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Exhibit 4.2  


 
  WEIDA COMMUNICATIONS, INC.
  REGISTRATION RIGHTS AGREEMENT    
    



        THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of June 25, 2004 by and between Weida
Communications, Inc. (the "Company"), the Tier I Shareholders (as defined below) listed on  Schedule I hereto, the Tier II Shareholders (as
defined below) listed on Schedule II
hereto and the Tier III Shareholders (as defined below) listed on Schedule III hereto. The Tier I Shareholders, the Tier II Shareholders and the
Tier III Shareholders are collectively referred to as the "Shareholders." 



        WHEREAS,
from time to time on or prior to the date hereof, SCL Ventures, Ltd., a company organized under the laws of the British Virgin Islands
("SCL") issued to the Shareholders shares of SCL common stock, US$0.01 par value per share ("SCL Common
Stock"), and/or warrants to purchase shares of SCL Common Stock ("SCL Warrants"); 


        WHEREAS,
SCL agreed to issue and sell to investors up to an aggregate of six million (6,000,000) shares of SCL Common Stock (the "SCL
Offering") upon the terms set forth in SCL's Confidential Private Placement Memorandum, dated May 2004; 



        WHEREAS,
SCL and the Shareholders entered into that certain Registration Rights Agreement dated as of June 1, 2004 (the "SCL Registration Rights
Agreement") providing for certain registration rights relating to the SCL Common Stock and SCL Warrants; 


        WHEREAS,
on June 11, 2004, the Company and SCL completed a share exchange ("Share Exchange") whereby all of the issued and
outstanding shares of SCL Common Stock held by the Shareholders were transferred by the Shareholders to the Company in exchange for an equal number of shares of Company common stock, no par value per
share (the "Weida Common Stock"), and whereby all of the issued and outstanding SCL Warrants held by the Shareholders were transferred by the
Shareholders to
the Company in exchange for an equal number of warrants to purchase shares of Weida Common Stock ("Weida Warrants"); 


        WHEREAS,
the Company agreed to issue and sell to investors up to an aggregate of eight million three hundred thirty-three thousand three hundred thirty-three (8,333,333) shares of Weida
Common Stock, less such number of shares issued in the SCL Offering, upon the terms set forth in the Company's Confidential Private Placement Memorandum, dated June 18, 2004 (the
"Weida Offering" and together with the SCL Offering, the "Offering"); and 


        WHEREAS,
the Company agreed to undertake to register the Weida Common Stock and Weida Warrants if, as and when required hereunder, under the terms set forth herein, such terms being
substantially the same as the terms set forth in the SCL Registration Rights Agreement, except that this Agreement modifies the definition of Tier I Shareholders and Tier III Shareholders set forth in
the SCL Registration Rights Agreement. 


        NOW,
THEREFORE, the parties hereto hereby covenant and agree as follows: 


        1      Certain
Definitions. As used in this Agreement, the following terms shall have the following respective meanings: 


        "Commission" shall mean the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act. 


        "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations
of the Commission thereunder, all as the same shall be in effect at the time. 


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        "Person" shall mean any individual, corporation, partnership, limited liability company, trust, incorporated or unincorporated
association, joint venture, joint stock company, government (or an agency or political subdivision thereof) or other entity, and shall include any successor (by merger or otherwise) of such entity. 



        "Public Sale" shall mean any sale of securities to the public pursuant to (i) an offering registered under the Securities Act or
(ii) the provisions of Rule 144 (or any similar rule or rules then in effect) under the Securities Act. 


        "Register," "registered" and
"registration" shall mean a registration effected by preparing and filing a registration statement or statements or similar documents in compliance with
the Securities Act and the declaration or ordering of effectiveness of such registration statement or document by the Commission. 



