Exhibit 10.3

                         REGISTRATION RIGHTS AGREEMENT


THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made as of this 29 day
of February 2016, by and among EMPIRE GLOBAL CORP., a Delaware corporation (the
"Company"), and the "Investors" named in that certain Securities Purchase
Agreement by and among the Company and the Investors (the "Purchase Agreement").
Capitalized terms used herein have the respective meanings ascribed thereto in
the Purchase Agreement unless otherwise defined herein.

The parties hereby agree as follows:

    1.  Certain Definitions.

    As used in this Agreement, the following terms shall have the following
    meanings:

    "Common Stock" means the Company's common stock, par value $0.0001 per
    share, and any securities into which such shares may hereinafter be
    reclassified.

    "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
    the rules and regulations promulgated thereunder.

    "Investors" means the Investors identified in the Purchase Agreement and any
    Affiliate or permitted transferee of any Investor who is a subsequent holder
    of any Registrable Securities.

    "Prospectus" means (i) the prospectus included in any Registration
    Statement, 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 such Registration Statement and by all other
    amendments and supplements to the prospectus, including post-effective
    amendments and all material incorporated by reference in such prospectus,
    and (ii) any "free writing prospectus" as defined in Rule 405 under the
    Securities Act.

    "Register," "registered" and "registration" refer to a registration made by
    preparing and filing a Registration Statement or similar document in
    compliance with the Securities Act (as defined below), and the declaration
    or ordering of effectiveness of such Registration Statement or document.

    "Registrable Securities" means (i) the Shares and (ii) any other securities
    issued or issuable with respect to or in exchange for Registrable
    Securities, whether by merger, charter amendment or otherwise; provided,
    that, a security shall cease to be a Registrable Security upon (A) sale
    pursuant to a Registration Statement or Rule 144 under the Securities Act,
    or (B) such security becoming eligible for sale by the holder thereof
    (whether or not such holder is deemed to be an Affiliate of the Company)
    without the need for current public information or other restriction by the
    Investors pursuant to Rule 144.

    "Registration Statement" means any registration statement of the Company
    filed under the Securities Act that covers the resale of any of the
    Registrable Securities pursuant to the provisions of this Agreement,
    amendments and supplements to such Registration Statement, including
    post-effective amendments, all exhibits and all material incorporated by
    reference in such Registration Statement.

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    "Required Investors" means (i) each Investor which, together with its
    Affiliates, beneficially owns (calculated as provided in Rule 13d-3 under
    the Exchange Act) at least 25% of the Registrable Securities and (ii) the
    Investors which, together with their respective Affiliates, beneficially own
    (calculated as provided in Rule 13d-3 under the Exchange Act) at least a
    majority of the Registrable Securities then beneficially owned by all of the
    Investors.

    "SEC" means the U.S. Securities and Exchange Commission.

    "Securities Act" means the Securities Act of 1933, as amended, and the rules
    and regulations promulgated thereunder.

    "Shares" means the shares of Common Stock issued or to be issued pursuant to
    the Convertible Promissory Note and Warrant and any other security,
    agreement, document or transaction, issued to the Purchaser under the
    Purchase Agreement.

    2.   Registration.

        (a) Registration Statements.

            (i)     Initial Registration Statement.  Within a reasonable period
            of time after the Securities Purchase Agreement is closed (the
            "Filing Deadline") but in no event prior to the filing of the
            Company's Annual Report on Form 10-K for the year ended December
            31, 2015, the Company shall prepare and file with the SEC one
            Registration Statement on Form S-1, covering the resale of the
            Registrable Securities. Subject to any SEC comments, such
            Registration Statement shall include the plan of distribution
            attached hereto as Exhibit A; provided, however, that no Investor
            shall be named as an "underwriter" in the Registration
            Statement without the Investor's prior written consent. Except for
            holders that participate in a proposed private placement of
            convertible notes in which National Securities Corp. will serve as
            placement agent, such Registration Statement shall not include any
            shares of Common Stock or other securities for the account of any
            other holder without the prior written consent of the Required
            Investors. The Registration Statement (and each amendment or
            supplement thereto, and each request for acceleration of
            effectiveness thereof) shall be provided in accordance with Section
            3(c) to the Investors and their counsel prior to its filing or other
            submission.

            (ii)    S-3 Qualification.  Promptly following the date (the
            "Qualification Date") upon which the Company becomes eligible to
            use a registration statement on Form S-3 to register the
            Registrable Securities for resale, but in no event more than
            forty-five (45) days after the Qualification Date (the
            "Qualification Deadline"), the Company shall file a registration
            statement on Form S-3 covering the Registrable Securities (or a
            post-effective amendment on Form S-3 to the registration statement
            on Form S-1) (a "Shelf Registration Statement") and shall use
            commercially reasonable efforts to cause such Shelf Registration
            Statement to be declared effective as promptly as practicable
            thereafter.

