SKYBRIDGE WIRELESS INC
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<TITLE>regrig for skybridge</TITLE>
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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>REGISTRATION RIGHTS
AGREEMENT </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>REGISTRATION
RIGHTS AGREEMENT </B>(&#147;Agreement&#148;), is entered into as of the 30 day of
September 2004 (this &#147;Agreement&#148;), by and between <B>GLOBALVEST PARTNERS,
LLC,</B> a limited liability company organized and existing under the laws of the state of
New York (the &#147;Investor&#148;), and <B>SKYBRIDGE WIRELESS, INC.</B>., a corporation
organized and existing under the laws of the State of Nevada (the &#147;Company&#148;). </FONT></P>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>RECITALS </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS</B>,
upon the terms and subject to the conditions of the Private Equity Credit Agreement
(&#147;Purchase Agreement&#148;), between the Investor and the Company, the Company has
agreed to issue and sell to the Investor up to Four Million Five Hundred Thousand Dollars
($4,500,000) of the common stock of the Company (&#147;Subscribed Shares&#148;), $.001 par
value per share (the &#147;Common Stock&#148;), and </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS</B>,
to induce the Investor to execute and deliver the Purchase Agreement, the Company has
agreed to provide certain registration rights under the Securities Act of 1933, as
amended, and the rules and regulations thereunder, or any similar successor statute
(collectively, &#147;Securities Act&#148;), and applicable state securities laws with
respect to the shares of Common Stock issued or issuable pursuant to the Purchase
Agreement; </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>NOW,
THEREFORE</B>, in consideration of the premises and the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Investor hereby agree as follows: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;<B>1.</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B> Definitions.</B> </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          As used in this Agreement, the following terms shall have the following meaning: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          &#147;Potential Material Event&#148; means any of the following: (a) the
          possession by the Company of material information not ripe for disclosure in a
          Registration Statement, which shall be evidenced by determinations in good faith
          by the Board of Directors of the Company that disclosure of such information in
          the Registration Statement would be detrimental to the business and affairs of
          the Company, or (b) any material engagement or activity by the Company which
          would, in the good faith determination of the Board of Directors of the Company,
          be adversely affected by disclosure in a Registration Statement at such time,
          which determination shall be accompanied by a good faith determination by the
          Board of Directors of the Company that the Registration Statement would be
          materially misleading absent the inclusion of such information. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          &#147;Subscription Date&#148; means the date of this Agreement. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          &#147;Register&#148;, &#147;registered&#148; and &#147;registration&#148; refer
          to a registration effected by preparing and filing a Registration Statement or
          Statements in compliance with the Securities Act and pursuant to Rule 415 under
          the Securities Act or any successor rule providing for </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;offering
securities on a delayed or continuous basis (&#147;Rule 415&#148;), and the declaration or
ordering of effectiveness of such Registration Statement by the United States Securities
and Exchange Commission (the &#147;SEC&#148;). </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          &#147;Registrable Securities&#148; means the Subscribed Shares, the Commitment
          Shares and the Blackout Shares. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          &#147;Registration Statement&#148; means a registration statement of the Company
          under the Securities Act. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Capitalized terms used herein and not otherwise defined herein shall have the
          respective meanings set forth in the Purchase Agreement. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;<B>2.</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Registration.</B> </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Mandatory Registration. The Company shall prepare and file with the SEC, no
          later than one hundred twenty (120) days after the date hereof a Registration
          Statement on Form SB-2 (or such other appropriate form) covering no less than
          400 million shares of Common Stock. Such Registration Statement shall state
          that, in accordance with the Securities Act, it also covers such indeterminate
          number of additional shares of Common Stock as may become issuable to prevent
          dilution resulting from stock splits, or stock dividends. If at any time the
          number of shares issued or issuable pursuant to the Purchase Agreement exceeds
          the aggregate number of shares of Common Stock then registered, the Company
          shall, within ten (10) business days after receipt of written notice from the
          Investor, file with the SEC an additional Registration Statement to register the
          number of additional shares of Common Stock that exceed the aggregate number of
          shares of Common Stock already registered. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;<B>3.</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Obligation of the Company.</B> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
connection with the registration of the Registrable Securities, the Company shall do each
