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

     Registration  Rights  Agreement (the "Agreement"), dated as of November 28,
                                           ---------
2005,  by  and  between Proton Laboratories, Inc., a corporation organized under
the  laws  of  State  of  Washington with its principal executive office at 1135
Atlantic  Avenue,  Suite  101
Alameda,  CA  94501 (the "Company"), and Dutchess Private Equities Fund, L.P., a
                          -------
Delaware  limited  partnership  with  its  principal  office  at 50 Commonwealth
Avenue,  Suite  2,  Boston,  MA  02116  (the  "Holder").
                                               ------

     Whereas,  in  connection  with  the Investment Agreement by and between the
Company and the Investor of even date herewith (the "Investment Agreement"), the
                                                     --------------------
Company  has agreed to issue and sell to the Investor an indeterminate number of
shares  of  the  Company's Common Stock, $0.001 par value per share (the "Common
                                                                          ------
Stock"), to be purchased pursuant to the terms and subject to the conditions set
-----
forth  in  the  Investment  Agreement;  and

     Whereas,  to  induce  the  Investor  to  execute and deliver the Investment
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,  with respect to the shares of Common Stock
issuable  pursuant  to  the  Investment  Agreement.

     Now  therefore,  in  consideration of the foregoing premises and the mutual
covenants  contained  hereinafter and other good and valuable consideration, the
receipt  and  sufficiency  of which are hereby acknowledged, the Company and the
Investor  hereby  agree  as  follows:


SECTION 1. DEFINITIONS.
           -----------

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

     "Execution  Date"  means  the  date  first  written  above.
      ---------------

     "Investor"  means  Dutchess Private Equities Fund, L.P., a Delaware limited
      --------
partnership.

     "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.

     "Potential  Material  Event" means any of the following: (I) the possession
      --------------------------
by  the  Company  of  material  information  not  ripe  for  disclosure  in  the
Registration Statement, which shall be evidenced by determinations in good faith
by  the Board of Directors of the Company that disclosure of such information in
the  Registration  Statement would be detrimental to the business and affairs of
the  Company,  or  (II) any material engagement or activity by the Company which
would, in the good faith determination of the Board of Directors of the Company,
be  adversely affected by disclosure in the Registration Statement at such time,
which  determination  shall  be accompanied by a good faith determination by the
Board  of  Directors  of  the  Company  that the Registration Statement would be
materially  misleading  absent  the  inclusion  of  such  information.

     "Principal  Market"  shall  mean  The  American  Stock  Exchange,  National
      -----------------


                                        1
<PAGE>
Association  of  Securities  Dealer's, Inc. Over-the-Counter electronic bulletin
board, the Nasdaq National Market or The Nasdaq SmallCap Market whichever is the
principal  market  on  which  the  Common  Stock  is  listed.

     "Register,"  "Registered,"  and  "Registration"  refer  to the Registration
      --------     ----------          ------------
effected  by  preparing  and  filing  one (1) or more Registration Statements in
compliance  with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any
successor  rule  providing  for offering securities on a continuous basis ("Rule
                                                                            ----
415").  and  the  declaration  or ordering of effectiveness of such Registration
---
Statement(s)  by  the  United  States  Securities  and  Exchange Commission (the
"SEC").

     "Registrable  Securities"  means  (I)  the shares of Common Stock issued or
      -----------------------
issuable  pursuant  to  the Investment Agreement, and (II) any shares of capital
stock issued or issuable with respect to such shares of Common Stock, if any, as
a  result  of  any  stock  split,  stock dividend, recapitalization, exchange or
similar event or otherwise, which have not been (X) included in the Registration
Statement  that  has  been  declared  effective  by  the  SEC  or (Y) sold under
circumstances  meeting  all  of  the  applicable  conditions of Rule 144 (or any
similar  provision  then  in  force)  under  the  1933  Act.

     "Registration  Statement"  means  the registration statement of the Company
      -----------------------
filed  under  the  1933  Act  covering  the  Registrable  Securities.

     All  capitalized  terms  used  in  this Agreement and not otherwise defined
herein  shall  have  the  same  meaning  ascribed  to  them as in the Investment
Agreement.

