REGISTRATION
      RIGHTS AGREEMENT

     

    THIS
      REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
      is
      made as of October 31, 2007 by and between HANDHELD ENTERTAINMENT, INC., a
      Delaware corporation (the “Company”),
      and
      EBAUM’S WORLD, INC., a New York corporation (the “Investor”).

    


    RECITALS

     

    A. Pursuant
      to that certain Asset Purchase Agreement, dated as of August 1, 2007, by and
      among the Company, EBW Acquisition, Inc., a Delaware corporation and
      wholly-owned subsidiary of the Company (“Purchaser”),
      and
      the Investor (the “Asset
      Purchase Agreement”),
      the
      Investor may receive shares of Common Stock, par value $.001 per share, of
      the
      Company (“Company
      Common Stock”),
      in
      accordance with the terms and conditions of the Asset Purchase
      Agreement.

     

    B. The
      execution and delivery of this Agreement by the parties hereto is a condition
      precedent to the consummation of the transactions contemplated by the Asset
      Purchase Agreement.

     

    AGREEMENTS

     

    Section
      1. Certain
      Definitions. In
      this
      Agreement, the following terms shall have the following respective
      meanings:

     

    “Affiliate”
shall
      mean, when used with respect to a specified Person, another Person that
      directly, or indirectly through one or more intermediaries, controls or is
      controlled by or is under common control with (within the meaning of Section
      15
      of the Securities Act) the Person specified.

     

    “Commission”
shall
      mean the Securities and Exchange Commission or any other federal agency at
      the
      time administering the Securities Act.

     

    “Exchange
      Act”
shall
      mean the Securities Exchange Act of 1934, as amended (or any successor statute),
      and the rules and regulations of the Commission thereunder from time to time,
      all as the same shall be in effect at the relevant time.

     

    “Earnout
      Shares”
      shall
      mean the shares of Company Common Stock issuable to the Investor pursuant to
      Section 1.09 of the Asset Purchase Agreement.

     

    “First
      Year Par B Shares”
      shall
      mean the Par B Shares issuable in the first eleven installments pursuant to
      Section 1.08(d) of the Asset Purchase Agreement.

     

    “Holder”
shall
      mean, respectively, the Investor and any transferee or assignee of rights to
      cause the Company to register Registrable Shares pursuant to Section 2
      below who holds such rights pursuant to an assignment in accordance with
      Section 3 of this Agreement (a “Permitted
      Investor Transferee”),
      and
“Holders”
      shall
      mean, collectively, the Investor and all Permitted Investor
      Transferees.

     

    “Indemnified
      Party”
shall
      have the meaning ascribed to it in Section 8(c) of this Agreement.

     

    “Indemnifying
      Party”
shall
      have the meaning ascribed to it in Section 8(c) of this Agreement. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Par
      B Shares”
      shall
      have the meaning ascribed to it in the Asset Purchase Agreement. 

     

    “Person”
shall
      mean an individual, corporation, partnership, limited liability company, estate,
      trust, association, private foundation, joint stock company or other
      entity.

     

    The
      terms
“Register,”
      “Registered”
and
      “Registration”
refer
      to a registration effected by preparing and filing a registration statement
      in
      compliance with the Securities Act providing for the sale by the Holders of
      Registrable Shares in accordance with the method or methods of distribution
      designated by the Holders, and the declaration or ordering of the effectiveness
      of such registration statement by the Commission.

     

    “Registrable
      Shares”
shall
      mean the Par B Shares, the Earnout Shares or other securities of the Company
      issued in respect of such shares as a dividend or other distribution unless
      such
      issuance is pursuant to an effective registration statement; provided, however,
      that any such shares of Company Common Stock shall cease to be Registrable
      Shares when (i) a registration statement with respect to the sale of Registrable
      Shares shall have become effective under the Securities Act and such Registrable
      Shares shall have been disposed of in accordance with such registration
      statement; (ii) such Registrable Shares shall have been sold in accordance
      with
      Rule 144; (iii) such Registrable Shares shall have been otherwise transferred
      and new certificates not subject to transfer restrictions under the Securities
      Act and not bearing any legend restricting further transfer shall have been
      delivered by the Company, and no other applicable and legally binding
      restriction on transfer under the Securities Act shall exist; or (iv) the
      holding period and volume restrictions specified in Rule 144 under the
      Securities Act shall have been satisfied.