of the following: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Prepare promptly, and file with the SEC, the original filing, during the time
          period set forth in Section 2(a), a Registration Statement with respect to not
          less than the number of Registrable Securities provided in Section 2(a) above,
          and, thereafter, use all diligent efforts to cause the Registration Statement
          relating to the Registrable Securities to become effective the earlier of (a)
          five (5) business days after notice from the Securities and Exchange Commission
          that the Registration Statement may be declared effective, or (b) one hundred
          eighty (180) days after the Subscription Date, and keep the Registration
          Statement effective at all times until the earliest of (i) the date that is
          three (3) months after the completion of the last Closing Date under the
          Purchase Agreement, (ii) the date when the Investor may sell all Registrable
          Securities under Rule 144 without volume and manner of sale limitations, or
          (iii) the date the Investor no longer owns any of the Registrable Securities
          (collectively, the &#147;Registration Period&#148;), which Registration
          Statement (including any amendments or supplements, thereto and prospectuses
          contained therein) shall not contain any untrue statement of a material fact or
          omit to state a material fact required to be stated therein or necessary to make
          the statements therein, in the light of the circumstances under which they were
          made, not misleading; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Prepare and file with the SEC such amendments (including post-effective
          amendments) and supplements to the Registration Statement and the prospectus
          used in connection with the Registration Statement as may be necessary to keep
          the Registration Statement effective at all times during the Registration
          Period, and, during the Registration Period, and to comply with the provisions
          of the Securities Act with respect to the disposition of all Registrable
          Securities of the Company covered by the Registration Statement until the
          expiration of the Registration Period; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Permit a single firm of counsel designated by Investor to review the
          Registration Statement and all amendments and supplements thereto a reasonable
          period of time (but not less than three (3) Business Days) prior to their filing
          with the SEC, and not file any document in a form to which such counsel
          reasonably objects. The cost for such review will be the responsibility of
          Company; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Notify Investor and Investor&#146;s legal counsel identified to the Company
          (which, until further notice, shall be deemed to be McLaughlin &amp; Stern, LLP;
          &#147;Investor&#146;s Counsel&#148;) (and, in the case of (i)(A) below, not less
          than one (1) Business Day prior to such filing) and (if requested by any such
          person) confirm such notice in writing no later than one (1) Business Day
          following the day (i): (A) when a prospectus or any prospectus supplement or
          post-effective amendment to the Registration Statement is proposed to be filed;
          (B) whenever the SEC notifies the Company whether there will be a
          &#147;review&#148; of such Registration Statement; (C) whenever the Company
          receives (or a representative of the Company receives on its behalf) any oral or
          written comments from the SEC with respect to a Registration Statement (copies
          or, in the case of oral comments, written or oral summaries of such comments
          shall be promptly furnished by the Company to Investor&#146;s Counsel); and (D)
          with respect to the Registration Statement or any post-effective amendment, when
          the same has become effective; (ii) of any request by the SEC or any other
          Federal or state governmental authority for amendments or supplements to the
          Registration Statement or the prospectus or for additional information; (iii) of
          the issuance by the SEC of any stop order suspending the effectiveness of the
          Registration Statement covering any or all of the Registrable Securities or the
          initiation of any proceedings for that purpose; (iv) if at any time any of the
          representations or warranties of the Company contained in any agreement
          contemplated hereby ceases to be true and correct in all material respects; (v)
          of the receipt by the Company of any notification with respect to the suspension
          of the qualification or exemption from qualification of any of the Registrable
          Securities for sale in any jurisdiction, or the initiation or threatening of any
          proceeding for such purpose; and (vi) of the occurrence of any event that to the
          knowledge of the Company makes any statement made in the Registration Statement
          or the prospectus or any document incorporated or deemed to be incorporated
          therein by reference untrue in any material respect or that requires any
          revisions to the Registration Statement, the prospectus or other documents so
          that, in the case of the Registration Statement or the prospectus, as the case
          may be, it will not contain any untrue statement of a material fact or omit to
          state any material fact required to be stated therein or necessary to make the
          statements therein, in the light of the circumstances under which they were
          made, not misleading. In addition, the Company shall furnish Investor&#146;s
          Counsel with copies of all intended written responses to the comments
          contemplated in clause (C) of this Section not later than one (1) Business Day
          in advance of the filing of such responses with the SEC so that Investor shall