        (b) Expenses.  The Company will pay all expenses associated with
            effecting the registration of the Registrable Securities, including
            filing and printing fees, the Company's counsel and accounting fees
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            and expenses, costs associated with clearing the Registrable
            Securities for sale under applicable state securities laws, listing
            fees, reasonable fees and expenses of one counsel to the Investors
            (up to $5,000), but excluding discounts, commissions, fees of
            underwriters, selling brokers, dealer managers or similar
            securities industry professionals with respect to the Registrable
            Securities being sold.

        (c) Effectiveness.

            (i)     The Company shall use commercially reasonable efforts to
            have the Registration Statement declared effective as soon as
            practicable. The Company shall notify the Investors by facsimile or
            e-mail as promptly as practicable, and in any event, within
            twenty-four (24) hours, after any Registration Statement is
            declared effective and shall simultaneously provide the Investors
            with copies of any related Prospectus to be used in connection with
            the sale or other disposition of the securities covered thereby.

            (ii)    For not more than twenty (20) consecutive days or for a
            total of not more than forty-five (45) days in any twelve (12)
            month period, the Company may suspend the use of any Prospectus
            included in any Registration Statement contemplated by this Section
            in the event that the Company determines in good faith that such
            suspension is necessary to (A) delay the disclosure of material
            non-public information concerning the Company, the disclosure of
            which at the time is not, in the good faith opinion of the Company,
            in the best interests of the Company or (B) amend or supplement the
            affected Registration Statement or the related Prospectus so that
            such Registration Statement or Prospectus shall not include an
            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 case of the Prospectus in light of the
            circumstances under which they were made, not misleading (an
            "Allowed Delay"); provided, that the Company shall promptly (a)
            notify each Investor in writing of the commencement of an Allowed
            Delay, but shall not (without the prior written consent of an
            Investor) disclose to such Investor any material non-public
            information giving rise to an Allowed Delay, (b) advise the
            Investors in writing to cease all sales under the Registration
            Statement until the end of the Allowed Delay and (c) use
            commercially reasonable efforts to terminate an Allowed Delay as
            promptly as practicable.

        (d) Rule 415; Cutback  If at any time the SEC takes the position that
            the offering of some or all of the Registrable Securities in a
            Registration Statement is not eligible to be made on a delayed or
            continuous basis under the provisions of Rule 415 under the
            Securities Act or requires any Investor to be named as an
            "underwriter," the Company shall use its commercially reasonable
            best efforts to persuade the SEC that the offering contemplated by
            the Registration Statement is a valid secondary offering and not an
            offering "by or on behalf of the issuer" as defined in Rule 415 and
            that none of the Investors is an "underwriter." The Investors shall
            have the right to participate or have their counsel participate in
            any meetings or discussions with the SEC regarding the SEC's
            position and to comment or have their counsel comment on any
            written submission made to the SEC with respect thereto. No such
            written submission shall be made to the SEC to which the Investors'
            counsel reasonably objects. In the event that, despite the
            Company's commercially reasonable best efforts and compliance with
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            the terms of this Section 2(d), the SEC refuses to alter its
            position, the Company shall (i) remove from the Registration
            Statement such portion of the Registrable Securities (the "Cut Back
            Shares") and/or (ii) agree to such restrictions and limitations on
            the registration and resale of the Registrable Securities as the
            SEC may require to assure the Company's compliance with the
            requirements of Rule 415 (collectively, the "SEC Restrictions");
            provided, however, that the Company shall not agree to name any
            Investor as an "underwriter" in such Registration Statement without
            the prior written consent of such Investor. Any cut-back imposed on
            the Investors pursuant to this Section 2(d) shall be allocated
            among the Investors on a pro rata basis. For the avoidance of
            doubt, for purposes of this Section 2(d), the term "commercially
            reasonable best efforts" shall not require the Company to (i)
            institute or maintain any action, suit or proceeding against the
            SEC or any member of the Staff of the SEC, or (ii) delay the
            effective date of the Registration Statement to be filed pursuant
            to Section 2(a)(i) beyond the Required Effectiveness Date so long
            as the Company is proceeding diligently and in good faith to
            respond to any other SEC comments on such Registration Statement.


        (e) Right to Piggyback Registration.

            (i)     If at any time following the date of this Agreement that any
            Registrable Securities remain outstanding (A) there is not one or
            more effective Registration Statements covering all of the
            Registrable Securities and (B) the Company proposes for any reason
            to register any shares of Common Stock under the Securities Act
            (other than pursuant to a registration statement on Form S-4 or
            Form S-8 (or a similar or successor form)) with respect to an
            offering of Common Stock by the Company for its own account or for
            the account of any of its stockholders, it shall at each such time
            promptly give written notice to the holders of the Registrable
            Securities of its intention to do so (but in no event less than
            twenty (20) days before the anticipated filing date) and, to the
            extent permitted under the Securities Act, include in such
            registration all Registrable Securities with respect to which the
            Company has received written requests for inclusion therein within
            ten (10) days after receipt of the Company's notice (a "Piggyback
            Registration"). Such notice shall offer the holders of the
            Registrable Securities the opportunity to register such number of
            shares of Registrable Securities as each such holder may request
            and shall indicate the intended method of distribution of such
            Registrable Securities.

