Exhibit
      4.1

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    THIS
      REGISTRATION RIGHTS AGREEMENT (“Agreement”) is dated as of December 5, 2005 (the
“Effective Date”) by Quintessence Photonics Corporation, a Delaware corporation,
      and the investor listed on the signature page hereof (the “Investor”), in
      connection with the purchase by the Investor of shares of the common stock
      of
      the Company (the “Common Shares”);

     

    WHEREAS,
      references herein to the “Company” refer to Quintessence Photonics Corporation
      and, following the closing of the Reverse Merger, the publicly trading and
      reporting company;

     

    WHEREAS,
      the Company has delivered to the Investor certain information about the Company
      in a Private Placement Memorandum (the “Memorandum”), of which this Agreement is
      an exhibit;

     

    WHEREAS,
      any undefined terms in this Agreement have the meaning ascribed to them in
      the
      Memorandum;

     

    WHEREAS,
      the Investor has entered into a Subscription Agreement (the “Subscription
      Agreement”), pursuant to which the Investor is purchasing and the Company is
      issuing and selling the Common Shares; and

     

    WHEREAS,
      the Company has agreed to grant the Investor certain registration rights in
      connection with the purchase of the Common Shares as set forth
      herein.

     

    NOW
      THEREFORE, in consideration of the mutual covenants and agreements contained
      in
      this Agreement and other good and valuable consideration, the receipt and
      sufficiency of which is acknowledged, the parties agree as follows:

     

    1. Registration
      Rights

    


    
      	(a)  	
              The
                Company shall conduct two consecutive private offerings. The first
                offering (the “First Offering”) shall be for a minimum of $500,000 and a
                maximum of $4,000,000 with a 10% over-allotment option. The second
                offering (the “Second Offering”) shall be up to the Second Offering
                Maximum Limit. The “Second Offering Maximum Limit shall equal $6,000,000
                with a 15% overallotment option.

            


    

    


    
      	(b)  	
              The
                Company shall prepare and file with the Securities and Exchange Commission
                (the “SEC”) within 60 calendar days after the final Closing of the Second
                Offering a registration statement on Form SB-2 or other appropriate
                registration statement form under the Securities Act of 1933 (the
                “Registration Statement”), at the sole expense of the Company (except as
                specifically provided in Section 1(d) hereof), in respect of the
                Investor,
                so as to permit a public resale of all Common Shares sold in the
                First
                Offering and Second Offering and the Common Shares underlying the
                Warrants
                sold in the First Offering (collectively, the “Registrable Securities”) in
                the United States under the Securities Act of 1933 (the “Act”) by the
                Investor as selling stockholder and not as underwriter. Only shares
                of
                common stock (but including shares of common stock underlying warrants
                or
                convertible notes) may be registered under the Registration Statement.
                The
                Company will notify the Investor of the effectiveness of the Registration
                Statement (the “Effective Date”) within three business
                days.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	(c)  	
              The
                Company will maintain the Registration Statement and any amendments
                filed
                under this Section 1 effective under the Act for a period of 16 months
                from the Effective Date. 

            


    

    


    
      	(d)  	
              All
                fees, disbursements and out-of-pocket expenses and costs incurred
                by the
                Company in connection with the preparation and filing of the Registration
                Statement and in complying with applicable securities and “blue sky” laws
                (including, without limitation, all attorneys' fees of the Company,
                registration, qualification, notification and filing fees, printing
                expenses, escrow fees, blue sky fees and expenses, the reasonable
                fees and
                expenses of one counsel for the holders of Registrable Securities
                not to
                exceed $7,500, and the expense of any special audits incident to
                or
                required by any such registration) shall be borne by the Company.
                The
                Investor shall bear the cost of underwriting and/or brokerage discounts,
                fees and commissions, if any, applicable to the Registrable Securities
                being registered. The Company shall not be required to qualify Registrable
                Securities in any state which will require an escrow or other restriction
                relating to the Company and/or the sellers, or which will require
                the
                Company to qualify to do business in such state. The Company at its
                expense will supply the Investor with copies of the applicable
                Registration Statement and the prospectus included therein and other
                related documents in such quantities as may be reasonably requested
                by the
                Investor.

