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                                                                    EXHIBIT 10.5

                         REGISTRATION RIGHTS AGREEMENT


     REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December
________, 1999, by and among Saf T Lok Incorporated, a Florida corporation, with
headquarters at 1101 Northpoint Parkway, West Palm Beach Florida, 33407 (the
"Company"), and the undersigned buyers (the "Buyers").

     WHEREAS:

     A.   In connection with the Securities Purchase Agreement by and among the
parties of even date herewith (the "Securities Purchase Agreement"), the Company
has agreed, upon the terms and subject to the conditions of the Securities
Purchase Agreement, to issue and sell to the Buyer's, the Company's 6%
Subordinated Convertible Debenture (the "Debentures"), which will be convertible
into shares of the Company's common stock, $0.01 par value per share (the
"Common Stock") (as converted, the "Conversion Shares") in accordance with the
terms of the Debentures; and

     B.   To induce the Buyers to execute and deliver the Securities 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, the "1933 Act"), and
applicable state securities laws:

     NOW, THEREFORE, 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 Buyers hereby
agree as follows:

     1.   DEFINITIONS.

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

          a.  "Investor" means the Buyer and any transferee or assignee thereof
     to whom  the Buyer assigns its  rights under this Agreement and who agrees
     to become bound by the provisions of this Agreement in accordance with
     Section 9.

          b.  "Person" means a corporation, a limited liability company, an
     association, a partnership, an organization, a business, an individual, a
     governmental or political subdivision thereof or a governmental agency.

          c.  "Register," "registered," and "registration" refer to a
     registration effected by preparing and filing one or more Registration
     Statements in compliance with the 1933 Act and pursuant to Rule 415 under
     the 1933 Act or any successor rule providing for offering securities on a
     continuous basis ("Rule 415"), and the declaration or ordering of
     effectiveness of such Registration Statement(s) by the United States
     Securities and Exchange Commission (the "SEC").

          d.  "Registrable Securities" means the Conversion Shares  issued or
     issuable upon conversion of the Debentures and any shares of capital stock
     issued or issuable with
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     respect to the Conversion Shares or the Debentures as a result of any
     stock split, stock dividend, recapitalization, exchange, or similar event.

          e.  "Registration Statement" means a registration statement of the
     Company filed under the 1933 Act.

     Capitalized terms used herein and not otherwise defined herein shall have
the respective meanings set for the in the Securities Purchase Agreement.

     2.   REGISTRATION.
          ------------

          a.  Mandatory Registration.  The Company shall prepare and, on or
              ----------------------
     prior to a date which is no more than ninety (90) days from the date that
     the Company has sold a total of $950,000 in principal amount of Debentures
     (the "Filing Deadline"), file with the SEC a Registration Statement or
     Registration Statements (as is necessary) on Form S-3 (or, if such form is
     unavailable for such a registration, on such other form as is available for
     such a registration, subject to the consent of each Buyer and the
     provisions of Section 2.e., which consent will not be unreasonably
     withheld), covering the resale of all of the Registrable Securities, which
     Registration Statement(s) shall state that, in accordance with Rule 416
     promulgated under the 1933 Act, such Registration Statement(s) also covers
     such indeterminate number of additional shares of Common Stock as may
     become issuable upon conversion of the Debentures (i) to prevent dilution
     resulting from stock splits, stock dividends or similar transactions and
     (ii) by reason of changes in the Conversion Price or Conversion Rate of the
     Debentures in accordance with the terms thereof.  Such Registration
     Statement shall initially register for resale at least 1,615,003 shares of
     Common Stock for the Investors and others, subject to adjustment as
     provided in Section 3.b., and 1,520,003 such registered shares of Common
     Stock shall be allocated among the Investors pro rata based on the total
     number of Registrable Securities issued or issuable as of each date that a
     Registration Statement, as amended, relating to the resale of the
     Registrable Securities is declared effective by the SEC.  The Company has
     also agreed to include an additional 637,505 shares of Common Stock for the
     benefit of other investors in connection with the sale of $375,000 of
     convertible debentures through Alexander, Wescott & Co., Inc. The Company
     shall use its best efforts to have the Registration Statement declared
     effective by the SEC within ninety (90) days after the Filing Deadline (the
     "Registration Deadline"). The Company shall permit the registration
     statement to become effective within ten (10) business days after receipt
     of a "no review" notice from the SEC.  In the event that the Registration
     Statement is not filed by the Company with the SEC by the Filing Deadline,
     then the Company shall be required to deliver to the Investors within 10
     calendar days of the end of each month in which the Company has not so
     filed a cash penalty of 2% of the principal amount of Debentures per month
     (pro-rated for partial months).  If the Registration Statement is not
     declared effective by the SEC by the Registration Deadline, then the
     Company shall be required to deliver to the Investors within 10 calendar
     days of the end of each month in which such Registration Statement has not
     been declared effective a cash penalty of 2% of the principal amount of the
     Debentures per month (pro-rated for partial months).