            (ii)    Notwithstanding the foregoing, (A) if such registration
            involves an underwritten public offering, and if the Investors
            elect to participate in such public offering, the Investors must
            agree to sell their Registrable Securities to, if applicable, the
            underwriter(s) at the same price and subject to the same
            underwriting discounts and commissions that apply to the other
            securities sold in such offering (it being acknowledged that the
            Company shall be responsible for other expenses as set forth in
            Section 2(b)) and must enter into customary underwriting
            documentation for selling stockholders in an underwritten public
            offering, and (B) if, at any time after giving written notice of
            its intention to register any Registrable Securities pursuant to
            Section 2(e)(i) and prior to the effective date of the registration
            statement filed in connection with such registration, the Company
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            shall determine for any reason not to cause such registration
            statement to become effective under the Securities Act, the Company
            shall deliver written notice to the Investors and, thereupon, shall
            be relieved of its obligation to register any Registrable
            Securities in connection with such registration; provided, however,
            that nothing contained in this Section 2(e)(ii) shall limit the
            Company's liabilities and/or obligations under this Agreement,
            including, without limitation, the obligation to pay liquidated
            damages under this Section 2. If the managing underwriter(s) for
            the underwritten public offering advise the Company that the number
            of shares proposed to be included in the offering exceeds the
            number that can reasonably be sold in the offering, then the shares
            to be included in such offering shall be allocated, first, to the
            account of the Company, in the event that the public offering
            relates to a primary offering by or on behalf of the Company, or,
            if the offering is being made pursuant to a demand registration
            rights granted to one or more holders of Common Stock, such
            holders, second, to the Investors, on a pro rata basis based on the
            number of Registrable Securities the Investors sought to include in
            such offering, and third, to any other holder of Common Stock
            having the right to include its shares in such offering.

    3.  Company Obligations.  The Company will use commercially reasonable
    efforts to effect the registration of the Registrable Securities in
    accordance with the terms hereof, and pursuant thereto the Company will, as
    expeditiously as possible:

        (a) use commercially reasonable efforts to cause such Registration
            Statement to become effective and to remain continuously effective
            for a period that will terminate upon the earlier of (i) the date
            on which all Registrable Securities covered by such Registration
            Statement as amended from time to time, have been sold, and (ii)
            the date on which all Registrable Securities covered by such
            Registration Statement may be sold without restriction pursuant to
            Rule 144 (the "Effectiveness Period") and advise the Investors in
            writing when the Effectiveness Period has expired;

        (b) prepare and file with the SEC such amendments and post-effective
            amendments to the Registration Statement and the Prospectus as may
            be necessary to keep the Registration Statement effective for the
            Effectiveness Period and to comply with the provisions of the
            Securities Act and the Exchange Act with respect to the
            distribution of all of the Registrable Securities covered thereby;

        (c) provide copies to and permit counsel designated by the Investors to
            review each Registration Statement and all amendments and
            supplements thereto no fewer than three (3) Business Days prior to
            their filing with the SEC and not file any document to which such
            counsel reasonably objects;

        (d) furnish to the Investors and their legal counsel (i) promptly after
            the same is prepared and publicly distributed, filed with the SEC,
            or received by the Company (but not later than two (2) Business
            Days after the filing date, receipt date or sending date, as the
            case may be) one (1) copy of any Registration Statement and any
            amendment thereto, each preliminary prospectus and Prospectus and
            each amendment or supplement thereto, and each letter written by or
            on behalf of the Company to the SEC or the staff of the SEC, and
            each item of correspondence from the SEC or the staff of the SEC,

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            in each case relating to such Registration Statement (other than
            any portion thereof which contains information for which the
            Company has sought confidential treatment), and (ii) such number of
            copies of a Prospectus, including a preliminary prospectus, and all
            amendments and supplements thereto and such other documents as each
            Investor may reasonably request in order to facilitate the
            disposition of the Registrable Securities owned by such Investor
            that are covered by the related Registration Statement;

        (e) use commercially reasonable efforts to (i) prevent the issuance of
            any stop order or other suspension of effectiveness and (ii) if
            such order is issued, obtain the withdrawal of any such order at
            the earliest possible moment;