        "Registrable Securities" shall mean (i) all shares of Weida Common Stock held by the Shareholders, (ii) all shares of Weida
Common Stock issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, any shares of Weida Common Stock held by the Shareholders, as the case may be, and
(iii) all shares of Weida Common Stock issuable upon exercise of Weida Warrants held by the Shareholders. As to any particular Registrable Securities, such securities shall cease to be
Registrable Securities when they (i) have been distributed to the public pursuant to an offering registered under the Securities Act, (ii) have been sold to the public through a broker,
dealer, or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force), (iii) have been sold by a Person in a private transaction in which his
rights under this Agreement are not assigned or (iv) may be sold by thee holder to the public without registration through a broker, dealer, or market maker in a single three-month period in
compliance with Rule 144 under the Securities Act (or any similar rule then in force). 


        "Requisite Period" shall mean, with respect to a firm commitment underwritten public offering, the period commencing on the effective date
of the registration statement and ending on the date each underwriter has completed the distribution of all securities purchased by it, and, with respect to any other registration, the period
commencing on the effective date of the registration statement and ending on the earlier of the date on which the sale of all Registrable Securities covered thereby is completed or 180 days
after such effective date. 


        "Securities Act" shall mean the Securities Act of 1933, as amended, or any similar federal statue, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the applicable time. 


        "Tier I Shareholder" shall mean a holder of Weida Common Stock and/or Weida Warrants to purchase shares of the Weida Common Stock (or SCL
Common Stock and/or SCL Warrants prior to the Share Exchange) who (a) paid cash to the Company (or SCL prior to the Share Exchange) in exchange for such securities, including an investor in the
Offering or in any future offering of shares by the Company, (b) received such securities as a transferee or permitted assignee of a Tier I Shareholder in accordance with  Section 11 or
(c) received such securities as (i) a transferee of a Tier I Shareholder if such transferee paid cash to the Tier I
Shareholder or performed services for, or contributed property to, the Tier I Shareholder or (ii) a donee of a gift from a Tier I Shareholder, provided that such transfer or gift occurred on or
prior to July 16, 2004. 


        "Tier II Shareholder" shall mean a holder of Weida Common Stock and/or Weida Warrants to purchase shares of the Weida Common Stock (or SCL
Common Stock and/or SCL Warrants prior to the Share Exchange) who (a) performed services for the Company (or SCL prior to the Share Exchange) or contributed property other than cash to the
Company (or SCL prior to the Share Exchange) in exchange for such securities, (b) received such securities as a transferee or permitted assignee of a Tier II Shareholder in accordance with  Section 11 or (c) received such securities as (i) a transferee of a Tier II Shareholder if such transferee paid cash to the Tier II
Shareholder or performed 


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services
for, or contributed property to, the Tier II Shareholder or (ii) a donee of a gift from a Tier II Shareholder, provided that such transfer or gift occurred on or prior to
July 16, 2004, and in the case of (a), (b) or (c) is not, at the time such holder proposes to exercise the rights granted pursuant to this Agreement, a director, officer or
employee of the Company. 


        "Tier III Shareholder" shall mean a holder of Weida Common Stock and/or Weida Warrants to purchase shares of the Weida Common Stock (or
SCL Common Stock and/or SCL Warrants prior to the Share Exchange) who (a) acquired such securities in connection with such holder's employment with the Company, (b) performed services
for the Company (or SCL prior to the Share Exchange) or contributed property other than cash to the Company (or SCL prior to the Share Exchange) in exchange for such securities, (c) received
such securities as a transferee or permitted assignee of a Tier II Shareholder in accordance with Section 11, (d) received such securities
as (i) a transferee of a Tier II Shareholder if such transferee paid cash to the Tier II Shareholder or performed services for, or contributed property to, the Tier II Shareholder or
(ii) a donee of a gift from a Tier II Shareholder, provided that such transfer or gift occurred on or prior to July 16, 2004 or (e) received such securities as a transferee or
permitted assignee of a Tier III Shareholder in accordance with Section 11, and in the case of (b), (c) or (d) is, at the time such
holder proposes to exercise the rights granted pursuant to this Agreement, a director, officer or employee of the Company. 