          have the opportunity to comment thereon; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Furnish to Investor, (i) promptly after the same is prepared and publicly
          distributed, filed with the SEC, or received by the Company, one (1) copy of the
          Registration Statement, each preliminary prospectus and the prospectus, and each
          amendment or supplement thereto, and (ii) such number of copies of a prospectus,
          including a preliminary prospectus, and all amendments and supplements thereto
          and such other documents, as the Investor may reasonably request in order to
          facilitate the disposition of the Registrable Securities owned by the Investor; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Use all diligent efforts to (i) register and/or qualify the Registrable
          Securities covered by the Registration Statement under such other securities or
          blue sky laws of such jurisdictions as the Investor may reasonably request and
          in which significant volumes of shares of Common Stock are traded, (ii) prepare
          and file in those jurisdictions such amendments (including post-effective
          amendments) and supplements to such registrations and qualifications as may be
          necessary to maintain the effectiveness thereof at all times during the
          Registration Period, (iii) take such other actions as may be necessary to
          maintain such registrations and qualification in effect at all times during the
          Registration Period, and (iv) take all other actions reasonably necessary or
          advisable to qualify the Registrable Securities for sale in such jurisdictions:
          provided, however, that the Company shall not be required in connection
          therewith or as a condition thereto to (A) qualify to do business in any
          jurisdiction where it would not otherwise be required to qualify but for this
          Section 3(f), (B) subject itself to general taxation in any such jurisdiction,
          (C) file a general consent to service of process in any such jurisdiction, (D)
          provide any undertakings that cause more than nominal expense or burden to the
          Company or (E) make any change in its charter or by-laws or any then existing
          contracts, which in each case the Board of Directors of the Company determines
          to be contrary to the best interests of the Company and its stockholders; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          As promptly as practicable after becoming aware of such event, notify the
          Investor of the happening of any event of which the Company has knowledge, as a
          result of which the prospectus included in the 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, in the light of the circumstances under which they were made, not
          misleading (&#147;Registration Default&#148;), and use all diligent efforts to
          promptly prepare a supplement or amendment to the Registration Statement or
          other appropriate filing with the SEC to correct such untrue statement or
          omission, and take any other necessary steps to cure the Registration Default,
          and deliver a number of copies of such supplement or amendment to the Investor
          as the Investor may reasonably request. In the event that the Company shall fail
          to cure the Registration Default within twenty (20) business days then the
          Company shall pay to the Investor, as liquidated damages, an amount equal to
          1.5% of the Investor&#146;s cost of all shares of Common Stock then held by the
          Investor for each fifteen (15) day period or portion thereof, beginning on the
          date of suspension; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          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 notice of effectiveness or any
          stop order or other suspension of the effectiveness of the Registration
          Statement at the earliest possible time; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Notwithstanding the foregoing, if at any time or from time to time after the
          date of effectiveness of the Registration Statement, the Company notifies
          Investor in writing of the existence of a Potential Material Event
          (&#147;Blackout Notice&#148;), Investor shall not offer or sell any Registrable
          Securities, or engage in any other transaction involving or relating to the
          Registrable Securities, from the time of the giving of notice with respect to a
          Potential Material Event until 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; provided, however, that (a) the
          Company may not so suspend the right to such holders of Registrable Securities
          for more than four (4) fifteen (15) day periods in the aggregate during any
          12-month period (&#147;Blackout Period&#148;) with at least a ten (10) Business
          Day interval between such periods, during the periods the Registration Statement
          is required to be in effect, or (b) that if such Blackout Period exceeds the
          permitted fifteen (15) day periods, then the Company shall pay to the Investor,
          as liquidated damages, an amount equal to 1.5% of the Investor&#146;s cost of
          all shares of Common Stock then held by the Investor for each fifteen (15) day
          period or portion thereof, beginning on the date of the suspension; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Use its commercially reasonable efforts, if eligible, either to (i) cause all
          the Registrable Securities covered by the Registration Statement to be listed on
          a national securities exchange and on each additional national securities
          exchange on which securities of the same class or series issued by the Company
          are then listed, if any, if the listing of such Registrable Securities is then
          permitted under the rules of such exchange, or (ii) secure designation of all
          the Registrable Securities covered by the Registration Statement on the National
          Association of Securities Dealers Automated Quotations System (&#147;Nasdaq)