SECTION 2. REGISTRATION.
           ------------

     (A)  The  Company  shall, on or before December 19, 2005, file with the SEC
the  Registration Statement or Registration Statements (as is necessary) on Form
SB-2  (or,  if  such  form is unavailable for such a registration, on such other
form as is available for such a registration), covering the resale of all of the
Registrable  Securities,  which  Registration  Statement(s) shall state that, in
accordance  with  Rule  416  promulgated  under  the 1933 Act, such Registration
Statement  also  covers such indeterminate number of additional shares of Common
Stock  as  may  become  issuable  upon  stock splits, stock dividends or similar
transactions.  The  Company  shall  initially  register  for  resale  50,000,000
shares  of Common Stock which would be issuable on the date preceding the filing
of  the  Registration  Statement based on the closing bid price of the Company's
Common  Stock  on such date and the amount reasonably calculated that represents
Common  Stock issuable to other parties as set forth in the Investment Agreement
except  to  the extent that the SEC requires the share amount to be reduced as a
condition  of  effectiveness

     (B)  The  Company  shall  use  commercially  reasonable efforts to have the
Registration  Statement(s)  declared  effective  by  the  SEC within ninety (90)
calendar  days  after  the  Execution  Date.

     (C)  The  Company  agrees  not  to  include  any  other  securities  in the
Registration  Statement  covering  the Registrable Securities without Investor's
prior  written  consent  which  Investor  may  withhold  in its sole discretion.
Furthermore,  the  Company  agrees  that it will not file any other Registration
Statement  for  other  securities,  until  thirty  calendar  days  after  the
Registration  Statement  for the Registrable Securities is declared effective by
the  SEC.


                                        2
<PAGE>
SECTION 3. RELATED OBLIGATIONS.
           -------------------

     At  such  time  as  the  Company  is  obligated  to  prepare  and  file the
Registration  Statement  with the SEC pursuant to Section 2(a), the Company will
effect  the  registration  of  the Registrable Securities in accordance with the
intended  method  of  disposition thereof and, with respect thereto, the Company
shall  have  the  following  obligations:

     (A)  The  Company  shall  use commercially reasonable efforts to cause such
Registration  Statement  relating  to  the  Registrable  Securities  to  become
effective  within  ninety (90) days after the Execution Date and shall keep such
Registration  Statement  effective until the earlier to occur of (I) the date on
which  (A)  the Investor shall have sold all the Registrable Securities; and (B)
the Investor has no right to acquire any additional shares of Common Stock under
the Investment Agreement (the "Registration Period"). The 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.  The  Company  shall use its commercially reasonable efforts to
respond  to all SEC comments within seven (7) business days from receipt of such
comments  by  the  Company.  The  Company  shall use its commercially reasonable
efforts  to  cause  the  Registration  Statement  relating  to  the  Registrable
Securities  to  become  effective  no  later than five  (5)  business days after
notice  from  the SEC that the Registration Statement may be declared effective.
The  Investor  agrees  to provide all information which it is required by law to
provide  to  the  Company,  including  the intended method of disposition of the
Registrable  Securities,  and the Company's obligations set forth above shall be
conditioned  on  the  receipt  of  such  information.

     (B)  The  Company  shall  prepare  and  file  with  the SEC such amendments
(including  post-effective  amendments)  and  supplements  to  the  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  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 Investor
thereof  as set forth in such Registration Statement. In the event the number of
shares  of  Common Stock covered by the Registration Statement filed pursuant to
this  Agreement  is  at  any  time  insufficient to cover all of the Registrable
Securities,  the  Company shall amend such Registration Statement, or file a new
Registration Statement (on the short form available therefor, if applicable), or
both, so as to cover all of the Registrable Securities, in each case, as soon as
practicable,  but  in  any  event  within  thirty  (30)  calendar days after the
necessity  therefor arises (based on the then Purchase Price of the Common Stock
and  other  relevant  factors  on  which the Company reasonably elects to rely),
assuming  the  Company  has sufficient authorized shares at that time, and if it
does  not,  within  thirty  (30) calendar days after such shares are authorized.
The  Company  shall  use commercially reasonable efforts to cause such amendment
and/or  new  Registration  Statement  to become effective as soon as practicable
following  the  filing  thereof.