            


    

    


    
      	(e)  	
              If
                at any time or from time to time after the Effective Date, the Company
                notifies the Investor in writing of the existence of a Potential
                Material
                Event (as defined below), the Investor shall not offer or sell any
                Registrable Securities or engage in any other transaction involving
                or
                relating to Registrable Securities, from the time of the giving of
                notice
                with respect to a Potential Material Event until the Investor receives
                written notice from the Company that such Potential Material Event
                either
                has been disclosed to the public or no longer constitutes a Potential
                Material Event.

            


    

    


    
      	(f)  	
              “Potential
                Material Event” means any of the following: (i) the possession by the
                Company of material information not ripe for disclosure in a registration
                statement, as determined in good faith by the Chief Executive Officer
                or
                the Board of Directors of the Company that disclosure of such information
                in a Registration Statement would be detrimental to the business
                and
                affairs of the Company; or (ii) any material engagement or activity
                by the
                Company which would, in the good faith determination of the Chief
                Executive Officer or the Board of Directors of the Company, be adversely
                affected by disclosure in a registration statement at such time,
                which
                determination shall be accompanied by a good faith determination
                by the
                Chief Executive Officer or the Board of Directors of the Company
                that the
                applicable Registration Statement would be materially misleading
                absent
                the inclusion of such information; provided
                that,
                (i) the Company shall not use such right with respect to the Registration
                Statement for more than an aggregate of 60 days in any 12-month period;
                and (ii) the number of days the Company is required to keep the
                Registration Statement effective shall be extended by the number
                of days
                for which the Company shall have used such
                right.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	(g)  	
              The
                Investor will cooperate with the Company in all respects in connection
                with this Agreement, including timely supplying all information reasonably
                requested by the Company (which shall include all information regarding
                the Investor and proposed manner of sale of the Registrable Securities
                required to be disclosed in any Registration Statement) and executing
                and
                returning all documents reasonably requested in connection with the
                registration and sale of the Registrable Securities. Any delay or
                delays
                caused by the Investor, or by any other purchaser of securities of
                the
                Company having registration rights similar to those contained herein,
                by
                failure to cooperate as required hereunder shall not constitute a
                breach
                or default of the Company under this Agreement.


            


    

    


    
      	(h)  	
              Whenever
                the Company is required by any of the provisions of this Agreement
                to
                effect the registration of any of the Registrable Securities under
                the
                Act, the Company shall (except as otherwise provided in this Agreement),
                as expeditiously as possible, subject to the assistance and cooperation
                as
                reasonably required of the Investor with respect to each Registration
                Statement:

            


    

    


    
      	 	
              (i)

            	
              register
                and qualify the Registrable Securities covered by the Registration
                Statement under such other securities or blue sky laws of such
                jurisdictions as the Investor shall reasonably request (subject to
                the
                limitations set forth in Section 1(d) above), and do any and all
                other
                acts and things which may be necessary or advisable to enable the
                Investor
                to consummate the public sale or other disposition in such jurisdiction
                of
                the securities owned by the
                Investor;

            


    

    


    
      	 	
              (ii)

            	
              cause
                the Registrable Securities to be, and continue to be, quoted or listed
                on
                the National Association of Securities Dealers over the counter bulletin
                board (or alternatively, a national securities exchange or automated
                quotation system); 

            


    

    


    
      	 	
              (iii)

            	
              notify
                the Investor, at any time when a prospectus relating thereto covered
                by
                the Registration Statement is required to be delivered under the
                Act, of
                the happening of any event of which it has knowledge as a result
                of which
                the prospectus included in the Registration Statement, as then in
                effect,
                includes an untrue statement of a material fact or omits to state
                a
                material fact required to be stated therein or necessary to make
                the
                statements therein not misleading in the light of the circumstances
                then
                existing, and the Company shall prepare and file a curative amendment
                as
                promptly as commercially reasonable;