        2      Demand
Registration. 


        2.1    Commencing
one hundred and eighty (180) days after June 11, 2004 (the date the Company completed the Share Exchange), the holders of Registrable Securities
constituting at least twenty-five percent (25%) of the total Registrable Securities then outstanding may, by written notice (collectively, a "Demand
Notice"), require that the Company register under the Securities Act all or any portion of their Registrable Securities in the manner specified in the Demand Notice, so long as
such registration covers sales having an anticipated offering price, net of underwriting discounts and commissions, equal to or more than $10,000,000. 


        2.2    Within
10 days of receipt of any Demand Notice under Section 2(a) above, the Company shall give written
notice (a "Company Notice") to all holders of Registrable Securities from whom a Demand Notice has not been received. Thereafter, the Company shall use
its best efforts to register under the Securities Act, in accordance with the method of disposition specified in the Demand Notice, the number of Registrable Securities specified in the Demand Notice
(and in all notices received by the
Company from other holders within twenty (20) days after the giving of such Company Notice). The Company shall be obligated to register Registrable Securities pursuant to  Section 2(a) on two
occasions only and no more than one such demand registration in any one hundred eighty (180) day period;  provided that such obligation shall be deemed satisfied only when a registration statement
covering all Registrable Securities specified in notices
received as aforesaid, for sale in accordance with the method of disposition specified in the Demand Notice, shall have become effective and, if such method of disposition is a firm commitment
underwritten public offering, all such Registrable Securities shall have been sold pursuant thereto. In addition, the Company shall have the right to delay the filing of a registration statement
pursuant to this Section 2 for one period not to exceed 120 days in any twelve (12) month period if the Board of Directors of the
Company shall have determined in good faith, that to so file the registration statement would be reasonably detrimental to the Company, and an executive officer of the Company has delivered to the
holder(s) a certificate to such effect. 


        2.3    If
a demand registration is an underwritten public offering and the managing underwriters shall advise the Company in writing that in their opinion the number of
Registrable Securities requested to be included in such offering exceeds the number of shares which can be sold in an orderly manner in such offering within a price range acceptable to the requiring
holders without adversely affecting the marketability of the offering, then the number of shares of Registrable Securities to be included in such registration shall be subject to cutback, and the
Company will include in such demand 


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registration
(i) first, the Registrable Securities of the Tier I Shareholders pro rata among them, (ii) second, the Registrable Securities of the Tier II Shareholders pro rata among
them, (iii) third, the Registrable Securities of the Tier III Shareholders pro rata among them, and (iv) fourth, other securities requested to be included in such registration, pro rata
from among the other shareholders of the Company who have registration rights, in each case according to the number of such securities requested by them to be so included. 


        2.4    If
a demand registration is not an underwritten public offering and the Board of Directors of the Company shall have determined in good faith that to file a
registration statement covering the number of shares of Registrable Securities requested to be included in such registration would be reasonably detrimental to the Company, then the number of shares
of Registrable Securities to be included in such registration shall be subject to cutback by the Company, provided that the number of shares of Registrable Securities included in such demand
registration shall not in any case be reduced to less than ten percent (10%) of the total number of shares of capital stock of the Company outstanding at such time, and the Company will include in
such demand registration (i) first, the Registrable Securities of the Tier I Shareholders pro rata among them, (ii) second, the Registrable Securities of the Tier II Shareholders pro
rata among them, (iii) third, the Registrable Securities of the Tier III Shareholders pro rata among them, and (iv) fourth, other securities requested to be included in such
registration, pro rata from among the other shareholders of the Company who have registration rights, in each case according to the number of such securities requested by them to be so included. 


        3      Piggyback
Registration. 


        3.1    Commencing
ninety (90) days after June 11, 2004 (the date the Company completed the Share Exchange), if the Company proposes to register any of its
securities under the Securities Act for sale to the public (other than pursuant to Section 2 hereof), whether for its own account or for the
account of other security holders or both (except with respect to registration statements on Forms S-4, F-4, and S-8 and any similar successor forms) (a
"Piggyback Registration"), each such time it will give prompt written notice to such effect to all holders of outstanding Registrable Securities at
least thirty (30) days prior to such filing. Upon the written request of any such holder, received by the Company within twenty (20) days after the giving of any such notice by the
Company, to register any of its Registrable Securities, the Company will, subject to Section 3(b) below, cause all Registrable Securities as to
which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit
the sale or other disposition by the holder of such Registrable Securities so registered. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in
this Section 3 without thereby incurring any liability to the Shareholders. 


