REGISTRATION RIGHTS AGREEMENT

      This Registration Rights Agreement (the "Agreement") is
entered into as of the _____ day of ____________, _______, by and
among Branded Media Corporation, a Nevada corporation (the
"Company"), and ______________________, (the "Investor" and
together with its assignees, the "Investors").


                                Recitals

      Whereas, the Company proposes to sell and issue up to Six
Hundred Thousand (600,000) shares of its Series A Preferred Stock
("Series A Stock") pursuant to the Series A Preferred Stock
Purchase Agreement (the "Purchase Agreement"); and

      Whereas, as a condition of entering into the Purchase
Agreement, the Investor has requested that the Company extend to
it and any other Investors the registration rights, information
rights and other rights as set forth below.

      Now, Therefore, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth
in this Agreement and in the Purchase Agreement, the parties
mutually agree as follows:



<PAGE>

           GENERAL

      Definitions.  As used in this  Agreement the following  terms
           shall have the following respective meanings:

            "Exchange Act" means the Securities Exchange Act of
1934, as amended.

            "Form S-3" means such form under the Securities Act as
in effect on the date hereof or any successor registration form
under the Securities Act subsequently adopted by the SEC which
permits inclusion or incorporation of substantial information by
reference to other documents filed by the Company with the SEC.

            "Holder" means any person owning of record Registrable
Securities that have not been sold to the public or any assignee
of record of such Registrable Securities in accordance with
Section 2.10 hereof.

            "Register," "registered," and "registration" refer to
a registration effected by preparing and filing a registration
statement in compliance with the Securities Act, and the
declaration or ordering of effectiveness of such registration
statement or document.

            "Registrable Securities" means (a) Common Stock of the
Company issued or issuable upon conversion of the Shares; and (b)
any Common Stock of the Company issued as (or issuable upon the
conversion or exercise of any warrant, right or other security
which is issued as) a dividend or other distribution with respect
to, or in exchange for or in replacement of, such above-described
securities.  Notwithstanding the foregoing, Registrable
Securities shall not include any securities sold by a person to
the public either pursuant to a registration statement or Rule
144 or sold in a private transaction in which the transferor's
rights under Section 2 of this Agreement are not assigned.

            "Registrable Securities then outstanding" shall be the
number of shares determined by calculating the total number of
shares of the Company's Common Stock that are Registrable
Securities and either (a) are then issued and outstanding or (b)
are issuable pursuant to then exercisable or convertible
securities.

            "Registration Expenses" shall mean all expenses
incurred by the Company in complying with Sections 2.2, 2.3 and
2.4 hereof, including, without limitation, all registration and
filing fees, printing expenses, fees and disbursements of counsel
for the Company, reasonable fees and disbursements of a single
special counsel for the Holders (which shall be the same counsel
as counsel to the Company unless a conflict of interest arises),
blue sky fees and expenses and the expense of any special audits
incident to or required by any such registration (but excluding
the compensation of regular employees of the Company which shall
be paid in any event by the Company).

            "SEC" or "Commission" means the Securities and
Exchange Commission.

            "Securities Act" shall mean the Securities Act of
1933, as amended.

            "Selling Expenses" shall mean all underwriting
discounts and selling commissions applicable to the sale.

            "Shares" shall mean the Company's Series A Stock
issued pursuant to the Purchase Agreement and held by the
Investors listed on Exhibit A hereto and their permitted assigns.

                REGISTRATION; RESTRICTIONS ON TRANSFER

      Restrictions on Transfer.
<PAGE>

           Each Holder  agrees not to make any  disposition  of all
                or  any  portion  of  the  Shares  or   Registrable
                Securities unless and until:

                There is then in  effect a  registration  statement
                     under  the   Securities   Act  covering   such
                     proposed  disposition and such  disposition is
                     made  in  accordance  with  such  registration
                     statement; or

                     (A) The  transferee  has  agreed in writing to
                     be bound by the terms of this  Agreement,  (B)
                     such Holder  shall have  notified  the Company
                     of the  proposed  disposition  and shall  have
                     furnished   the   Company   with  a   detailed
                     statement  of  the  circumstances  surrounding
                     the   proposed   disposition,   and   (C)   if
                     reasonably  requested  by  the  Company,  such
                     Holder shall have  furnished  the Company with
                     an    opinion    of    counsel,     reasonably
                     satisfactory   to  the   Company,   that  such
                     disposition  will not require  registration of
                     such shares under the Securities Act.

                     Notwithstanding  the  provisions of paragraphs
                     (i)  and  (ii)  above,  no  such  registration
                     statement  or  opinion  of  counsel  shall  be
                     necessary  for a transfer by a Holder which is
                     (A) a  partnership  to its  partners or former
                     partners  in   accordance   with   partnership
                     interests,  (B) a limited liability company to
                     its  members or former  members in  accordance
                     with their  interest in the limited  liability
                     company,  or (C) an individual to the Holder's
                     family  member or trust for the  benefit of an
                     individual Holder;  provided that in each case
                     the   transferor   gives  the  Company  notice
                     thereof and the transferee  will be subject to
                     the  terms  of  this  Agreement  to  the  same
                     extent  as  if  he  were  an  original  Holder
                     hereunder.

                     Each   certificate   representing   Shares  or
                Registrable   Securities  shall  (unless  otherwise
                permitted by the  provisions  of the  Agreement) be
                stamped  or  otherwise   imprinted  with  a  legend
                substantially   similar   to  the   following   (in
                addition to any legend  required  under  applicable
                state securities laws):
<PAGE>

                     THE SECURITIES REPRESENTED HEREBY HAVE
                NOT BEEN REGISTERED UNDER THE SECURITIES ACT
                OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT
                BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,
                ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND
                UNTIL REGISTERED UNDER THE ACT OR UNLESS THE
                COMPANY HAS RECEIVED AN OPINION OF COUNSEL
                SATISFACTORY TO THE COMPANY AND ITS COUNSEL
                THAT SUCH REGISTRATION IS NOT REQUIRED.