            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iv)

            	
              as
                promptly as practicable after becoming aware of such event, notify
                the
                Investor, (or, in the event of an underwritten offering, the managing
                underwriters) of the issuance by the SEC of any stop order or other
                suspension of the effectiveness of the Registration Statement at
                the
                earliest possible time and take all lawful action to effect the
                withdrawal, recession or removal of such stop order or other suspension;
                and

            


    

    


    
      	 	
              (v)

            	
              provide
                a transfer agent and registrar for all securities registered pursuant
                to
                the Registration Statement and a CUSIP number for all such
                securities.

            


    

    


    
      	 	
              (i)

            	
              With
                respect to any sale of Registrable Securities pursuant to a Registration
                Statement filed pursuant to this Section 1, the Investor hereby covenants
                with the Company not to make any sale of the Registrable Securities
                without effectively causing the prospectus delivery requirements
                under the
                Act to be satisfied.

            


    

    


    
      	 	
              (j)

            	
              In
                addition to the registration rights set forth in Section 1(b), if
                the
                Second Offering does not occur or is not completed or if the Registration
                Statement described in Section 1(b) is not filed within 60 calendar
                days
                from the final Closing of the Second Offering, or otherwise declared
                effective by the SEC, then the Investors shall also have certain
                “piggyback” registration rights as
                follows:

            


    

    


    
      	(i)  	
              If
                at any time after the issuance of the Registrable Securities, the
                Company
                shall file with the SEC a registration statement under the Act registering
                any shares of equity securities and which could also include for
                registration the Registrable Securities without additional undue
                expense
                in the reasonable discretion of the Company, the Company shall give
                written notice to each Investor prior to such
                filing.

            


    

    


    
      	(ii)  	
              Within
                20 calendar days after such notice from the Company, each Investor
                shall
                give written notice to the Company whether or not such Investor desires
                to
                have all of such Investor’s Registrable Securities included in the
                registration statement. If any Investor fails to give such notice
                within
                such period, such Investor shall not have the right to have Investor’s
                Registrable Securities registered pursuant to such registration statement.
                If any Investor gives such notice, then the Company shall include
                such
                Investor’s Registrable Securities in the registration statement, at
                Company’s sole cost and expense, subject to the remaining terms of this
                Section 1(j).

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	(iii)  	
              If
                the registration statement relates to an underwritten offering, and
                the
                underwriter shall determine in writing that the total number of shares
                of
                equity securities to be included in the offering, including the
                Registrable Securities, shall exceed the amount which the underwriter
                deems to be appropriate for the offering, the number of shares of
                the
                Registrable Securities shall be reduced in the same proportion as
                the
                remainder of the shares in the offering and such participating Investor’s
                Registrable Securities included in such registration statement will
                be
                reduced proportionately. For this purpose, if other securities in
                the
                registration statement are derivative securities, their underlying
                shares
                shall be included in the computation. Each participating Investor
                shall
                enter into such agreements as may be reasonably required by the
                underwriters and each Investor shall pay the underwriters commissions
                relating to the sale of their respective Registrable
                Securities.

            


    

    


    
      	(iv)  	
              The
                Investors shall have an unlimited number of opportunities to have
                the
                Registrable Securities registered under this Section 1(j) provided
                that
                the Company shall not be required to register any Registrable Security
                or
                keep any Registration Statement effective beyond such period set
                forth in
                Section 1(c).

            


    

    


    
      	(v)  	
              The
                Investor shall furnish in writing to the Company such information
                as the
                Company shall reasonably require in connection with a registration
                statement.