          b.  Underwritten Offering.  If any offering pursuant to a Registration
              ---------------------
     Statement pursuant to Section 2(a) involves an underwritten offering, the
     Buyers shall have the right

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     to select one legal counsel and one investment banker or manager at the
     cost of the Company to administer their interest in the offering, which
     investment banker or manager shall be reasonably satisfactory to the
     Company.

          c.  Piggy-Back Registrations.  If at any time prior to the expiration
              ------------------------
     of the Registration Period (as hereinafter defined) and at a time when
     there is currently no effective registration statement covering the
     Registrable Securities, the Company proposes to file with the SEC a
     Registration Statement relating to an offering for its own account or the
     account of others under the 1933 Act of any of its securities (other than
     on Form S-4 or Form S-8 or their then equivalents relating to securities to
     be issued solely in connection with any acquisition of any entity or
     business or equity securities issuable in connection with stock option or
     other employee benefit plans) the Company shall promptly send to each
     Investor who is entitled to registration rights under this Section 2(c)
     written notice of the Company's intention to file a Registration Statement
     and of such Investor's rights under this Section 2(c) and, if within ten
     (10) days after receipt of such notice, such Investor shall so request in
     writing, the Company shall include in such Registration Statement all or
     any part of the Registrable Securities such Investor requests to be
     registered, subject to the priorities set forth in Section 2(d) below.  No
     right to registration of Registrable Securities under this Section 2(c)
     shall be construed to limit any registration required under Section 2(a).
     The obligations of the Company under this Section 2(c) may be waived by
     Investors holding a majority of the Registrable Securities.  If an offering
     in connection with which an Investor is entitled to registration under this
     Section 2(c) is an underwritten offering, then each Investor whose
     Registrable Securities are included in such Registration Statement shall,
     unless otherwise agreed by the Company, offer and sell such Registrable
     Securities in an underwritten offering using the same underwriter or
     underwriters and, subject to the provisions of this Agreement, on the same
     terms and conditions as other shares of Common Stock included in such
     underwritten offering.

          d.  Priority in Piggy-Back Registration Rights in connection with
              -------------------------------------------------------------
     Registrations or Company Account.  If the registration referred to in
     --------------------------------
     Section 2(c) is to be an underwritten public offering for the account of
     the Company and the managing underwriter(s) advise the Company in writing,
     that in their reasonable good faith opinion, marketing or other factors
     dictate that a limitation on the number of shares of Common Stock which may
     be included in the Registration Statement is necessary to facilitate and
     not adversely affect the proposed offering, then the Company shall include
     in such registration: (1) first, all securities the Company proposes to
     sell for its own account, (2) second, up to the full number of securities
     proposed to be registered for the account of the holders of securities
     entitled to inclusion of their securities in the Registration Statement by
     reason of demand registration rights, and (3) third, the securities
     requested to be registered by the Investors and other holders of securities
     entitled to participate in the registration, drawn from them pro rata based
     on the number each has requested to be included in such registration.

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     3.   RELATED OBLIGATIONS.
          -------------------

     Whenever an Investor has requested that any Registrable Securities be
registered pursuant to Section 2(c) or at such time as the Company is obligated
to file a Registration Statement with the SEC pursuant to Section 2(a), the
Company will use its best efforts to effect the registration of the Registrable
Securities in accordance with the intended method of disposition thereof and,
pursuant thereto, the Company shall have the following obligations:

          a.  The Company shall keep the Registration Statement(s) effective
     pursuant to Rule 415 at all times until the earlier of (i) the date as of
     which the Investors may sell all of the Registrable Securities without
     restriction pursuant to Rule 144(k) promulgated under the 1933 Act (or
     successor thereto) or (ii) the date on which (A) the Investors shall have
     sold all the Registrable Securities and (B) none of the Debentures is
     outstanding (the "Registration Period"), which Registration Statement(s)
     (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 light of the circumstances in which they
     were made, not misleading.

