Filed by Automated Filing Services Inc. (604) 609-0244 - Aegis Industries , Inc. - Exhibit 10.2






Exhibit 10.2 

[FORM OF] REGISTRATION RIGHTS AGREEMENT
  

          This
Registration Rights Agreement (the “Agreement”) is made and entered into
as of the __ day of May, 2007 (the “Effective Date”) between Aegis
Industries, Inc., a Nevada corporation (the “Company”), and Thomas Keenan
Ventures, LLC, a Delaware limited liability company (the “Investor”).


RECITALS: 

          A.           The
Investor has acquired shares of the Company’s common stock, par value $0.001 per
share, pursuant to a certain Agreement and Plan of Merger, dated as of the date
hereof (the “Merger Agreement”) between the Company, Aegis Merger Corp.,
a wholly-owned subsidiary of the Company, Z5 Technologies LLC, a Delaware
limited liability company (“Z5”), and the Investor. 

          B.           This
Agreement is a condition to the obligation of the Investor and Z5 to consummate
the transactions contemplated by the Merger Agreement. 

          C.           The
Company and the Investor desire to set forth the registration rights and certain
transfer restrictions to be granted by the Company to the Investor. 

          NOW,
THEREFORE, in consideration of the mutual promises, representations, warranties,
covenants, and conditions set forth herein and in the Merger Agreement, the
parties mutually agree as follows: 

AGREEMENT: 

          1.           Certain
Definitions: As used in this Agreement, the following terms have the
following respective meanings: “Affiliate” shall have the meaning
provided for in the Securities Act. 

          “Blackout
  Period” means, only during such period that any Holder is an Affiliate
  of the Company, with respect to a registration, a period not in excess of sixty
  (60) calendar days in any calendar year during which the Company, in the good
  faith judgment of its Board of Directors, determines (because of the existence
  of, or in anticipation of, any acquisition, financing activity or other transaction
  involving the Company, or the unavailability for reasons beyond the Company’s
  control of any required financial statements, disclosure of information which
  is in its best interest not to publicly disclose, or any other event or condition
  of similar significance to the Company) that the registration and distribution
  of the Registrable Securities to be covered by such registration statement,
  if any, would be seriously detrimental to the Company and its stockholders.

          
“Commission” means the Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act. 




          “Common
Stock” means the common stock, par value $0.001 per share, of the Company
and any and all shares of capital stock or other equity securities of: (i) the
Company which are added to or exchanged or substituted for the Common Stock by
reason of the declaration of any stock dividend or stock split, the issuance of
any distribution or the reclassification, readjustment, recapitalization or
other such modification of the capital structure of the Company; and (ii) any
other corporation, now or hereafter organized under the laws of any state or
other governmental authority, with which the Company is merged, which results
from any consolidation or reorganization to which the Company is a party, or to
which is sold all or substantially all of the shares or assets of the Company,
if after such merger, consolidation, reorganization or sale, the Company or the
stockholders of the Company own equity securities having in the aggregate more
than 50% of the total voting power of such other corporation. 

          “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the Commission promulgated thereunder. 

          
“Holder” means the Investor or any of the Investor’s respective
successors and Permitted Assigns who acquire rights in accordance with this
Agreement with respect to the Registrable Securities directly or indirectly from
such Investor, including from any Permitted Assignee. 

          The
terms “register”, “registered” and “registration” refers to
a registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement. 

          “Registrable
Securities” means shares of Common Stock issued to the Investor pursuant to
the Merger Agreement, excluding: (i) any Registrable Securities that have
been publicly sold or may be sold immediately without registration under the
Securities Act either pursuant to Rule 144 of the Securities Act or otherwise;
(ii) any Registrable Securities sold by a person in a transaction pursuant to a
registration statement filed under the Securities Act; or (iii) any Registrable
Securities which are at the time subject to an effective registration statement
under the Securities Act.

          “Securities
Act” means the Securities Act of 1933, as amended, or any similar
federal statute promulgated in replacement thereof, and the rules and
regulations of the Commission thereunder, all as the same are in effect at the
time. 