     (C)  The  Company  shall  make  available to the Investor whose Registrable
Securities  are  included  in  any  Registration Statement and its legal counsel
without charge (I) promptly after the same is prepared and filed with the SEC at
least  one (1) copy of such Registration Statement and any amendment(s) thereto,
including financial statements and schedules, all documents incorporated therein
by  reference  and  all  exhibits,  the prospectus included in such Registration
Statement  (including  each


                                        3
<PAGE>
preliminary prospectus) and, with regards to such Registration Statement(s), any
correspondence by or on behalf of the Company to the SEC or the staff of the SEC
and  any  correspondence  from the SEC or the staff of the SEC to the Company or
its  representatives; (ii) upon the effectiveness of any Registration Statement,
the  Company  shall make available copies of the prospectus, via EDGAR, included
in  such  Registration Statement and all amendments and supplements thereto; and
(iii)  such  other  documents,  including  copies  of  any  preliminary or final
prospectus, as the Investor may reasonably request from time to time in order to
facilitate  the  disposition  of  the  Registrable  Securities.

     (D)  The  Company shall use commercially reasonable efforts to (I) register
and  qualify  the  Registrable  Securities covered by the Registration Statement
under  such  other  securities  or  "blue sky" laws of such states in the United
States  as  any  Investor  reasonably  requests;  (II) prepare and file in those
jurisdictions,  such  amendments  (including  post-effective  amendments)  and
supplements  to  such  registrations  and  qualifications as may be necessary to
maintain  the  effectiveness  thereof during the Registration Period; (III) take
such  other  actions  as  may  be  necessary  to maintain such registrations and
qualifications  in  effect at all times during the Registration Period, and (IV)
take  all  other  actions  reasonably  necessary  or  advisable  to  qualify the
Registrable  Securities  for sale in such jurisdictions; provided, however, that
the  Company  shall  not  be  required in connection therewith or as a condition
thereto  to  (X)  qualify  to do business in any jurisdiction where it would not
otherwise  be  required  to  qualify  but  for this Section 3(d), or (Y) subject
itself  to general taxation in any such jurisdiction. The Company shall promptly
notify  each  Investor  who  holds  Registrable Securities of the receipt by the
Company  of  any notification with respect to the suspension of the registration
or  qualification  of  any  of  the  Registrable  Securities  for sale under the
securities  or  "blue  sky" laws of any jurisdiction in the United States or its
receipt  of actual notice of the initiation or threatening of any proceeding for
such  purpose.

     (E)  As  promptly  as  practicable  after becoming aware of such event, the
Company  shall  notify  Investor  in  writing of the happening of any event as a
result  of  which the prospectus included in the 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 ("Registration Default") and use all diligent efforts to promptly
                 --------------------
prepare  a  supplement  or amendment to such Registration Statement and take any
other  necessary  steps  to  cure  the  Registration  Default,  (which,  if such
Registration  Statement is on Form S-3, may consist of a document to be filed by
the  Company  with  the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the
1934  Act  (as  defined  below)  and  to  be  incorporated  by  reference in the
prospectus)  to  correct  such  untrue statement or omission, and make available
copies  of such supplement or amendment to each Investor. The Company shall also
promptly  notify  Investor (i) when a prospectus or any prospectus supplement or
post-effective  amendment has been filed, and when the Registration Statement or
any  post-effective  amendment  has  become  effective (the Company will prepare
notification  of  such effectiveness which shall be delivered to the Investor on
the  same  day  of  such effectiveness and by overnight mail), additionally, the
Company will promptly provide to the Investor, a copy of the effectiveness order
prepared  by  the SEC once it is received by the Company; (ii) of any request by
the  SEC  for amendments or supplements to the Registration Statement or related
prospectus  or  related  information,  (iii)  of  the  Company's  reasonable
determination  that  a  post-effective  amendment  to the Registration Statement
would  be appropriate, (iv) in the event the Registration Statement is no longer
effective,  or  (v)  if  Registration  Statement  is  stale  as  a result of the
Company's  failure  to  timely  file  its  financials  or otherwise. The Company
acknowledges  that  its failure to cure the Registration Default within ten (10)
business  days  will cause the Investor to suffer damages in an amount that will
be difficult to ascertain. Accordingly, the parties agree that it is appropriate
to  include  a  provision  for  liquidated  damages.  The  parties