                          The Company  shall be  obligated  to
                reissue  promptly  unlegended  certificates  at the
                request of any holder  thereof if the holder  shall
                have obtained an opinion of counsel  (which counsel
                may  be   counsel   to  the   Company)   reasonably
                acceptable  to the  Company to the effect  that the
                securities  proposed to be disposed of may lawfully
                be   so   disposed    of   without    registration,
                qualification or legend.

                Any legend  endorsed on an  instrument  pursuant to
                applicable    state   securities   laws   and   the
                stop-transfer  instructions  with  respect  to such
                securities  shall be  removed  upon  receipt by the
                Company  of an  order of the  appropriate  blue sky
                authority authorizing such removal.

                Demand Registration.

           Subject to the  conditions  of this  Section 2.2, if the
                Company  shall  receive a written  request from the
                Holders  of at  least  fifty  percent  (50%) of the
                Registrable   Securities  then   outstanding   (the
                "Initiating  Holders")  that  the  Company  file  a
                registration  statement  under the  Securities  Act
                covering  the   registration  of  at  least  thirty
                percent (30%) of the  Registrable  Securities  then
                outstanding   having   an   anticipated   aggregate
                offering price of not less than  $10,000,000,  then
                the Company  shall,  within thirty (30) days of the
                receipt  thereof,   give  written  notice  of  such
                request  to  all   Holders,   and  subject  to  the
                limitations  of this  Section  2.2,  use  its  best
                efforts  to  effect,  as soon as  practicable,  the
                registration   under  the  Securities  Act  of  all
                Registrable  Securities that the Holders request to
                be registered.

<PAGE>

                If the Initiating  Holders intend to distribute the
                Registrable  Securities covered by their request by
                means of an underwriting,  they shall so advise the
                Company as a part of their  request  made  pursuant
                to this  Section  2.2 or any  request  pursuant  to
                Section  2.4 and the  Company  shall  include  such
                information  in the written  notice  referred to in
                Section  2.2(a) or Section  2.4(a),  as applicable.
                In such  event,  the right of any Holder to include
                its  Registrable  Securities  in such  registration
                shall   be    conditioned    upon   such   Holder's
                participation   in   such   underwriting   and  the
                inclusion of such Holder's  Registrable  Securities
                in  the   underwriting   to  the  extent   provided
                herein.  All Holders  proposing to distribute their
                securities  through such  underwriting  shall enter
                into an  underwriting  agreement in customary  form
                with the underwriter or  underwriters  selected for
                such  underwriting by a majority in interest of the
                Initiating    Holders    (which    underwriter   or
                underwriters shall be reasonably  acceptable to the
                Company).  Notwithstanding  any other  provision of
                this   Section   2.2  or   Section   2.4,   if  the
                underwriter  advises  the  Company  that  marketing
                factors  require  a  limitation  of the  number  of
                securities    to   be    underwritten    (including
                Registrable  Securities)  then the Company shall so
                advise all Holders of Registrable  Securities which
                would  otherwise be underwritten  pursuant  hereto,
                and the number of shares  that may be  included  in
                the underwriting  shall be allocated to the Holders
                of such Registrable  Securities on a pro rata basis
                based on the number of Registrable  Securities held
                by  all  such  Holders  (including  the  Initiating
                Holders);  provided,  however,  that the  number of
                shares of Registrable  Securities to be included in
                such  underwriting  and  registration  shall not be
                reduced unless all other  securities of the Company
                are first entirely  excluded from the  underwriting
                and   registration.   Any  Registrable   Securities
                excluded or withdrawn from such underwriting  shall
                be withdrawn from the registration.

                The  Company  shall  not be  required  to  effect a
                registration pursuant to this Section 2.2:


<PAGE>

                prior to the  earlier of (A) the third  anniversary
                     of the  date  of  this  Agreement  or (B)  one
                     hundred   eighty  (180)  days   following  the
                     effective date of the  registration  statement
                     pertaining to the Initial Offering;

                     after  the  Company  has   effected   two  (2)
                     registrations  pursuant to this  Section  2.2,
                     and such  registrations  have been declared or
                     ordered effective;

                     during  the period  starting  with the date of
                     filing of, and ending on the date one  hundred
                     eighty  (180)  days  following  the  effective
                     date of the registration  statement pertaining
                     to the  offering;  provided  that the  Company
                     makes  reasonable  good faith efforts to cause
                     such   registration    statement   to   become
                     effective;

                     if within  thirty  (30) days of  receipt  of a
                     written   request  from   Initiating   Holders
                     pursuant to Section 2.2(a),  the Company gives
                     notice  to  the   Holders  of  the   Company's
                     intention to file its Initial  Offering within
                     ninety (90) days;

                     if  the  Company   shall  furnish  to  Holders
                     requesting a registration  statement  pursuant
                     to this Section 2.2, a  certificate  signed by
                     the Chairman of the Board  stating that in the
                     good faith  judgment of the Board of Directors
                     of  the   Company,   it  would  be   seriously
                     detrimental    to   the    Company   and   its
                     shareholders for such  registration  statement
                     to be  effected  at such time,  in which event
                     the  Company  shall  have  the  right to defer
                     such  filing  for a period  of not  more  than
                     ninety (90) days after  receipt of the request
                     of the Initiating Holders;  provided that such
                     right to delay a  request  shall be  exercised
                     by the  Company  not  more  than  twice in any
                     twelve (12) month period; or

                     if the Initiating  Holders  propose to dispose
                     of shares of Registrable  Securities  that may
                     be   immediately   registered   on  Form   S-3
                     pursuant  to  a  request   made   pursuant  to
                     Section 2.4 below.


<PAGE>

                     Piggyback  Registrations.  The  Company  shall
           notify all Holders of Registrable  Securities in writing
           at least  fifteen  (15) days  prior to the filing of any
           registration  statement  under  the  Securities  Act for
           purposes of a private or public  offering of  securities
           of  the   Company   (including,   but  not  limited  to,
           registration  statements relating to secondary offerings
           of   securities   of  the   Company   and   registration
           statements  demanded by any other Holder,  but excluding
           registration  statements  relating to  employee  benefit
           plans or with  respect to corporate  reorganizations  or
           other  transactions  under  Rule  145 of the  Securities
           Act) and will afford each such Holder an  opportunity to
           include in such  registration  statement  all or part of
           such  Registrable  Securities held by such Holder.  Each
           Holder  desiring  to  include  in any such  registration
           statement all or any part of the Registrable  Securities
           held by it shall,  within  fifteen  (15) days  after the
           above-described  notice from the Company,  so notify the
           Company  in  writing.   Such  notice   shall  state  the
           intended   method  of  disposition  of  the  Registrable
           Securities  by such Holder.  If a Holder  decides not to
           include  all  of  its  Registrable   Securities  in  any
           registration  statement thereafter filed by the Company,
           such  Holder  shall  nevertheless  continue  to have the
           right  to  include  any  Registrable  Securities  in any
           subsequent   registration   statement  or   registration
           statements  as may be filed by the Company  with respect
           to offerings of its  securities,  all upon the terms and
           conditions set forth herein.

           Underwriting.   If  the  registration   statement  under
                which the Company  gives  notice under this Section
                2.3 is for an  underwritten  offering,  the Company
                shall  so  advise  the   Holders   of   Registrable
                Securities.  In such  event,  the right of any such
                Holder to be  included in a  registration  pursuant
                to this Section 2.3 shall be conditioned  upon such
                Holder's  participation  in such  underwriting  and
                the   inclusion   of  such   Holder's   Registrable
                Securities  in  the   underwriting  to  the  extent
                provided   herein.   All   Holders   proposing   to
                distribute  their  Registrable  Securities  through
                such underwriting  shall enter into an underwriting
                agreement  in customary  form with the  underwriter
                or underwriters  selected for such  underwriting by
                the Company.  Notwithstanding  any other  provision
                of the Agreement,  if the underwriter determines in
                good  faith  that  marketing   factors   require  a
                limitation   of  the   number   of   shares  to  be
                underwritten,  the  number  of  shares  that may be
                included in the  underwriting  shall be  allocated,
                first, to the Company,  second, to the Holders on a
                pro  rata  basis  based  on  the  total  number  of
                Registrable  Securities  held by the  Holders;  and
                third,  to any  shareholder  of the Company  (other
                than  a  Holder)  on a  pro  rata  basis.  If  such
                offering   is  the   Initial   Offering,   no  such
                reduction   shall  reduce  the   securities   being
                offered by the  Company  for its own  account to be
                included in the  registration  and underwriting and
                any or all of  the  Registrable  Securities  of the
                Holders  may be  excluded  in  accordance  with the
                immediately  preceding  sentence.  In no event will
                shares  of  any  other   selling   shareholder   be
                included in such  registration  which would  reduce
                the  number of  shares  which  may be  included  by
                Holders  without the written  consent of Holders of
                not  less   than   fifty   percent   (50%)  of  the
                Registrable  Securities  proposed to be sold in the
                offering.  If any Holder  disapproves  of the terms
                of any such underwriting,  such Holder may elect to
                withdraw   therefrom  by  written   notice  to  the
                Company  and the  underwriter,  delivered  at least
                ten (10) business days prior to the effective  date
                of  the  registration  statement.  Any  Registrable
                Securities   excluded   or   withdrawn   from  such
                underwriting  shall be excluded and withdrawn  from
                the  registration.   For  any  Holder  which  is  a
                partnership or corporation,  the partners,  retired
                partners and  shareholders  of such Holder,  or the
                estates  and family  members  of any such  partners
                and  retired   partners  and  any  trusts  for  the
                benefit  of any of the  foregoing  person  shall be
                deemed  to be a single  "Holder",  and any pro rata
                reduction  with respect to such  "Holder"  shall be
                based upon the aggregate  amount of shares carrying
                registration  rights  owned  by  all  entities  and
                individuals  included in such  "Holder," as defined
                in this sentence.
<PAGE>

                Right  to  Terminate   Registration.   The  Company
                shall have the right to  terminate  or withdraw any
                registration  initiated  by it under  this  Section
                2.3   prior   to   the    effectiveness   of   such
                registration  whether or not any Holder has elected
                to include  securities  in such  registration.  The
                Registration    Expenses    of    such    withdrawn
                registration  shall  be  borne  by the  Company  in
                accordance with Section 2.5 hereof.

                Form S-3  Registration.  In case the Company  shall
           receive  from  any  Holder  or  Holders  of  Registrable
           Securities  a  written  request  or  requests  that  the
           Company  effect  a  registration  on  Form  S-3  (or any
           successor  to  Form  S-3)  or  any  similar   short-form
           registration  statement and any related qualification or
           compliance  with  respect  to  all  or  a  part  of  the
           Registrable  Securities owned by such Holder or Holders,
           the Company will:

           promptly   give   written   notice   of   the   proposed
                registration,  and  any  related  qualification  or
                compliance,  to all other  Holders  of  Registrable
                Securities; and

                as soon as  practicable,  effect such  registration
                and all such  qualifications and compliances as may
                be so requested  and as would permit or  facilitate
                the sale and  distribution  of all or such  portion
                of   such   Holder's   or   Holders'    Registrable
                Securities   as  are  specified  in  such  request,
                together   with   all  or  such   portion   of  the
                Registrable  Securities  of  any  other  Holder  or
                Holders  joining in such  request as are  specified
                in a written  request  given  within  fifteen  (15)
                days after receipt of such written  notice from the
                Company; provided,  however, that the Company shall
                not be obligated  to effect any such  registration,
                qualification   or  compliance   pursuant  to  this
                Section 2.4:
<PAGE>

                if Form S-3 (or any  successor or similar  form) is
                     not   available   for  such  offering  by  the
                     Holders, or

                     if the Holders,  together  with the holders of
                     any other  securities of the Company  entitled
                     to inclusion in such registration,  propose to
                     sell  Registrable  Securities  and such  other
                     securities  (if any) at an aggregate  price to
                     the public of less than five hundred  thousand
                     dollars ($500,000), or

                     if within  thirty  (30) days of  receipt  of a
                     written   request  from   Initiating   Holders
                     pursuant to Section 2.2(a),  the Company gives
                     notice  to  the   Holders  of  the   Company's
                     intention  to make a  public  offering  within
                     ninety (90) days;

                     if the Company  shall furnish to the Holders a
                     certificate  signed  by  the  Chairman  of the
                     Board  of  Directors  of the  Company  stating
                     that in the good faith  judgment  of the Board
                     of  Directors  of the  Company,  it  would  be
                     seriously  detrimental  to the Company and its
                     shareholders  for such  Form S-3  registration
                     to be  effected  at such time,  in which event
                     the Company  shall have the right to defer the
                     filing of the Form S-3 registration  statement
                     for a period  of not  more  than  ninety  (90)
                     days  after  receipt  of  the  request  of the
                     Holder or  Holders  under  this  Section  2.4;
                     provided,  that such  right to delay a request
                     shall be  exercised  by the  Company  not more
                     than twice in any twelve (12) month period, or

                     if the  Company  has,  within the twelve  (12)
                     month  period   preceding  the  date  of  such
                     request,     already    effected    two    (2)
                     registrations  on Form  S-3  for  the  Holders
                     pursuant to this Section 2.4, or

                     in any  particular  jurisdiction  in which the
                     Company  would be  required  to  qualify to do
                     business  or to  execute a general  consent to
                     service   of   process   in   effecting   such
                     registration, qualification or compliance.
<PAGE>

                     Subject to the  foregoing,  the Company  shall
                file a Form  S-3  registration  statement  covering
                the Registrable  Securities and other securities so
                requested to be registered  as soon as  practicable
                after  receipt of the  request or  requests  of the
                Holders.  Registrations  effected  pursuant to this
                Section  2.4 shall not be counted  as  demands  for
                registration or registrations  effected pursuant to
                Sections  2.2  or  2.3,   respectively.   All  such
                Registration  Expenses  incurred in connection with
                registrations  requested  pursuant to this  Section
                2.4 after the first two (2) registrations  shall be
                paid by the selling  Holders pro rata in proportion
                to the number of shares sold by each.

                Expenses of  Registration.  Except as  specifically
           provided herein,  all Registration  Expenses incurred in
           connection  with  any  registration,   qualification  or
           compliance  pursuant to Section 2.2 or any  registration
           under  Section 2.3 or Section 2.4 herein  shall be borne
           by  the  Company.   All  Selling  Expenses  incurred  in
           connection with any  registrations  hereunder,  shall be
           borne by the  holders of the  securities  so  registered
           pro  rata  on the  basis  of the  number  of  shares  so
           registered.   The  Company   shall  not,   however,   be
           required  to  pay  for  expenses  of  any   registration
           proceeding  begun  pursuant to Section  2.2 or 2.4,  the
           request of which has been subsequently  withdrawn by the
           Initiating  Holders  unless (a) the  withdrawal is based
           upon  material   adverse   information   concerning  the
           Company of which the  Initiating  Holders were not aware
           at the  time of such  request  or (b) the  Holders  of a
           majority  of  Registrable  Securities  agree to  forfeit
           their right to one  requested  registration  pursuant to
           Section  2.2 or Section  2.4,  as  applicable,  in which
           event such right  shall be  forfeited  by all  Holders).
           If the  Holders  are  required  to pay the  Registration
           Expenses,  such  expenses  shall be borne by the holders
           of   securities   (including   Registrable   Securities)
           requesting  such   registration  in  proportion  to  the
           number of shares for which  registration  was requested.
           If the  Company  is  required  to pay  the  Registration
           Expenses of a withdrawn  offering pursuant to clause (a)
           above,  then the Holders  shall not forfeit their rights
           pursuant  to  Section  2.2 or  Section  2.4 to a  demand
           registration.
<PAGE>

           Obligations  of  the  Company.   Whenever   required  to
           effect the  registration of any Registrable  Securities,
           the  Company  shall,  as   expeditiously  as  reasonably
           possible:

           Prepare and file with the SEC a  registration  statement
                with  respect to such  Registrable  Securities  and
                use  all   reasonable   efforts   to   cause   such
                registration  statement to become  effective,  and,
                upon the  request of the  Holders of a majority  of
                the Registrable  Securities registered  thereunder,
                keep such registration  statement  effective for up
                to  thirty  (30)  days or,  if  earlier,  until the
                Holder or Holders have  completed the  distribution
                related   thereto.   The   Company   shall  not  be
                required  to file,  cause to  become  effective  or
                maintain  the  effectiveness  of  any  registration
                statement  that   contemplates  a  distribution  of
                securities  on  a  delayed  or   continuous   basis
                pursuant to Rule 415 under the Securities Act.

                Prepare and file with the SEC such  amendments  and
                supplements to such registration  statement and the
                prospectus    used   in   connection    with   such
                registration  statement  as  may  be  necessary  to
                comply with the  provisions of the  Securities  Act
                with respect to the  disposition  of all securities
                covered  by  such  registration  statement  for the
                period set forth in paragraph (a) above.

                Furnish to the  Holders  such number of copies of a
                prospectus,  including a preliminary prospectus, in
                conformity with the  requirements of the Securities
                Act,   and  such  other   documents   as  they  may
                reasonably  request  in  order  to  facilitate  the
                disposition  of  Registrable  Securities  owned  by
                them.

                Use its  reasonable  best  efforts to register  and
                qualify    the    securities    covered   by   such
                registration  statement under such other securities
                or Blue Sky laws of such  jurisdictions as shall be
                reasonably requested by the Holders;  provided that
                the Company  shall not be  required  in  connection
                therewith  or as a condition  thereto to qualify to
                do  business  or  to  file  a  general  consent  to
                service   of   process   in  any  such   states  or
                jurisdictions.

                In the event of any  underwritten  public offering,
                enter into and  perform  its  obligations  under an
                underwriting  agreement,  in  usual  and  customary
                form,  with  the  managing  underwriter(s)  of such
                offering.   Each  Holder   participating   in  such
                underwriting  shall also enter into and perform its
                obligations under such an agreement.