          2.           Term.
This Agreement shall commence upon the Effective Date are remain in full force
and effect for a period of two (2) years from the Effective Date and
thereafter through the end of the Effectiveness Period (the “Term”). 

          3.           Registration.
The Company agrees that 

                         (a)           it
will file a registration statement covering the resale of the Registrable
Securities on the date that is the earlier of: (a) six months after the date
that the registration statement related to the resale of the shares of common
stock underlying all of the securities that have been or will be sold in
connection with the Private Financing (as such term is defined in the Merger
Agreement) has been declared effective by the Commission, or (b) the first
anniversary of the Effective Date (the “Filing Deadline”); and

                         (b)           it
will use its commercially reasonable efforts, and will cooperate fully with the
Commission, to cause such registration statement to be declared effective by the
Commission 

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within sixty (60) days after the Filing Deadline (the
“Registration Deadline”), provided, however, that the
Company is not obligated to effect any such registration, qualification or
compliance pursuant to this Section 3, or keep such registration effective
pursuant to Section 4: (i) in any particular jurisdiction in which the Company
would be required to qualify to do business as a foreign corporation or as a
dealer in securities under the securities or “blue sky” laws of such
jurisdiction or to execute a general consent to service of process in effecting
such registration, qualification or compliance, in each case where it has not
already done so; or (ii) during any Blackout Period. 

          4.           Registration
Procedures. 

                         (a)      in
the case of the registration, qualification or compliance effected by the
Company pursuant to Section 3 hereof, the Company will keep each Holder
reasonably advised in writing as to the initiation of each registration,
qualification and compliance and as to the completion thereof. With respect to
any registration statement filed pursuant to Section 3, the Company shall: 

                                        (i)      prepare
and file with the Commission with respect to such Registrable Securities, a
registration statement on any form which (a) the Company then qualifies for, (b)
counsel for the Company deems appropriate, and (c) is available for the resale
of the Registrable Securities in accordance with the intended method(s) of
distribution thereof; provided that no later than five (5) business days
before filing with the Commission a registration statement or prospectus or any
amendments or supplements thereto, including documents incorporated by reference
after the initial filing of any registration statement, the Company must (a)
furnish to the underwriters, if any, and to Investor’s counsel
(“Investor’s Counsel”) copies of all such documents proposed to be
filed (excluding any exhibits other than applicable underwriting documents), in
substantially the form proposed to be filed, which documents are subject to the
review of the underwriters and such counsel, and (b) notify each Holder of
Registrable Securities covered by such registration statement of any stop order
issued or threatened by the Commission and take all reasonable actions required
to prevent the entry of such stop order or to remove it if entered; 

                                        (ii)      cause
such registration statement to become effective prior to the Registration
Deadline and remain effective at least for a period ending with the first to
occur of (i) the sale of all Registrable Securities covered by the registration
statement, or (ii) the availability under Rule 144 for the Holders to
immediately freely resell without restriction all Registrable Securities covered
by the registration statement (the “Effectiveness Period”); 

                                        (iii)     
if a registration statement is subject to review by the Commission, promptly
respond to all comments and diligently pursue resolution of any comments to the
satisfaction of the Commission; 

                                        (iv)      prepare
and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may be
necessary to keep such registration statement effective during the Effectiveness
Period and comply with the provisions of the Securities Act with respect to the
disposition of all 

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securities covered by such registration statement during such
period in accordance with the intended method(s) of disposition by the sellers
thereof set forth in such registration statement; 

                                        (v)     
furnish, without charge, to the Holder one (1) signed copy of such registration
statement (excluding any exhibits thereto other than applicable underwriting
documents), each amendment and supplement thereto (including one (1) conformed
copy to each Holder and one (1) signed copy to each managing underwriter and in
each case including all exhibits thereto), and such number of copies of the
prospectus included in such registration statement (including each preliminary
prospectus and any other prospectus filed under Rule 424 under the Securities
Act) as such Holders may request, in conformity with the requirements of the
Securities Act, and such other documents as such Holder may reasonably request
in order to facilitate the disposition of the Registrable Securities owned by
such Holder, but only during the Effectiveness Period; 