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<PAGE>
acknowledge  and  agree  that the liquidated damages provision set forth in this
section  represents the parties' good faith effort to quantify such damages and,
as  such,  agree  that  the  form  and  amount  of  such  liquidated damages are
reasonable and will not constitute a penalty. It is the intention of the parties
that  interest payable under any of the terms of this Agreement shall not exceed
the  maximum  amount permitted under any applicable law. If a law, which applies
to this Agreement which sets the maximum interest amount, is finally interpreted
so  that  the  interest  in connection with this Agreement exceeds the permitted
limits,  then: (1) any such interest shall be reduced by the amount necessary to
reduce  the  interest to the permitted limit; and (2) any sums already collected
(if  any) from the Company which exceed the permitted limits will be refunded to
the  Company. The Investor may choose to make this refund by reducing the amount
that  the Company owes under this Agreement or by making a direct payment to the
Company.  If a refund reduces the amount that the Company owes the Investor, the
reduction  will  be  treated as a partial payment. In case any provision of this
Agreement  is held by a court of competent jurisdiction to be excessive in scope
or  otherwise  invalid or unenforceable, such provision shall be adjusted rather
than  voided,  if  possible,  so  that  it  is enforceable to the maximum extent
possible,  and  the  validity  and enforceability of the remaining provisions of
this  Agreement  will  not  in  any  way  be  affected  or  impaired  thereby.

     (F)  The  Company  shall use commercially reasonable efforts to prevent the
issuance  of  any  stop  order  or  other  suspension  of  effectiveness  of the
Registration  Statement,  or  the  suspension of the qualification of any of the
Registrable  Securities  for  sale  in any jurisdiction and, if such an order or
suspension  is  issued,  to obtain the withdrawal of such order or suspension at
the  earliest  possible  moment and to notify the Investor who holds Registrable
Securities  being sold 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)  The  Company  shall  permit  the  Investor  and one (1) legal counsel,
designated  by  the  Investor,  to  review  and  comment  upon  the Registration
Statement  and  all amendments and supplements thereto at least one (1) calendar
day  prior  to  their  filing  with  the  SEC.
     However,  any  postponement  of a filing of a Registration Statement or any
postponement  of a request for acceleration or any postponement of the effective
date  or  effectiveness  of  a  Registration Statement by written request of the
Investor  (collectively,  the  "Investor's  Delay") shall not act to trigger any
penalty  of  any  kind,  or  any  cash  amount due or any in-kind amount due the
Investor  from  the  Company  under any and all agreements of any nature or kind
between  the Company and the Investor. The event(s) of an Investor's Delay shall
act  to  suspend  all obligations of any kind or nature of the Company under any
and all agreements of any nature or kind between the Company and the Investor. .

     (H)  At  the  request  of  the  Investor,  the  Company  shall  cause to be
furnished  to  Investor,  on  the  date of the effectiveness of the Registration
Statement,  a  legal  opinion,  in  form  and substance reasonably acceptable to
Investor's  counsel,  dated as of such date, of counsel representing the Company
for  purposes  of  such  Registration  Statement.

     (I)  The  Company  shall  hold in confidence and not make any disclosure of
information  concerning a 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


                                        5
<PAGE>
concerning  a  Investor  is  sought  in  or  by  a court or governmental body of
competent  jurisdiction  or  through  other means, give prompt written notice to
such  Investor  and allow such Investor, at the Investor's expense, to undertake
appropriate  action  to  prevent  disclosure of, or to obtain a protective order
for,  such  information.