          &#147;Small Capitalization&#148; within the meaning of Rule 11Aa 2-1 of the SEC
          under the Securities Exchange Act of 1934, as amended (the &#147;Exchange
          Act&#148;), and the quotation of the Registrable Securities on the Nasdaq Small
          Cap Market; or if, despite the Company&#146;s commercially reasonable efforts to
          satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing
          so, to secure NASD authorization and quotation for such Registrable Securities
          on the over-the-counter bulletin board and, without limiting the generality of
          the foregoing, to arrange for at least two market makers to register with the
          National Association of Securities Dealers, Inc. (&#147;NASD&#148;) as such with
          respect to the Registrable Securities; provided, however, that the Investor
          acknowledges that the Company does not currently meet the requirements for
          listing on a national securities exchange or the Nasdaq Small Cap Market
          pursuant to (i) or (ii) and that nothing in this section shall be construed to
          require the Company to pursue such qualification until such time as the Company
          satisfies such requirements for a period of not less than forty-five (45) days; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(k)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Provide a transfer agent for the Registrable Securities not later than the
          Subscription Date of the Registration Statement; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(l)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Cooperate with the Investor to facilitate the timely preparation and delivery of
          certificates for the Registrable Securities to be offered pursuant to the
          Registration Statement and enable such certificates for the Registrable
          Securities to be in such denominations or amounts as the case may be, as the
          Investor may reasonably request and registration in such names as the Investor
          may request; and, within five (5) business days after a Registration Statement
          which includes Registrable Securities is ordered effective by the SEC, the
          Company shall deliver, and shall cause legal counsel selected by the Company to
          deliver, to the Transfer Agent for the Registrable Securities (with copies to
          the Investor) an appropriate instruction and opinion of such counsel, if so
          required by the Company&#146;s Transfer Agent; and </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(m)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Take all other reasonable actions necessary to expedite and facilitate
          distribution to the Investor of the Registrable Securities pursuant to the
          Registration Statement. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Obligations of the Investor.</B> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
connection with the registration of the Registrable Securities, the Investor shall have
the following obligations; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          It shall be a condition precedent to the obligations of the Company to complete
          the registration pursuant to this Agreement with respect to the Registrable
          Securities of the Investor that the Investor shall timely furnish to the Company
          such information regarding itself, the Registrable Securities held by it, and
          the intended method of disposition of the Registrable Securities held by it, as
          shall be reasonably required to effect the registration of such Registrable
          Securities and shall timely execute such documents in connection with such
          registration as the Company may reasonably request. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The Investor by such Investor&#146;s acceptance of the Registrable Securities
          agrees to cooperate with the Company as reasonably requested by the Company in
          connection with the preparation and filing of the Registration Statement
          hereunder; and </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The Investor agrees that, upon receipt of any notice from the Company of the
          happening of any event of the kind described in Section 3(g) or 3(h) above, the
          Investor will immediately discontinue disposition of Registrable Securities
          pursuant to the Registration Statement covering such Registrable Securities
          until the Investor receives the copies of the supplemented or amended prospectus
          contemplated by Section 3(g) or 3(h) and, if so directed by the Company, the
          Investor shall deliver to the Company (at the expense of the Company) or destroy
          (and deliver to the Company a certificate of destruction) all copies in the
          Investor&#146;s possession, of the prospectus covering such Registrable
          Securities current at the time of receipt of such notice. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Expenses of Registration. (a) All reasonable expenses incurred in connection
          with Registrations, filings or qualifications pursuant to Section 3, including,
          without limitation, all Registration, listing, and qualifications fees, printers
          and accounting fees, the fees and disbursements of counsel for the Company shall
          be borne by the Company. A fee for a single counsel for Investor for the initial
          Registration Statement and for each Additional Registration Statement covering
          the Registrable Securities shall be borne by the Company. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Except as otherwise provided for in Schedule 5(b) attached hereto, neither the
          Company nor any of its Affiliates has, as of the date hereof, and the Company
          shall not on or after the date of this Agreement, enter into any agreement with
          respect to its securities that is inconsistent with the rights granted to
          Investor in this Agreement or otherwise conflicts with the provisions hereof.