     

    “Registration
      Expenses”
shall
      mean all out-of-pocket expenses (excluding Selling Expenses) incurred by the
      Company in complying with Section 2 hereof, including, without limitation,
      the
      following: (i) all registration, filing and listing fees; (ii) fees and expenses
      of compliance with federal and state securities laws (including, without
      limitation, reasonable fees and disbursements of counsel in connection with
      state securities qualifications of the Registrable Shares under the laws of
      such
      jurisdictions as the Holders may reasonably designate); (iii) printing
      (including, without limitation, expenses of printing or engraving certificates
      for the Registrable Shares in a form eligible for deposit with The Depository
      Trust Company and otherwise meeting the requirements of any securities exchange
      on which they are listed and of printing registration statements and
      prospectuses), messenger, telephone, shipping and delivery expenses; (iv) fees
      and disbursements of counsel for the Company; (v) fees and disbursements of
      all
      independent public accountants of the Company (including without limitation
      the
      expenses of any annual or special audit and “comfort” letters required by a
      managing underwriter); (vi) Securities Act liability insurance if the Company
      so
      desires; (vii) fees and expenses of other Persons reasonably necessary in
      connection with the registration, including any experts, retained by the
      Company; (viii) fees and expenses incurred in connection with the listing of
      the
      Registrable Shares on each securities exchange on which Company Common Stock
      is
      then listed; and (ix) fees and expenses associated with any filing with the
      National Association of Securities Dealers, Inc. required to be made in
      connection with the registration statement.

     

    “Rule
      144”
shall
      mean Rule 144 (or any successor or similar provision) promulgated by the
      Commission under the Securities Act, as in effect from time to
      time.

     

    “Second
      Year Par B Shares”
      shall
      mean the Par B Shares issuable in the last twelve installments pursuant to
      Section 1.08(d) of the Asset Purchase Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Securities
      Act”
shall
      mean the Securities Act of 1933, as amended (or any successor statute), and
      the
      rules and regulations of the Commission thereunder from time to time, all as
      the
      same shall be in effect at the relevant time.

     

    “Selling
      Expenses”
shall
      mean all underwriting discounts, selling commissions and stock transfer taxes
      applicable to any sale of Registrable Shares and any other costs or expenses
      incurred by the Holders in connection with any sale of Registrable
      Shares.

     

    Section
      2. Registration.

     

    (a)
       The
      Company shall cause to be prepared and filed with the Commission, (i) within
      sixty (60) days following the date upon which the Company is required to deliver
      any Earnout Shares to the Holders in accordance with the terms of the Asset
      Purchase Agreement, a registration statement or, in the Company’s discretion, a
      supplement or amendment to a previously filed registration statement, for the
      purpose of effecting a Registration of the sale of such Earnout Shares by the
      Holders thereof, (ii) within sixty (60) days following the date upon which
      the
      Company is required to deliver any of the First Year Par B Shares to the Holders
      in accordance with the terms of the Asset Purchase Agreement, a registration
      statement or, in the Company’s discretion, a supplement or amendment to a
      previously filed registration statement, for the purpose of effecting a
      Registration of the sale of such First Year Par B Shares by the Holders thereof
      and (iii) prior to the date upon which the Company is required to deliver any
      of
      the Second Year Par B Shares to the Holders in accordance with the terms of
      the
      Asset Purchase Agreement, a registration statement or, in the Company’s
      discretion, a supplement or amendment to a previously filed registration
      statement, for the purpose of effecting a Registration of the sale of such
      Second Year Par B Shares by the Holders thereof. The Company shall use its
      reasonable best efforts to cause such Registrations to become effective as
      soon
      as practicable and to keep such Registrations continuously effective until
      the
      date on which all applicable Registrable Shares have been sold pursuant to
      such
      registration statements.