                Notify  each  Holder  of   Registrable   Securities
                covered by such registration  statement at any time
                when a prospectus  relating  thereto is required to
                be  delivered  under  the  Securities  Act  of  the
                happening  of any  event as a result  of which  the
                prospectus    included    in   such    registration
                statement,  as then in effect,  includes  an untrue
                statement  of a  material  fact or omits to state a
                material  fact  required  to be stated  therein  or
                necessary  to  make  the  statements   therein  not
                misleading in the light of the  circumstances  then
                existing.

                Use its best  efforts to furnish,  on the date that
                such  Registrable  Securities  are delivered to the
                underwriters  for  sale,  if  such  securities  are
                being sold  through  underwriters,  (i) an opinion,
                dated as of such date, of the counsel  representing
                the Company for the purposes of such  registration,
                in form and  substance as is  customarily  given to
                underwriters  in an underwritten  public  offering,
                addressed to the  underwriters,  if any, and (ii) a
                letter dated as of such date,  from the independent
                certified  public  accountants  of the Company,  in
                form  and  substance  as is  customarily  given  by
                independent   certified   public   accountants   to
                underwriters  in an  underwritten  public  offering
                addressed to the underwriters.


<PAGE>

                Termination    of    Registration    Rights.    All
           registration  rights  granted under this Section 2 shall
           terminate  and be of no further  force and  effect  five
           (5)  years  after  the  date  of the  Company's  Initial
           Offering.  In addition,  a Holder's  registration rights
           shall  expire  if (a)  such  Holder  (together  with its
           affiliates,  partners  and former  partners)  holds less
           than  1%  of  the  Company's  outstanding  Common  Stock
           (treating all shares of convertible  Preferred  Stock on
           an  as   converted   basis)   or  (b)  all   Registrable
           Securities  held by and issuable to such Holder (and its
           affiliates,   partners,  former  partners,  members  and
           former  members)  may be sold  under Rule 144 during any
           ninety (90) day period.

           Delay of Registration; Furnishing Information.

           No  Holder  shall  have any  right to  obtain or seek an
                injunction  restraining  or otherwise  delaying any
                such  registration as the result of any controversy
                that   might    arise    with    respect   to   the
                interpretation or implementation of this Section 2.

                It  shall   be  a   condition   precedent   to  the
                obligations  of the  Company  to  take  any  action
                pursuant  to  Section  2.2,  2.3  or 2.4  that  the
                selling  Holders  shall furnish to the Company such
                information regarding  themselves,  the Registrable
                Securities  held by them and the intended method of
                disposition   of  such   securities   as  shall  be
                required  to  effect  the   registration  of  their
                Registrable Securities.

                The Company shall have no  obligation  with respect
                to any registration  requested  pursuant to Section
                2.2 or  Section  2.4 if,  due to the  operation  of
                subsection  2.2(b),  the  number  of  shares or the
                anticipated   aggregate   offering   price  of  the
                Registrable   Securities  to  be  included  in  the
                registration  does not equal or exceed  the  number
                of shares  or the  anticipated  aggregate  offering
                price required to originally  trigger the Company's
                obligation   to  initiate  such   registration   as
                specified in Section 2.2 or Section 2.4,  whichever
                is applicable.

                Indemnification.   In  the  event  any  Registrable
           Securities  are  included  in a  registration  statement
           under Sections 2.2, 2.3 or 2.4:

           To  the  extent  permitted  by  law,  the  Company  will
                indemnify  and  hold  harmless  each  Holder,   the
                partners,  officers  and  directors of each Holder,
                any  underwriter (as defined in the Securities Act)
                for  such  Holder  and  each  person,  if any,  who
                controls  such  Holder or  underwriter  within  the
                meaning of the  Securities Act or the Exchange Act,
                against   any   losses,    claims,    damages,   or
                liabilities  (joint or  several)  to which they may
                become  subject  under  the  Securities   Act,  the
                Exchange  Act  or  other   federal  or  state  law,
                insofar  as  such   losses,   claims,   damages  or
                liabilities  (or actions in respect  thereof) arise
                out  of or are  based  upon  any  of the  following
                statements,  omissions or violations  (collectively
                a  "Violation")  by the  Company:  (i)  any  untrue
                statement   or  alleged   untrue   statement  of  a
                material  fact   contained  in  such   registration
                statement,  including any preliminary prospectus or
                final   prospectus   contained   therein   or   any
                amendments  or   supplements   thereto,   (ii)  the
                omission  or alleged  omission  to state  therein a
                material  fact  required to be stated  therein,  or
                necessary  to  make  the  statements   therein  not
                misleading,  or  (iii)  any  violation  or  alleged
                violation  by the  Company of the  Securities  Act,
                the Exchange Act, any state  securities  law or any
                rule   or   regulation    promulgated   under   the
                Securities  Act,  the  Exchange  Act or  any  state
                securities  law in  connection  with  the  offering
                covered  by such  registration  statement;  and the
                Company  will pay as incurred to each such  Holder,
                partner,   officer,   director,    underwriter   or
                controlling  person for any legal or other expenses
                reasonably  incurred  by  them in  connection  with
                investigating  or defending  any such loss,  claim,
                damage,  liability  or  action;  provided  however,
                that  the  indemnity  agreement  contained  in this
                Section  2.9(a)  shall not apply to amounts paid in
                settlement  of  any  such  loss,   claim,   damage,
                liability or action if such  settlement is effected
                without the consent of the Company,  which  consent
                shall not be unreasonably  withheld,  nor shall the
                Company  be  liable  in any such  case for any such
                loss,  claim,  damage,  liability  or action to the
                extent  that it  arises  out of or is based  upon a
                Violation  which  occurs  in  reliance  upon and in
                conformity  with  written   information   furnished
                expressly   for  use  in   connection   with   such
                registration  by  such  Holder,  partner,  officer,
                director,  underwriter  or  controlling  person  of
                such Holder.


<PAGE>

                To the extent  permitted by law,  each Holder will,
                if Registrable  Securities  held by such Holder are
                included  in  the   securities  as  to  which  such
                registration  qualifications or compliance is being
                effected,  indemnify and hold harmless the Company,
                each  of  its  directors,  its  officers  and  each
                person,  if any, who  controls  the Company  within
                the meaning of the Securities  Act, any underwriter
                and any other Holder selling  securities under such
                registration   statement   or  any  of  such  other
                Holder's  partners,  directors  or  officers or any
                person  who  controls  such  Holder,   against  any
                losses,  claims,  damages or liabilities  (joint or
                several)   to  which  the   Company   or  any  such
                director, officer,  controlling person, underwriter
                or  other  such  Holder,   or  partner,   director,
                officer or controlling  person of such other Holder
                may become  subject under the  Securities  Act, the
                Exchange  Act  or  other   federal  or  state  law,
                insofar  as  such   losses,   claims,   damages  or
                liabilities  (or actions in respect  thereto) arise
                out of or are  based  upon any  Violation,  in each
                case to the extent  (and only to the  extent)  that
                such  Violation  occurs  in  reliance  upon  and in
                conformity  with written  information  furnished by
                such Holder under an  instrument  duly  executed by
                such Holder and stated to be  specifically  for use
                in  connection  with  such  registration;  and each
                such  Holder  will  pay as  incurred  any  legal or
                other expenses  reasonably  incurred by the Company
                or any such director, officer,  controlling person,
                underwriter or other Holder,  or partner,  officer,
                director  or  controlling   person  of  such  other
                Holder  in   connection   with   investigating   or
                defending any such loss, claim,  damage,  liability
                or  action  if it  is  judicially  determined  that
                there  was  such a  Violation;  provided,  however,
                that  the  indemnity  agreement  contained  in this
                Section  2.9(b)  shall not apply to amounts paid in
                settlement  of  any  such  loss,   claim,   damage,
                liability or action if such  settlement is effected
                without the consent of the  Holder,  which  consent
                shall  not  be  unreasonably   withheld;   provided
                further,  that  in no  event  shall  any  indemnity
                under this  Section  2.9  exceed  the net  proceeds
                from the offering received by such Holder.

                Promptly  after  receipt  by an  indemnified  party
                under   this   Section   2.9  of   notice   of  the
                commencement   of   any   action   (including   any
                governmental  action), such indemnified party will,
                if a  claim  in  respect  thereof  is  to  be  made
                against any  indemnifying  party under this Section
                2.9,  deliver to the  indemnifying  party a written
                notice  of  the   commencement   thereof   and  the
                indemnifying   party   shall   have  the  right  to
                participate    in,   and,   to   the   extent   the
                indemnifying  party so  desires,  jointly  with any
                other  indemnifying  party  similarly  noticed,  to
                assume the defense  thereof with  counsel  mutually
                satisfactory  to the  parties;  provided,  however,
                that an  indemnified  party shall have the right to
                retain its own counsel,  with the fees and expenses
                to  be  paid   by  the   indemnifying   party,   if
                representation  of such  indemnified  party  by the
                counsel  retained by the  indemnifying  party would
                be   inappropriate   due  to  actual  or  potential
                differing  interests between such indemnified party
                and any other party  represented by such counsel in
                such  proceeding.  The  failure to deliver  written
                notice   to  the   indemnifying   party   within  a
                reasonable  time of the  commencement  of any  such
                action,  if materially  prejudicial  to its ability
                to  defend  such   action,   shall   relieve   such
                indemnifying   party  of  any   liability   to  the
                indemnified  party under this  Section 2.9, but the
                omission  so  to  deliver  written  notice  to  the
                indemnifying  party  will  not  relieve  it of  any
                liability  that  it may  have  to  any  indemnified
                party otherwise than under this Section 2.9.
<PAGE>

                If  the   indemnification   provided  for  in  this
                Section  2.9  is  held  by  a  court  of  competent
                jurisdiction  to be  unavailable  to an indemnified
                party with respect to any losses,  claims,  damages
                or    liabilities    referred   to   herein,    the
                indemnifying  party, in lieu of  indemnifying  such
                indemnified party  thereunder,  shall to the extent
                permitted  by  applicable  law  contribute  to  the
                amount  paid or payable by such  indemnified  party
                as  a  result  of  such  loss,  claim,   damage  or
                liability in such  proportion as is  appropriate to
                reflect  the  relative  fault  of the  indemnifying
                party on the one hand and of the indemnified  party
                on the other in  connection  with the  Violation(s)
                that  resulted  in  such  loss,  claim,  damage  or
                liability,  as well as any other relevant equitable
                considerations.   The   relative   fault   of   the
                indemnifying  party  and of the  indemnified  party
                shall be  determined by a court of law by reference
                to,  among  other  things,  whether  the  untrue or
                alleged untrue  statement of a material fact or the
                omission  to  state  a  material  fact  relates  to
                information  supplied by the indemnifying  party or
                by the indemnified  party and the parties' relative
                intent,   knowledge,   access  to  information  and
                opportunity  to correct or prevent  such  statement
                or omission;  provided,  that in no event shall any
                contribution by a Holder  hereunder  exceed the net
                proceeds from the offering received by such Holder.

                The  obligations  of the Company and Holders  under
                this Section 2.9 shall  survive  completion  of any
                offering   of    Registrable    Securities   in   a
                registration  statement and the termination of this
                agreement.  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.
<PAGE>

                Assignment of  Registration  Rights.  The rights to
           cause the  Company to  register  Registrable  Securities
           pursuant  to this  Section 2 may be assigned by a Holder
           to a transferee  or assignee of  Registrable  Securities
           which  (a) is a  subsidiary,  parent,  general  partner,
           limited  partner,  retired  partner,  member or  retired
           member of a Holder,  (b) is a Holder's  family member or
           trust for the benefit of an  individual  Holder,  or (c)
           acquires at least one hundred thousand  (100,000) shares
           of  Registrable  Securities  (as adjusted  appropriately
           for "Common Stock Events" as defined in the  Certificate
           of  Designation  for  the  Series  A  Stock);  provided,
           however,  (i) the transferor shall, within ten (10) days
           after  such  transfer,  furnish to the  Company  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 (ii) such
           transferee   shall   agree   to  be   subject   to   all
           restrictions set forth in this Agreement.