            


    

    


    
      	 	
              (k)

            	
              The
                Company acknowledges that there is no adequate remedy at law for
                failure
                by it to comply with the provisions of Section 1 of this Agreement
                and
                that such failure would not be adequately compensable in damages,
                and
                therefore agrees that its agreements contained in such Section 1
                may be
                specifically enforced. In the event that the Registration Statement
                to be
                filed by the Company pursuant to Section 1(b) above is not filed
                with the
                SEC within 60 days from the final Closing Date of the Second Offering
                (the
                “Registration Default”), then for every 30 day period or increment there
                of that the Company is late in filing the Registration Statement,
                the
                Company shall issue to the Investor, as liquidated damages for such
                failure and not as a penalty, additional Common Shares in whole share
                increments equal to 1% of the Common Shares purchased by the Investor
                in
                the Offering until such Registration Statement has been filed. Such
                issuance of Common Shares as liquidated damages shall be made to
                the
                Investor within five calendar days of demand, provided,
                however,
                that the issuance of Common Shares as liquidated damages shall not
                relieve
                the Company from its obligations to register the Registrable Securities
                pursuant to this Agreement. Notwithstanding anything to the contrary
                contained herein, a failure of the Registration Statement to be declared
                effective, to maintain the effectiveness of a filed Registration
                Statement
                or the ability of an Investor to use an otherwise effective Registration
                Statement to effect resales of Securities shall not constitute a
                Registration Default and shall not trigger the accrual of liquidated
                damages hereunder.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              If
                the Company does not pay the amount due as liquidated damages to
                the
                Investor as set forth above, the Company will pay the Investor’s
                reasonable costs of collection, including attorneys’ fees, in addition to
                the liquidated damages. The registration of the Registrable Securities
                pursuant to this provision shall not affect or limit the Investor’s other
                rights or remedies as set forth in this
                Agreement.

            


    

    


    2. Indemnity
      and Contribution

    


    
      	(a)  	
              The
                Company agrees to indemnify and hold harmless the Investor, its officers,
                directors, employees, partners, legal counsel and accountants, and
                each
                person controlling such Investor within the meaning of Section 15
                of the
                Act, and each person who controls any underwriter within the meaning
                of
                Section 15 of the Act, from and against any losses, claims, damages,
                expenses or liabilities (or actions or proceedings in respect thereof)
                to
                which such Investor or such other indemnified person may become subject
                (including in settlement of litigation, whether commenced or threatened)
                insofar as such losses, claims, damages, expenses or liabilities
                (or
                actions or proceedings in respect thereof) arise out of, or are based
                upon, any untrue statement or alleged untrue statement of a material
                fact
                or omission or alleged omission to state a material fact in the
                Registration Statement, including all documents filed as a part thereof
                and information deemed to be a part thereof, on the effective date
                thereof, or any amendment or supplements thereto, or arise out of
                any
                failure by the Company to fulfill any undertaking or covenant included
                in
                the Registration Statement or to perform its obligations hereunder
                or
                under applicable law and the Company will, as incurred, reimburse
                such
                Investor, each of its respective officers, directors, employees,
                partners,
                legal counsel and accountants, and each person controlling such Investor,
                and each person who controls any such underwriter, for any legal
                or other
                expenses reasonably incurred in investigating, defending or preparing
                to
                defend, settling, compromising or paying such action, proceeding
                or claim;
                provided,
                however,
                that the Company shall not be liable in any such case to the extent
                that
                such loss, claim, damage, expense or liability (or action or proceeding
                in
                respect thereof) arises out of, or is based upon, (i) the failure
                of any
                Investor, or any of their agents, affiliates or persons acting on
                their
                behalf, to comply with the covenants and agreements contained in
                this
                Agreement with respect to the sale of Registrable Securities, (ii)
                an
                untrue statement or omission in such Registration Statement in reliance
                upon and in conformity with written information furnished to the
                Company
                by an instrument duly executed by or on behalf of the Investor, or
                any of
                its agents, affiliates or persons acting on its behalf, and stated
                to be
                specifically for use in preparation of the Registration Statement
                and not
                corrected in a timely manner by the Investor in writing or (iii)
                an untrue
                statement or omission in any prospectus that is corrected in any
                subsequent prospectus, or supplement or amendment thereto, that was
                delivered to the Investor prior to the pertinent sale or sales by
                such
                Investor and not delivered by the Investor to the individual or entity
                to
                which it made such sale(s) prior to such
                sale(s).