          Except as otherwise provided for in Schedule 5(b), the Company has not
          previously entered into any agreement granting any registration rights with
          respect to any of its securities to any person. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;<B>6.</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Indemnification.</B> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;After
Registrable Securities are included in a Registration Statement under this Agreement: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          To the extent permitted by law, the Company will indemnify and hold harmless,
          the Investor, the directors, if any, of such Investor, the officers, if any, of
          such Investor, each person, if any, who controls the Investor within the meaning
          of the Securities Act or the Exchange Act (each, an &#147;Indemnified
          Person&#148;), against any losses, claims, damages, liabilities or expenses
          (joint or several) incurred (collectively, &#147;Claims&#148;) to which any of
          them may become subject under the Securities Act, the Exchange Act or otherwise,
          insofar as such Claims (or actions or proceedings, whether commenced or
          threatened, in respect thereof) arise out of or are based upon: (i) any untrue
          statement or alleged untrue statement of a material fact contained in the
          Registration Statement or any post-effective amendment thereof or 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, (ii) any
          untrue statement or alleged untrue statement of a material fact contained in any
          preliminary prospectus if used prior to the Subscription Date of such
          Registration Statement, or contained in the final prospectus (as amended or
          supplemented, if the Company files any amendment thereof or supplement thereto
          with the SEC) or the omission or alleged omission to state therein any material
          fact necessary to make the statements made therein, in the light of the
          circumstances under which the statements therein were made, not misleading or
          (iii) any violation or alleged violation by the Company of the Securities Act,
          the Exchange Act, any state securities law or any rule or regulation under the
          Securities Act, the Exchange Act or any state securities law (the matters in the
          foregoing clauses (i) through (iii) being collectively referred to as
          &#147;Violations&#148;). The Company shall reimburse the Investor, promptly as
          such expenses are incurred and are due and payable, for any reasonable legal
          fees or other reasonable expenses incurred by them in connection with
          investigating or defending any such Claim. Notwithstanding anything to the
          contrary contained herein, the indemnification agreement contained in this
          Section 6(a) shall not (i) apply to any Claims arising out of or based upon a
          Violation which occurs in reliance upon and in conformity with information
          furnished in writing to the Company by or on behalf of any Indemnified Person
          expressly for use in connection with the preparation of the Registration
          Statement or any such amendment thereof or supplement thereto, if such
          prospectus was timely made available by the Company pursuant to Section 3(b)
          hereof; (ii) with respect to any preliminary prospectus, inure to the benefit of
          any such person from whom the person asserting any such Claim purchased the
          Registrable Securities that are the subject thereof (or to the benefit of any
          person controlling such person) if the untrue statement or omission of material
          fact contained in the preliminary prospectus was corrected in the prospectus, as
          then amended or supplemented, if such prospectus was timely made available by
          the Company pursuant to Section 3(b) hereof; (iii) be available to the extent
          such Claim is based on a failure of the Investor to deliver or cause to be
          delivered the prospectus made available by the Company; or (iv) apply to amounts
          paid in settlement of any Claim if such settlement is effected without the prior
          written consent of the Company, which consent shall not be unreasonably
          withheld. The Investor will indemnify the Company, its officers, directors and
          agents (including legal counsel) against any claims arising out of or based upon
          a Violation which occurs in reliance upon and in conformity with information
          furnished in writing to the Company, by or on behalf of such Investor, expressly
          for use in connection with the preparation of the Registration Statement,
          subject to such limitations and conditions set forth in the previous sentence.