        3.2    In
the event that any Piggyback Registration shall be, in whole or in part, an underwritten public offering of Common Stock and the managing underwriters advise the
Company in writing that in their opinion the number of Registrable Securities and/or other securities requested to be included in such offering exceeds the number of shares which can be sold in an
orderly manner in such offering within a price range acceptable to the Company without adversely affecting the marketability of the offering, then the number of shares of Registrable Securities to be
included in such registration shall be subject to cutback, and the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the
Registrable Securities of the Tier I Shareholders pro rata among them, (iii) third, the Registrable Securities of the Tier II Shareholders pro rata among them, and (iv) fourth, the
Registrable Securities of the Tier III Shareholders pro rata among them, in each case according to the number of such securities requested by them to be so included. 


        3.3    If
any Piggyback Registration shall not be, in whole or in part, an underwritten public offering and the Board of Directors of the Company shall have determined in good
faith that to file a registration statement covering the number of shares of Registrable Securities requested to be included 


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in
such registration would be reasonably detrimental to the Company, then the number of shares of Registrable Securities to be included in such registration shall be subject to cutback by the Company,
provided that the number of shares of Registrable Securities included in such piggyback registration shall not in any case be reduced to less than ten percent (10%) of the total number of shares of
capital stock of the Company outstanding at such time, and the Company will include in such piggyback registration (i) first, the Registrable Securities of the Tier I Shareholders pro rata
among them, (ii) second, the Registrable Securities of the Tier II Shareholders pro rata among them, (iii) third, the Registrable Securities of the Tier III Shareholders pro rata among
them, and (iv) fourth, other securities requested to be included in such registration, pro rata from among the other shareholders of the Company who have registration rights, in each case
according to the number of such securities requested by them to be so included. 


        4      Limitations
on Registration; Holdback Agreement; Power of Attorney. 


        4.1    Notwithstanding
anything to the contrary contained in this Agreement, the Company shall not be required to file a registration statement pursuant to  Section 2 hereof (i) which would become effective
within 120 days following the effective date of a registration statement (other
than a registration statement filed on Forms S-4, F-4 or S-8) filed by the Company with the Commission pertaining to any subsequent public offering for the account
of the Company or another holder of securities of the Company if the holder(s) of Registrable Securities were afforded the opportunity, even if subject to and/or eliminated by the underwriter's
cut-back, to include all of its Registrable Securities in such subsequent registration pursuant to Section 3 or (ii) if the
Company delivers notice to the holders of Registrable Securities with thirty (30) days of any registration request stating its intent to file a registration statement within ninety
(90) days. 


        4.2    The
holders of Registrable Securities agree, if so requested by the Company or by the underwriter or underwriters in connection with an underwritten public offering of
the Company's securities, not to effect any Public Sale or distribution (including any sale pursuant to Rule 144 under the Securities Act) of any Registrable Securities, and not to effect any
such Public Sale or distribution of any other equity security of the Company or of any security convertible into or exchangeable or exercisable for any equity security of the Company (in each case,
other than as part of such underwritten public offering) during the 180 days following the effective date of the registration statement (other than a registration statement on Forms
S-4, F-4 or S-8) with respect to such other underwritten public offering; provided that all directors, officers, and all holders of 5% or more of the Company's then
outstanding equity securities are subject to the same restriction. 