     

    (b) Notwithstanding
      the foregoing, during any period when a registration statement is effective
      with
      respect to the Registrable Shares, the Company shall have the right to cause
      the
      Holders to suspend sales under such registration statement one (1) time for
      up
      to 60 days in any 365 day period by notifying the Holders in writing that the
      board of directors of the Company has determined that the continuation of such
      sales would be “Detrimental,” as defined below, to the Company and its
      stockholders. Each such written notice shall specify the basis for the
      suspension and shall include a copy of the resolution setting forth the relevant
      determination of the Company’s board of directors. “Detrimental”
to
      the
      Company and its stockholders means that
      the
      board of directors of the Company determines in good faith that continued sales
      by the Holders under the registration statement would (A) (1) interfere with
      or
      have a material adverse effect on the negotiation or completion of, or (2)
      require, prior to the signing of a definitive agreement, the Company publicly
      to
      disclose, in each case, any extraordinary transaction that is being contemplated
      by the Company, or (B) would have a material adverse effect on the Company.
      Upon
      the Holders’ receipt of any such written notice from the Company, the Holders
      shall immediately suspend all sales of Registrable Shares under such
      registration statement and shall not recommence such sales until the earlier
      of
      (i) the date upon which Company notifies the Holders in writing that the
      Holders are permitted to do so, or (ii) sixty (60) days following the
      date upon which the Holders received the written notice of
      suspension.

     

    (c) The
      Company shall promptly notify the Holders of the occurrence of the following
      events:

     

    (i) when
      any
      registration statement relating to Registrable Shares or post-effective
      amendment thereto filed with the Commission has become effective;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (ii) the
      issuance by the Commission of any stop order suspending the effectiveness of
      any
      registration statement relating to the Registrable Shares;

     

    (iii) The
      Company’s receipt of any notification of the suspension of the qualification of
      any Registrable Shares covered by a registration statement for sale in any
      jurisdiction; and

     

    (iv) the
      existence of any event, fact or circumstance during the distribution of
      securities that results in a registration statement or prospectus relating
      to
      Registrable Shares or any document incorporated therein by reference containing
      an untrue statement of material fact or omitting to state a material fact
      required to be stated therein or necessary to make the statements therein not
      misleading.

     

    (d) The
      Holders shall immediately cease selling Registrable Shares upon their receipt
      of
      a notice described in clauses (ii) or (iv) above and shall immediately cease
      selling Registrable Shares in the relevant jurisdiction upon receipt of a notice
      described in clause (iii) above. The Holders shall not resume such sales of
      Registrable Shares until receiving notice from the Company that such sales
      may
      resume. The Company agrees to use its reasonable efforts to obtain the
      withdrawal of any order suspending the effectiveness of any such registration
      statement or any state qualification as soon as practicable.

     

    (e)
       The
      Company shall provide to the Holders, at no cost to the Holders, a copy of
      the
      registration statement and any amendment thereto used to effect the Registration
      of the Registrable Shares, each prospectus contained in such registration
      statement or post-effective amendment, and any amendment or supplement thereto
      and such other documents as the requesting Holders may reasonably request in
      order to facilitate the disposition of the Registrable Shares covered by such
      registration statement. The Company consents to the use of each such prospectus
      and any supplement thereto by the Holders in connection with the offering and
      sale of the Registrable Shares covered by such registration statement or any
      amendment thereto. 

     

    (f)
       The
      Company agrees to use its reasonable efforts to cause the Registrable Shares
      covered by a registration statement to be registered with or approved by such
      state securities authorities as may be necessary to enable the Holders to
      consummate the disposition of such shares pursuant to the plan of distribution
      set forth in the registration statement.