          b.  The Company shall prepare and file with the SEC such amendments
     (including post-effective amendments) and supplements to the Registration
     Statement(s) and the prospectus(es) used in connection with the
     Registration Statement(s), which prospectus(es) are to be filed pursuant to
     Rule 424 promulgated under the 1933 Act, as may be necessary to keep the
     Registration Statement(s) effective at all times during the Registration
     Period, and, during such period, comply with the provisions of the 1933 Act
     with respect to the disposition of all Registrable Securities of the
     Company covered by the Registration Statement(s) until such time as all of
     such Registrable Securities shall have been disposed of in accordance with
     the intended methods of disposition by the seller or sellers thereof as set
     forth in the Registration Statement(s).  In the event the number of shares
     available under a Registration Statement filed pursuant to this Agreement
     is insufficient in the reasonable opinion of a majority of the Buyers to
     cover all of the Registrable Securities, the Company shall promptly amend
     the Registration Statement, or file a new Registration Statement (on the
     short form available therefor, if applicable), or both, so as to cover all
     of the Registrable Securities, in each case, as soon as practicable, but in
     any event within thirty (30) days after the necessity therefor arises
     (based on the market price of the Common Stock and other relevant factors
     on which the Company reasonably elects to rely).  The Company shall use its
     best efforts to cause such amendment and/or new Registration Statement to
     become effective as soon as practicable following the filing thereof.  For
     purposes of the foregoing provision, the number of shares available under a
     Registration Statement shall be deemed "insufficient to cover all of the
     Registrable Securities" if at any time the number of Registrable Securities
     issued or issuable upon conversion of the Debentures  is greater than the
     quotient determined by dividing (i) the number of shares of Common Stock
     available for resale under such Registration Statement by (ii) 1.0;
     provided that in the case of the initial registration of the Registrable
     Securities pursuant to Section 2(a), the Company shall be required to
     register at least 1,520,003 shares of Common Stock for the benefit of the
     Investors.  For purposes of the calculation set forth in the foregoing
     sentence, any restrictions on the convertibility of the Debentures shall be
     disregarded and such calculation shall assume that the Debentures are then
     convertible into shares of Common Stock at the then

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     prevailing Conversion Rate together with accrued interest which shall be
     payable in shares of Common Stock (as defined in the Debentures).

          c.  Upon request, the Company shall furnish to each Investor whose
     Registrable Securities are included in the Registration Statement(s) and
     its legal counsel without charge (i) promptly after the same is prepared
     and filed with the SEC at least one copy of the Registration Statement and
     any amendment thereto, including financial statements and schedules, all
     documents incorporated therein by reference and all exhibits, the
     prospectus(es) included in such Registration Statement(s) (including each
     preliminary prospectus) and, with regards to the Registration Statement,
     any correspondence by or on behalf of the Company to the SEC or the staff
     of the SEC and any correspondence from the SEC or the staff of the SEC to
     the Company or its representatives, (ii) upon the effectiveness of any
     Registration Statement, three (3) copies of the prospectus included in such
     Registration Statement and all amendments and supplements thereto (or such
     other number of copies as such Investor may reasonably request) and (iii)
     such other documents, including any preliminary prospectus, as such
     Investor may reasonably request in order to facilitate the disposition of
     the Registrable Securities owned by such Investor.

          d.  [INTENTIONALLY LEFT BLANK]

          e.  In the event Investors who hold a majority of the Registrable
     Securities being offered in the offering select underwriters for the
     offering, the Company shall enter into and perform its obligations under an
     underwriting agreement, in usual and customary form, including, without
     limitation, customary indemnification and contribution obligations, with
     the underwriters of such offering.

          f.  [INTENTIONALLY LEFT BLANK]

          g.  The Company shall use its best efforts to prevent the issuance of
     any stop order or other suspension of effectiveness of a Registration
     Statement, or the suspension of the qualification of any of the Registrable
     Securities for sale in any jurisdiction (acknowledging that, to date, no
     such registrations have been made) and, if such an order or suspension is
     issued, to obtain the withdrawal of such order or suspension at the
     earliest possible moment and to notify each Investor who holds Registrable
     Securities being sold (and, in the event of an underwritten offering, the
     managing underwriters) of the issuance of such order and the resolution
     thereof or its receipt of actual notice of the initiation or threat of any
     proceeding for such purpose.

          h.  The Company shall permit each Investor a single firm of counsel or
     such other counsel as thereafter designated as selling stockholders'
     counsel by the Investors who hold a majority of the Registrable Securities
     being sold at the Investor's expense, to review and comment upon the
     Registration Statement(s) and all amendments and supplements thereto at
     least four (4) days prior to their filing with the SEC, provided that the
     name, address and telephone number of such counsel shall have previously
     been provided, in writing, to the Company, specifically designating such
     counsel for purposes of this Section 3h.