        5      Registration
Procedures.    If and whenever the Company is required by the provisions hereof to use its best efforts to effect the registration of any
Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: 



        5.1    subject
to Section 4(a), prepare and file with the Commission a registration statement with respect to such
securities within 60 days after delivery of a Demand Notice under Section 2(b) hereof, and use its best efforts to cause such registration
statement to become effective not later than 60 days from the date of its filing and to remain effective for the Requisite Period; 


        5.2    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 for the Requisite Period and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by
such registration statement in accordance with the intended method of disposition set forth in such registration statement for the Requisite Period; 


        5.3    furnish
to each seller of Registrable Securities and to each underwriter such number of copies of the registration statement and the prospectus included therein
(including each preliminary 


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prospectus)
as such persons reasonably may request in order to facilitate the intended disposition of the Registrable Securities covered by such registration statement; 


        5.4    use
its best efforts (i) to register or qualify the Registrable Securities covered by such registration statement under the securities or "blue sky" laws of such
jurisdictions as the sellers of Registrable Securities or, in the case of an underwritten public offering, the managing underwriter reasonably shall request, (ii) to prepare and file in those
jurisdictions such amendments (including post effective amendments) and supplements, and take such other actions, as may be necessary to maintain such registration and qualification in effect at all
times for the period of distribution contemplated thereby and (iii) to take such further action as may be necessary or advisable to enable the disposition of the Registrable Securities in such
jurisdictions; provided that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation
in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; 


        5.5    use
its best efforts to list the Registrable Securities covered by such registration statement with any securities exchange on which shares of Common Stock of the
Company are then listed, or, if shares of Common Stock are not then listed on a national securities exchange, use its best efforts to list and facilitate the reporting of the Common Stock on The New
York Stock Exchange, The American Stock Exchange, or The Nasdaq National Market or SmallCap Market; 


        5.6    immediately
notify each seller of Registrable Securities and each underwriter under such registration statement, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus contained in such registration statement, as
then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of
the circumstances then existing and promptly amend or supplement such registration statement to correct any such untrue statement or omission; 


        5.7    notify
each seller of Registrable Securities of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the
initiation of any proceedings for that purpose and make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, obtain the lifting thereof at the earliest
possible time; 


        5.8    permit
a single firm of counsel designated as selling shareholders' counsel by the holders of a majority in interest of the Registrable Securities and all other
securities being registered to review the registration statement and all amendments and supplements thereto for a reasonable period of time
prior to their filing and the Company shall not file any document in a form to which such counsel reasonably objects; 


        5.9    if
the offering is an underwritten offering, the Company will enter into a written agreement with the managing underwriter selected in the manner herein provided in such
form and containing such provisions as are usual and customary in the securities business for such an arrangement between such underwriter and companies of the Company's size and investment stature,
including, without limitation, customary holdback, indemnification and contribution provisions; 


        5.10    if
the offering is an underwritten offering, at the request of any seller of Registrable Securities, use its best efforts to furnish to such seller on the date that
Registrable Securities are delivered to the underwriters for sale pursuant to such registration: (i) a copy of an opinion dated such date of counsel representing the Company for the purposes of
such registration, addressed to the underwriters, stating that such registration statement has become effective under the Securities Act and (A) that, to the best knowledge of such counsel, no
stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) that the
registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of 


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the
Securities Act (except that such counsel need not express any opinion as to financial statements or other financial or statistical information contained therein) and (C) to such other
effects as reasonably may be requested by counsel for the underwriters and (ii) a copy of a letter dated such date from the independent public accountants retained by the Company, addressed to
the underwriters, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company
included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the
Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter)
with respect to such registration as such underwriters reasonably may request; 


        5.11    make
available for inspection by each seller of Registrable Securities, any underwriter participating in any distribution pursuant to such registration statement, and
any attorney, accountant or other agent retained by such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's
officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement; 


        5.12    provide
a transfer agent and registrar, which may be a single entity, for the Registrable Securities not later than the effective date of the registration statement; 


        5.13    take
all actions reasonably necessary to facilitate the timely preparation and delivery of certificates (not bearing any legend restricting the sale or transfer of such
securities) representing the Registrable Securities to be sold pursuant to the registration statement; and 


        5.14    take
all other reasonable actions necessary to expedite and facilitate the registration of the Registrable Securities pursuant to the registration statement. 