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	(b)  	
              The
                Investor agrees to indemnify and hold harmless the Company from and
                against any losses, claims, damages, expenses or liabilities (or
                actions
                or proceedings in respect thereof) to which the Company may become
                subject
                (under the Act or otherwise) insofar as such losses, claims, damages,
                expenses or liabilities (or actions or proceedings in respect thereof)
                arise out of, or are based upon (i) the failure of the Investor or
                any of
                its agents, affiliates or persons acting on its behalf, to comply
                with the
                covenants and agreements contained in this Agreement with respect
                to the
                sale of Registrable Securities; or (ii) an untrue statement or alleged
                untrue statement of a material fact or omission to state a material
                fact
                in the Registration Statement in reliance upon and in conformity
                with
                written information furnished to the Company by an instrument duly
                executed by or on behalf of such Investor and stated to be specifically
                for use in preparation of the Registration Statement; provided,
                however,
                that the Investor shall not be liable in any such case for (i) any
                untrue
                statement or alleged untrue statement or omission in any prospectus
                or
                Registration Statement which statement has been corrected, in writing,
                by
                such Investor and delivered to the Company before the sale from which
                such
                loss occurred; or (ii) an untrue statement or omission in any prospectus
                that is corrected in any subsequent prospectus, or supplement or
                amendment
                thereto, that was delivered to the Investor prior to the pertinent
                sale or
                sales by the Investor and delivered by the Investor to the individual
                or
                entity to which it made such sale(s) prior to such sale(s), and the
                Investor, severally and not jointly, will, as incurred, reimburse
                the
                Company for any legal or other expenses reasonably incurred in
                investigating, defending or preparing to defend any such action,
                proceeding or claim. Notwithstanding the foregoing, the Investor
                shall not
                be liable or required to indemnify the Company in the aggregate for
                any
                amount in excess of the net amount received by the Investor from
                the sale
                of the Registrable Securities, to which such loss, claim, damage,
                expense
                or liability (or action proceeding in respect thereof)
                relates.

            


    

    