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          i.  At the request of the Investors who hold a majority of the
     Registrable Securities being sold, the Company shall use their best efforts
     to furnish, on the date that Registrable Securities are delivered to an
     underwriter, if any, for sale in connection with the Registration Statement
     (i) if required by an underwriter, a letter, dated such date, from the
     Company's independent certified public accountants in form and substance as
     is customarily given by independent certified public accountants to
     underwriters in an underwritten public offering, addressed to the
     underwriters, and (ii) an opinion, dated as of such date, of counsel
     representing the Company for purposes of such Registration Statement, in
     form, scope and substance as is customarily given in an underwritten public
     offering, addressed to the underwriters and the Investors.

          j.  The Company shall make available for inspection by (i) any
     Investor, (ii) one underwriter participating in any disposition pursuant to
     a Registration Statement, (iii) one firm of attorneys and one firm of
     accountants or other agents retained by the Investors, and (iv) one firm of
     attorneys retained by such underwriter (collectively, the "Inspectors") all
     pertinent financial and other records, and pertinent corporate documents
     and properties of the Company (collectively, the "Records"), as shall be
     reasonably deemed necessary by each Inspector to enable each Inspector to
     exercise its due diligence responsibility, and cause the Company's
     officers, directors and employees to supply all information which any
     Inspector may reasonably request for purposes of such due diligence
     provided, however, that each Inspector shall hold in strict confidence and
     shall not make any disclosure (except to an Investor) or use of any Record
     or other information which the Company determines in good faith to be
     confidential, and of which determination the Inspectors are so notified,
     unless (a) the disclosure of such Records is mutually determined to be
     necessary to avoid or correct a misstatement or omission in any
     Registration Statement or is otherwise required under the 1933 Act, (b) the
     release of such Records is ordered pursuant to a final, non-appealable
     subpoena or order from a court or government body of competent
     jurisdiction, or (c) the information in such Records has been made
     generally available to the public other than by disclosure in violation of
     this or any other agreement.  Each Investor agrees that it shall, upon
     learning that disclosure of such Records is sought in or by a court or
     governmental body of competent jurisdiction or through other means, give
     prompt notice to the Company and allow the Company, at its expense, to
     undertake appropriate action to prevent disclosure of, or to obtain a
     protective order for, the Records deemed confidential.

          k.  The Company shall hold in confidence and not make any disclosure
     of information concerning an Investor provided to the Company unless (i)
     disclosure of such information is necessary to comply with federal or state
     securities laws, (ii) the disclosure of such information is necessary to
     avoid or correct a misstatement or omission in any Registration Statement,
     (iii) the release of such information is ordered pursuant to a subpoena or
     other final, non-appealable order from a court or governmental body of
     competent jurisdiction, or (iv) such information has been made generally
     available to the public other than by disclosure in violation of this or
     any other agreement.  The Company agrees that it shall, upon learning that
     disclosure of such information concerning an Investor is sought in or by a
     court or governmental body of competent jurisdiction or through other
     means, give prompt written notice to such Investor and allow such Investor,
     at the Investor's expense, to undertake appropriate action to prevent
     disclosure of, or to obtain a protective order for, such information.

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          l.  The Company shall use its best efforts either to (i) cause all the
     Registrable Securities covered by a Registration Statement to be listed on
     each 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, (ii) if, despite the Company's best efforts to satisfy the
     preceding clause (i), the Company is unsuccessful in satisfying the
     preceding clause (i), if at any time during the Registration Period the
     Company is able to satisfy the relevant listing criteria, to secure the
     inclusion for quotation on the Nasdaq SmallCap Market for such Registrable
     Securities or, (ii) if, despite the Company's best efforts to satisfy the
     preceding clause (ii), the Company is unsuccessful in satisfying the
     preceding clause (ii), to secure the inclusion for quotation on the over-
     the-counter market for such Registrable Securities, and, without limiting
     the generality of the foregoing, in the case of clause (ii) or (iii), to
     arrange for at least two market makers to register with the National
     Association of Securities Dealers, Inc. ("NASD") as such with respect to
     such Registrable Securities.  The Company shall pay all fees and expenses
     in connection with satisfying its obligation under this Section 3(l).

          m.  The Company shall cooperate with the Investors who hold
     Registrable Securities being offered and, to the extent applicable, any
     managing underwriter, to facilitate the timely preparation and delivery of
     certificates (not bearing any restrictive legend) representing the
     Registrable Securities to be offered pursuant to a Registration Statement
     and enable such certificates to be in such denominations or amounts, as the
     case may be, as the managing underwriter, if any, or, if there is no
     managing underwriter, a majority of the Investors may reasonably request
     and registered in such names as the managing underwriter, if any, or the
     Investors may request.  Not later than the date on which any Registration
     Statement registering the resale of Registrable Securities is declared
     effective, the Company shall deliver to its transfer agent instructions,
     accompanied by any reasonably required opinion of counsel, that permit
     resales of the Registrable Securities, without legend, in a timely fashion
     that complies with then mandated securities settlement procedures for
     regular way market transactions.