          Such indemnity shall remain in full force and effect regardless of any
          investigation made by or on behalf of the Indemnified Person or Indemnified
          Party. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Promptly after receipt by an Indemnified Person under this Section 6 of notice
          of the commencement of any action (including any governmental action), such
          Indemnified Person shall, if a Claim in respect thereof is to be made against
          any indemnifying party under this Section 6, deliver to the indemnifying party a
          written notice of the commencement thereof and the indemnifying party shall have
          the right to participate in, and, to the extent the indemnifying party so
          desires, jointly with any other indemnifying party similarly noticed, to assume
          control of the defense thereof with counsel mutually satisfactory to the
          indemnifying party and the Indemnified Person, as the case may be; provided,
          however, that an Indemnified Person shall have the right to retain its own
          counsel with the reasonable fees and expenses to be paid by the indemnifying
          party, if, in the reasonable opinion of counsel retained by the indemnifying
          party, the representation by such counsel of the Indemnified Person and the
          indemnifying party would be inappropriate due to actual or potential differing
          interests between such Indemnified Person and any other party represented by
          such counsel in such proceeding. In such event, the Company shall pay for only
          one separate legal counsel for the Investor selected by the Investor. The
          failure to deliver written notice to the indemnifying party within a reasonable
          time of the commencement of any such action shall not relieve such indemnifying
          party of any liability to the Indemnified Person under this Section 6, except to
          the extent that the indemnifying party is prejudiced in its ability to defend
          such action. The indemnification required by this Section 6 shall be made by
          periodic payments of the amount thereof during the course of the investigation
          or defense; as such expense, loss, damage or liability is incurred and is due
          and payable. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;<B>7.</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Contribution.</B> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To
the extent any indemnification by an indemnifying party is prohibited or limited by law,
the indemnifying party agrees to make the maximum contribution with respect to any amounts
for which it would otherwise be liable under Section 6 to the fullest extent permitted by
law; provided, however, that (a) no contribution shall be made under circumstances where
the maker would not have been liable for indemnification under the fault standards set
forth in Section 6; (b) no seller of Registrable Securities guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any seller of Registrable Securities who was not guilty of
such fraudulent misrepresentation; and (c) contribution by any seller of Registrable
Securities shall be limited in amount to the net amount of proceeds received by such
seller from the sale of such Registrable Securities. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.
Reports under Exchange Act.</b></FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;With
a view to making available to the Investor the benefits of Rule 144 promulgated under the
Securities Act or any other similar rule or regulation of the SEC that may at any time
permit the Investor to sell securities of the Company to the public without registration
(&#147;Rule 144&#148;), the Company agrees to use its reasonable best efforts to: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          make and keep public information available, as those terms are understood and
          defined in Rule 144; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          file with the SEC in a timely manner all reports and other documents required of
          the Company under the Exchange Act; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          furnish to the Investor so long as the Investor owns Registrable Securities,
          promptly upon request, (i) a written statement by the Company that it has
          complied with the reporting requirements of Rule 144, the Securities Act and the
          Exchange Act, (ii) a copy of the most recent annual or quarterly report of the
          Company and such other reports and documents so filed by the Company solely if
          unavailable by Edgar, and (iii) such other information as may be reasonably
          requested to permit the Investor to sell such securities pursuant to Rule 144
          without registration; and </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          at the request of any Investor of Registrable Securities, give its Transfer
          Agent irrevocable instructions (supported by an opinion of Company counsel, if
          required or requested by the Transfer Agent) to the effect that, upon the
          Transfer Agent&#146;s receipt from such Investor of: </FONT></P>

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     <TABLE WIDTH=600 CELLPADDING=0 CELLSPACING=0 BORDER=0>
          <TR VALIGN=TOP>
          <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i) </FONT></TD>
          <TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          a certificate (a &#147;Rule 144 Certificate&#148;) certifying (A) that such
          Investor has held the shares of Registrable Securities which the Investor
          proposes to sell (the &#147;Securities Being Sold&#148;) for a period of not
          less than (1) year and (B) as to such other matters as may be appropriate in