        (f) prior to any public offering of Registrable Securities, use
            commercially reasonable efforts to register or qualify or cooperate
            with the Investors and their counsel in connection with the
            registration or qualification of such Registrable Securities for
            offer and sale under the securities or blue sky laws of such
            jurisdictions requested by the Investors and do any and all other
            commercially reasonable acts or things necessary or advisable to
            enable the distribution in such jurisdictions of the Registrable
            Securities covered by the Registration Statement; provided,
            however, that the Company shall not be required in connection
            therewith or as a condition thereto to (i) qualify to do business
            in any jurisdiction where it would not otherwise be required to
            qualify but for this Section 3(f), (ii) subject itself to general
            taxation in any jurisdiction where it would not otherwise be so
            subject but for this Section 3(f), or (iii) file a general consent
            to service of process in any such jurisdiction;

        (g) use commercially reasonable efforts to cause all Registrable
            Securities covered by a Registration Statement to be listed on each
            securities exchange, interdealer quotation system or other market
            on which similar securities issued by the Company are then listed;

        (h) immediately notify the Investors, at any time prior to the end of
            the Effectiveness Period, upon discovery that, or upon the
            happening of any event as a result of which, the Prospectus
            includes an untrue statement of a material fact or omits to state
            any material fact required to be stated therein or necessary to
            make the statements therein not misleading in light of the
            circumstances then existing, and promptly prepare, file with the
            SEC and furnish to such holder a supplement to or an amendment of
            such Prospectus as may be necessary so that such Prospectus shall
            not include an 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 not misleading in light of the circumstances
            then existing;

        (i) otherwise use commercially reasonable efforts to comply with all
            applicable rules and regulations of the SEC under the Securities
            Act and the Exchange Act, including, without limitation, Rule 172
            under the Securities Act, file any final Prospectus, including any
            supplement or amendment thereof, with the SEC pursuant to Rule 424
            under the Securities Act, promptly inform the Investors in writing
            if, at any time during the Effectiveness Period, the Company does
            not satisfy the conditions specified in Rule 172 and, as a result
            thereof, the Investors are required to deliver a Prospectus in

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            connection with any disposition of Registrable Securities and take
            such other actions as may be reasonably necessary to facilitate the
            registration of the Registrable Securities hereunder; and make
            available to its security holders, as soon as reasonably
            practicable, but not later than the Availability Date (as defined
            below), an earnings statement covering a period of at least twelve
            (12) months, beginning after the effective date of each
            Registration Statement, which earnings statement shall satisfy the
            provisions of Section 11(a) of the Securities Act, including Rule
            158 promulgated thereunder (for the purpose of this subsection
            3(i), "Availability Date" means the 45th day following the end of
            the fourth fiscal quarter that includes the effective date of such
            Registration Statement, except that, if such fourth fiscal quarter
            is the last quarter of the Company's fiscal year, "Availability
            Date" means the 90th day after the end of such fourth fiscal
            quarter); and

        (j) With a view to making available to the Investors the benefits of
            Rule 144 (or its successor rule) and any other rule or regulation
            of the SEC that may at any time permit the Investors to sell shares
            of Common Stock to the public without registration, the Company
            covenants and agrees to: (i) make and keep public information
            available, as those terms are understood and defined in Rule 144,
            until the earlier of (A) six months after such date as all of the
            Registrable Securities may be sold without restriction by the
            holders thereof pursuant to Rule 144 or any other rule of similar
            effect or (B) such date as all of the Registrable Securities shall
            have been resold; (ii) file with the SEC in a timely manner all
            reports and other documents required of the Company under the
            Exchange Act; and (iii) furnish to each Investor upon request, as
            long as such Investor owns any Registrable Securities, (A) a
            written statement by the Company that it has complied with the
            reporting requirements of the Exchange Act, (B) a copy of the
            Company's most recent Annual Report on Form 10-K or Quarterly
            Report on Form 10-Q, and (C) such other information as may be
            reasonably requested in order to avail such Investor of any rule or
            regulation of the SEC that permits the selling of any such
            Registrable Securities without registration.

    4.  Due Diligence Review; Information.  The Company shall make available,
    during normal business hours, for inspection and review by the Investors,
    advisors to and representatives of the Investors (who may or may not be
    affiliated with the Investors and who are reasonably acceptable to the
    Company), all financial and other records, all SEC Filings (as defined in
    the Purchase Agreement) and other filings with the SEC, and all other
    corporate documents and properties of the Company as may be reasonably
    necessary for the purpose of such review, and cause the Company's officers,
    directors and employees, within a reasonable time period, to supply all
    such information reasonably requested by the Investors or any such
    representative, advisor or underwriter in connection with such Registration
    Statement (including, without limitation, in response to all questions and
    other inquiries reasonably made or submitted by any of them), prior to and
    from time to time after the filing and effectiveness of the Registration
    Statement for the sole purpose of enabling the Investors and such
    representatives, advisors and underwriters and their respective accountants
    and attorneys to conduct initial and ongoing due diligence with respect to
    the Company and the accuracy of such Registration Statement.