          n.  The Company shall take all other reasonable actions necessary to
     expedite and  facilitate disposition by the Investors of Registrable
     Securities pursuant to a Registration Statement.

          o.  The Company shall use the services of a transfer agent and
     registrar for all such Registrable Securities not later than the effective
     date of such Registration Statement.

          p.  Subject to the reasonable approval of counsel to the Company, if
     requested by the managing underwriter or a majority of the Investors, the
     Company shall immediately incorporate in a prospectus supplement or post-
     effective amendment such information as the managing underwriter and the
     majority of Investors agree should be included therein relating to the sale
     and distribution of Registrable Securities, including, without limitation,
     information with respect to the number of Registrable Securities being sold
     to such underwriters, the purchase price being paid therefor by such
     underwriters and with respect to any other terms of the underwritten (or
     best efforts underwritten) offering of the Registrable Securities to be
     sold in such offering; make all required filings of such prospectus
     supplement or post-effective amendment as soon as notified of the matters
     to

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     be incorporated in such prospectus supplement or post-effective amendment;
     and supplement or make amendments to any Registration Statement if
     requested by a shareholder or any underwriter of such Registrable
     Securities.

          q.  The Company shall use its best efforts to cause the Registrable
     Securities covered by the applicable Registration Statement to be
     registered with or approved by such other governmental agencies or
     authorities as may be necessary to consummate the disposition of such
     Registrable Securities.

          r.  The Company shall otherwise use its best efforts to comply with
     all applicable rules and regulations of the SEC in connection with any
     registration hereunder.

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     4.   OBLIGATIONS OF THE INVESTORS.
          ----------------------------

          a.  At least fourteen (14) days prior to the first anticipated filing
     date of the Registration Statement, or any amendments thereto, the Company
     shall notify each Investor in writing of the information the Company
     requires from each such Investor if such Investor elects to have any of
     such Investor's Registrable Securities included in the Registration
     Statement.  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 a particular Investor that such
     Investor shall 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 execute such documents in connection with such registration as the
     Company may reasonably request.  An investor's failure to respond to the
     Company's request for information prior to the specified filing date of the
     Registration Statement shall toll the Company's obligations under Section 2
     as to that Investor.

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

          c.  In the event Investors holding a majority of the Registrable
     Securities being registered determine to engage the services of an
     underwriter, each Investor agrees to enter into and perform such Investor's
     obligations under an underwriting agreement, in usual and customary form,
     including, without limitation, customary indemnification and contribution
     obligations, with the managing underwriter of such offering and take such
     other actions as are reasonably required in order to expedite or facilitate
     the disposition of the Registrable Securities, unless such Investor
     notifies the Company in writing of such Investor's election to exclude all
     of such Investor's Registrable Securities from the Registration
     Statement(s).

          d.  Each 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 the first sentence of 3(f), such Investor will immediately discontinue
     disposition of Registrable Securities pursuant to the Registration
     Statement(s) covering such Registrable Securities until such Investor's
     receipt of the copies of the supplemented or amended prospectus
     contemplated by Section 3(g) or the first sentence of 3(f) and, if so
     directed by the Company, such Investor shall deliver to the Company (at the
     expense of the Company) or destroy all copies in such Investor's
     possession, of the prospectus covering such Registrable Securities current
     at the time of receipt of such notice.

          e.  No Investor may participate in any underwritten registration
     hereunder unless such Investor (i) agrees to sell such Investor's
     Registrable Securities on the basis provided in any underwriting
     arrangements approved by the Investors entitled hereunder to approve such
     arrangements, (ii) completes and executes all questionnaires, powers of
     attorney, indemnities, underwriting agreements and other documents
     reasonably required

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     under the terms of such underwriting arrangements, and (iii) agrees to pay
     its pro rata share of all underwriting discounts and commissions.

          f.  Investor has been advised as to provisions of Regulation M and
     agrees that Investors disposition of the Registrable Securities will be
     made in a manner so as not to violate Regulation M.

     5.   EXPENSES OF REGISTRATION.
          ------------------------

     All reasonable expenses, other than underwriting discounts and commissions,
incurred in connection with registrations, filings or qualifications pursuant to
Sections 2 and 3, including, without limitation, all registration, listing and
qualifications fees, printers and accounting fees, and fees and disbursements of
counsel for the Company, shall be paid by the Company.  The fees and
disbursements of counsel for the Investors and the Inspectors shall be borne by
each Investor.