                                        (vi)     
register or qualify such Registrable Securities under such other applicable
securities or blue sky laws of such jurisdictions as any Holder, and
underwriter, if any, of Registrable Securities covered by such registration
statement as may be necessary for the marketability of the Registrable
Securities (such request to be made by the time the applicable registration
statement is deemed effective by the Commission) and do any and all other acts
and things which may be reasonably necessary or advisable to enable such Holder
and each underwriter, if any; provided that the Company is not required
to (a) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this Section 4(a)(vi), (b) register as
a securities dealer, or (c) subject itself to taxation in any such jurisdiction;


                                        (vii)      immediately
notify each Holder in writing of any event which causes the prospectus included
in such registration statement to contain an untrue statement of a material fact
or omit any material fact required to be stated therein or necessary to make the
statements therein not misleading and promptly prepare and furnish to such
Holder a supplement or amendment to such prospectus (or prepare and file
appropriate reports under the Exchange Act) so that, as thereafter delivered to
the Investor, such prospectus does not contain an untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, unless suspension of
the use of such prospectus otherwise is authorized herein or in the event of a
Blackout Period, in which case no supplement or amendment need be furnished (or
Exchange Act filing made) until the termination of such suspension or Blackout
Period; and 

                                        (viii)      comply,
and continue to comply during the period that such registration statement is
effective under the Securities Act, in all material respects with the Securities
Act and the Exchange Act and with all applicable rules and regulations of the
Commission with respect to the disposition of all securities covered by such
registration statement. 

                         (b)           Each
Holder agrees that, upon receipt of any written notice from the Company of the
happening of any event of the kind described in Section 4(a)(vii) or of the
commencement of a Blackout Period, such Holder shall discontinue disposition of
Registrable Securities pursuant to the registration statement until such
Holder’s receipt of the copies of the 

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supplemented or amended prospectus contemplated by Section
4(a)(vii) hereof or notice of the end of the Blackout Period, as applicable,
and, if so directed by the Company, such Holder must deliver to the Company all
copies (including, without limitation, any and all drafts), other than permanent
file copies, then in such Holder’s possession, of the prospectus covering such
Registrable Securities current at the time of receipt of such notice. In the
event the Company gives any such notice, the period mentioned in Section 4(a)(i)
hereof is extended by the greater of (i) ten (10) business days or (ii) the
number of days during the period from and including the date of the giving of
such notice pursuant to Section 4(a)(vii) hereof to and including the date when
each Holder of Registrable Securities covered by such registration statement has
received the copies of the supplemented or amended prospectus contemplated by
Section 4(a)(vii) hereof. 

          5.           Registration
Statement Compliance. The registration statement when filed with the
Commission will comply in all material respects with the Securities Act and the
applicable rules and regulations promulgated by the Commission pursuant thereto
and each other document incorporated by reference in the registration statement
will comply in all material respects with the Exchange Act and the applicable
rules and regulations promulgated by the Commission pursuant thereto, and the
registration statement will not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading;
provided, however, that the Company makes no representations or
warranties as to the information contained in or omitted from the registration
statement in reliance upon and in conformity with the information furnished by
any Holder. 

          6.           Registration
Expenses. The Company shall pay all expenses in connection with any
registration, including, without limitation, all registration, filing, stock
exchange and NASD fees, printing expenses, all fees and expenses of complying
with securities or “blue sky” laws, and the fees and disbursements of counsel
for the Company and of its independent accountants, but excluding (i) any
brokerage fees, selling commissions or underwriting discounts incurred by Holder
of Registrable Securities in connection with sales under the registration
statement and (ii) the fees and expenses of a Holder’s Counsel. 

          7.           Assignment
of Rights. No Holder may assign its rights under this Agreement to any party
without the prior written consent of the Company; provided,
however, that a Holder may assign its rights under this Agreement to one
or more Permitted Assignee upon notice to the Company. 

          8.           Information
by Holder. The Holder or Holders of Registrable Securities included in any
registration must furnish to the Company such information regarding such Holder
or Holders and the distribution proposed by such Holder or Holders as the
Company may reasonably request in writing. 