     (J)  The  Company  shall  use  commercially  reasonable efforts to maintain
designation  and  quotation  of  all  the  Registrable Securities covered by any
Registration  Statement  on  the  Principal  Market.  If,  despite the Company's
commercially  reasonable  efforts, the Company is unsuccessful in satisfying the
preceding  sentence,  it  shall use commercially reasonable efforts to cause all
the Registrable Securities covered by any Registration Statement to be listed on
each  other national securities exchange and automated quotation system, if any,
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 system. 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 facilitate the prompt
preparation and delivery of certificates representing the Registrable Securities
to  be  offered  pursuant  to  the  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  after  any  sales  of such Registrable
Securities  by  the  Investor,  such  certificates  not  bearing any restrictive
legend).

     (L)  The  Company  shall  provide  a transfer agent for all the Registrable
Securities not later than the effective date of the first Registration Statement
filed  pursuant  hereto.

     (M)  If  requested  by  the  Investor,  the  Company  shall  (I) as soon as
reasonably  practical  incorporate  in a prospectus supplement or post-effective
amendment  such  information  as  such  Investor reasonably determines should be
included  therein  relating  to  the  sale  and  distribution  of  Registrable
Securities,  including,  without  limitation,  information  with  respect to the
offering  of  the  Registrable Securities to be sold in such offering; (II) make
all  required  filings of such prospectus supplement or post-effective amendment
as  soon  as  reasonably  possible  after  being  notified  of the matters to be
incorporated  in  such  prospectus  supplement  or post-effective amendment; and
(III)  supplement or make amendments to any Registration Statement if reasonably
requested  by  such  Investor.

     (N)  The  Company  shall  use  commercially reasonable 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.

     (O)  The  Company  shall  otherwise  use commercially reasonable efforts to
comply  with  all applicable rules and regulations of the SEC in connection with
any  registration  hereunder.

     (P)  Within  one  (1)  business  day after the Registration Statement which
includes  Registrable  Securities  is declared effective by the SEC, the Company
shall 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.

     (Q)  The  Company  shall  take  all  other  reasonable actions necessary to
expedite  and  facilitate  disposition by the Investor of Registrable Securities
pursuant  to  the  Registration  Statement.


                                        6
<PAGE>
SECTION 4. OBLIGATIONS OF THE INVESTOR.
           ---------------------------

     (A)  At  least five (5) calendar days prior to the first anticipated filing
date  of  the  Registration  Statement  the Company shall notify the Investor in
writing  of  the  information  the  Company  requires from Investor if  Investor
elects  to  have any of the Registrable Securities included in such Registration
Statement.  It  shall be a condition precedent to the obligations of the Company
to  complete  the  registration  pursuant  to this Agreement with respect to the
Registrable  Securities of the Investor and Investor shall furnish in writing to
the  Company  such information regarding itself, the Registrable Securities held
by  it and the intended method of disposition of the Registrable Securities held
by  it  as  shall  reasonably  be  required  to  effect the registration of such
Registrable  Securities and shall execute such documents in connection with such
registration  as  the  Company  may  reasonably request.  Investor covenants and
agrees  that,  in  connection  with  any  sale  of  Registrable Securities by it
pursuant  to  the  Registration  Statement,  it  shall  comply with the "Plan of
Distribution"  section  of  the current prospectus relating to such Registration
Statement.

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

     (C)  The  Investor  agrees  that,  upon  receipt of written 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),  such  Investor  will  immediately  discontinue
disposition  of Registrable Securities pursuant to any Registration Statement(s)
covering  such Registrable Securities until Investor's  receipt  of  the  copies
of  the  supplemented  or  amended  prospectus  contemplated  by Section 3(f) or
the  first  sentence  of  3(e)

SECTION 5. EXPENSES OF REGISTRATION.
           ------------------------

     All  expenses,  other than underwriting discounts and commissions and other
than  as  set  forth  in  the  Investment Agreement, incurred in connection with
registrations including comments, filings or qualifications pursuant to Sections
2  and  3,  including,  without  limitation,  all  registration,  listing  and
qualifications fees, printing and accounting fees, and fees and disbursements of
counsel  for  the  Company  or  for  the  Investor shall be paid by the Company.