     

    (g)
       If
      any
      event, fact or circumstance requiring an amendment to a registration statement
      relating to the Registrable Shares or supplement to a prospectus relating to
      the
      Registrable Shares shall exist, promptly upon becoming aware thereof the Company
      agrees to notify the Holders and prepare and furnish to the Holders a
      post-effective amendment to the registration statement or supplement to the
      prospectus or any document incorporated therein by reference or file any other
      required document so that, as thereafter delivered to the purchasers of the
      Registrable Shares, the prospectus will not contain an untrue statement of
      a
      material fact or omit to state any material fact required to be stated therein
      or necessary to make the statements therein not misleading.

     

    (h)
       The
      Company agrees to use its reasonable best efforts (including the payment of
      any
      listing fees) to obtain the listing of all Registrable Shares covered by the
      registration statement on each national securities exchange on which securities
      of the same series are then listed.

     

    (i)
       The
      Company will comply with the Securities Act and the Exchange Act in connection
      with the offer and sale of Registrable Shares pursuant to a registration
      statement, and, as soon as reasonably practicable following the end of any
      fiscal year during which a registration statement effecting a Registration
      of
      the Registrable Shares shall have been effective, make available to its security
      holders an earnings statement satisfying the provisions of Section 11(a) of
      the
      Securities Act.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      3. Assignment
      of Registration Rights.
      The
      rights to cause the Company to register Registrable Shares pursuant to Section
      2
      may be assigned (but only with all related obligations) by any Holder to any
      transferee or assignee of Registrable Shares, if and only if:

     

    (a) the
      Company is, prior to or concurrently with such transfer, furnished with written
      notice of the name and address of such transferee or assignee and the securities
      with respect to which such registration rights are being assigned;
      and

     

    (b) such
      transferee or assignee agrees in writing to be bound by and subject to the
      terms
      and conditions of this Agreement.

     

    Section
      4. Default.
      In
      the
      event that the Company fails, refuses or is unable to (a) file a Registration
      Statement within the time frames set forth in Section 2(a) above with respect
      to
      the Registrable Shares, or (b) effect a Registration of all Registrable
      Shares within one hundred eighty (180) days following the date upon which the
      Company is required to deliver such Registrable Shares to the Holders, then
      from
      and after the one hundred eightieth (180th) day
      following the date upon which the Company is required to deliver such
      Registrable Shares to the Holders, and for so long as such Registrable Shares
      remain unregistered, or in the event that any previously Registered Registrable
      Shares thereafter become unregistered, the amount of the “Protected Payments,”
as that term is defined in Section 1.10 of the Asset Purchase Agreement,
      represented by such Registrable Shares, shall bear interest at the rate of
      1.5%
      per month (up to a maximum of 9 months) or, if lesser, the maximum amount
      permitted by law. Any such interest shall be paid upon demand from the Holders
      either in cash or in additional Registrable Shares at the sole discretion of
      the
      Holders. In the event that (i) such Registrable Shares remain unregistered
      as of
      the three hundred sixty-fifth (365th) day following the date upon which the
      Company is required to deliver such Registrable Shares to the Holders, (ii)
      any
      previously Registered Registrable Shares become unregistered and remain
      unregistered for ninety (90) or more consecutive days, (iii) a bankruptcy
      petition is filed by or against the Company and is not terminated or withdrawn
      within thirty (30) days, the Company makes a general assignment for the benefit
      of creditors, a receiver or similar official is appointed for a substantial
      portion of any business or other property of the Company, or the Company is
      liquidated or dissolved, or (iv) the Company Common Stock is delisted from
      the
      NASDAQ Stock Market and not listed on a recognized national stock exchange,
      similar trading market or over-the-counter market, then
      upon
      written notice to the Company, the Holders may, in their sole discretion,
      require the Company to purchase from the Holders all of the unregistered
      Registrable Shares (or such portion of the unregistered Registrable Shares
      as
      set forth in the written notice to the Company from any Holder) for an amount
      equal to the greater of (A) the price per share for such Registrable Shares
      on
      the date upon which the Company was required to deliver such Registrable Shares
      to the Holders, (B) the highest closing price for the Company Common Stock
      on
      the NASDAQ Stock Market, similar trading market or any other exchange for the
      twenty (20) consecutive trading days immediately preceding the date of the
      Holders’ written notice, and (C) $_______ [the
      closing price of the Company Common Stock on the Closing Date under the Asset
      Purchase Agreement].
      Notwithstanding anything to the contrary contained in this Section 4, to the
      extent that the registration of any or all of the Registrable Shares is
      prohibited (the “Non-Registered
      Shares”)
      under
      Rule 415 in the opinion of the Commission, the interest payment penalties and
      the buy-back provisions described in this Section 4 shall not be applicable
      to
      such Non-Registered Shares.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      5. Expenses
      of Registration. The
      Company shall pay all Registration Expenses incurred in connection with the
      registration, qualification or compliance pursuant to Section 2 hereof. All
      Selling Expenses incurred in connection with the sale of Registrable Shares
      by
      any of the Holders shall be borne by the Holder offering or selling such
      Registrable Shares. Each Holder shall pay the fees and disbursements of its
      own
      counsel, if any.