        In
connection with each registration hereunder, the sellers of Registrable Securities will furnish to the Company in writing such information with respect to themselves and the proposed
distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. 



        6      Expenses.    All
expenses incurred by the Company in complying with Sections 2, and  3, including, without limitation, all registration and filing fees, printing
expenses, fees and disbursements of counsel and independent public
accountants for the Company, fees and expenses (including counsel fees) incurred in connection with complying with state securities or "blue sky" laws, fees of the National Association of Securities
Dealers, Inc., fees of transfer agents and registrars, costs of insurance and fees and disbursements of one counsel for the sellers of Registrable Securities and all other securities being
registered, but excluding any Selling Expenses, are called "Registration Expenses." All underwriting discounts, selling commissions and stock transfer
taxes applicable to the sale of Registrable Securities are called "Selling Expenses." 


        The
Company will pay all Registration Expenses in connection with each registration statement filed hereunder. All Selling Expenses in connection with each registration statement shall
be borne by the participating sellers in proportion to the number of Registrable Securities sold by each or as they may otherwise agree. 


        7      Indemnification
and Contribution. 


        7.1    In
the event of a registration of any of the Registrable Securities under the Securities Act pursuant to the terms of this Agreement, the Company will indemnify and hold
harmless and pay and reimburse each seller of such Registrable Securities thereunder, each underwriter of Registrable Securities thereunder and each other person, if any, who controls such seller or
underwriter within the 


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meaning
of the Securities Act, from and against, and pay or reimburse them for, any losses, claims, expenses, damages or liabilities, joint or several, to which such seller, underwriter or controlling
person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any
untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act pursuant
hereto, any preliminary prospectus (unless superseded by a final prospectus) or final prospectus contained therein, or any amendment or supplement thereof, or (ii) the omission or alleged
omission to state in any such registration statement a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any prospectus,
necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation of the Securities Act or any
state securities or blue sky laws applicable to the Company and relating to action or inaction required by the Company, and specifically will reimburse each such seller, each underwriter and each such
controlling person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage or liability (or action in respect thereof);  provided that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability (or action in respect
thereof) arises out of or is based upon the Company's reliance on an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by
any such seller, any such underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus; and  provided, further, that the Company shall not be liable in any such case to the extent that any such
loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in such registration
statement or prospectus, which untrue statement or alleged untrue statement or omission or alleged omission is completely corrected in an amendment or supplement to the registration statement or
prospectus and such seller or such controlling person thereafter fails to deliver or cause to be delivered such registration statement or prospectus as so amended or supplemented prior to or
concurrently with the Registrable Securities to the person asserting such loss, claim, damage or liability (or action in respect thereof) or expense after the Company has furnished such seller or such
controlling person with the same. 


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        7.2    In the event of a registration of any of the Registrable Securities under the Securities Act pursuant hereto, each seller of such Registrable Securities thereunder,
severally and not jointly, will indemnify and hold harmless the Company, each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs
the registration statement, each director of the Company and each underwriter and each person who controls any underwriter within the meaning of the Securities Act from and against all losses, claims,
expenses, damages or liabilities, joint or several, to which the Company or such officer, director, or controlling person may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on any untrue statement or alleged untrue statement of any material fact contained in the registration
statement under which such Registrable Securities were registered under the Securities Act pursuant hereto, any preliminary prospectus or final prospectus contained therein, or any amendment or
supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse the Company and each such officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage or liability (or action in respect thereof); provided that such seller will be liable hereunder
in any such case only if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission
made in reliance upon and in conformity with information pertaining to such seller furnished in writing to the Company by such seller specifically for use in such registration statement or prospectus;
and provided, further, that the liability of each seller hereunder shall be limited to the proportion of
any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the Registrable Securities sold by such seller under such registration statement
bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the proceeds received by such seller from the sale of Registrable Securities covered by such
registration statement. Notwithstanding the foregoing, the indemnity provided in this Section 7(b) shall not apply to amounts paid in settlement
of any such loss, claim, damage, liability or expense if such settlement is effected without the consent of such indemnified party, which shall not be unreasonably withheld. 