          9.           Indemnification.


                         (a)           In
the event of the offer and sale of Registrable Securities held by Holders under
the Securities Act, the Company must, and hereby agrees to, indemnify and hold
harmless, to the fullest extent permitted by law, each Holder, its directors,
officers, partners, consultants, each other person who participates as an
underwriter in the offering or sale of such securities, 

5




and each other person, if any, who controls or is under common
control with such Holder or any such underwriter within the meaning of Section
15 of the Securities Act, against any losses, claims, damages or liabilities,
joint or several, and expenses to which the Holder or any such director,
officer, partner, consultant or underwriter or controlling person may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages, liabilities or expenses (or actions or proceedings, whether commenced
or threatened, in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in any
registration statement under which such shares were registered under the
Securities Act, any preliminary prospectus, final prospectus or summary
prospectus contained therein, or any amendment or supplement thereto, or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein in light of the
circumstances in which they were made not misleading, and the Company must
reimburse the Holder, and each such director, officer, partner, underwriter and
controlling person for any legal or any other expenses reasonably incurred by
them in connection with investigating, defending or settling any such loss,
claim, damage, liability, action or proceeding; provided that the Company
is not liable in any such case (i) to the extent that any such loss, claim,
damage, liability (or action or proceeding in respect thereof) or expense arises
out of or is based upon an untrue statement or omission from such registration
statement, any such preliminary prospectus, final prospectus, summary
prospectus, amendment or supplement made in reliance upon and in conformity with
written information furnished to the Company by or on behalf of such Holder or
(ii) if the person asserting any such loss, claim, damage, liability (or action
or proceeding in respect thereof) who purchased the Registrable Securities that
are the subject thereof did not receive a copy of an amended preliminary
prospectus or the final prospectus (or the final prospectus as amended or
supplemented) at or prior to the written confirmation of the sale of such
Registrable Securities to such person because of the failure of such Holder or
underwriter to so provide such amended preliminary or final prospectus and the
untrue statement or alleged untrue statement or omission or alleged omission of
a material fact made in such preliminary prospectus was corrected in the amended
preliminary or final prospectus (or the final prospectus as amended or
supplemented). Such indemnity remains in full force and effect regardless of any
investigation made by or on behalf of the Holders, or any such director,
officer, partner, underwriter or controlling person and survives the transfer of
such shares by the Holder. 

                         (b)           As
a condition to including Registrable Securities in a registration statement,
each such Holder agrees to be bound by the terms of this Section 9 and to
indemnify and hold harmless, to the fullest extent permitted by law, the
Company, its directors and officers, its consultants, underwriters and each
other person, if any, who controls the Company within the meaning of Section 15
of the Securities Act, against any losses, claims, damages or liabilities, joint
or several, to which the Company or any such director, officer, consultant or
underwriter or controlling person may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out of
or are based upon any untrue statement in or omission from such registration
statement, any preliminary prospectus, final prospectus or summary prospectus
contained therein, or any amendment or supplement thereto, if such statement or
omission was made in reliance upon and in conformity with written information
furnished to the Company by such Holder, and such Holder must reimburse the
Company, and each such director, officer, and controlling person for any legal
or other expenses reasonably incurred by 

6




them in connection with investigating, defending, or settling
any such loss, claim, damage, liability, action, or proceeding. Such indemnity
remains in full force and effect regardless of any investigation made by or on
behalf of the Company or any such director, officer or controlling person and
shall survive the transfer by any Holder of such shares. 