     

    Section
      6. Information
      to be Furnished by Holders. Each
      Holder shall furnish to the Company such information as the Company may
      reasonably request in connection with the Registration and related proceedings
      referred to in Section 2 hereof.

     

    Section
      7. Rule
      144 Sales.

     

    (a) The
      Company will use its reasonable best efforts to file the reports required to
      be
      filed by the Company under the Exchange Act so as to enable any Holder to sell
      Registrable Shares pursuant to Rule 144 under the Securities Act.

     

    (b) In
      connection with any sale, transfer or other disposition by any Holder of any
      Registrable Shares pursuant to Rule 144 under the Securities Act, the Company
      shall cooperate with such Holder to facilitate the timely preparation and
      delivery of certificates representing Registrable Shares to be sold and not
      bearing any Securities Act legend, if deemed appropriate, and enable
      certificates for such Registrable Shares to be issued for such number of shares
      and registered in such names as the selling Holder may reasonably request at
      least five (5) business days prior to any sale of Registrable
      Shares.

     

    Section
      8. Indemnification.

     

    (a)
       The
      Company will indemnify each Holder, each Holder’s officers and directors, and
      each person controlling such Holder within the meaning of Section 15 of the
      Securities Act, against all expenses, claims, losses, damages and liabilities
      (including reasonable legal fees and expenses), arising out of or based on
      any
      untrue statement (or alleged untrue statement) of a material fact contained
      in
      any registration statement or prospectus relating to the Registrable Shares,
      or
      any amendment or supplement thereto, or based on any omission (or alleged
      omission) to state therein a material fact required to be stated therein or
      necessary to make the statements therein not misleading, provided,
      however, that
      the
      Company will not be liable in any such case to the extent that any such expense,
      claim, loss, damage, liability or expense arises solely out of or is based
      on
      any untrue statement or omission or alleged untrue statement or omission made
      in
      reliance upon and in conformity with information furnished in writing to the
      Company by any Holder for inclusion therein.

     

    (b)
       Each
      Holder will indemnify the Company, its officers and directors, and each person
      who controls the Company within the meaning of Section 15 of the Securities
      Act,
      against all expenses, claims, losses, damages and liabilities (including
      reasonable legal fees and expenses) arising out of or based on any untrue
      statement (or alleged untrue statement) of a material fact contained in any
      registration statement or prospectus relating to the Registrable Shares, or
      any
      amendment or supplement thereto, or based on any omission (or alleged omission)
      to state therein a material fact required to be stated therein or necessary
      to
      make the statements therein not misleading, in each case to the extent, but
      only
      to the extent, that such untrue statement (or alleged untrue statement) or
      omission (or alleged omission) is made in such registration statement or
      prospectus in reliance upon and in conformity with information furnished in
      writing to the Company by such Holder for inclusion therein.