     6.   INDEMNIFICATION
          ---------------

     In the event any Registrable Securities are included in a Registration
Statement under this Agreement:

          a.  To the fullest extent permitted by law, the Company will, and
     hereby does, indemnify, hold harmless and defend each Investor who holds
     such Registrable Securities, the directors, officers, partners, employees,
     agents and each Person, if any, who controls any Investor within the
     meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended
     (the "1934 Act"), and any underwriter (as defined in the 1933 Act) for the
     Investors, and the directors and officers of, and each Person, if any, who
     controls, any such underwriter within the meaning of the 1933 Act or the
     1934 Act (each, an "Indemnified Person"), against any losses, claims,
     damages, liabilities, judgments, fines, penalties, charges, costs,
     attorneys' fees, amounts paid in settlement or expenses, joint or several,
     (collectively, "Claims") incurred in investigating, preparing or defending
     any action, claim, suit, inquiry, proceeding, investigation or appeal taken
     from the foregoing by or before any court or governmental, administrative
     or other regulatory agency, body or the SEC, whether pending or threatened,
     whether or not an indemnified party is or may be a party thereto
     ("Indemnified Damages"), to which any of them may become subject 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 in a Registration Statement
     or any post-effective amendment thereto or in any filing made in connection
     with the qualification of the offering under the securities or other "blue
     sky" laws of any jurisdiction in which Registrable Securities are offered
     ("Blue Sky Filing"), or the omission or alleged omission to state a
     material fact required to be stated therein or necessary to make the
     statements therein, in light of the circumstances under which the
     statements therein were made, not misleading, (ii) any untrue statement or
     alleged untrue statement of a material fact contained in any preliminary
     prospectus if used prior to the effective 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 light
     of the circumstances under which the

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     statements therein were made, not misleading, or (iii) any violation or
     alleged violation of the Company of the 1933 Act, the 1934 Act, any other
     law, including, without limitation, any state securities law, or any rule
     or regulation thereunder relating to the offer or sale of the Registrable
     Securities pursuant to a Registration Statement (the matters in the
     foregoing clauses (i) through (iii) being, collectively, "Violations").
     Subject to the restrictions set forth in Section 6(d) with respect to the
     number of legal counsel, the Company shall reimburse the Investors and each
     such underwriter or controlling person, promptly as such expenses are
     incurred and are due and payable, for any 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): (i) shall not
     apply to a Claim 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 any Indemnified Person or underwriter for such 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(c); (ii) with respect to any preliminary prospectus, shall not
     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 mission 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(c), and the Indemnified Person was promptly advised
     in writing not to use the incorrect prospectus prior to the use giving rise
     to a violation and such Indemnified Person, notwithstanding such advice,
     used it; (iii) shall not be available to the extent such Claim is based on
     a failure of the Investor to deliver or to cause to be delivered the
     prospectus made available by the Company (i) and (iv) shall not 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. Such indemnity shall remain in full force and
     effect regardless of any investigation made by or on behalf of the
     Indemnified Person and shall survive the transfer of the Registrable
     Securities by the Investors pursuant to Section 9.

          b.  In connection with any Registration Statement in which an Investor
     is participating, each such Investor agrees to severally and not jointly
     indemnify, hold harmless and defend, to the same extent and in the same
     manner as is set forth in Section 6(a), the Company, each of its directors,
     each of its officers who signs the Registration Statement, each Person, if
     any, who controls the Company within the meaning of the 1933 Act or the
     1934 Act (collectively and together with an Indemnified Person, an
     "Indemnified Party"), against any Claim or Indemnified Damages to which any
     of them may become subject, under the 1933 Act, the 1934 Act or otherwise,
     insofar as such Claim or Indemnified Damages arise out of or are based upon
     any Violation, in each case to the extent, and only to the extent, that
     such Violation occurs in reliance upon and in conformity with written
     information furnished to the Company by such Investor expressly for use in
     connection with such Registration Statement; and, subject to Section 6(d),
     such Investor will reimburse any legal or other expenses reasonably
     incurred by them in connection with investigating or defending any such
     Claim; provided, however, that the indemnity agreement contained in this
     Section 6(b) and Section 7 shall not apply to amounts paid in settlement of
     any Claim if such settlement is effected without the prior

                                       11
<PAGE>

     written consent of such Investor, which consent shall not be unreasonably
     withheld; provided, further, however, that the Investor shall be liable
     under this Section 6(b) for only that amount of a Claim or Indemnified
     Damages as does not exceed the proceeds to such Investor as a result of the
     sale of Registrable Securities pursuant to such Registration Statement.
     Such indemnity shall remain in full force and effect regardless of any
     investigation made by or on behalf of such Indemnified Party and shall
     survive the transfer of the Registrable Securities by the Investors
     pursuant to Section 9. Notwithstanding anything to the contrary contained
     herein, the indemnification agreement contained in this Section 6(b) with
     respect to any preliminary prospectus shall not inure to the benefit of any
     Indemnified Party if the untrue statement or omission of material fact
     contained in the preliminary prospectus was corrected on a timely basis in
     the prospectus, as then amended or supplemented.