        7.3    Promptly
after receipt by an indemnified party hereunder of notice of the commencement of any action or claim, such indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any
liability which it may have to such indemnified party other than under this Section 7 and shall only relieve it from any liability which it may
have to such indemnified party under this Section 7 if and to the extent the indemnifying party is materially prejudiced by such omission. In
case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in
and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified
party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this  Section 7 for any legal expenses subsequently
incurred by such indemnified party in connection with the defense thereof other than reasonable
costs of investigation and of liaison with counsel so selected; provided that if the defendants in any such action include both the indemnified party
and the indemnifying party and the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to
select a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related
to such participation to be reimbursed by the indemnifying party as incurred. 


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        7.4    In
order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any holder of Registrable
Securities exercising rights under this Agreement, or any controlling person of any such holder, makes a claim for indemnification pursuant to this  Section 7 but it is judicially determined (by the
entry of a final judgment or decree by a court of competent jurisdiction and the expiration of
time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this  Section 7 provides for indemnification in
such case, or (ii) contribution under the Securities Act may be required on the part of any such
selling holder or any such controlling person in circumstances for which indemnification is provided under this Section 7, then, and in each such
case, the Company and such holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that such
holder is responsible for the portion represented by the percentage that the public offering price of its Registrable Securities offered by the registration statement bears to the public offering
price of all securities offered by such registration statement, and the Company is responsible for the remaining portion; provided that, in any such
case, (A) no such holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered by it pursuant to such registration
statement and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f) of the Securities Act) will be entitled to contribution from any person
or entity who was not guilty of such fraudulent misrepresentation. 


        8      Changes
in Capital Stock.    If, and as often as, there is any change in the capital stock of the Company by way of a stock split, stock dividend, combination or
reclassification, or through a merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof so that the rights and
privileges granted hereby shall continue with respect to the capital stock as so changed. 


        9      Rule 144
Reporting.    With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the
sale of the Registrable Securities to the public without registration, at all times after 90 days after any registration statement covering a public offering of securities of the Company under
the Securities Act shall have become effective, the Company agrees to: 


        9.1    make
and keep public information available, as those terms are understood and defined in Rule 144(c) under the Securities Act; 


        9.2    file
with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and 


        9.3    furnish
to each holder of Registrable Securities forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such
Rule 144 and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as
such holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder to sell any Registrable Securities without registration. 


        10    Representations
and Warranties of the Company.    The Company represents and warrants to the Shareholders as follows: 


        10.1    The
execution, delivery and performance of this Agreement by the Company have been duly authorized by all requisite corporate action and will not violate any provision
of law, any order of any court or other agency of government, the organizational documents of the Company or any provision of any indenture, agreement or other instrument to which it or any or its
properties or assets is bound, conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument or result
in the creation or imposition of any 


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lien,
charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or its subsidiaries. 



        10.2    This
Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable in accordance
with its terms. 


        11    Assignment
of Registration Rights.    The rights to cause or have the Company register Registrable Securities pursuant to this Agreement may be transferred by
the Shareholders in connection with a transfer of Registrable Securities to (i) any partner, retired partner or affiliated partnership of any holder which is a partnership, or any member of any
holder which is a limited liability company, (ii) any family member of or trust for the benefit of any individual holder, or (iii) a subsidiary or affiliate of any holder of Registrable
Securities; provided that the Company is, within a reasonable amount time after such transfer, and in all events at least thirty (30) days prior
to any exercise of such rights by the transferee or assignee, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such
registration rights are being assigned. The term "Shareholders" as used in this Agreement shall include such transferees or permitted assignees. 


        12    Termination;
No Other Registration Rights. 


        12.1    The
registration rights granted pursuant to this Agreement shall terminate five (5) years after June 11, 2004 (the date the Company completed the Share
Exchange). 