     

    (c)
       Each
      party entitled to indemnification under this Section 8 (the “Indemnified
      Party”)
      shall
      give notice to the party required to provide indemnification (the “Indemnifying
      Party”)
      promptly after such Indemnified Party has actual knowledge of any claim as
      to
      which indemnity may be sought, but the omission to so notify the Indemnifying
      Party shall not relieve such Indemnifying Party from any liability which it
      may
      have to the Indemnified Party pursuant to the provisions of this Section 8
      except to the extent of the actual damages suffered by such delay in
      notification. The Indemnifying Party shall assume the defense of such action,
      including the employment of counsel to be chosen by the Indemnifying Party,
      and
      reasonably satisfactory to the Indemnified Party, and payment of expenses.
      The
      Indemnified Party shall have the right to employ its own counsel in any such
      case, but the legal fees and expenses of such counsel shall be at the expense
      of
      the Indemnified Party unless the employment of such counsel shall have been
      authorized in writing by the Indemnifying Party in connection with the defense
      of such action, the Indemnifying Party shall not have employed counsel to take
      charge of the defense of such action, or the Indemnified Party shall have
      reasonably concluded that there may be defenses available to it or them which
      are different from or additional to those available to the Indemnifying Party
      (in which case the Indemnifying Party shall not have the right to direct the
      defense of such action on behalf of the Indemnified Party), in any of which
      events such fees and expenses shall be borne by the Indemnifying Party;
provided,
      however,
      that
      the Indemnifying Party shall in no event be liable for counsel costs for more
      than one counsel to all Holders and one local counsel to Holders in each
      relevant local jurisdiction. No Indemnifying Party, in the defense of any such
      claim or litigation, shall, except with the consent of each Indemnified Party,
      consent to entry of any judgment or enter into any settlement which 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 to such
      claim or litigation.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (d)
       If
      the
      indemnification provided for in this Section 8 is unavailable to a party that
      would have been an Indemnified Party under this Section 8 in respect of any
      expenses, claims, losses, damages and liabilities referred to herein, then
      each
      party that would have been an Indemnifying Party hereunder shall, in lieu of
      indemnifying such Indemnified Party, contribute to the amount paid or payable
      by
      such Indemnified Party as a result of such expenses, claims, losses, damages
      and
      liabilities in such proportion as is appropriate to reflect the relative fault
      of the Indemnifying Party on the one hand and such Indemnified Party on the
      other in connection with the statement or omission which resulted in such
      expenses, claims, losses, damages and liabilities, as well as any other relevant
      equitable considerations. The relative fault shall be determined by reference
      to, among other things, whether the untrue or alleged untrue statement of a
      material fact or the omission or alleged omission to state a material fact
      relates to information supplied by the Indemnifying Party or such Indemnified
      Party and the parties’ relative intent, knowledge, access to information and
      opportunity to correct or prevent such statement or omission. The Company and
      each Holder agrees that it would not be just and equitable if contribution
      pursuant to this Section 8 were determined by pro rata allocation or by any
      other method of allocation which does not take account of the equitable
      considerations referred to above in this Section 8(d).

     

    (e)
       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 who was
      not guilty of such fraudulent misrepresentation.

     

    (f)
       In
      no
      event shall any Holder be liable for any expenses, claims, losses, damages
      or
      liabilities pursuant to this Section 8 in excess of the net proceeds to such
      Holder from the sale of Registrable Shares sold by such Holder.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      9. Miscellaneous.

     

    (a)
       Governing
      Law.
      This
      Agreement shall be governed in all respects by the laws of the State of New
      York, without giving effect to any provision thereof which would require the
      application of the law of any other jurisdiction. Each party hereto hereby
      waives personal service of any and all process and consents that all such
      service of process be made by registered mail directed to the address described
      in Section 9(c) and service so made shall be deemed to be completed upon actual
      receipt thereof. Each party hereto waives any right to a trial by jury with
      respect to any matter arising under this Agreement and the transactions
      contemplated hereby.

