<SEQUENCE>3

<FILENAME>v07327_10-2.txt

<TEXT>

                          REGISTRATION RIGHTS AGREEMENT



            This Registration Rights Agreement (this "Agreement") is made and

entered into as of September 29, 2004, by and among Logistical Support, Inc., a

Utah corporation (the "Company"), and the purchasers signatory hereto (each such

purchaser, a "Purchaser" and collectively, the "Purchasers").



            This Agreement is made pursuant to the Securities Purchase

Agreement, dated as of the date hereof among the Company and the Purchasers (the

"Purchase Agreement").



            The Company and the Purchasers hereby agree as follows:



      1. Definitions. Capitalized terms used and not otherwise defined herein

that are defined in the Purchase Agreement shall have the meanings given such

terms in the Purchase Agreement. As used in this Agreement, the following terms

shall have the following meanings:



            "Effectiveness Date" means, with respect to the initial Registration

Statement required to be filed hereunder, the earlier of (a) the 90th calendar

day following the date of the Filing Date, and (b) the fifth Trading Day

following the date on which the Company is notified by the Commission that the

Registration Statement will not be reviewed or is no longer subject to further

review and comments.



            "Effectiveness Period" shall have the meaning set forth in Section

2(a).



            "Filing Date" means, with respect to the Registration Statement

required to be filed hereunder, the 45th calendar day following the Closing

Date.



            "Holder" or "Holders" means the holder or holders, as the case may

be, from time to time of Registrable Securities.



            "Hunter Shares" means all of the shares of Common Stock owned by

Hunter World Markets, Inc.



            "Hunter Warrant" means the warrant to purchase Common Stock owned by

Hunter World Markets, Inc.



            "Indemnified Party" shall have the meaning set forth in Section

5(c).



            "Indemnifying Party" shall have the meaning set forth in Section

5(c).



            "Losses" shall have the meaning set forth in Section 5(a).



            "Offering" means 10,000,000 shares of the Company's Common Stock.



            "Proceeding" means an action, claim, suit, investigation or

proceeding (including, without limitation, an investigation or partial

proceeding, such as a deposition), whether commenced or threatened.



                                       1

<PAGE>



            "Prospectus" means the prospectus included in the Registration

Statement (including, without limitation, a prospectus that includes any

information previously omitted from a prospectus filed as part of an effective

registration statement in reliance upon Rule 430A promulgated under the

Securities Act), as amended or supplemented by any prospectus supplement, with

respect to the terms of the offering of any portion of the Registrable

Securities covered by the Registration Statement, and all other amendments and

supplements to the Prospectus, including post-effective amendments, and all

material incorporated by reference or deemed to be incorporated by reference in

such Prospectus.



            "Registrable Securities" means all of the shares included in the

Offering, together with the Hunter Shares, any shares issuable upon exercise of

the Hunter Warrant and any shares of Common Stock issued or issuable upon any

stock split, dividend or other distribution, recapitalization or similar event

with respect to the foregoing and excluding the shares that may be issued to

Company Counsel.



            "Registration Statement" means the registration statements required

to be filed hereunder, including (in each case) the Prospectus, amendments and

supplements to the registration statement or Prospectus, including pre- and

post-effective amendments, all exhibits thereto, and all material incorporated

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC