Exhibit 4.3


                          REGISTRATION RIGHTS AGREEMENT


     This Registration  Rights Agreement (this  "Agreement") is made and entered
into as of January 11, 2006,  among  Electronic  Control  Security,  Inc., a New
Jersey  corporation (the "Company"),  and the purchasers  signatory hereto (each
such purchaser is a "Purchaser" and collectively, the "Purchasers").

     This Agreement is made pursuant to the Securities Purchase Agreement, dated
as of the date  hereof  among the  Company  and the  Purchasers  (the  "Purchase
Agreement").

     The Company and the Purchasers hereby agree as follows:

          1.   Definitions

     Capitalized terms used and not otherwise defined herein that are defined in
the Purchase  Agreement shall have the meanings given such terms in the Purchase
Agreement.  As used in this  Agreement,  the  following  terms  shall  have  the
following meanings:

               "Advice" shall have the meaning set forth in Section 6(d).

               "Effectiveness   Date"   means,   with  respect  to  the  initial
          Registration  Statement  required  to be filed  hereunder,  the  120th
          calendar  day  following  the date  hereof  and,  with  respect to any
          additional  Registration  Statements which may be required pursuant to
          Section  3(c),  the 90th  calendar day following the date on which the
          Company  first  knows,  or  reasonably  should have  known,  that such
          additional  Registration  Statement is required  hereunder;  provided,
          however,  in the event the Company is notified by the Commission  that
          one of the above Registration Statements will not be reviewed or is no
          longer subject to further review and comments,  the Effectiveness Date
          as to such  Registration  Statement  shall be the  fifth  Trading  Day
          following  the date on which the  Company is so  notified if such date
          precedes the dates required above.

               "Effectiveness  Period"  shall  have  the  meaning  set  forth in
          Section 2(a).

               "Event" shall have the meaning set forth in Section 2(b).

               "Event Date" shall have the meaning set forth in Section 2(b).

               "Filing  Date" means,  with  respect to the initial  Registration
          Statement required hereunder, the 45th calendar day following the date
          hereof and,  with respect to any  additional  Registration  Statements
          which may be required pursuant to Section 3(c), the 30th day following
          the date on which the Company first knows,  or reasonably  should have
          known  that  such  additional   Registration   Statement  is  required
          hereunder.

               "Holder" or  "Holders"  means the holder or holders,  as the case
          may be, from time to time of Registrable Securities.

               "Indemnified  Party"  shall have the meaning set forth in Section
          5(c).

               "Indemnifying  Party" shall have the meaning set forth in Section
          5(c).

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

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               "Plan of  Distribution"  shall  have  the  meaning  set  forth in
          Section 2(a).

               "Proceeding"  means an  action,  claim,  suit,  investigation  or
          proceeding (including, without limitation, an investigation or partial
          proceeding, such as a deposition), whether commenced or threatened.

               "Prospectus"  means the  prospectus  included  in a  Registration
          Statement (including,  without limitation,  a prospectus that includes
          any information  previously omitted from a prospectus filed as part of
          an  effective  registration  statement  in  reliance  upon  Rule  430A
          promulgated  under the Securities  Act), as amended or supplemented by
          any prospectus  supplement,  with respect to the terms of the offering
          of any portion of the Registrable Securities covered by a Registration
          Statement, and all other amendments and supplements to the Prospectus,
          including post-effective  amendments, and all material incorporated by
          reference  or  deemed  to  be   incorporated   by  reference  in  such
          Prospectus.

               "Registrable  Securities"  means (i) all of the  shares of Common
          Stock  issuable upon  conversion in full of the  Debentures,  (ii) all
          shares issuable as interest on the Debentures assuming all permissible
          interest  payments  are  made  in  shares  of  Common  Stock  and  the
          Debentures are held until maturity, (iii) all Warrant Shares, (iv) any
          additional  shares  issuable  in  connection  with  any  anti-dilution
          provisions in the  Debentures  or the Warrants (in each case,  without
          giving  effect  to any  limitations  on  conversion  set  forth in the
          Debenture or limitations on exercise set forth in the Warrant) and (v)
          any  securities  issued or issuable upon any stock split,  dividend or
          other distribution,  recapitalization or similar event with respect to
          the foregoing.

               "Registration   Statement"  means  the  registration   statements
          required  to  be  filed  hereunder  and  any  additional  registration
          statements  contemplated by Section 3(c), including (in each case) the
          Prospectus,  amendments and supplements to such registration statement
          or  Prospectus,  including  pre- and  post-effective  amendments,  all
          exhibits thereto, and all material incorporated by reference or deemed
          to be incorporated by reference in such registration statement.

               "Rule 415" means Rule 415 promulgated by the Commission  pursuant
          to the Securities  Act, as such Rule may be amended from time to time,
          or any similar rule or regulation  hereafter adopted by the Commission
          having substantially the same purpose and effect as such Rule.

               "Rule 424" means Rule 424 promulgated by the Commission  pursuant
          to the Securities  Act, as such Rule may be amended from time to time,
          or any similar rule or regulation  hereafter adopted by the Commission
          having substantially the same purpose and effect as such Rule.

               "Selling  Shareholder  Questionnaire"  shall have the meaning set
          forth in Section 3(a).

          2.   Shelf Registration

               (a)  On or prior to each Filing Date,  the Company  shall prepare
          and file with the Commission a "Shelf" Registration Statement covering
          the resale of 125% of the  Registrable  Securities on such Filing Date
          for an offering to be made on a continuous basis pursuant to Rule 415.
          The  Registration  Statement  shall  be on Form  SB-2  (or on  another
          appropriate  form in accordance  herewith)  and shall contain  (unless
          otherwise  directed  by  the  Holders)   substantially  the  "Plan  of
          Distribution" attached hereto as Annex A. Subject to the terms of this
          Agreement,  the  Company  shall  use  its  best  efforts  to  cause  a
          Registration  Statement to be declared  effective under the Securities
          Act as promptly as possible after the filing thereof, but in any event
          prior  to  the  applicable  Effectiveness  Date,  and  shall  use  its
          commercially  reasonable  efforts to keep such Registration  Statement
          continuously  effective under the Securities Act until all Registrable
          Securities  covered by such  Registration  Statement have been sold or
          may be sold  without  volume  restrictions  pursuant to Rule 144(k) as
          determined by the counsel to the Company pursuant to a written opinion
          letter to such  effect,  addressed  and  acceptable  to the  Company's
          transfer agent and the affected Holders (the "Effectiveness  Period").
          The  Company  shall   telephonically   request   effectiveness   of  a

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          Registration  Statement  as of 5:00 pm Eastern  Time on a Trading Day.
          The Company shall immediately  notify the Holders via facsimile of the
          effectiveness of a Registration Statement on the same Trading Day that
          the Company telephonically confirms effectiveness with the Commission,
          which shall be the date requested for  effectiveness of a Registration
          Statement.  The Company shall,  by 9:30 am Eastern Time on the Trading
          Day after the Effective  Date (as defined in the Purchase  Agreement),
          file a Form 424(b)(5)  prospectus with the  Commission.  Failure to so
          notify the Holder within 1 Trading Day of such  notification  shall be
          deemed an Event under Section 2(b).


               (b)  If: (i) a Registration Statement is not filed on or prior to
          its Filing Date (if the Company files a Registration Statement without
          affording  the  Holders the  opportunity  to review and comment on the
          same as required by Section  3(a),  the Company shall not be deemed to
          have  satisfied  this clause (i)),  or (ii) the Company  fails to file
          with the Commission a request for acceleration in accordance with Rule
          461 promulgated  under the Securities Act, within five Trading Days of
          the date that the Company is notified (orally or in writing, whichever
          is earlier) by the Commission  that a Registration  Statement will not
          be "reviewed," or not subject to further review, or (iii) prior to its
          Effectiveness   Date,  the  Company  fails  to  file  a  pre-effective
          amendment  and  otherwise  respond in writing to comments  made by the
          Commission  in  respect  of  such  Registration  Statement  within  20
          calendar  days after the  receipt of  comments  by or notice  from the
          Commission that such amendment is required in order for a Registration
          Statement to be declared effective,  or (iv) a Registration  Statement
          filed or required to be filed  hereunder is not declared  effective by
          the   Commission  by  its   Effectiveness   Date,  or  (v)  after  the
          Effectiveness Date, a Registration  Statement ceases for any reason to
          remain  continuously  effective as to all  Registrable  Securities for
          which it is required to be effective, or the Holders are not permitted
          to  utilize  the  Prospectus   therein  to  resell  such   Registrable
          Securities  for 10  consecutive  Trading  Days  but no  more  than  an
          aggregate of 20 Trading Days during any  12-month  period  (which need
          not be  consecutive  Trading  Days) (any such  failure or breach being
          referred to as an "Event",  and for purposes of clause (i) or (iv) the
          date on which such Event  occurs,  or for  purposes of clause (ii) the
          date on which  such  five  Trading  Day  period  is  exceeded,  or for
          purposes of clause  (iii) the date which such 20 Trading Day period is
          exceeded,  or for  purposes of clause (v) the date on which such 10 or
          20 Trading Day period, as applicable, is exceeded being referred to as
          "Event  Date"),  then in addition to any other  rights the Holders may
          have hereunder or under  applicable  law, (A) on each such Event Date,
          the  Company  shall pay to each  Holder an amount in cash,  as partial
          liquidated  damages  and  not  as a  penalty,  equal  to  1.0%  of the
          aggregate  purchase price paid by such Holder pursuant to the Purchase
          Agreement for any Registrable  Securities then held by such Holder and
          (B) and on each monthly anniversary of each such Event Date thereafter
          (if the applicable Event shall not have been cured by such date) until
          the applicable Event is cured, the Company shall pay to each Holder an
          amount in cash,  as partial  liquidated  damages and not as a penalty,
          equal to 2.0% of the  aggregate  purchase  price  paid by such  Holder
          pursuant to the Purchase Agreement for any Registrable Securities then
          held  by  such  Holder.  If  the  Company  fails  to pay  any  partial
          liquidated  damages pursuant to this Section in full within seven days
          after the date  payable,  the Company will pay  interest  thereon at a
          rate of 18% per annum (or such lesser maximum amount that is permitted
          to be paid by applicable  law) to the Holder,  accruing daily from the
          date such partial liquidated damages are due until such amounts,  plus
          all such interest  thereon,  are paid in full. The partial  liquidated
          damages  pursuant to the terms hereof shall apply on a daily  pro-rata
          basis for any portion of a month prior to the cure of an Event.

          3.   Registration Procedures.

          In connection with the Company's  registration  obligations hereunder,
the Company shall:

               (a)  Not less than four  Trading Days prior to the filing of each
          Registration Statement or any related Prospectus or any amendment or

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          supplement  thereto (including any document that would be incorporated
          or deemed to be incorporated therein by reference), the Company shall,
          (i) furnish to each Holder copies of all such documents proposed to be
          filed,  which documents (other than those incorporated or deemed to be
          incorporated  by  reference)  will be  subject  to the  review of such
          Holders,  and (ii)  cause its  officers  and  directors,  counsel  and
          independent  certified public accountants to respond to such inquiries
          as shall be necessary, in the reasonable opinion of respective counsel
          to  conduct a  reasonable  investigation  within  the  meaning  of the
          Securities Act. The Company shall not file a Registration Statement or
          any such Prospectus or any amendments or supplements  thereto to which
          the  Holders  of  a  majority  of  the  Registrable  Securities  shall
          reasonably  object  in good  faith,  provided  that,  the  Company  is
          notified  of such  objection  in writing no later than 5 Trading  Days
          after the Holders  have been so  furnished  copies of such  documents.
          Each Holder agrees to furnish to the Company a completed Questionnaire
          in the  form  attached  to  this  Agreement  as  Annex  B (a  "Selling
          Shareholder  Questionnaire") not less than three Trading Days prior to
          the Filing Date or by the end of the fourth  Trading Day following the
          date on which such Holder  receives draft materials in accordance with
          this Section.

               (b)  (i) Prepare and file with the  Commission  such  amendments,
          including post-effective  amendments,  to a Registration Statement and
          the  Prospectus  used in  connection  therewith as may be necessary to
          keep  a  Registration  Statement  continuously  effective  as  to  the
          applicable  Registrable  Securities for the  Effectiveness  Period and
          prepare  and file with the  Commission  such  additional  Registration
          Statements  in order to register for resale under the  Securities  Act
          all of the Registrable  Securities;  (ii) cause the related Prospectus
          to be amended or  supplemented by any required  Prospectus  supplement
          (subject to the terms of this  Agreement),  and as so  supplemented or
          amended to be filed pursuant to Rule 424; (iii) respond as promptly as
          reasonably  possible to any comments received from the Commission with
          respect to a  Registration  Statement or any amendment  thereto and as
          promptly as reasonably  possible provide the Holders true and complete
          copies of all correspondence  from and to the Commission relating to a
          Registration Statement;  provided, however, that if, in the opinion of
          counsel to the Company,  the  provision of such  correspondence  shall
          result in the  provision of material  non-public  information  to such
          Holders and a breach of Section 4.8 of the  Purchase  Agreement,  such
          Holders  shall  first  have  executed  a written  agreement  regarding
          confidentiality  and use of such  information;  and (iv) comply in all
          material  respects with the  provisions of the  Securities Act and the
          Exchange  Act  with  respect  to the  disposition  of all  Registrable
          Securities  covered by a Registration  Statement during the applicable
          period in accordance (subject to the terms of this Agreement) with the
          intended  methods of disposition  by the Holders  thereof set forth in
          such Registration  Statement as so amended or in such Prospectus as so
          supplemented.

               (c)  If  during   the   Effectiveness   Period,   the  number  of
          Registrable Securities at any time exceeds 90% of the number of shares
          of Common Stock then registered in a Registration Statement,  then the
          Company shall file as soon as reasonably  practicable  but in any case
          prior  to the  applicable  Filing  Date,  an  additional  Registration
          Statement  covering the resale by the Holders of not less than 125% of
          the number of such Registrable Securities.

               (d)  Notify the  Holders  of  Registrable  Securities  to be sold
          (which notice shall,  pursuant to clauses (ii) through (vi) hereof, be
          accompanied  by an  instruction  to suspend the use of the  Prospectus
          until the requisite  changes have been made) as promptly as reasonably
          possible (and, in the case of (i)(A) below, not less than four Trading
          Days  prior to such  filing)  and (if  requested  by any such  Person)
          confirm such notice in writing no later than one Trading Day following
          the day (i)(A)  when a  Prospectus  or any  Prospectus  supplement  or
          post-effective amendment to a Registration Statement is proposed to be
          filed; (B) when the Commission notifies the Company whether there will
          be  a  "review"  of  such  Registration  Statement  and  whenever  the
          Commission  comments in writing on such  Registration  Statement  (the
          Company shall provide true and complete copies thereof and all written
          responses  thereto to each of the Holders);  and (C) with respect to a
          Registration Statement or any post-effective  amendment, when the same
          has become  effective;  (ii) of any request by the  Commission  or any
          other  Federal  or state  governmental  authority  for  amendments  or
          supplements  to  a   Registration   Statement  or  Prospectus  or  for
          additional information; (iii) of the issuance by the Commission or any
          other  federal  or state  governmental  authority  of any  stop  order
          suspending the effectiveness of a Registration  Statement covering any
          or  all  of  the  Registrable  Securities  or  the  initiation  of any
          Proceedings  for that  purpose;  (iv) of the receipt by the Company of

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          any notification  with respect to the suspension of the  qualification
          or exemption from  qualification of any of the Registrable  Securities
          for sale in any jurisdiction,  or the initiation or threatening of any
          Proceeding  for such  purpose;  (v) of the  occurrence of any event or
          passage  of time that makes the  financial  statements  included  in a
          Registration   Statement  ineligible  for  inclusion  therein  or  any
          statement  made  in a  Registration  Statement  or  Prospectus  or any
          document   incorporated  or  deemed  to  be  incorporated  therein  by
          reference  untrue  in  any  material  respect  or  that  requires  any
          revisions to a Registration  Statement,  Prospectus or other documents
          so that, in the case of a Registration Statement or the Prospectus, as
          the case  may be,  it will  not  contain  any  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,  in light of the
          circumstances under which they were made, not misleading; and (vi) the
          occurrence  or existence  of any pending  corporate  development  with
          respect to the Company  that the Company  believes may be material and
          that, in the  determination  of the Company,  makes it not in the best
          interest  of  the  Company  to  allow  continued   availability  of  a
          Registration  Statement or  Prospectus;  provided  that any and all of
          such information  shall remain  confidential to each Holder until such
          information otherwise becomes public, unless disclosure by a Holder is
          required by law;  provided,  further,  notwithstanding  each  Holder's
          agreement to keep such information  confidential,  the Holders make no
          acknowledgement  that any such  information  is  material,  non-public
          information.