SECTION 6. INDEMNIFICATION.
           ---------------

     In  the  event  any Registrable Securities are included in the Registration
Statement  under  this  Agreement:

     (A)  To  the  fullest extent permitted by law, the Company will, and hereby
does,  indemnify,  hold  harmless  and  defend  Investor  who  holds Registrable
Securities,  the  directors,  officers,  partners,  employees,  counsel, agents,
representatives  of,  and each Person, if any, who controls, any Investor within
the  meaning  of the 1933 Act or the Securities Exchange Act of 1934, as amended
(the  "1934  Act")  (each, an "Indemnified Person"), against any losses, claims,
       ---------               ------------------
damages,  liabilities,  judgments,  fines, penalties, charges, costs, attorneys'
fees,  amounts  paid  in settlement or expenses, joint or several (collectively,
"Claims"),  incurred in investigating, preparing or defending any action, claim,
 ------


                                        7
<PAGE>
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 the
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 the Investor has requested
in  writing that the Company register or qualify the Shares ("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, in light of the
circumstances under which the statements therein were made, not misleading, (II)
any untrue statement or alleged untrue statement of a material fact contained in
the  final  prospectus  (as  amended  or  supplemented, if the Company files any
amendment thereof or supplement thereto with the SEC) or the omission or alleged
omission  to  state  therein  any material fact necessary to make the statements
made  therein,  in light of the circumstances under which the statements therein
were  made,  not  misleading, 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 thereunder
relating  to  the  offer  or  sale of the Registrable Securities pursuant to the
Registration  Statement  (the matters in the foregoing clauses (i) through (iii)
being,  collectively,  "Violations").  Subject  to the restrictions set forth in
                        ----------
Section  6(c) the Company shall reimburse the Investor and each such controlling
person,  promptly as such expenses are incurred and are due and payable, for any
reasonable  legal  fees  or  other  reasonable  expenses  incurred  by  them  in
connection  with  investigating  or  defending  any  such Claim. Notwithstanding
anything  to  the  contrary  contained  herein,  the  indemnification  agreement
contained in this Section 6(a): (I) shall not apply to a Claim arising out of or
based  upon  a  Violation  which  is  due  to  the inclusion in the Registration
Statement  of the information furnished to the Company by any Indemnified Person
expressly  for  use  in  connection  with  the  preparation  of the Registration
Statement or any such amendment thereof or supplement thereto; (II) shall not be
available  to the extent such Claim is based on (A) a failure of the Investor to
deliver or to cause to be delivered the prospectus made available by the Company
or  (B)  the  Indemnified  Person's use of an incorrect prospectus despite being
promptly  advised in advance by the Company in writing not to use such incorrect
prospectus;  (III)  any  claims  based  on the manner of sale of the Registrable
Securities  by the Investor or of the Investor's failure to register as a dealer
under  applicable  securities  laws; (IV) any omission of the Investor to notify
the  Company  of  any  material  fact  that should be stated in the Registration
Statement  or prospectus relating to the Investor or the manner of sale; and (V)
any  amounts  paid  in  settlement  of  any Claim if such settlement is effected
without  the  prior  written  consent of the Company, which consent shall not be
unreasonably  withheld.  Such  indemnity  shall  remain in full force and effect
regardless  of  any investigation made by or on behalf of the Indemnified Person
and  shall  survive  the  resale  of  the Registrable Securities by the Investor
pursuant  to  the  Registration  Statement.

     (B)  In  connection  with  any  Registration Statement in which Investor is
participating, Investor agrees to severally and jointly indemnify, hold harmless
and defend, to the same extent and in the same manner as is set forth in Section
6(a),  the  Company,  each  of its directors, each of its officers who signs the
Registration Statement, each Person, if any, who controls the Company within the
meaning  of  the 1933 Act or the 1934 Act and the Company's agents (collectively
and  together  with  an Indemnified Person, an "Indemnified Party"), against any
                                                -----------------
Claim  or Indemnified Damages to which any of them may become subject, under the
1933  Act,  the  1934  Act  or  otherwise,  insofar as such Claim or Indemnified
Damages  arise  out  of  or  are  based  upon any Violation, in each case to the
extent,  and  only to the extent, that such Violation is due to the inclusion in
the  Registration  Statement of the written information furnished to the Company
by  such