           Amendment  of  Registration  Rights.  Any  provision  of
           this  Section  2  may  be  amended  and  the  observance
           thereof  may  be  waived  (either   generally  or  in  a
           particular   instance   and  either   retroactively   or
           prospectively),  only with the  written  consent  of the
           Company and the Holders of at least fifty  percent (50%)
           of the  Registrable  Securities  then  outstanding.  Any
           amendment  or waiver  affected in  accordance  with this
           Section  2.11 shall be binding  upon each Holder and the
           Company.  By  acceptance  of  any  benefits  under  this
           Section 2,  Holders  of  Registrable  Securities  hereby
           agree to be bound by the provisions hereunder.

           Limitation  on  Subsequent  Registration  Rights.  After
           the  date of this  Agreement,  the  Company  shall  not,
           without  the prior  written  consent  of the  Holders of
           fifty percent (50%) of the  Registrable  Securities then
           outstanding,  enter into any  agreement  with any holder
           or  prospective  holder of any securities of the Company
           that would  grant such holder  registration  rights pari
           passu  or  senior  to  those   granted  to  the  Holders
           hereunder.

           Rule 144 Reporting.  With a view to making  available to
           the   Holders  the   benefits   of  certain   rules  and
           regulations  of the SEC which may permit the sale of the
           Registrable    Securities   to   the   public    without
           registration,   the  Company  agrees  to  use  its  best
           efforts,  at all times after the  effective  date of the
           first  registration filed by the Company for an offering
           of its securities to the general public, to:

           Make and keep  public  information  available,  as those
                terms are  understood  and  defined in SEC Rule 144
                or any similar or analogous rule promulgated  under
                the Securities Act;

                File with the SEC, in a timely manner,  all reports
                and other  documents  required of the Company under
                the Exchange Act; and

                So  long  as  a   Holder   owns   any   Registrable
                Securities,  furnish to such Holder  forthwith upon
                request:  a written  statement by the Company as to
                its compliance  with the reporting  requirements of
                said  Rule 144 of the  Securities  Act,  and of the
                Exchange  Act  (at any  time  after  it has  become
                subject to such reporting requirements);  a copy of
                the most recent  annual or quarterly  report of the
                Company;  and such other reports and documents as a
                Holder may  reasonably  request in availing  itself
                of any rule or  regulation  of the SEC  allowing it
                to sell any such securities without registration.

                COVENANTS OF THE COMPANY

      Basic Financial Information and Reporting.

           The  Company  will  maintain  true books and  records of
                account in which full and correct  entries  will be
                made of all its business  transactions  pursuant to
                a   system   of    accounting    established    and
                administered in accordance with generally  accepted
                accounting  principles  consistently  applied,  and
                will  set  aside  on  its  books  all  such  proper
                accruals  and  reserves as shall be required  under
                generally    accepted     accounting     principles
                consistently applied.
<PAGE>

                As  soon  as  practicable  after  the  end of  each
                fiscal  year  of the  Company,  and  in  any  event
                within  ninety  (90) days  thereafter,  the Company
                will furnish each  Investor a balance  sheet of the
                Company,  as at the end of such fiscal year,  and a
                statement  of income and a statement  of cash flows
                of the  Company,  for such year,  all  prepared  in
                accordance  with  generally   accepted   accounting
                principles  consistently  applied and setting forth
                in each case in  comparative  form the  figures for
                the  previous   fiscal  year,   all  in  reasonable
                detail.   Such   financial   statements   shall  be
                accompanied  by a report  and  opinion  thereon  by
                independent    public   accountants   of   national
                standing   selected  by  the  Company's   Board  of
                Directors.

                As  soon  as  practicable  after  the  end of  each
                fiscal  quarter  of the  Company,  and in any event
                within   forty-five  (45)  days   thereafter,   the
                Company will furnish each  Investor a balance sheet
                of the  Company  as of the end of each such  fiscal
                quarter,  and a statement of income and a statement
                of cash flows of the  Company  for such  period and
                for the current  fiscal year to date,  all prepared
                in accordance  with generally  accepted  accounting
                principles,  with the exception  that no notes need
                be attached to such  statements  and year-end audit
                adjustments may not have been made.

                So long as an Investor (with its affiliates)  shall
                own not less than one  hundred  thousand  (100,000)
                shares of  Registrable  Securities (as adjusted for
                "Common   Stock   Events"   as   defined   in   the
                Certificate of Designation  for the Series A Stock)
                (a "Major  Investor"),  the  Company  will  furnish
                each such Investor,  as soon as  practicable  after
                the  end of each  month,  and in any  event  within
                twenty  (20) days  thereafter,  a balance  sheet of
                the  Company  as of the  end of each  such  monthly
                period,  and a statement  of income and a statement
                of cash flows of the  Company  for such  period and
                for the current  fiscal year to date,  all prepared
                in accordance  with generally  accepted  accounting
                principles,  with the exception  that no notes need
                be attached to such  statements  and year-end audit
                adjustments may not have been made.
<PAGE>

                The Company  will  furnish  each Major  Investor at
                least  thirty (30) days prior to the  beginning  of
                each  fiscal  year an  annual  operating  plan  and
                budget,   prepared  on  a  monthly  basis  for  the
                ensuing  fiscal  year,  and on a  basis  consistent
                with prior periods  (including,  among other items,
                appropriate  reserves,  accruals and provisions for
                income  taxes) and  representing  the best estimate
                of the Company  based upon  available  information.
                The  Company  shall  also  furnish  to  such  Major
                Investor,   within   a   reasonable   time  of  its
                preparation,  amendments to the annual  budget,  if
                any.   Such   budget   shall   include   underlying
                assumptions and a brief qualitative  description of
                the Company's plan by the Chief  Executive  Officer
                in support of that budget.

                In the  event  the  Company  fails to  provide  the
                reports or  financial  statements  required by this
                Section  3.1,  the  Major  Investors  may  give the
                Company  notice  requesting  immediate  delivery of
                such  reports.  If the  Company  fails  to  deliver
                such reports upon receipt of such notice,  then any
                of the  Major  Investors  shall  have the right and
                authority,   at  the  Company's  sole  expense,  to
                request  an audit by a  single  accounting  firm of
                its or  their  choice,  such  that the  reports  or
                financial  statements  are produced to its or their
                sole satisfaction.