               (e)  Use  its  commercially   reasonable  efforts  to  avoid  the
          issuance  of, or, if issued,  obtain the  withdrawal  of (i) any order
          suspending the effectiveness of a Registration  Statement, or (ii) any
          suspension of the qualification  (or exemption from  qualification) of
          any of the Registrable Securities for sale in any jurisdiction, at the
          earliest practicable moment.

               (f)  Furnish  to  each  Holder,  without  charge,  at  least  one
          conformed copy of each such Registration  Statement and each amendment
          thereto,  including financial statements and schedules,  all documents
          incorporated or deemed to be incorporated  therein by reference to the
          extent  requested  by such  Person,  and all  exhibits  to the  extent
          requested  by such Person  (including  those  previously  furnished or
          incorporated by reference) promptly after the filing of such documents
          with the Commission.

               (g)  Promptly  deliver to each Holder,  without  charge,  as many
          copies  of the  Prospectus  or  Prospectuses  (including  each form of
          prospectus)  and each amendment or supplement  thereto as such Persons
          may  reasonably  request in  connection  with resales by the Holder of
          Registrable  Securities.  Subject to the terms of this Agreement,  the
          Company  hereby  consents  to the  use of  such  Prospectus  and  each
          amendment  or  supplement  thereto by each of the  selling  Holders in
          connection  with the offering and sale of the  Registrable  Securities
          covered by such  Prospectus  and any amendment or supplement  thereto,
          except after the giving on any notice pursuant to Section 3(d).

               (h)  If NASDR  Rule 2710  requires  any  broker-dealer  to make a
          filing  prior to executing a sale by a Holder,  the Company  shall (i)
          make an  Issuer  Filing  with  the  NASDR,  Inc.  Corporate  Financing
          Department  pursuant to proposed  NASDR Rule  2710(b)(10)(A)(i),  (ii)
          respond  within five Trading Days to any comments  received from NASDR
          in  connection  therewith,  and (iii) pay the filing fee  required  in
          connection therewith.

               (i)  Prior to any resale of  Registrable  Securities by a Holder,
          use its  commercially  reasonable  efforts to  register  or qualify or
          cooperate with the selling Holders in connection with the registration
          or qualification (or exemption from the Registration or qualification)
          of such Registrable  Securities for the resale by the Holder under the
          securities  or Blue Sky laws of such  jurisdictions  within the United

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          States as any Holder  reasonably  requests  in  writing,  to keep each
          registration  or  qualification  (or  exemption  therefrom)  effective
          during  the  Effectiveness  Period and to do any and all other acts or
          things  reasonably   necessary  to  enable  the  disposition  in  such
          jurisdictions   of  the   Registrable   Securities   covered  by  each
          Registration  Statement;  provided,  that  the  Company  shall  not be
          required to qualify generally to do business in any jurisdiction where
          it is not then so  qualified,  subject the Company to any material tax
          in any such  jurisdiction  where it is not then so  subject  or file a
          general consent to service of process in any such jurisdiction.

               (j)  If requested by the Holders,  cooperate  with the Holders to
          facilitate  the  timely   preparation  and  delivery  of  certificates
          representing  Registrable  Securities  to be delivered to a transferee
          pursuant to a  Registration  Statement,  which  certificates  shall be
          free,  to the  extent  permitted  by the  Purchase  Agreement,  of all
          restrictive legends,  and to enable such Registrable  Securities to be
          in such denominations and registered in such names as any such Holders
          may request.

               (k)  Upon  the  occurrence  of any  event  contemplated  by  this
          Section 3, as promptly as reasonably  possible under the circumstances
          taking into account the Company's good faith assessment of any adverse
          consequences  to the Company  and its  stockholders  of the  premature
          disclosure of such event, prepare a supplement or amendment, including
          a  post-effective   amendment,   to  a  Registration  Statement  or  a
          supplement to the related  Prospectus or any document  incorporated or
          deemed to be  incorporated  therein by  reference,  and file any other
          required  document  so  that,  as  thereafter  delivered,   neither  a
          Registration  Statement  nor such  Prospectus  will  contain an untrue
          statement of a material fact or omit to state a material fact required
          to be stated therein or necessary to make the statements  therein,  in
          light of the circumstances under which they were made, not misleading.
          If the Company  notifies the Holders in  accordance  with clauses (ii)
          through  (vi)  of  Section  3(d)  above  to  suspend  the  use  of any
          Prospectus  until the requisite  changes to such  Prospectus have been
          made,  then the  Holders  shall  suspend use of such  Prospectus.  The
          Company will use its  commercially  reasonable  efforts to ensure that
          the  use  of  the   Prospectus  may  be  resumed  as  promptly  as  is
          practicable. The Company shall be entitled to exercise its right under
          this  Section  3(k) to  suspend  the  availability  of a  Registration
          Statement and Prospectus, subject to the payment of partial liquidated
          damages  pursuant to Section 2(b),  for a period not to exceed 60 days
          (which need not be consecutive days) in any 12 month period.

               (l)  Comply  with all  applicable  rules and  regulations  of the
          Commission.

               (m)  The Company may require  each  selling  Holder to furnish to
          the Company a certified statement as to the number of shares of Common
          Stock  beneficially  owned by such  Holder  and,  if  required  by the
          Commission, the person thereof that has voting and dispositive control
          over the Shares. During any periods that the Company is unable to meet
          its  obligations  hereunder  with respect to the  registration  of the
          Registrable Securities solely because any Holder fails to furnish such
          information  within three Trading Days of the Company's  request,  any
          liquidated  damages  that are  accruing at such time as to such Holder
          only  shall be tolled and any Event that may  otherwise  occur  solely
          because of such delay shall be suspended as to such Holder only, until
          such information is delivered to the Company.

     4. Registration Expenses. All fees and expenses incident to the performance
of or  compliance  with  this  Agreement  by the  Company  shall be borne by the
Company  whether  or not any  Registrable  Securities  are  sold  pursuant  to a
Registration  Statement.  The fees and  expenses  referred  to in the  foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including,  without  limitation,  fees and expenses (A) with respect to filings
required  to be made with the Trading  Market on which the Common  Stock is then
listed for trading,  (B) in compliance with applicable  state securities or Blue
Sky laws  reasonably  agreed to by the  Company in writing  (including,  without
limitation, fees and disbursements of counsel for the Company in connection with
Blue  Sky  qualifications  or  exemptions  of  the  Registrable  Securities  and

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determination  of the eligibility of the  Registrable  Securities for investment
under the laws of such jurisdictions as requested by the Holders) and (C) if not
previously paid by the Company in connection with an Issuer Filing, with respect
to any filing  that may be  required  to be made by any broker  through  which a
Holder intends to make sales of  Registrable  Securities  with NASD  Regulation,
Inc.  pursuant to the NASD Rule 2710, so long as the broker is receiving no more
than a  customary  brokerage  commission  in  connection  with such  sale,  (ii)
printing  expenses   (including,   without  limitation,   expenses  of  printing
certificates  for  Registrable  Securities and of printing  prospectuses  if the
printing of prospectuses is reasonably requested by the holders of a majority of
the  Registrable  Securities  included  in  a  Registration  Statement),   (iii)
messenger,  telephone  and delivery  expenses,  (iv) fees and  disbursements  of
counsel for the Company, (v) Securities Act liability insurance,  if the Company
so desires  such  insurance,  and (vi) fees and  expenses  of all other  Persons
retained by the Company in connection with the  consummation of the transactions
contemplated  by this Agreement.  In addition,  the Company shall be responsible
for all of its internal expenses incurred in connection with the consummation of
the transactions contemplated by this Agreement (including,  without limitation,
all salaries and expenses of its  officers  and  employees  performing  legal or
accounting  duties),  the expense of any annual  audit and the fees and expenses
incurred in  connection  with the listing of the  Registrable  Securities on any
securities  exchange  as  required  hereunder.  In no event shall the Company be
responsible  for any  broker or  similar  commissions  or,  except to the extent
provided for in the Transaction Documents,  any legal fees or other costs of the
Holders.

          5. Indemnification

               (a)  Indemnification   by  the   Company.   The  Company   shall,
          notwithstanding any termination of this Agreement,  indemnify and hold
          harmless each Holder,  the  officers,  directors,  members,  partners,
          agents,  brokers  (including  brokers  who offer and sell  Registrable
          Securities  as  principal  as a result of a pledge or any  failure  to
          perform under a margin call of Common Stock),  investment advisors and
          employees (and any other Persons with a functionally  equivalent  role
          of a Person holding such titles,  notwithstanding a lack of such title
          or any other title) of each of them, each Person who controls any such
          Holder  (within  the  meaning of Section 15 of the  Securities  Act or
          Section 20 of the Exchange Act) and the officers,  directors, members,
          partners,   agents  and  employees  (and  any  other  Persons  with  a
          functionally   equivalent  role  of  a  Person  holding  such  titles,
          notwithstanding  a lack of such title or any other title) of each such
          controlling Person, to the fullest extent permitted by applicable law,
          from and  against any and all losses,  claims,  damages,  liabilities,
          costs (including, without limitation,  reasonable attorneys' fees) and
          expenses  (collectively,  "Losses"),  as  incurred,  arising out of or
          relating to (1) any untrue or alleged  untrue  statement of a material
          fact contained in a Registration Statement, any Prospectus or any form
          of  prospectus  or in any  amendment or  supplement  thereto or in any
          preliminary prospectus,  or arising out of or relating to any omission
          or alleged  omission of a material fact required to be stated  therein
          or  necessary  to make  the  statements  therein  (in the  case of any
          Prospectus or form of prospectus  or supplement  thereto,  in light of
          the  circumstances  under which they were made) not  misleading or (2)
          any  violation or alleged  violation by the Company of the  Securities
          Act,  the  Exchange  Act or any state  securities  law, or any rule or
          regulation  thereunder,  in  connection  with the  performance  of its
          obligations  under this Agreement,  except to the extent,  but only to
          the extent,  that (i) such untrue  statements  or omissions  are based
          solely upon information  regarding such Holder furnished in writing to
          the Company by such Holder expressly for use therein, or to the extent
          that such information relates to such Holder or such Holder's proposed
          method of distribution of Registrable  Securities and was reviewed and
          expressly  approved in writing by such Holder  expressly  for use in a
          Registration Statement,  such Prospectus or such form of Prospectus or
          in any amendment or supplement  thereto (it being  understood that the
          Holder has  approved  Annex A hereto for this  purpose) or (ii) in the
          case of an  occurrence  of an event of the type  specified  in Section
          3(d)(ii)-(vi),  the use by such  Holder of an  outdated  or  defective
          Prospectus  after the Company has notified such Holder in writing that
          the  Prospectus  is outdated or defective  and prior to the receipt by
          such Holder of the Advice  contemplated  in Section 6(d).  The Company
          shall  notify  the  Holders  promptly  of the  institution,  threat or
          assertion of any  Proceeding  arising from or in  connection  with the
          transactions  contemplated  by this  Agreement of which the Company is
          aware.

<PAGE>

               (b)  Indemnification by Holders. Each Holder shall, severally and
          not jointly,  indemnify and hold harmless the Company,  its directors,
          officers,  agents and employees,  each Person who controls the Company
          (within the meaning of Section 15 of the Securities Act and Section 20
          of the Exchange Act), and the directors, officers, agents or employees
          of such  controlling  Persons,  to the  fullest  extent  permitted  by
          applicable  law,  from and  against all Losses,  as  incurred,  to the
          extent arising out of or based solely upon: (x) such Holder's  failure
          to comply with the prospectus delivery  requirements of the Securities
          Act or (y) any untrue or alleged  untrue  statement of a material fact
          contained in any Registration Statement,  any Prospectus,  or any form
          of  prospectus,  or in any amendment or  supplement  thereto or in any
          preliminary prospectus,  or arising out of or relating to any omission
          or alleged  omission of a material fact required to be stated  therein
          or necessary to make the statements  therein not misleading (i) to the
          extent, but only to the extent, that such untrue statement or omission
          is contained in any information so furnished in writing by such Holder
          to  the  Company  specifically  for  inclusion  in  such  Registration
          Statement or such Prospectus (it being  understood that the Holder has
          approved for this purpose the Plan of Distribution  attached hereto in
          connection  with the initial  Registration  Statement)  or (ii) to the
          extent that (1) such untrue  statements  or omissions are based solely
          upon  information  regarding  such Holder  furnished in writing to the
          Company by such Holder  expressly  for use  therein,  or to the extent
          that such information relates to such Holder or such Holder's proposed
          method of distribution of Registrable  Securities and was reviewed and
          expressly  approved in writing by such Holder  expressly  for use in a
          Registration  Statement  (it  being  understood  that the  Holder  has
          approved  Annex A hereto for this  purpose),  such  Prospectus or such
          form of Prospectus or in any amendment or supplement thereto or (2) in
          the case of an occurrence of an event of the type specified in Section
          3(d)(ii)-(vi),  the use by such  Holder of an  outdated  or  defective
          Prospectus  after the Company has notified such Holder in writing that
          the  Prospectus  is outdated or defective  and prior to the receipt by
          such Holder of the Advice  contemplated  in Section  6(d). In no event
          shall the  liability  of any selling  Holder  hereunder  be greater in
          amount  than the dollar  amount of the net  proceeds  received by such
          Holder upon the sale of the Registrable Securities giving rise to such
          indemnification obligation.

               (c)  Conduct of  Indemnification  Proceedings.  If any Proceeding
          shall be brought or asserted  against any Person entitled to indemnity
          hereunder  (an  "Indemnified  Party"),  such  Indemnified  Party shall
          promptly  notify  the  Person  from  whom  indemnity  is  sought  (the
          "Indemnifying  Party") in writing,  and the  Indemnifying  Party shall
          have the right to assume the defense thereof, including the employment
          of counsel  reasonably  satisfactory to the Indemnified  Party and the
          payment of all fees and expenses  incurred in connection  with defense
          thereof;  provided,  that the failure of any Indemnified Party to give
          such  notice  shall  not  relieve  the   Indemnifying   Party  of  its
          obligations or  liabilities  pursuant to this  Agreement,  except (and
          only) to the extent that it shall be finally  determined by a court of
          competent  jurisdiction (which  determination is not subject to appeal
          or  further  review)  that such  failure  shall  have  prejudiced  the
          Indemnifying Party.

               An  Indemnified  Party  shall  have the right to employ  separate
          counsel  in any such  Proceeding  and to  participate  in the  defense
          thereof,  but the fees and  expenses of such  counsel  shall be at the
          expense  of  such  Indemnified  Party  or  Parties  unless:   (1)  the
          Indemnifying  Party  has  agreed  in  writing  to pay  such  fees  and
          expenses;  (2) the  Indemnifying  Party shall have failed  promptly to
          assume the defense of such Proceeding and to employ counsel reasonably
          satisfactory to such Indemnified Party in any such Proceeding;  or (3)
          the named  parties to any such  Proceeding  (including  any  impleaded
          parties)  include  both such  Indemnified  Party and the  Indemnifying
          Party, and such Indemnified Party shall reasonably believe, based upon
          the reasonable  opinion of separate counsel,  that a material conflict
          of interest is likely to exist if the same  counsel  were to represent
          such Indemnified  Party and the Indemnifying  Party (in which case, if
          such Indemnified Party notifies the Indemnifying Party in writing that
          it  elects  to  employ   separate   counsel  at  the  expense  of  the
          Indemnifying Party, the Indemnifying Party shall not have the right to
          assume the defense thereof and the reasonable fees and expenses of one
          separate counsel shall be at the expense of the  Indemnifying  Party).

<PAGE>

          The  Indemnifying  Party shall not be liable for any settlement of any
          such Proceeding  effected without its written  consent,  which consent
          shall not be  unreasonably  withheld.  No  Indemnifying  Party  shall,
          without the prior written consent of the Indemnified Party, effect any
          settlement  of  any  pending   Proceeding  in  respect  of  which  any
          Indemnified  Party is a party,  unless  such  settlement  includes  an
          unconditional  release of such Indemnified Party from all liability on
          claims that are the subject matter of such Proceeding.

               Subject to the terms of this  Agreement,  all reasonable fees and
          expenses  of the  Indemnified  Party  (including  reasonable  fees and
          expenses to the extent  incurred in connection with  investigating  or
          preparing to defend such Proceeding in a manner not inconsistent  with
          this Section)  shall be paid to the  Indemnified  Party,  as incurred,
          within ten Trading Days of written notice thereof to the  Indemnifying
          Party;  provided,  that the Indemnified Party shall promptly reimburse
          the  Indemnifying  Party for that  portion  of such fees and  expenses
          applicable  to such  actions for which such  Indemnified  Party is not
          entitled  to  indemnification  hereunder,  determined  based  upon the
          relative faults of the parties.

               (d)  Contribution.  If the indemnification  under Section 5(a) or
          5(b) is unavailable to an Indemnified Party or insufficient to hold an
          Indemnified  Party  harmless  for any Losses,  then each  Indemnifying
          Party  shall  contribute  to  the  amount  paid  or  payable  by  such
          Indemnified Party, in such proportion as is appropriate to reflect the
          relative  fault of the  Indemnifying  Party and  Indemnified  Party in
          connection with the actions,  statements or omissions that resulted in
          such Losses as well as any other  relevant  equitable  considerations.
          The relative fault of such  Indemnifying  Party and Indemnified  Party
          shall be determined  by reference to, among other things,  whether any
          action in question,  including any untrue or alleged untrue  statement
          of a material fact or omission or alleged omission of a material fact,
          has been taken or made by, or relates to information supplied by, such
          Indemnifying  Party or Indemnified  Party,  and the parties'  relative
          intent, knowledge, access to information and opportunity to correct or
          prevent such action, statement or omission. The amount paid or payable
          by a party as a result  of any  Losses  shall be  deemed  to  include,
          subject to the limitations set forth in this Agreement, any reasonable
          attorneys' or other reasonable fees or expenses incurred by such party
          in connection  with any Proceeding to the extent such party would have
          been  indemnified  for such fees or  expenses  if the  indemnification
          provided for in this Section was available to such party in accordance
          with its terms.

               The parties  hereto agree that it would not be just and equitable
          if  contribution  pursuant to this Section 5(d) were determined by pro
          rata  allocation  or by any other method of  allocation  that does not
          take into  account  the  equitable  considerations  referred to in the
          immediately  preceding  paragraph.  Notwithstanding  the provisions of
          this Section 5(d), no Holder shall be required to  contribute,  in the
          aggregate,  any amount in excess of the  amount by which the  proceeds
          actually  received  by such  Holder  from the sale of the  Registrable
          Securities subject to the Proceeding exceeds the amount of any damages
          that such Holder has otherwise  been required to pay by reason of such
          untrue or alleged  untrue  statement or omission or alleged  omission,
          except in the case of fraud by such Holder.

               The  indemnity  and  contribution  agreements  contained  in this
          Section are in addition to any liability that the Indemnifying Parties
          may have to the Indemnified Parties.

          6. Miscellaneous

               (a)  Remedies.  In the event of a breach by the  Company  or by a
          Holder, of any of their obligations under this Agreement,  each Holder
          or the Company,  as the case may be, in addition to being  entitled to
          exercise all rights granted by law and under this Agreement, including
          recovery of damages,  will be entitled to specific  performance of its
          rights  under this  Agreement.  The Company and each Holder agree that
          monetary  damages  would not  provide  adequate  compensation  for any
          losses  incurred by reason of a breach by it of any of the  provisions
          of this  Agreement and hereby further agrees that, in the event of any
          action for specific  performance  in respect of such breach,  it shall
          waive the defense that a remedy at law would be adequate.

<PAGE>

               (b)  No  Piggyback  on  Registrations.  Except  as set  forth  on
          Schedule  6(b)  attached  hereto,  neither  the Company nor any of its
          security  holders  (other than the Holders in such  capacity  pursuant
          hereto)  may  include   securities  of  the  Company  in  the  initial
          Registration  Statement  other  than the  Registrable  Securities.  No
          Person has any right to cause the  Company to effect the  registration
          under the Securities Act of any securities of the Company. The Company
          shall not file any other  registration  statements  until the  initial
          Registration Statement required hereunder is declared effective by the
          Commission,  provided  that this  Section  6(b) shall not prohibit the
          Company  from  filing   amendments  or  supplements  to   registration
          statements already filed.

               (c)  Compliance.  Each Holder  covenants  and agrees that it will
          comply with the prospectus delivery requirements of the Securities Act
          as applicable to it in connection with sales of Registrable Securities
          pursuant to a Registration Statement.

               (d)  Discontinued   Disposition.   Each  Holder   agrees  by  its
          acquisition of such  Registrable  Securities  that,  upon receipt of a
          notice  from the  Company of the  occurrence  of any event of the kind
          described  in Section  3(d),  such Holder will  forthwith  discontinue
          disposition  of  such  Registrable  Securities  under  a  Registration
          Statement   until  such   Holder's   receipt  of  the  copies  of  the
          supplemented  Prospectus  and/or amended  Registration  Statement,  or
          until it is advised in writing (the  "Advice") by the Company that the
          use of the applicable  Prospectus may be resumed, and, in either case,
          has received copies of any additional or supplemental filings that are
          incorporated  or  deemed  to be  incorporated  by  reference  in  such
          Prospectus or  Registration  Statement.  The Company will use its best
          efforts  to ensure  that the use of the  Prospectus  may be resumed as
          promptly as it is  practicable.  The Company  agrees and  acknowledges
          that any periods  during  which the Holder is required to  discontinue
          the  disposition  of the  Registrable  Securities  hereunder  shall be
          subject to the provisions of Section 2(b).