          accordance with Rule 144 under the Securities Act, and </FONT></TD>
          </TR>
          </TABLE>
          <BR>

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     <TABLE WIDTH=600 CELLPADDING=0 CELLSPACING=0 BORDER=0>
          <TR VALIGN=TOP>
          <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii) </FONT></TD>
          <TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          an opinion of counsel acceptable to the Company (for which purposes it is agreed
          that the initial Investor&#146;s Counsel shall be deemed acceptable if such
          opinion is not given by Company Counsel) that, based on the Rule 144
          Certificate, the Securities Being Sold may be sold pursuant to the provisions of
          Rule 144, even in the absence of an effective Registration Statement, the
          Transfer Agent is to effect the transfer of the Securities Being Sold and issue
          to the buyer(s) or transferee(s) thereof one or more stock certificates
          representing the transferred Securities Being Sold without any restrictive
          legend and without recording any restrictions on the transferability of such
          shares on the Transfer Agent&#146;s books and records (except to the extent any
          such legend or restriction results from facts other than the identity of the
          Investor, as the seller or transferor thereof, or the status, including any
          relevant legends or restrictions, of the shares of the Securities Being Sold
          while held by the Investor). If the Transfer Agent requires any additional
          documentation at the time of the transfer, the Company shall deliver or cause to
          be delivered all such reasonable additional documentation as may be necessary to
          effectuate the issuance of an unlegended certificate. </FONT></TD>
          </TR>
          </TABLE>
          <BR>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.
Miscellaneous.</b></FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Registered Owners. A person or entity is deemed to be a holder of Registrable
          Securities whenever such person or entity owns of record such Registrable
          Securities. If the Company receives conflicting instructions, notices or
          elections from two or more persons or entities with respect to the same
          Registrable Securities, the Company shall act upon the basis of instructions,
          notice or election received from the registered owner of such Registrable
          Securities. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Rights Cumulative; Waivers. The rights of each of the parties under this
          Agreement are cumulative. The rights of each of the parties hereunder shall not
          be capable of being waived or varied other than by an express waiver or
          variation in writing. Any failure to exercise or any delay in exercising any of
          such rights shall not operate as a waiver or variation of that or any other such
          right. Any defective or partial exercise of any of such rights shall not
          preclude any other or further exercise of that or any other such right. No act
          or course of conduct or negotiation on the part of any party shall in any way
          preclude such party from exercising any such right or constitute a suspension or
          any variation of any such right. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Benefit; Successors Bound. This Agreement and the terms, covenants, conditions,
          provisions, obligations, undertakings, rights, and benefits hereof, shall be
          binding upon, and shall inure to the benefit of, the undersigned parties and
          their heirs, executors, administrators, representatives, successors, and
          permitted assigns. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Entire Agreement. This Agreement contains the entire agreement between the
          parties with respect to the subject matter hereof. There are no promises,
          agreements, conditions, undertakings, understandings, warranties, covenants or
          representations, oral or written, express or implied, between them with respect
          to this Agreement or the matters described in this Agreement, except as set
          forth in this Agreement and in the other documentation relating to the
          transactions contemplated by this Agreement. Any such negotiations, promises, or
          understandings shall not be used to interpret or constitute this Agreement. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Assignment. The rights to have the Company register Registrable Securities
          pursuant to this Agreement may be assigned by the Investors to any transferee
          (the &#147;Transferee&#148;), only if: (a) the assignment relates to not less
          than one million dollars ($1,000,000) of Registrable Securities and the
          Transferee is an Accredited Investor under Regulation D; (b) the Company
          receives a legal opinion in form and substance satisfactory to the Company that
          the proposed transfer complies with federal and state securities laws and does
          not adversely effect the validity of the transactions contemplated by this
          Agreement and the Purchase Agreement under federal and state securities laws;
          (c) the assignment requires that the Transferee be bound by all of the
          provisions contained in this Agreement, and Investor, the Company and the
          Transferee enter into a written agreement, which shall be enforceable by the
          Company against the Transferee and by the Transferee against the Company, to
          assign such rights; and (d) immediately following such transfer or assignment
