0000899797-04-000431 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 28th, 2004 • Neutron Enterprises Inc • Services-business services, nec • Nevada

This Registration Rights Agreement (this "Agreement") is made and entered into as of December __, 2004, by and among Neutron Enterprises, Inc., a Nevada corporation (the "Company"), and 2024069 Ontario Inc. and Elumalite Technologies, Inc. (each a "Purchaser" and collectively, the "Purchasers").

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PUT AND CALL AGREEMENT
Put and Call Agreement • December 28th, 2004 • Neutron Enterprises Inc • Services-business services, nec • Ontario

WHEREAS in connection with an asset purchase, technology transfer and license agreement (the "Asset Purchase Agreement") made as of December , 2004 among and between Neutron Exchangeco, 2024069, Neutron Holdings and Neutron, Neutron Exchangeco will issue exchangeable shares (the "Exchangeable Shares") to 2024069;

ASSET PURCHASE, TECHNOLOGY TRANSFER AND LICENCE AGREEMENT BETWEEN 2024069 ONTARIO INC. AND 4234260 Canada Inc. AND 4234251 Canada Inc. AND NEUTRON ENTERPRISES, INC. December __, 2004
Asset Purchase • December 28th, 2004 • Neutron Enterprises Inc • Services-business services, nec • Ontario

THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants, agreements, representations, warranties and indemnities of the parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), the parties agree as follows:

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