                         (c)          
Promptly after receipt by an indemnified party of notice of the commencement of
any action or proceeding involving a claim referred to in Sections 9(a) or (b)
hereof (including any governmental action), such indemnified party must, if a
claim in respect thereof is to be made against an indemnifying party, give
prompt written notice to the indemnifying party of the commencement of such
action; provided that the failure of any indemnified party to give notice as
provided herein does not relieve the indemnifying party of its obligations under
Section 9(a) or (b) hereof, except to the extent that the indemnifying party is
actually prejudiced by such failure to give notice. In case any such action is
brought against an indemnified party, unless in the reasonable judgment of
counsel to such indemnified party a conflict of interest between such
indemnified and indemnifying parties may exist or the indemnified party may have
defenses not available to the indemnifying party in respect of such claim, the
indemnifying party is entitled to participate in and to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party and,
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party is not liable
to such indemnified party for any legal or other expenses subsequently incurred
by the latter in connection with the defense thereof, unless in such indemnified
party’s reasonable judgment a conflict of interest between such indemnified and
indemnifying parties arises in respect of such claim after the assumption of the
defenses thereof or the indemnifying party fails to defend such claim in a
diligent manner. Neither an indemnified nor an indemnifying party is liable for
any settlement of any action or proceeding effected without its consent. No
indemnifying party may, without the consent of the indemnified party, consent to
entry of any judgment or enter into any settlement, which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect of such claim or
litigation. Notwithstanding anything to the contrary set forth herein, and
without limiting any of the rights set forth above, in any event any party has
the right to retain, at its own expense, counsel with respect to the defense of
a claim. 

                         (d)           In
the event that an indemnifying party does not or is not permitted to assume the
defense of an action pursuant to Section 9(c) or in the case of the expense
reimbursement obligation set forth in Sections 9(a) and (b), the indemnification
required by Sections 9(a) and (b) hereof must be made by periodic payments of
the amount thereof during the course of the investigation or defense, as, and
when bills received or expenses, losses, damages, or liabilities are incurred.


                         (e)          
If the indemnification provided for in this Section 9 is held by a court of
competent jurisdiction to be unavailable to an indemnified party with respect to
any loss, liability, claim, damage or expense referred to herein, the
indemnifying party, in lieu of indemnifying such indemnified party hereunder,
must (i) contribute to the amount paid or payable by such indemnified party as a
result of such loss, liability, claim, damage or expense as is appropriate to
reflect the proportionate relative fault of the indemnifying party on the one
hand and the indemnified party on the other (determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or omission relates to information 

7




supplied by the indemnifying party or the indemnified party and
the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such untrue statement or omission), or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law or
provides a lesser sum to the indemnified party than the amount hereinafter
calculated, not only the proportionate relative fault of the indemnifying party
and the indemnified party, but also the relative benefits received by the
indemnifying party on the one hand and the indemnified party on the other, as
well as any other relevant equitable considerations. No indemnified party guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) is entitled to contribution from any indemnifying party who was
not guilty of such fraudulent misrepresentation. 

          10.           Reserved.


          11.           Rule
144. With a view to making available to Holders the benefits of certain
rules and regulations of the Commission which may permit the sale of the
Registrable Securities to the public without registration, the Company agrees
to: 

                         (a)           Make
and keep public information available, as those terms are understood and defined
in Rule 144 or any similar or analogous rule promulgated under the Securities
Act, at all times after the effective date of the registration statement filed
by the Company pursuant to section 3 of this Agreement; 

                         (b)           File
with the Commission, in a timely manner, all reports and other documents
required of the Company under the Exchange Act; and 

                         (c)          
So long as any Holder owns any Registrable Securities, furnish to the Holders
upon their request; a written statement by the Company as to its compliance with
the reporting requirements of said Rule 144 of the Securities Act, and of the
Exchange Act; a copy of the most recent annual or quarterly report of the
Company; and such other reports and documents as any Holder may reasonably
request in availing itself of any rule or regulation of the Commission allowing
it to sell any such securities without registration. 

          12.          
Most Favorable Registration Rights. During the Term, the Company shall
not offer or grant by way of agreement or otherwise to any Person (as such term
is defined in the Merger Agreement) in connection with the acquisition directly
or indirectly by the Company of an Affiliate of such Person, the right to
require the Company to register shares of Common Stock in a proportion in excess
of 20% of the total amount of shares of Common Stock issued to such Person, or
permit such Person to transfer shares of Common Stock registered by the Company
on terms more favorable to such Person, than the registration rights provided to
the Holders hereunder and the transfer restrictions to which the Holders are
subject as provided by this Agreement. 

          13.          
Miscellaneous 

                         (a)          
Governing Law and Dispute Resolution. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF DELAWARE
WITHOUT REGARD TO THE CONFLICTS OF LAWS OR PRINCIPLES THEREOF THAT WOULD CAUSE
THE APPLICATION OF THE 

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LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. Any
controversy or claim arising out of or relating to this Agreement (including,
without limitation, as to arbitrability), or the breach thereof, shall be
settled as set forth in the Merger Agreement. 