        12.2    The
Company shall not grant registration rights to any other holders of its equity securities after the date of this Agreement, unless such registration rights are  pari passu or subordinate to the
registration rights granted to the holders of Registrable Securities hereunder. 



        This
Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties
hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein. This Agreement supersedes
all prior agreements and understandings among the parties with respect to such subject matter, including such agreements and understandings made in connection with the Offering. 


        13    Miscellaneous.



        13.1    Subject
to Section 11, all covenants and agreements contained in this Agreement by or on behalf of any of the
parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto (including without limitation transferees of any Registrable Securities), whether so
expressed or not. 


        13.2    All
notices, requests, consents and other communications hereunder shall be in writing and shall be delivered in person, mailed by certified or registered mail, return
receipt requested, or sent by telecopier or telex, addressed (i) if to the Company, to Weida Communications, Inc., 515 East Las Olas Boulevard, Suite 1350, Fort Lauderdale, Florida
33301, facsimile (954) 527-7751, Attention: Chief Executive Officer and (ii) if to Shareholders, to the address of such party set forth beneath such party's signature to this
Agreement; and (iii) if to any subsequent holder of Registrable Securities, to it at such address as may have been furnished to the Company in writing by such holder; or, in any case, at such
other address or addresses as shall have been furnished in writing to the Company (in the case of a holder of Registrable Securities) or to the holders of Registrable Securities (in the case of the
Company) in accordance with the provisions of this paragraph. 



        13.3    This
Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts entered into and to be performed wholly
within said State. 


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        13.4    Any
judicial proceeding brought against any of the parties to this Agreement on any dispute arising out of this Agreement or any matter related hereto shall be brought
exclusively in the state or federal courts of the State of New York, and, by execution and delivery of this Agreement, each of the parties hereto accepts for itself and himself the process in any such
action or proceeding by the mailing of copies of such process to it or him, at its or his address as set forth in Section 13(b) and irrevocably
agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each party hereto irrevocably waives to the fullest extent permitted by law any objection that it or he may now
or hereafter have to the laying of the venue of any judicial proceeding brought in such courts and any claim that any such judicial proceeding has been brought in an inconvenient forum. The foregoing
consent to jurisdiction shall not constitute general consent to service of process in the State of New York for any purpose except as provided about and shall not be deemed to confer rights on any
person other than the respective parties to this Agreement. 


        13.5    This
Agreement may not be amended or modified without the written consent of the Company, and the holders of at least a majority of the Registrable Securities. 


        13.6    The
Schedules attached hereto may be amended from time to time by the Company to include (i) Persons who sign and become bound by this Agreement after the date
hereof or (ii) Persons who received Registrable Securities after the date hereof in accordance with Section 11. 


        13.7    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. No waiver shall be effective unless and until it is in writing and signed by the party granting the waiver. 


        13.8    This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. 


        13.9    The
Company shall not grant to any third party any registration rights more favorable than or inconsistent with any of those contained herein, so long as any of the
registration rights under this Agreement remains in effect. 


        13.10    If
any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall attach only to such
provision and shall not in any manner affect or render illegal, invalid or unenforceable any other provision of this Agreement, and this Agreement shall be carried out as if any such illegal, invalid
or unenforceable provision were not contained herein. 


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



	 	 	WEIDA COMMUNICATIONS, INC.
	

 	
 	
By:	

 
	 	 	 	
 Name:

Title:    
	

 	
 	
SHAREHOLDER:
	

 	
 	
By:	

 
	 	 	 	
 Name:

Address:    




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SCHEDULE I
  
    Tier I Shareholders    
    


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SCHEDULE II
  
    Tier II Shareholders    
    


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SCHEDULE III
  
    Tier III Shareholders    
    


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WEIDA COMMUNICATIONS, INC. REGISTRATION RIGHTS AGREEMENT


SCHEDULE I Tier I Shareholders

SCHEDULE II Tier II Shareholders

SCHEDULE III Tier III Shareholders