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    The Company shall not disclose material nonpublic information to the
    Investors, or to advisors to or representatives of the Investors, unless
    prior to disclosure of such information the Company identifies such
    information as being material nonpublic information and provides the
    Investors, such advisors and representatives with the opportunity to accept
    or refuse to accept such material nonpublic information for review and any
    Investor wishing to obtain such information enters into an appropriate
    confidentiality agreement with the Company with respect thereto.

    5.  Obligations of the Investors.

        (a) Each Investor shall furnish in writing 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 execute
            such documents in connection with such registration as the Company
            may reasonably request. At least five (5) Business Days prior to
            the first anticipated filing date of any Registration Statement,
            the Company shall notify each Investor of the information the
            Company requires from such Investor if such Investor elects to have
            any of the Registrable Securities included in the Registration
            Statement. An Investor shall provide such information to the
            Company at least two (2) Business Days prior to the first
            anticipated filing date of such Registration Statement if such
            Investor elects to have any of the Registrable Securities included
            in the Registration Statement.

        (b) Each Investor, by its 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 a
            Registration Statement hereunder, unless such Investor has notified
            the Company in writing of its election to exclude all of its
            Registrable Securities from such Registration Statement.

        (c) Each Investor agrees that, upon receipt of any notice from the
            Company of either (i) the commencement of an Allowed Delay pursuant
            to Section 2(c)(ii) or (ii) the happening of an event pursuant to
            Section 3(h) hereof, such Investor will immediately discontinue
            disposition of Registrable Securities pursuant to the Registration
            Statement covering such Registrable Securities, until the Investor
            is advised by the Company that such dispositions may again be made.


    6.  Indemnification.

        (a) Indemnification by the Company.  The Company will indemnify and hold
            harmless each Investor whose Registrable Securities are included in
            a Registration Statement and its officers, directors, members,
            employees and agents, successors and assigns, and each other
            person, if any, who controls such Investor within the meaning of
            the Securities Act, against any losses, claims, damages or
            liabilities, joint or several, to which they may become subject
            under the Securities Act or otherwise, insofar as such losses,
            claims, damages or liabilities (or actions in respect thereof)
            arise out of or are based upon: (i) any untrue statement or alleged
            untrue statement or omission or alleged omission of any material
            fact contained in any Registration Statement; (ii) any untrue
            statement or alleged untrue statement or omission or alleged

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            omission of any material fact, in light of the circumstances under
            which they were made, contained in any preliminary Prospectus or
            final Prospectus, or any amendment or supplement thereof; (ii) any
            blue sky application or other document executed by the Company
            specifically for that purpose or based upon written information
            furnished by the Company filed in any state or other jurisdiction
            in order to qualify any or all of the Registrable Securities under
            the securities laws thereof (any such application, document or
            information herein called a "Blue Sky Application"); (iii) the
            omission or alleged omission to state in a Blue Sky Application a
            material fact required to be stated therein or necessary to make
            the statements therein not misleading; (iv) any violation by the
            Company or its agents of any rule or regulation promulgated under
            the Securities Act applicable to the Company or its agents and
            relating to action or inaction required of the Company in
            connection with such registration; or (v) any failure to register
            or qualify the Registrable Securities included in any such
            Registration Statement in any state where the Company or its agents
            has affirmatively undertaken or agreed in writing that the Company
            will undertake such registration or qualification on an Investor's
            behalf and will reimburse such Investor, and each such officer,
            director or member and each such controlling person for any legal
            or other expenses reasonably incurred by them in connection with
            investigating or defending any such loss, claim, damage, liability
            or action; provided, however, that the Company will not be liable
            in any such case if and to the extent that any such loss, claim,
            damage or liability arises out of or is based upon an untrue
            statement or alleged untrue statement or omission or alleged
            omission so made in conformity with information furnished by such
            Investor or any such controlling person in writing specifically for
            use in such Registration Statement or Prospectus.

        (b) Indemnification by the Investors.  Each Investor agrees, severally
            but not jointly, to indemnify and hold harmless, to the fullest
            extent permitted by law, the Company, its directors, officers,
            employees, stockholders and each person who controls the Company
            (within the meaning of the Securities Act) against any losses,
            claims, damages, liabilities and expense (including reasonable
            attorney fees) resulting from (i) any untrue statement or alleged
            untrue statement or omission or alleged omission of any material
            fact contained in any Registration Statement; (ii) any untrue
            statement or alleged untrue statement or omission or alleged
            omission of any material fact, in light of the circumstances under
            which they were made, contained in any preliminary Prospectus or
            final Prospectus, or any amendment or supplement thereof, in each
            case to the extent, but only to the extent that such untrue
            statement or omission is contained in any information furnished in
            writing by such Investor to the Company specifically for inclusion
            in such Registration Statement or Prospectus or amendment or
            supplement thereto. In no event shall the liability of an Investor
            be greater in amount than the dollar amount of the proceeds (net
            of all expenses paid by such Investor in connection with any claim
            relating to this Section 6 and the amount of any damages such
            Investor has otherwise been required to pay by reason of such
            untrue statement or omission) received by such Investor upon the
            sale of the Registrable Securities included in the Registration
            Statement giving rise to such indemnification obligation.