          c.  The Company shall be entitled to receive indemnities from
     underwriters, selling  brokers, dealer managers and similar securities
     industry professionals participating in any distribution, to the same
     extent as provided above, with respect to information such persons so
     furnished in writing expressly for inclusion in the Registration Statement.

          d.  Promptly after receipt by an Indemnified Person or Indemnified
     Party under this Section 6 of notice of the commencement of any action or
     proceeding (including any governmental action or proceeding) involving a
     Claim such Indemnified Person or Indemnified Party 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 or the Indemnified Party, as
     the case may be; provided, however, that an Indemnified Person or
     Indemnified Party shall have the right to retain its own counsel with the
     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 or Indemnified
     Party and the indemnifying party would be inappropriate due to actual or
     potential differing interests between such Indemnified Person or
     Indemnified Party and any other party represented by such counsel in such
     proceeding.  The Company shall pay reasonable fees for only one separate
     legal counsel for the Investors, and such legal counsel shall be selected
     by the Investors holding a majority in interest of the Registrable
     Securities included in the Registration Statement to which the Claim
     relates.  The Indemnified Party or Indemnified Person shall cooperate fully
     with the indemnifying party in connection with any negotiation or defense
     of any such action or claim by the indemnifying party and shall furnish to
     the indemnifying party all information reasonably available to the
     Indemnified Party or Indemnified Person which relates to such action or
     claim.  The indemnifying party shall keep the Indemnified Party or
     Indemnified Person fully apprised at all times as to the status of the
     defense or any settlement negotiations with respect thereto.  No
     indemnifying party shall be liable for any settlement of any action, claim
     or proceeding effected without its written consent, provided, however, that
     the indemnifying party shall not unreasonably withhold, delay or condition
     its consent.  No indemnifying party shall, without the consent of the
     Indemnified Party or Indemnified Person, consent to entry of any judgment
     or enter into any settlement or other

                                       12
<PAGE>

     compromise which does not include as an unconditional term thereof the
     giving by the claimant or plaintiff to such Indemnified Party or
     Indemnified Person of a release from all liability in respect to such claim
     or litigation. Following indemnification as provided for hereunder, the
     indemnifying party shall be subrogated to all rights of the Indemnified
     Party or Indemnified Person with respect to all third parties, firms or
     corporations relating to the matter for which indemnification has been
     made. 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
     or Indemnified Party under this Section 6, except to the extent that the
     indemnifying party is prejudiced in its ability to defend such action.

          e.  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 and when bills are received or Indemnified
     Damages are incurred.

          f.  The indemnity agreements contained herein shall be in addition to
     (i) any cause of action or similar right of the Indemnified Party or
     Indemnified Person against the indemnifying party or others, and (ii) any
     liabilities the indemnifying party may be subject to pursuant to the law.

     7.   CONTRIBUTION.
          ------------

     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: (i) 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; (ii) no seller of Registrable Securities guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution from any seller of Registrable Securities who was not
guilty of fraudulent misrepresentation; and (iii) 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.

     8.   REPORTS UNDER THE 1934 ACT.
          --------------------------

     With a view to making available to the Investors the benefits of Rule 144
promulgated under the 1933 Act or any other similar rule or regulation of the
SEC that may at any time permit the investors to sell securities of the Company
to the public without registration ("Rule 144"), the Company agrees to:

          a.  make and keep public information available, as those terms are
     understood and defined in Rule 144;

          b.  file with the SEC in a timely manner all reports and other
     documents required of the Company under the 1933 Act and the 1934 Act so
     long as the Company remains subject to such requirements (it being
     understood that nothing herein shall limit the Company's obligations under
     Section 4(c) of the Securities Purchase Agreement) and the filing of such
     reports and other documents is required for the applicable provisions of
     Rule 144; and

                                       13
<PAGE>

          c.  furnish to each Investor so long as such Investor owns Registrable
     Securities, promptly upon written request, (i) a written statement by the
     Company that it has complied with the reporting requirements of Rule
     144(c)(1), (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,
     and (iii) such other information as may be reasonably requested to permit
     the investors to sell such securities pursuant to Rule 144 without
     registration.