     

    (b) Waiver
      and Amendment.
      This
      Agreement may be amended or modified in whole or in part only by a writing
      that
      makes reference to this Agreement and that is executed by the Company and,
      pursuant to Section 9(i), the Holders. Any amendment so approved will bind
      the
      Company and the Holders. The obligations of any party hereunder may be waived
      (either generally or in a particular instance and either retroactively or
      prospectively) only with the written consent of the party claimed to have given
      the waiver (subject to Section 9(i)); provided, however, that any waiver by
      any
      party of any violation of, breach of, or default under any provision of this
      Agreement or any other agreement provided for herein shall not be construed
      as,
      or constitute, a continuing waiver of such provision, or a waiver of any other
      violation of, breach of or default under any other provision of this
      Agreement.

     

    (c) Notices.
      All
      notices or other communications under this Agreement shall be in writing and
      shall be given (and shall be deemed to have been duly given upon receipt) by
      delivery in person, by telecopy (with confirmation of receipt), or by registered
      or certified mail, postage prepaid, return receipt requested, addressed to
      the
      address provided pursuant to the Asset Purchase Agreement or to such
      other
      address as any party may have furnished to the other parties in writing in
      accordance with this paragraph.

     

    (d) Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which may
      be
      executed by fewer than all of the parties hereto (provided
      that
      each
      party executes one or more counterparts), each of which shall be enforceable
      against the parties actually executing such counterparts, and all of which
      together shall constitute one instrument. Execution copies may be exchanged
      by
      facsimile transmission and such copies shall be fully enforceable by any
      party.

     

    (e) Severability.
      In the
      event that any provision of this Agreement becomes or is declared by a court
      of
      competent jurisdiction to be illegal, unenforceable or void, this Agreement
      shall continue in full force and effect without said provision.

     

    (f) Section
      Titles.
      Section
      titles are for descriptive purposes only and shall not control or alter the
      meaning of this Agreement as set forth in the text.

     

    (g) Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and permitted assigns; provided, however, that
      neither the Investor nor any other Holder to which any Shares or any Registrable
      Shares are transferred may assign any rights or obligations under this Agreement
      without the prior written consent of the Company. Any attempted assignment
      in
      violation hereof shall be null and void ab initio and of no force or effect.
      Nothing in this Agreement, express or implied, is intended to confer upon any
      party other than the parties hereto or their respective successors and permitted
      assigns any rights, remedies, obligations, or liabilities under or by reason
      of
      this Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (h) Specific
      Performance.
      The
      parties hereto agree that upon a breach of any provisions of this Agreement
      a
      remedy at law would not be adequate, and that the parties hereto are entitled
      to
      injunctive relief and specific performance, and any other legal or equitable
      remedies, as remedies for the enforcement of this Agreement.

    


    (i) Action
      of the Holders.
      Wherever
      this Agreement requires or otherwise provides for the approval, consent, waiver
      or other action of the Holders, the written approval, consent, waiver or other
      action of the Holders holding a majority of the votes attributable to the
      Registrable Shares then collectively held by the Holders shall constitute the
      approval, consent, waiver or other action of the Holders.

     

    (j) Entire
      Agreement.
      This
      Agreement embodies the entire agreement among the parties in relation to its
      subject matter, and no representations, warranties, covenants, understandings
      or
      agreements or otherwise, in relation thereto, exist between any of the parties
      related to the subject matter hereof. This Agreement supersedes all prior
      agreements and understandings relating to the subject matter
      hereof.

     

    [Signatures
      on the following page]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Registration Rights
      Agreement as of the date first above written.

    
      	 	 	 
	 	
              HANDHELD
                ENTERTAINMENT, INC.

            
	 
 	 
 	 
 
	
            	By:  	/s/
              William J. Bush
	 	
              

              Name:
                William J. Bush

              Title:
                Chief Financial Officer

            


    

     

    
      	 	 	 
	 	
              EBAUM’S
                WORLD, INC.

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Eric
              Bauman
	 	
              

              Name:
                Eric Bauman

              Title:
                President