          the further disposition of such securities by the transferee is restricted under
          the Securities Act and applicable state securities laws. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Amendment. Any provision of this Agreement may be amended and the observance
          thereof may be waived (either generally or in a particular instance and either
          retroactively or prospectively), only with the written consent of the Company
          and Investor. Any amendment or waiver effected in accordance with this Section 9
          shall be binding upon the Company and any subsequent Transferees. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Severability. Each part of this Agreement is intended to be severable. In the
          event that any provision of this Agreement is found by any court or other
          authority of competent jurisdiction to be illegal or unenforceable, such
          provision shall be severed or modified to the extent necessary to render it
          enforceable and as so severed or modified, this Agreement shall continue in full
          force and effect. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Notices. Notices required or permitted to be given hereunder shall be in writing
          and shall be deemed to be sufficiently given when personally delivered (by hand,
          by courier, by telephone line facsimile transmission, receipt confirmed, or
          other means) or sent by certified mail, return receipt requested, properly
          addressed and with proper postage pre-paid (i) if to the Company, at its
          executive office and (ii) if to the Investor, at the address set forth under its
          name in the Purchase Agreement, with a copy to its designated attorney, or at
          such other address as each such party furnishes by notice given in accordance
          with this Section 9(a), and shall be effective, when personally delivered, upon
          receipt and, when so sent by certified mail, five (5) business days after
          deposit with the United States Postal Service. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Governing Law. This Agreement shall be governed by the interpreted in accordance
          with the laws of the State of New York without reference to its conflicts of
          laws rules or principles. Each of the parties consents to the exclusive
          jurisdiction of the federal courts of the State of New York in connection with
          any dispute arising under this Agreement and hereby waives, to the maximum
          extent permitted by law, any objection, including any objection based on forum
          non coveniens, to the bringing of any such proceeding in such jurisdictions. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Consents. The person signing this Agreement on behalf of each party hereby
          represents and warrants that he has the necessary power, consent and authority
          to execute and deliver this Agreement on behalf of that party. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(k)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Further Assurances. In addition to the instruments and documents to be made,
          executed and delivered pursuant to this Agreement, the parties hereto agree to
          make, execute and deliver or cause to be made, executed and delivered, to the
          requesting party such other instruments and to take such other actions as the
          requesting party may reasonably require to carry out the terms of this Agreement
          and the transactions contemplated hereby. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(l)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Section Headings. The Section headings in this Agreement are for reference
          purposes only and shall not affect in any way the meaning or interpretation of
          this Agreement. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(m)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Construction. Unless the context otherwise requires, when used herein, the
          singular shall be deemed to include the plural, the plural shall be deemed to
          include each of the singular, and pronouns of one or no gender shall be deemed
          to include the equivalent pronoun of the other or no gender. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(n)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Execution in Counterparts. This Agreement may be executed in two or more
          counterparts, each of which shall be deemed an original but all of which shall
          constitute one and the same agreement. This Agreement, once executed by a party,
          may be delivered to the other party hereto by telephone line facsimile
          transmission of a copy of this Agreement bearing the signature of the party so
          delivering this Agreement. A facsimile transmission of this signed Agreement
          shall be legal and binding on all parties hereto. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>IN
WITNESS WHEREOF</B>, the parties have caused this Agreement to be duly executed by their
respective officers thereunto duly authorized as of the day and year first above written. </FONT></P>



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<TD WIDTH=40%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>SKYBRIDGE WIRELESS, INC.</B><BR><BR>
<BR> By:/s/ James Wheeler<BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>
Name: James Wheeler<BR>Title: CEO</FONT></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=600 CELLSPACING=0 CELLPADDING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>GLOBALVEST PARTNERS, LLC</B><BR><BR>
<BR>By:/s/ Barry Patterson<BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>
Name: Barry Patterson<BR>Title: President</FONT></TD>
</TR>
</TABLE>
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