               (e)  Piggy-Back   Registrations.   If  at  any  time  during  the
          Effectiveness Period there is not an effective  Registration Statement
          covering  all of the  Registrable  Securities  and the  Company  shall
          determine  to  prepare  and file with the  Commission  a  registration
          statement  relating to an offering  for its own account or the account
          of others under the  Securities  Act of any of its equity  securities,
          other  than on Form S-4 or Form S-8  (each as  promulgated  under  the
          Securities  Act)  or  their  then   equivalents   relating  to  equity
          securities to be issued solely in connection  with any  acquisition of
          any entity or business  or equity  securities  issuable in  connection
          with the  stock  option  or other  employee  benefit  plans,  then the
          Company   shall  send  to  each  Holder  a  written   notice  of  such
          determination  and, if within ten days after the date of such  notice,
          any such Holder shall so request in writing, the Company shall include
          in such  registration  statement  all or any part of such  Registrable
          Securities such Holder requests to be registered;  provided,  however,
          that,  the Company  shall not be required to register any  Registrable
          Securities  pursuant to this Section 6(e) that are eligible for resale
          pursuant to Rule 144(k)  promulgated  under the Securities Act or that
          are the  subject of a then  effective  Registration  Statement  or are
          subject to customary underwriter cutbacks applicable to all Holders of
          Registrable Securities.

               (f)  Amendments and Waivers.  The  provisions of this  Agreement,
          including  the  provisions  of  this  sentence,  may  not be  amended,
          modified or  supplemented,  and waivers or consents to departures from
          the  provisions  hereof may not be given,  unless the same shall be in
          writing  and  signed  by the  Company  and  each  Holder  of the  then
          outstanding Registrable  Securities.  Notwithstanding the foregoing, a
          waiver or consent to depart from the provisions hereof with respect to
          a matter that  relates  exclusively  to the rights of Holders and that
          does not directly or indirectly affect the rights of other Holders may
          be given by Holders of all of the Registrable Securities to which such
          waiver or consent relates;  provided,  however, that the provisions of
          this sentence may not be amended,  modified, or supplemented except in
          accordance with the provisions of the immediately preceding sentence.

               (g)  Notices.  Any and all  notices  or other  communications  or
          deliveries  required or  permitted to be provided  hereunder  shall be
          delivered as set forth in the Purchase Agreement.

<PAGE>

               (h)  Successors and Assigns.  This  Agreement  shall inure to the
          benefit of and be binding upon the successors and permitted assigns of
          each of the parties and shall inure to the benefit of each Holder. The
          Company may not assign its rights or obligations hereunder without the
          prior  written  consent of all of the Holders of the  then-outstanding
          Registrable Securities. Each Holder may assign their respective rights
          hereunder  in the manner and to the  Persons  as  permitted  under the
          Purchase Agreement.

               (i)  No Inconsistent  Agreements.  Neither the Company nor any of
          its  subsidiaries  has entered,  as of the date hereof,  nor shall the
          Company  or any of its  subsidiaries,  on or  after  the  date of this
          Agreement,  enter into any agreement  with respect to its  securities,
          that  would  have the effect of  impairing  the rights  granted to the
          Holders in this  Agreement or otherwise  conflicts with the provisions
          hereof.  Except as set forth on Schedule 6(i), neither the Company nor
          any of its  subsidiaries  has  previously  entered into any  agreement
          granting any registration rights with respect to any of its securities
          to any Person that have not been satisfied in full.

               (j)  Execution and  Counterparts.  This Agreement may be executed
          in any number of counterparts, each of which when so executed shall be
          deemed  to be an  original  and,  all of which  taken  together  shall
          constitute one and the same Agreement. In the event that any signature
          is delivered by facsimile transmission,  such signature shall create a
          valid binding  obligation  of the party  executing (or on whose behalf
          such signature is executed) the same with the same force and effect as
          if such facsimile signature were the original thereof.

               (k)  Governing Law. All questions  concerning  the  construction,
          validity,  enforcement and  interpretation  of this Agreement shall be
          determined with the provisions of the Purchase Agreement.

               (l)  Cumulative  Remedies.   The  remedies  provided  herein  are
          cumulative and not exclusive of any remedies provided by law.

               (m)  Severability.   If  any   term,   provision,   covenant   or
          restriction  of  this  Agreement  is  held  by a  court  of  competent
          jurisdiction  to be  invalid,  illegal,  void  or  unenforceable,  the
          remainder of the terms,  provisions,  covenants and  restrictions  set
          forth herein shall remain in full force and effect and shall in no way
          be affected, impaired or invalidated, and the parties hereto shall use
          their   commercially   reasonable   efforts  to  find  and  employ  an
          alternative means to achieve the same or substantially the same result
          as that contemplated by such term, provision, covenant or restriction.
          It is  hereby  stipulated  and  declared  to be the  intention  of the
          parties that they would have executed the remaining terms, provisions,
          covenants and restrictions  without  including any of such that may be
          hereafter declared invalid, illegal, void or unenforceable.

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

               (o)  Independent  Nature of Holders'  Obligations and Rights. The
          obligations  of each Holder  hereunder  are several and not joint with
          the obligations of any other Holder hereunder,  and no Holder shall be
          responsible in any way for the  performance of the  obligations of any
          other  Holder  hereunder.  Nothing  contained  herein  or in any other
          agreement or document delivered at any closing, and no action taken by
          any Holder pursuant  hereto or thereto,  shall be deemed to constitute
          the Holders as a partnership,  an association,  a joint venture or any
          other kind of entity,  or create a presumption that the Holders are in
          any way acting in concert  with  respect  to such  obligations  or the
          transactions  contemplated  by this  Agreement.  Each Holder  shall be
          entitled  to  protect  and  enforce  its  rights,   including  without
          limitation the rights arising out of this Agreement,  and it shall not
          be necessary for any other Holder to be joined as an additional  party
          in any proceeding for such purpose.

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

<PAGE>

                                             ELECTRONIC CONTROL SECURITY, INC.


                                             By: /s/ Arthur Barchenko
                                                 -------------------------------
                                                 Name: Arthur Barchenko
                                                 Title: President










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<PAGE>

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Signature of Authorized Signatory of Holder:
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Name of Authorized Signatory:
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Title of Authorized Signatory:
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