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        (c) Conduct of Indemnification Proceedings.  Any person entitled to
            indemnification hereunder shall (i) give prompt notice to the
            indemnifying party of any claim with respect to which it seeks
            indemnification and (ii) permit such indemnifying party to assume
            the defense of such claim with counsel reasonably satisfactory to
            the indemnified party; provided that any person entitled to
            indemnification hereunder shall have the right to employ separate
            counsel and to participate in the defense of such claim, but the
            fees and expenses of such counsel shall be at the expense of such
            person unless (a) the indemnifying party has agreed to pay such
            fees or expenses, or (b) the indemnifying party shall have failed
            to assume the defense of such claim and employ counsel reasonably
            satisfactory to such person or (c) in the reasonable judgment of
            any such person, based upon written advice of its counsel, a
            conflict of interest exists between such person and the
            indemnifying party with respect to such claims (in which case, if
            the person notifies the indemnifying party in writing that such
            person elects to employ separate counsel at the expense of the
            indemnifying party, the indemnifying party shall not have the right
            to assume the defense of such claim on behalf of such person); and
            provided, further, that the failure of any indemnified party to
            give notice as provided herein shall not relieve the indemnifying
            party of its obligations hereunder, except to the extent that such
            failure to give notice shall materially adversely affect the
            indemnifying party in the defense of any such claim or litigation.
            It is understood that the indemnifying party shall not, in
            connection with any proceeding in the same jurisdiction, be liable
            for fees or expenses of more than one separate firm of attorneys at
            any time for all such indemnified parties. No indemnifying party
            will, except with the consent of the indemnified party, consent to
            entry of any judgment or enter into any settlement that does not
            include as an unconditional term thereof the giving by the claimant
            or plaintiff to such indemnified party of a release from all
            liability in respect of such claim or litigation.

        (d) Contribution.  If for any reason the indemnification provided for in
            the preceding paragraphs (a) and (b) is unavailable to an
            indemnified party or insufficient to hold it harmless, other than as
            expressly specified therein, then the indemnifying party shall
            contribute to the amount paid or payable by the indemnified party as
            a result of such loss, claim, damage or liability in such proportion
            as is appropriate to reflect the relative fault of the indemnified
            party and the indemnifying party, as well as any other relevant
            equitable considerations. No person guilty of fraudulent
            misrepresentation within the meaning of Section 11(f) of the
            Securities Act shall be entitled to contribution from any person not
            guilty of such  fraudulent misrepresentation. In no event shall the
            contribution obligation of a holder of Registrable Securities be
            greater in amount than the dollar amount of the proceeds (net of all
            expenses paid by such holder in connection with any claim relating
            to this Section 6 and the amount of any damages such holder has
            otherwise been required to pay by reason of such untrue or alleged
            untrue statement or omission or alleged omission) received by it
            upon the sale of the Registrable Securities giving rise to such
            contribution obligation.





                                      10
<PAGE>

            7.  Miscellaneous.

        (a) Amendments and Waivers.  This Agreement may be amended only by a
            writing signed by the Company and the Required Investors. The
            Company may take any action herein prohibited, or omit to perform
            any act herein required to be performed by it, only if the Company
            shall have obtained the written consent to such amendment, action
            or omission to act, of the Required Investors.

        (b) Notices.  All notices and other communications provided for or
            permitted hereunder shall be made as set forth in Section 5.4 of
            the Purchase Agreement.

        (c) Assignments and Transfers by Investors.  The provisions of this
            Agreement shall be binding upon and inure to the benefit of the
            Investors and their respective successors and assigns. An Investor
            may transfer or assign, in whole or from time to time in part, to
            one or more persons its rights hereunder in connection with the
            transfer of Registrable Securities by such Investor to such person,
            provided that such Investor complies with all laws applicable
            thereto and provides written notice of assignment to the Company
            promptly after such assignment is effected.

        (d) Assignments and Transfers by the Company.  This Agreement may not be
            assigned by the Company (whether by operation of law or otherwise)
            without the prior written consent of the Required Investors,
            provided, however, that in the event that the Company is a party to
            a merger, consolidation, share exchange or similar business
            combination transaction in which the Common Stock is converted into
            the equity securities of another Person, from and after the
            effective time of such transaction, such Person shall, by virtue of
            such transaction, be deemed to have assumed the obligations of the
            Company hereunder, the term "Company" shall be deemed to refer to
            such Person and the term "Registrable Securities" shall be deemed
            to include the securities received by the Investors in connection
            with such transaction unless such securities are otherwise freely
            tradable by the Investors after giving effect to such transaction.