                                        8
<PAGE>
Investor  expressly for use in connection with such Registration Statement; and,
subject  to  Section  6(c),  such  Investor  will  reimburse  any legal or other
expenses  reasonably  incurred  by  them  in  connection  with  investigating or
defending  any  such  Claim;  provided,  however,  that  the indemnity agreement
contained  in  this  Section 6(b) and the agreement with respect to contribution
contained  in  Section  7  shall  not apply to amounts paid in settlement of any
Claim  if  such settlement is effected without the prior written consent of such
Investor,  which  consent shall not be unreasonably withheld; provided, further,
however, that the Investor shall be liable under this Section 6(b) for only that
amount  of a Claim or Indemnified Damages as does not exceed the net proceeds to
such Investor as a result of the sale of Registrable Securities pursuant to such
Registration  Statement.  Such  indemnity  shall remain in full force and effect
regardless  of  any investigation made by or on behalf of such Indemnified Party
and  shall  survive  the  resale  of  the Registrable Securities by the Investor
pursuant to the Registration Statement. Notwithstanding anything to the contrary
contained  herein,  the indemnification agreement contained in this Section 6(b)
with respect to any preliminary prospectus shall not inure to the benefit of any
Indemnified Party if the untrue statement or omission of material fact contained
in  the  preliminary  prospectus  were  corrected  on  a  timely  basis  in  the
prospectus,  as  then  amended  or  supplemented. This indemnification provision
shall  apply  separately  to  each Investor and liability hereunder shall not be
joint  and  several.

     (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 to be paid by the indemnifying party, if, in
the  reasonable  opinion  of  counsel  retained  by  the  Indemnified  Person or
Indemnified  Party,  the  representation by 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  indemnifying  party  shall pay for only one (1) separate legal
counsel  for  the Indemnified Persons or the Indemnified Parties, as applicable,
and such counsel shall be selected by the Investor, if the Investor are entitled
to  indemnification  hereunder,  or  the  Company, if the Company is entitled to
indemnification  hereunder,  as applicable. 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  appraised  at  all  times  as to the status of the defense or any
settlement  negotiations  with  respect  thereto. No indemnifying party shall be
liable  for  any  settlement of any action, claim or proceeding effected without
its  written  consent,  provided, however, that the indemnifying party shall not
unreasonably  withhold,  delay  or  condition its consent. No indemnifying party
shall,  without  the  consent  of  the  Indemnified Party or Indemnified Person,
consent  to  entry  of  any  judgment  or  enter  into  any  settlement or other
compromise which does not include as an unconditional term thereof the giving by
the  claimant  or plaintiff to such Indemnified Party or Indemnified Person of a
release  from  all liability in respect to such Claim. Following indemnification
as  provided  for  hereunder,  the indemnifying party shall be surrogated to all
rights  of the Indemnified Party or Indemnified Person with respect to all third
parties,  firms  or  corporations  relating  to  the


                                        9
<PAGE>
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  indemnity agreements contained herein shall be in addition to (I)
any  cause  of  action  or similar right of the Indemnified Party or Indemnified
Person  against  the  indemnifying party or others, and (II) any liabilities the
indemnifying  party  may  be  subject  to  pursuant  to  the  law.


SECTION 7. CONTRIBUTION.
           ------------

     To the extent any indemnification by an indemnifying party is prohibited or
limited  by  law, the indemnifying party agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section
6  to  the  fullest  extent  permitted  by  law; provided, however, that: (I) no
contribution  shall  be  made under circumstances where the maker would not have
been  liable  for indemnification under the fault standards set forth in Section
6;  (II)  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 (III) 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.

SECTION 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 other similar rule or regulation of the
SEC  that  may at any time permit the Investor to sell securities of the Company
to  the  public  without  registration  ("Rule 144"). provided that the Investor
                                          --------
holds any Registrable Securities are eligible for resale under Rule 144 (k), 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  5(c)  of  the
Investment  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,  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.

SECTION 9. NO ASSIGNMENT OF REGISTRATION RIGHTS.
           ------------------------------------


                                       10
<PAGE>
     The rights under this Agreement shall not be assignable.


SECTION 10. AMENDMENT OF REGISTRATION RIGHTS.
            --------------------------------

     Provisions  of  this Agreement may be amended only with the written consent
of  the  Company  and  Investor.