    
      	(c)  	
              Promptly
                after receipt by any indemnified person of a notice of a claim or
                the
                beginning of any action in respect of which indemnity is to be sought
                against an indemnifying person pursuant to this Section 2, such
                indemnified person shall notify the indemnifying person in writing
                of such
                claim or of the commencement of such action and, subject to the provisions
                hereinafter stated, in case any such action shall be brought against
                an
                indemnified person, the indemnifying person shall be entitled to
                participate therein, and, to the extent that it shall wish, to assume
                the
                defense thereof. After notice from the indemnifying person to such
                indemnified person of the indemnifying person’s election to assume the
                defense thereof, the indemnifying person shall not be liable to such
                indemnified person for any legal expenses subsequently incurred by
                such
                indemnified person in connection with the defense thereof; provided,
                however,
                that if there exists or shall exist a conflict of interest that would,
                in
                the opinion of counsel to the indemnified party, make it inappropriate
                under applicable laws or codes of professional responsibility for
                the same
                counsel to represent both the indemnified person and such indemnifying
                person or any affiliate or associate thereof, the indemnified person
                shall
                be entitled to retain its own counsel at the expense of such indemnifying
                person; provided,
                further,
                that the indemnifying person shall not be obligated to assume the
                expenses
                of more than one counsel to represent all indemnified persons. In
                the
                event of such separate counsel, such counsel shall agree to reasonably
                cooperate.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	(d)  	
              If
                the indemnification provided for in this Section 2 is unavailable
                or
                insufficient to hold harmless an indemnified party under subsection
                (a) or
                (b) above in respect of any losses, claims, damages, expenses or
                liabilities (or actions or proceedings in respect thereof) referred
                to
                therein, then each indemnifying party shall contribute to the amount
                paid
                or payable by such indemnified party as a result of such losses,
                claims,
                damages, expenses or liabilities (or actions or proceedings in respect
                thereof) in such proportion as is appropriate to reflect the relative
                fault of the Company on the one hand and the Investor, or its agents,
                affiliates or persons acting on its behalf, on the other in connection
                with the statements or omissions which resulted in such losses, claims,
                damages, expenses or liabilities (or actions or proceedings in respect
                thereof), as well as any other relevant equitable considerations.
                The
                relative fault shall be determined by reference to, among other things,
                whether the untrue or alleged untrue statement of a material fact
                or the
                omission or alleged omission to state a material fact relates to
                information supplied by the Company on the one hand or the Investor,
                or
                its agents, affiliates or persons acting on its behalf, on the other
                and
                the parties’ relative intent, knowledge, access to information and
                opportunity to correct or prevent such statement or omission. The
                Company
                and the Investor agree that it would not be just and equitable if
                contribution pursuant to this subsection (d) were determined by any
                other
                method of allocation which does not take into account the equitable
                considerations referred to above in this subsection (d). The amount
                paid
                or payable by an indemnified party as a result of the losses, claims,
                damages, expenses or liabilities (or actions or proceedings in respect
                thereof) referred to above in this subsection (d) shall be deemed
                to
                include any legal or other expenses reasonably incurred by such
                indemnified party in connection with investigating or defending any
                such
                action or claim. No person guilty of fraudulent misrepresentation
                (within
                the meaning of Section 11(f) of the Act) shall be entitled to contribution
                from any person who was not guilty of such fraudulent misrepresentation.
                In any event, the Investor shall not be liable or required to contribute
                to the Company in the aggregate for any amount in excess of the net
                amount
                received by the Investor from the sale of its Registrable
                Securities.

            


    

    


    3. Miscellaneous

    


    
      	 	
              (a)

            	
              Severability.
                The provisions of this Agreement are severable, so that the invalidity
                or
                unenforceability of any provision of this Agreement shall not affect
                the
                validity or enforceability of any other term or provision of this
                Agreement, which shall remain in full force and
                effect.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Specific
                Performance.
                In addition to any and all other remedies that may be available at
                law in
                the event of any breach of this Agreement, the Company and the Investor
                shall be entitled to specific performance of the agreements and
                obligations of the other parties hereunder and to such other injunctive
                or
                other equitable relief as may be granted by a court of competent
                jurisdiction. 

            


    

     

    
      	 	
              (c)

            	
              Governing
                Law.
                This Agreement shall be governed by, and construed and enforced in
                accordance with, the laws of the State of California (without reference
                to
                the conflicts of law provisions
                thereof).

            


    

     

    
      	 	
              (d)

            	
              Notices.
                All notices, requests, consents, and other communications under this
                Agreement shall be in writing and shall be delivered by hand, sent
                via a
                reputable nationwide overnight courier service, mailed by first class
                certified or registered mail, return receipt requested, postage prepaid,
                or by email or fax communication as
                follows:

            


    

     

    (i) in
      the
      case of Investor, to the address set forth on the signature page below or such
      other address as the Investor may provide to the Company;

     

    (ii)  in
      the case of the Company, to the Company at

    


    Quintessence
      Photonics Corporation

    15632
      Roxford Street

    Sylmar,
      CA 91342

    Facsimile:
      (818) 833-1342

    


    


    With
      a
      copy to:

    


    Ryan
      S.
      Hong, Esq.