     9.   ASSIGNMENT OF REGISTRATION RIGHTS.
          ---------------------------------

     The rights to have the Company register Registrable Securities pursuant to
this Agreement shall be automatically assignable by the Investors to any
transferee of all or any portion of Registrable Securities if the Company
consents (except for such transfer to an affiliate or successor, which shall not
require any such consent) and: (i) the Investor agrees in writing with the
transferee or assignee to assign such rights, and a copy of such agreement is
furnished to the Company within a reasonable time after such assignment; (ii)
the Company is, within a reasonable time after such transfer or assignment,
furnished with written notice of (a) the name and address of such transferee or
assignee, and (b) the securities with respect to which such registration rights
are being transferred or assigned; (iii) immediately following such transfer or
assignment the further disposition of such securities by the transferee or
assignee is restricted under the 1933 Act and applicable state securities laws;
(iv) at or before the time the Company receives the written notice contemplated
by clause (ii) of this sentence the transferee or assignee agrees in writing
with the Company to be bound by all of the provisions contained herein; (v) such
transfer shall have been made in accordance with the applicable requirements of
the Securities Purchase Agreement; (vi) such transferee shall be an "accredited
investor" as that term is defined in Rule 501 of Regulation D promulgated under
the 1933 Act; and  (vii) in the event the assignment occurs subsequent to the
date of effectiveness of the Registration Statement required to be filed
pursuant to Section 2(a), the transferee agrees to pay all reasonable expenses
of amending or supplementing such Registration Statement to reflect such
assignment.

     10.  AMENDMENT OF REGISTRATION RIGHTS.
          --------------------------------

     Provisions 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 Investors
who hold two-thirds of the Registrable Securities.  Any amendment or waiver
effected in accordance with this Section 10 shall be binding upon each Investor
and the Company.

     11.  MISCELLANEOUS.
          -------------

          a.  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.

                                       14
<PAGE>

          b.  Any notices consents, waivers or other communications required or
     permitted to be given under the terms of this Agreement must be in writing
     and will be deemed to have been delivered (i) upon receipt, when delivered
     personally; (ii) upon receipt, when sent by facsimile, provided a copy is
     mailed by U.S. certified mail, return receipt requested; (iii) three (3)
     days after being sent by U.S. certified mail, return receipt requested, or
     (d) one (1) day after deposit with a nationally recognized overnight
     delivery service, in each case properly addressed to the party to receive
     the same.  The addresses and facsimile numbers for such communications
     shall be:

     If to the Company: 1101 Northpoint Parkway
                        West Palm Beach
                        Florida, 33407
                        Facsimile: (561) 688-8784

     If to a Buyer, to its address and facsimile number on the Schedule of
Buyers, with copies to such Buyer's counsel as set forth on the Schedule of
Buyers.  Each party shall provide five (5) days' prior written notice to the
other party of any change in address or facsimile number.

          c.  Failure of any party to exercise any right or remedy under this
     Agreement or otherwise, delay by a party in exercising such right or
     remedy, shall not operate as a waiver thereof.

          d.  This Agreement shall be governed by and interpreted in accordance
     with the laws of the State of Delaware without regard to the principles of
     conflict of laws.  If any provision of this Agreement shall be invalid or
     unenforceable in any jurisdiction, such invalidity or unenforceability
     shall not affect the validity or enforceability of the remainder of this
     Agreement in that jurisdiction or the validity or enforceability of any
     provision of this Agreement in any other jurisdiction.

          e.  This Agreement and the Securities Purchase Agreement constitute
     the entire agreement among the parties hereto with respect to the subject
     matter hereof and thereof.  There are no restrictions, promises, warranties
     or undertakings, other than those set forth or referred to herein and
     therein.  This Agreement and the Securities Purchase Agreement supersede
     all prior agreements and understandings among the parties hereto with
     respect to the subject matter hereof and thereof.

          f.  Subject to the requirements of Section 9, this Agreement shall
     inure to the benefit and of and be binding upon the permitted successors
     and assigns of each of the parties hereto.

          g.  The headings in this Agreement are for convenience of reference
     only and shall not limit or otherwise affect the meaning hereof.

          h.  This Agreement may be executed in two or more identical
     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 facsimile
     transmission of a copy of this Agreement bearing the signature of the party
     so delivering this Agreement.

                                       15
<PAGE>

          i.  Each party shall do and perform, or cause to be done and
     performed, all such further acts and things, and shall execute and deliver
     all such other agreements, certificates, instruments and documents, as the
     other party may reasonably request in order to carry out the intent and
     accomplish the purposes of this Agreement and the consummation of the
     transactions contemplated hereby.




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                                       16
<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be duly executed as of day and year first above written.


COMPANY:                               BUYERS:
-------                                ------

SAF T LOK INCORPORATED                 ___________________________________


By: _____________________________      By: __________________________________
Name: ___________________________      Name: ________________________________
Its: ____________________________      Its: _________________________________

                                       17
<PAGE>

                               SCHEDULE OF BUYERS


                                    Buyer Address
            Buyer Name              and Facsimile Number
            ----------              --------------------

                                       18