        (e) Benefits of the Agreement.  The terms and conditions of this
            Agreement shall inure to the benefit of and be binding upon the
            respective permitted successors and assigns of the parties. Nothing
            in this Agreement, express or implied, is intended to confer upon
            any party other than the parties hereto or their respective
            successors and assigns any rights, remedies, obligations, or
            liabilities under or by reason of this Agreement, except as
            expressly provided in this Agreement.

        (f) Counterparts; Faxes.  This Agreement may be executed in two or more
            counterparts, each of which shall be deemed an original, but all of
            which together shall constitute one and the same instrument. This
            Agreement may also be executed via facsimile, which shall be deemed
            an original.

        (g) Titles and Subtitles.  The titles and subtitles used in this
            Agreement are used for convenience only and are not to be
            considered in construing or interpreting this Agreement.

        (h) Severability.  Any provision of this Agreement that is prohibited or
            unenforceable in any jurisdiction shall, as to such jurisdiction,

                                      11
<PAGE>

            be ineffective to the extent of such prohibition or
            unenforceability without invalidating the remaining provisions
            hereof but shall be interpreted as if it were written so as to be
            enforceable to the maximum extent permitted by applicable law, and
            any such prohibition or unenforceability in any jurisdiction shall
            not invalidate or render unenforceable such provision in any other
            jurisdiction. To the extent permitted by applicable law, the
            parties hereby waive any provision of law which renders any
            provisions hereof prohibited or unenforceable in any respect.

        (i) Further Assurances.  The parties shall execute and deliver all such
            further instruments and documents and take all such other actions
            as may reasonably be required to carry out the transactions
            contemplated hereby and to evidence the fulfillment of the
            agreements herein contained.

        (j) Entire Agreement.  This Agreement is intended by the parties as a
            final expression of their agreement and intended to be a complete
            and exclusive statement of the agreement and understanding of the
            parties hereto in respect of the subject matter contained herein.
            This Agreement supersedes all prior agreements and understandings
            between the parties with respect to such subject matter.

        (k) Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.  This
            Agreement shall be governed by, and construed in accordance with,
            the internal laws of the State of New York without regard to the
            choice of law principles thereof. Each of the parties hereto
            irrevocably submits to the exclusive jurisdiction of the courts of
            the State of New York located in New York County and the United
            States District Court for the Southern District of New York for the
            purpose of any suit, action, proceeding or judgment relating to or
            arising out of this Agreement and the transactions contemplated
            hereby. Service of process in connection with any such suit, action
            or proceeding may be served on each party hereto anywhere in the
            world by the same methods as are specified for the giving of
            notices under this Agreement. Each of the parties hereto
            irrevocably consents to the jurisdiction of any such court in any
            such suit, action or proceeding and to the laying of venue in such
            court. Each party hereto irrevocably waives any objection to the
            laying of venue of any such suit, action or proceeding brought in
            such courts and irrevocably waives any claim that any such suit,
            action or proceeding brought in any such court has been brought in
            an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT
            TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS
            AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED
            SPECIFICALLY AS TO THIS WAIVER.


                            [Signature page follows]











                                      12
<PAGE>

    IN WITNESS WHEREOF, the parties have executed this Agreement or caused their
duly authorized officers to execute this Agreement as of the date first above
written.

The Company:        EMPIRE GLOBAL CORP.

                By: _______________________________

                    Name:   Michele Ciavarella, B.Sc.,
                    Title:  Chairman of the Board and Chief Executive Officer


















































                                      13
<PAGE>

The Investors:

            (1) ___________________________________
                (Name of Investor)

                By: _______________________________
                    Name:
                    Title:

            (2) ___________________________________
                (Name of Investor)

                By: _______________________________
                    Name:
                    Title:

            (3) ___________________________________
                (Name of Investor)

                By: _______________________________
                    Name:
                    Title:

            (4) ___________________________________
                (Name of Investor)

                By: _______________________________
                    Name:
                    Title:































                                      14
<PAGE>

                                  Exhibit A
                             Plan of Distribution


    The selling stockholders, which as used herein includes donees, pledgees,
transferees or other successors-in-interest selling shares of common stock or
interests in shares of common stock received after the date of this prospectus
from a selling stockholder as a gift, pledge, partnership distribution or other
transfer, may, from time to time, sell, transfer or otherwise dispose of any or
all of their shares of common stock or interests in shares of common stock on
any stock exchange, market or trading facility on which the shares are traded or
in private transactions. These dispositions may be at fixed prices, at
prevailing market prices at the time of sale, at prices related to the
prevailing market price, at varying prices determined at the time of sale, or at
negotiated prices.

