement effective under the 1933 Act at [ENTER TIME OF
EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after
telephonic inquiry of a member of the SEC's staff, that any stop order
suspending its effectiveness has been issued or that any proceedings for that
purpose are pending before, or threatened by, the SEC and the Registrable
Securities are available for resale under the 1933 Act pursuant to the
Registration Statement.

                                                     Very truly yours,



                                                     By:
                                                        ------------------------

cc: Cornell Capital Partners, LP

                                      A-1