NexHorizon Communications, Inc.
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>8
<FILENAME>ex5.txt
<TEXT>
Exhibit 10.5

                       REGISTRATION AND LEAKOUT AGREEMENT



January 1, 2008



NexHorizon Communications, Inc.
9737 Wadsworth Parkway
Westminster, CO 80021

Gentlemen:

The undersigned,  National City Cable,  Inc.  ("NCC"),  is a beneficial owner of
375,000  shares of the Series A Preferred  Stock of  NexHorizon  Communications,
Inc,  the  successor  in  interest  of  NexHorizon  Communications,   Inc.  (the
"Company"),  par value $.0001 per share (the  "Shares"),  which have  conversion
rights to common  shares of  NexHorizon  ("Conversion  Shares").  The Shares are
acquired as part of that certain Stock  Purchase  Agreement  (the  "Agreement"),
between the Company and  National  City Cable,  Inc.  ("National,"  the Acquired
Company or the "Seller"). As part of the consideration included in the Agreement
and in  consideration  herefore,  the Company agrees to provide the  undersigned
"piggyback" registration rights to cause the Conversion Shares to be included in
those  shares  proposed  to be  registered  by the  Company  in the  filing of a
registration statement (the "Registration Statement"),  under the Securities Act
of 1933, as amended,  with the US Securities and Exchange Commission (the "SEC")
at any time commencing six months after date hereof.  In consideration for these
registration  rights,  undersigned  has  agreed to  execute  and  deliver to the
Company this "leak-out"  agreement applicable to the Common Shares and agrees to
the terms and conditions contained herein below.

The undersigned, NCC, does agree, for the benefit of the Company, that should an
order of effectiveness be issued by the SEC on such Registration Statement,  the
undersigned will not,  without the prior written consent of the Company,  in its
sole  discretion  offer to sell,  sell assign,  pledge,  hypothecate,  grant any
option for the sale of, or otherwise dispose of, directly or indirectly,  any of
the Common Shares owned by the undersigned, or subsequently acquired through the
exercise  of any  options,  warrants  or  rights,  or  conversion  of any  other
security,  or by reason of any stock split or other  distribution  of stock,  or
grant options,  rights or warrants with respect to any such  Conversion  Shares,
during the twelve (12) month  period  commencing  on the  effective  date of the
Registration Statement, except as follows: The undersigned,  NCC, shall have the
right, but not the obligation,  to sell an amount of Conversion  Shares equal to
up to 1% of the Company's issued and outstanding common shares every ninety (90)
days.  Additional Shares may only be sold by the undersigned with the consent of
the Company,  in its sole discretion.  Furthermore,  the undersigned will permit
all  certificates  evidencing  the Shares to be  endorsed  with the  appropriate
restrictive  legends  and will  consent to the  placement  of  appropriate  stop
transfer orders with the transfer agent of the Company.



<PAGE>



Notwithstanding the foregoing, the undersigned may sell or dispose of the Shares
or  Conversion  Shares,  provided that such sale or  disposition  is a privately
negotiated transaction,  the transaction is in compliance with federal and state
securities  laws and other  applicable laws in the written opinion of counsel to
the  undersigned,  NCC,  which counsel must be acceptable to the Company and its
counsel,  and the acquiror of the Shares or Conversion  Shares executes a letter
agreement  with the  Company  substantially  identical  to the  terms  contained
herein.

AGREED:

NATIONAL CITY CABLE, INC.,
a California Corporation
396 E Street
Chula Vista, CA 91910


By:
    ---------------------------------------
         Barbara Altbaum & ULTRONICS, INC.
         President


NEXHORIZON COMMUNICATIONS, INC.,
a Delaware Corporation



By:
    ---------------------------------------
         Calvin D. Smiley, Sr.
         President


Number of shares                        375,000 Series A Preferred Stock
Stock owned                             Barbara Altbaum & ULTRONICS, INC.
</TEXT>
</DOCUMENT>
