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

     REGISTRATION  RIGHTS  AGREEMENT (this "Agreement"), dated as of December 8,
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2005,  by  and  between  ZANN  CORP.,  a Nevada corporation (the "Company"), and
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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
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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
$0.001  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  Five  Million  Dollars  ($5,000,000).

     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
"Securities  Act"),  and  applicable  state  securities  laws.
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     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.
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     All  capitalized  terms  used  in  this  Agreement  shall  have the meaning
assigned  to them in the Standby Equity Distribution Agreement, unless otherwise
indicated.

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

          a.     Mandatory  Registration.  The  Company  shall  prepare and file
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with  the  SEC a Registration Statement on Form 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.  The Company
shall  cause  the  Registration  Statement  to  remain  effective until the full
completion  of  the  Commitment  Period.

          b.     Sufficient  Number  of  Shares  Registered.  In  the  event the
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number  of  shares  available  under  a Registration Statement filed pursuant to
Section 2(a) is insufficient to cover all of the Registrable Securities 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 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 its reasonable best efforts
to  cause  such  amendment  and/or  new  Registration  Statement  to


<PAGE>
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.

     2.   RELATED  OBLIGATIONS.
          --------------------

          a.     The  Company  shall  keep  the Registration Statement effective
pursuant  to Rule 415 at all times until the completion of the Commitment Period
(as  such  term  is  defined  in the Standby Equity Distribution Agreement) (the
"Registration  Period"),  which Registration Statement (including any amendments
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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  Securities  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 Securities 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  "Exchange  Act"),  the  Company  shall  have
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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 Exchange 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  reasonable  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


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<PAGE>
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 reasonably 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 reasonable  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.     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
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records,  and  pertinent  corporate  documents  and  properties  of  the Company
(collectively,  the  "Records"), as shall be reasonably deemed necessary by each
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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


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<PAGE>
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 misstatement or omission in
any  Registration  Statement  or is otherwise required under the Securities 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.

          h.     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.

          i.     The  Company  shall  use  its reasonable 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).

          j.     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.

          k.     The  Company shall use its reasonable 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.


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<PAGE>
          l.     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  Securities  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.

          m.     The  Company shall otherwise use its reasonable best efforts to
comply  with  all applicable rules and regulations of the SEC in connection with
any  registration  hereunder.

          n.     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.
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          o.     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.

     3.   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.

     4.   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.

     5.   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,


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<PAGE>
agents,  representatives  of, and each Person, if any, who controls the Investor
within  the  meaning  of  the  Securities  Act  or  the  Exchange  Act (each, an
"Indemnified  Person"),  against  any  losses,  claims,  damages,  liabilities,
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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
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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
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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 Securities Act, the Exchange 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
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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 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 any Indemnified Person
expressly  for  use  in  connection  with  the  preparation  of the Registration
Statement  or any such amendment thereof or supplement thereto or as a result of
any  Indemnified  Person's  bad  faith  or  willful misconduct; (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 gross proceeds to the Company as a result of the sale of
its  securities  pursuant  to  the  Transaction Documents.  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


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<PAGE>
Securities  Act  or  the Exchange Act (each an "Indemnified Party"), against any
                                                -----------------
Claim  or Indemnified Damages to which any of them may become subject, under the
Securities  Act,  the  Exchange  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 or as
a  result  of  any  Indemnified  Person's  bad faith or willful misconduct; 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 gross 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  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


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<PAGE>
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 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.

     6.   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 seller
of  Registrable  Securities  guilty  of fraudulent misrepresentation (within the
meaning  of  Section  11(f)  of  the  Securities  Act)  or  bad faith or willful
misconduct  shall  be  entitled  to  contribution from any seller of Registrable
Securities  who  was  not guilty of fraudulent misrepresentation or bad faith or
willful  misconduct;  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.

     7.   REPORTS  UNDER  THE  EXCHANGE  ACT.
          ----------------------------------

     With  a  view  to making available to the Investor the benefits of Rule 144
promulgated  under  the  Securities 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 Securities Act and the Exchange 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


                                        8
<PAGE>
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
Securities  Act  and  the Exchange 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.


     8.   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.

     9.   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:         Zann Corp.
                               1549 N. Leroy Street, Suite D-200
                               Fenton, MI 48430
                               Attention:  Robert Simpson
                               Telephone:  (810) 714-2978
                               Facsimile:  (810) 714-3524


                                        9
<PAGE>
With a copy to:                Wilson Sonsini Goodrich & Rosati
                               12235 El Camino Real, Suite 200
                               San Diego, CA 92130
                               Martin Waters, Esq.
                               Telephone:   858-350-2300
                               Facsimile:   858-350-2399

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 a copy to:                Cornell Capital Partners, LP
                               101 Hudson Street - Suite 3700
                               Jersey City, NJ  07302
                               Attention:  David Gonzalez, Esq.
                               Telephone:  (201) 985-8300
                               Facsimile:  (201) 985-8266


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.

          c.     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.

          d.     The  corporate laws of the State of New Jersey 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


                                       10
<PAGE>
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.

          e.     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.

          f.     This  Agreement  shall  inure  to the benefit of and be binding
upon the permitted successors and assigns of each of the parties hereto.

          g.     The headings in this Agreement are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.

          h.     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.

          i.     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.

          j.     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.


                                       11
<PAGE>
          k.     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]


                                       12
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  have  caused  this Registration Rights
Agreement to be duly executed as of day and year first above written.


                                        ZANN CORP.

                                        By:
                                           -------------------------------------
                                        Name:  Robert Simpson
                                        Title: President


                                        CORNELL CAPITAL PARTNERS, LP

                                        BY:   YORKVILLE ADVISORS, LLC
                                        ITS:  GENERAL PARTNER

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


                                       13
<PAGE>
                                    EXHIBIT A
                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT



Attention:

          Re:     ZANN  CORP.
                  -----------

Ladies  and  Gentlemen:

     We  are  counsel  to  Zann  Corp. (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 $0.001 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 "Securities 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 Securities 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 Securities Act pursuant to the
Registration  Statement.

                                        Very truly yours,



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

cc:   CORNELL CAPITAL PARTNERS, LP