    The selling stockholders may use any one or more of the following methods
when disposing of shares or interests therein:

    -   ordinary brokerage transactions and transactions in which the
        broker-dealer solicits purchasers;

    -   block trades in which the broker-dealer will attempt to sell the shares
        as agent, but may position and resell a portion of the block as
        principal to facilitate the transaction;

    -   purchases by a broker-dealer as principal and resale by the
        broker-dealer for its account;

    -   an exchange distribution in accordance with the rules of the applicable
        exchange;

    -   privately negotiated transactions;

    -   short sales effected after the date the registration statement of which
        this Prospectus is a part is declared effective by the SEC;

    -   through the writing or settlement of options or other hedging
        transactions, whether through an options exchange or otherwise;

    -   broker-dealers may agree with the selling stockholders to sell a
        specified number of such shares at a stipulated price per share;

    -   a combination of any such methods of sale; and

    -   any other method permitted by applicable law.


    The selling stockholders may, from time to time, pledge or grant a security
interest in some or all of the shares of common stock owned by them and, if they
default in the performance of their secured obligations, the pledgees or secured
parties may offer and sell the shares of common stock, from time to time, under
this prospectus, or under an amendment to this prospectus under Rule 424(b)(3)
or other applicable provision of the Securities Act amending the list of selling
stockholders to include the pledgee, transferee or other successors in interest
as selling stockholders under this prospectus. The selling stockholders also may
transfer the shares of common stock in other circumstances, in which case the
transferees, pledgees or other successors in interest will be the selling
beneficial owners for purposes of this prospectus.


<PAGE>

    Broker-dealers engaged by the selling stockholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholders (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The selling stockholders do not expect these commissions and
discounts relating to their sales of shares to exceed what is customary in the
types of transactions involved.

    In connection with the sale of our common stock or interests therein, the
selling stockholders may enter into hedging transactions with broker-dealers or
other financial institutions, which may in turn engage in short sales of the
common stock in the course of hedging the positions they assume. The selling
stockholders may also sell shares of our common stock short and deliver these
securities to close out their short positions, or loan or pledge the common
stock to broker-dealers that in turn may sell these securities. The selling
stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions or the creation of one or more
derivative securities which require the delivery to such broker-dealer or other
financial institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).

    The aggregate proceeds to the selling stockholders from the sale of the
common stock offered by them will be the purchase price of the common stock less
discounts or commissions, if any. Each of the selling stockholders reserves the
right to accept and, together with their agents from time to time, to reject, in
whole or in part, any proposed purchase of common stock to be made directly or
through agents. We will not receive any of the proceeds from this offering. Upon
any exercise of the warrants by payment of cash, however, we will receive the
exercise price of the warrants.

    The selling stockholders also may resell all or a portion of the shares in
open market transactions in reliance upon Rule 144 under the Securities Act of
Securities, provided that they meet the criteria and conform to the requirements
of that rule.

    The selling stockholders and any underwriters, broker-dealers or agents that
participate in the sale of the common stock or interests therein may be
"underwriters" within the meaning of Section 2(11) of the Securities Act. Any
discounts, commissions, concessions or profit they earn on any resale of the
shares may be underwriting discounts and commissions under the Securities Act.
Selling stockholders who are "underwriters" within the meaning of Section 2(11)
of the Securities Act will be subject to the prospectus delivery requirements of
the Securities Act.

    To the extent required, the shares of our common stock to be sold, the names
of the selling stockholders, the respective purchase prices and public offering
prices, the names of any agents, dealer or underwriter, any applicable
commissions or discounts with respect to a particular offer will be set forth in
an accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement that includes this prospectus.

    In order to comply with the securities laws of some states, if applicable,
the common stock may be sold in these jurisdictions only through registered or
licensed brokers or dealers. In addition, in some states the common stock may
not be sold unless it has been registered or qualified for sale or an exemption
from registration or qualification requirements is available and is complied
with.



<PAGE>

    We have advised the selling stockholders that the anti-manipulation rules of
Regulation M under the Exchange Act may apply to sales of shares in the market
and to the activities of the selling stockholders and their affiliates. In
addition, to the extent applicable we will make copies of this prospectus (as it
may be supplemented or amended from time to time) available to the selling
stockholders for the purpose of satisfying the prospectus delivery requirements
of the Securities Act. The selling stockholders may indemnify any broker-dealer
that participates in transactions involving the sale of the shares against
certain liabilities, including liabilities arising under the Securities Act.

    We have agreed to indemnify the selling stockholders against liabilities,
including liabilities under the Securities Act and state securities laws,
relating to the registration of the shares offered by this prospectus.

    We have agreed with the selling stockholders to keep the registration
statement of which this prospectus constitutes a part effective until the
earlier of (1) such time as all of the shares covered by this prospectus have
been disposed of pursuant to and in accordance with the registration statement
or (2) the date on which all of the shares may be sold without restriction by
the holders thereof pursuant to Rule 144 of the Securities Act.