     SECTION 11. MISCELLANEOUS.
                 -------------

     (A)  Any  notices or other communications required or permitted to be given
under the terms of this Agreement that must be in writing will be deemed to have
been  delivered  (I) upon receipt, when delivered personally; (II) upon receipt,
when  sent by facsimile (provided a confirmation of transmission is mechanically
or electronically generated and kept on file by the sending party); or (III) one
(1)  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:

          Proton Laboratories
          1135 Atlantic Avenue, Suite 101
          Alameda, CA 94501
          Telephone: (510) 865-6412
          Facsimile:
                     --------------

          If to the Investor:

               Dutchess Private Equities Fund, LP
               50 Commonwealth Ave, Suite 2
               Boston, MA 02116
               Telephone:  617-301-4700
               Facsimile:  617-249-0947

     Each  party  shall provide five (5) business days prior notice to the other
party of any change in address, phone number or facsimile number.

     (B)  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.

     (C)  The  laws of the Commonwealth of Massachusetts shall govern all issues
arising  from  or  related to this Agreement without regard to the principles of
conflict  of  laws.  Each  party  hereby  irrevocably  submits  to the exclusive
jurisdiction  of  the  state  and  federal courts sitting in the City of Boston,
County  of  Suffolk,  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


                                       11
<PAGE>
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.

     (D)  This  Agreement  and  the Transaction  Documents 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.

     (E)  This  Agreement  and  the  Transaction  Documents supersede all  prior
agreements  and  understandings  among  the  parties  hereto with respect to the
subject  matter  hereof  and  thereof.

     (F)  The  headings  in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof. Whenever required by
the  context  of  this  Agreement,  the  singular  shall  include the plural and
masculine  shall  include the feminine. This Agreement shall not be construed as
if  it had been prepared by one of the parties, but rather as if all the parties
had  prepared  the  same.

     (G)  This  Agreement may be executed in two or more 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.

     (H)  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.

SECTION 12. DISPUTES SUBJECT TO ARBITRATION GOVERNED BY MASSACHUSETTS LAW
            -------------------------------------------------------------

     All  disputes  arising  under  this  agreement  shall  be  governed  by and
interpreted  in  accordance  with the laws of the Commonwealth of Massachusetts,
without  regard to principles of conflict of laws. The parties to this agreement
will  submit all disputes arising under this agreement to arbitration in Boston,
Massachusetts before a single arbitrator of the American Arbitration Association
("AAA").  The  arbitrator  shall  be selected by application of the rules of the
AAA, or by mutual agreement of the parties, except that such arbitrator shall be
an  attorney  admitted  to practice law in the Commonwealth of Massachusetts. No
party  to  this agreement will challenge the jurisdiction or venue provisions as
provided  in  this  section.

SECTION 13. WAIVER OF JURY TRIAL.
            ---------------------

AS  A  MATERIAL INDUCEMENT FOR EACH PARTY HERETO TO ENTER INTO THIS WARRANT, THE
PARTIES  HERETO  HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
RELATED  IN  ANY  WAY  TO THIS WARRANT AND/OR ANY AND ALL OF THE OTHER DOCUMENTS
ASSOCIATED  WITH  THIS  TRANSACTION.

                                      * * *


                                       12
<PAGE>
                                 SIGNATURE PAGE OF REGISTRATION RIGHTS AGREEMENT


Your  signature  on  this Signature Page evidences your agreement to be bound by
the terms and conditions of the Investment Agreement and the Registration Rights
Agreement  as  of  the  date  first  written  above.

The  undersigned signatory hereby certifies that he has read and understands the
Registration  Rights  Agreement, and the representations made by the undersigned
in  this  Registration  Rights Agreement are true and accurate, and agrees to be
bound  by  its  terms.


                                        DUTCHESS PRIVATE EQUITIES FUND, L.P.,
                                        BY ITS GENERAL PARTNER,
                                        DUTCHESS CAPITAL MANAGEMENT, LLC



                                        By:
                                           -------------------------------------
                                        Douglas H. Leighton, Managing Member


PROTON LABORATORIES, INC.

By
  ---------------------------------------
Edward Alexander, Chief Executive Officer


                                       13