                         (b)          
Successors and Assigns. Except as otherwise provided herein, the
provisions hereof inure to the benefit of, and be binding upon, the successors,
Permitted Assigns, executors and administrators of the parties hereto. 

                         (c)           Entire
Agreement. This Agreement constitutes the full and entire understanding and
agreement between the parties with regard to the subjects hereof. 

                         (d)           Notice.
All notices or other communications which are required or permitted under this
Agreement must be in writing and sufficient if delivered by hand, by facsimile
transmission, by registered or certified mail, postage pre-paid, or by courier
or overnight carrier, to the persons at the addresses set forth below (or at
such other address as may be provided hereunder), and shall be deemed to have
been delivered as of the date so delivered: 

	 	If to the Company: 	 Aegis Industries, Inc. 
	 	  	 75200 Shady Grove Road, Suite 
	 	  	 202 
	 	  	 Rockville Maryland 20850 
	 	  	 Attention: Dennis Mee 
	 	  	 Telephone: 
	 	  	 Facsimile: 
	 	with a copy to: 	  
	 	  	 Richardson & Patel, LLP 
	 	  	 The Chrysler Building 
	 	  	 405 Lexington Avenue, 26th Floor 
	 	  	 Attention: Jody R. Samuels 
	 	  	 Telephone: (212) 907-6689 
	 	  	 Facsimile: (212) 907-6687 
	 	  	  
	 	  	  
	 	If to the Investor: 	Thomas Keenan Ventures LLC 
	 	  	71 Wright Street 
	 	  	Westport, CT 06880 
	 	  	Attention: Brendan Reilly 
	 	  	Facsimile: (203) 549-0816 
	 	  	  
	 	with a copy to: 	  
	 	  	Agincourt Consulting Group LLC 
	 	  	1692 Massachusetts Avenue 
	 	  	Cambridge, MA 02138 
	 	  	Attention: Hugh Reilly 
	 	  	Facsimile: (617) 354-5401 
	 	with a copy to: 	  


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Robinson & Cole, LLP
 695 East
Main Street 
Stamford, CT 06904 
Attention: Eric J. Dale 
Telephone:
(203) 462-7568 
Facsimile: (203) 462-7599 

or at such other address as any party furnishes to the other
parties in writing. 

                         (e)           Delays
or Omissions. No delay or omission to exercise any right, power or remedy
accruing to any Holder of any Registrable Securities, upon any breach or default
of the Company under this Agreement, shall impair any such right, power or
remedy of such Holder and shall not be construed to be a waiver of any such
breach or default, or an acquiescence therein, or of or in any similar breach or
default thereafter occurring. Any waiver of any single breach or default is not
a waiver of any other breach or default theretofore or thereafter occurring. Any
waiver, permit, consent or approval of any kind or character on the part of any
Holder of any breach or default under this Agreement, or any waiver on the part
of any Holder of any provisions or conditions of this Agreement, must be in
writing and is effective only to the extent specifically set forth in such
writing. All remedies, either under this Agreement, or by law or otherwise
afforded to any Holder, are cumulative and not alternative. 

                         (f)           Counterparts.
This Agreement may be executed in any number of counterparts, each of which is
enforceable against the parties actually executing such counterparts, and all of
which together constitute one instrument. 

                         (g)           Severability.
In the case any provision of this Agreement is invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions are not in any way be affected or impaired thereby. 

                         (h)           Amendments.
The provisions of this Agreement may be amended at any time and from time to
time, and particular provisions of this Agreement may be waived, with and only
with an agreement or consent in writing signed by the Company and by the
Investor and/or Permitted Assigns. 

[Signature Page Follows] 

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          This
Registration Rights and Transfer Restriction Agreement is hereby executed as of
the date first above written. 

COMPANY: 
AEGIS
INDUSTRIES, INC. 

 

By: ______________________
Name:
____________________
Its: ______________________

 

INVESTOR: 
THOMAS KEENAN
VENTURES, LLC 

 

_________________________
Name:


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