    RICHARDSON
      & PATEL LLP

    10900
      Wilshire Blvd., Suite 500

    Los
      Angeles, California 90024

    Facsimile:
      (310) 208-1154

    


     

    Any
      notice or request required or permitted by the provisions hereof shall be deemed
      given to and received when delivered in hand or by courier, telecopier (with
      confirmation) or email, or certified or registered mail (with receipt) at the
      address designated in this Section 3(d). Any party hereto may designate a change
      of address by written notice to the other parties given at least ten days before
      such change is to become effective for purposes of this Agreement.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (e)

            	
              Complete
                Agreement.
                This Agreement together with the Subscription Agreement and the Memorandum
                constitutes the entire agreement among the parties with respect to
                the
                subject matter hereof and supersedes all prior agreements, understandings
                and negotiations, both written and oral, among the parties or any
                of them
                with respect to the subject matter of this
                Agreement.

            


    

     

    
      	 	
              (f)

            	
              Counterparts
                and Facsimile.
                This Agreement may be executed in any number of counterparts, each
                of
                which shall be deemed to be an original, and all of which together
                shall
                constitute one Agreement binding on all the parties hereto. The parties
                are entitled to rely on delivery of a facsimile copy of this Agreement
                and
                delivery of such executed Agreement shall be legally effective to
                create a
                valid and binding agreement between the Company and the Investor
                in
                accordance with the terms hereof. 

            


    

     

    
      	 	
              (g)

            	
              Captions.
                Captions of sections have been added only for convenience and shall
                not be
                deemed to be a part of this
                Agreement.

            


    

     

    
      	 	
              (h)

            	
              Future
                Assurances:
                Each of the parties hereto will from time to time execute and deliver
                all
                such further documents and instruments and do all acts and things
                as the
                other party may, either before or after the Closing, reasonably require
                to
                effectively carry out or better evidence or perfect the full intent
                and
                meaning of this Agreement.

            


    

     

    
      	 	
              (i)

            	
              Attorneys
                Fees.
                In
                the event any Party hereto shall commence legal proceedings against
                the
                other to enforce the terms hereof, or to declare rights hereunder,
                as the
                result of a breach of any covenant or condition of this Agreement,
                the
                prevailing party in any such proceeding shall be entitled to recover
                from
                the losing party its costs of suit, including reasonable attorneys'
                fees,
                as may be fixed by the court.

            


    

     

    
      	 	
              (j)

            	
              Due
                Dates.
                If the obligations of any party become due on a Saturday, Sunday
                or
                national holiday at which the SEC is closed, then the obligation
                shall
                become due on the next business day
                thereafter.

            


    

     

    
      	 	
              (k)

            	
              Modification
                and Waiver.
                No modification or waiver of any term hereof shall be effective unless
                in
                writing, signed by both parties; provided that, Investor shall be
                bound by
                any modification of a term accepted by holders of a majority of
                Registrable Securities in each Registration Rights Agreement between
                each
                of such holders and the Company. 

            


    

     

    IN
      WITNESS WHEREOF, this Agreement has been executed by the parties hereto as
      of
      the day and year first above written.

     

    
      	 	 	QUINTESSENCE
              PHOTONICS CORPORATION
	 	 
	 
 	 
 	 
 
	 	  	 
	 	
              
BY:
              Jeffrey Ungar
	 	ITS:
              CEO


    

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    Signature
      Page

    Registration
      Rights Agreement

    between
      Quintessence Photonics Corporation

    and
      Certain Investors

     

    
      	Investor 	 	Individual Investors
	 	 	
            
	Date:______________________________________	 	_____________________________________
	
            	 	Signature*
	 	 	
            
	Address:____________________________________	 	_____________________________________
	           
              ____________________________________	 	Name
	           
              	 	
            
	Telephone No.:________________________________	 	_____________________________________
	
            	 	Signature*
	
            	 	
            
	Fax No.:_____________________________________	 	_____________________________________
	
            	 	Name
	 	 	 
	E-mail address:________________________________	 	*Joint tenants both sign
	 	 	 
	 	 	Entity Investors
	 	 	 
	 	 	_____________________________________
	 	 	Name of Entity
	 	 	 
	 	 	By_____________________________________
	 	 	Name___________________________________
	 	 	Title____________________________________


    

     

    
      
        
        

      

      
        11