                Inspection  Rights.  Each Major Investor shall have
           the right to visit and inspect any of the  properties of
           the Company or any of its  subsidiaries,  and to discuss
           the  affairs,  finances  and  accounts of the Company or
           any  of  its  subsidiaries  with  its  officers,  and to
           review such  information as is reasonably  requested all
           at  such  reasonable  times  and  as  often  as  may  be
           reasonably  requested;   provided,   however,  that  the
           Company  shall not be  obligated  under this Section 3.2
           with  respect  to a  competitor  of the  Company or with
           respect  to  information  which the  Board of  Directors
           determines  in good  faith is  confidential  and  should
           not, therefore, be disclosed.

           Confidentiality  of  Records.  Each  Investor  agrees to
           use,  and to use its best  efforts  to  insure  that its
           authorized  representatives use, the same degree of care
           as such  Investor  uses to protect its own  confidential
           information  to  keep   confidential   any   information
           furnished  to it which the Company  identifies  as being
           confidential   or   proprietary   (so   long   as   such
           information  is not in the public  domain),  except that
           such   Investor  may  disclose   such   proprietary   or
           confidential  information to any partner,  subsidiary or
           parent of such  Investor  for the purpose of  evaluating
           its  investment  in the Company as long as such partner,
           subsidiary  or parent is advised of the  confidentiality
           provisions of this Section 3.3.

           Reservation  of Common  Stock.  The Company  will at all
           times  reserve and keep  available,  solely for issuance
           and  delivery  upon  the  conversion  of  the  Preferred
           Stock,  all Common Stock issuable from time to time upon
           such conversion.
<PAGE>

           Stock Vesting.  Unless  otherwise  approved by the Board
           of   Directors,   all  stock  options  and  other  stock
           equivalents  issued after the date of this  Agreement to
           employees,  directors,  consultants  and  other  service
           providers  shall be subject  to  vesting  in  accordance
           with a stock option plan to be adopted by the Company.

           Visitation  Rights.  The Company  shall allow each Major
           Investor to attend all meetings of the  Company's  Board
           of Directors in a nonvoting capacity,  and in connection
           therewith,  the Company shall give such Investors copies
           of all notices,  minutes,  consents and other materials,
           financial or  otherwise,  which the Company  provides to
           its  Board of  Directors;  provided,  however,  that the
           Company  reserves  the right to exclude  such  Investors
           from  access  to any  material  or  meeting  or  portion
           thereof if the Company  believes  upon advice of counsel
           that such exclusion is reasonably  necessary to preserve
           the   attorney-client   privilege,   to  protect  highly
           confidential   proprietary   information  or  for  other
           similar reasons.

           Termination   of   Covenants.   All   covenants  of  the
           Company  contained in Section 3 of this Agreement  shall
           expire  and  terminate  as to  each  Investor  upon  the
           earlier of (i) the  effective  date of the  registration
           statement,  which results in the  Preferred  Stock being
           converted  into Common  Stock or (ii) upon (a) the sale,
           lease or other  disposition of all or substantially  all
           of the assets of the  Company or (b) an  acquisition  of
           the  Company  by  another   corporation   or  entity  by
           consolidation,  merger or other  reorganization in which
           the holders of the  Company's  outstanding  voting stock
           immediately  prior to such transaction own,  immediately
           after such  transaction,  securities  representing  less
           than  fifty  percent  (50%) of the  voting  power of the
           corporation or other entity surviving such  transaction,
           provided  that this  Section  3.19  shall not apply to a
           merger effected  exclusively for the purpose of changing
           the domicile of the Company (a "Change in Control").

           MISCELLANEOUS

      Governing  Law.  This  Agreement  shall  be  governed  by and
           construed under the laws of the State of New York.

           Survival.  The representations,  warranties,  covenants,
           and   agreements   made   herein   shall   survive   any
           investigation  made by any Holder and the closing of the
           transactions  contemplated  hereby. All statements as to
           factual  matters  contained in any  certificate or other
           instrument  delivered  by or on  behalf  of the  Company
           pursuant  hereto  in  connection  with the  transactions
           contemplated    hereby    shall   be    deemed   to   be
           representations  and warranties by the Company hereunder
           solely as of the date of such certificate or instrument.
<PAGE>

           Successors  and Assigns.  Except as otherwise  expressly
           provided  herein,  the provisions  hereof shall inure to
           the benefit  of, and be binding  upon,  the  successors,
           assigns,  heirs,  executors,  and  administrators of the
           parties  hereto and shall inure to the benefit of and be
           enforceable  by each  person  who  shall be a holder  of
           Registrable  Securities  from  time to  time;  provided,
           however,  that prior to the  receipt  by the  Company of
           adequate   written   notice  of  the   transfer  of  any
           Registrable  Securities  specifying  the  full  name and
           address  of the  transferee,  the  Company  may deem and
           treat the person  listed as the holder of such shares in
           its  records  as the  absolute  owner and holder of such
           shares  for  all  purposes,  including  the  payment  of
           dividends or any redemption price.

           Entire  Agreement.  This  Agreement,  the  Exhibits  and
           Schedules hereto,  the Purchase  Agreement and the other
           documents  delivered  pursuant  thereto  constitute  the
           full and entire  understanding and agreement between the
           parties with regard to the subjects  hereof and no party
           shall be liable  or bound to any other in any  manner by
           any   representations,    warranties,    covenants   and
           agreements  except as specifically  set forth herein and
           therein.

           Severability.   In  the   event   one  or  more  of  the
           provisions of this Agreement should,  for any reason, be
           held to be  invalid,  illegal  or  unenforceable  in any
           respect,     such     invalidity,     illegality,     or
           unenforceability  shall not affect any other  provisions
           of  this   Agreement,   and  this  Agreement   shall  be
           construed as if such invalid,  illegal or  unenforceable
           provision had never been contained herein.

           Amendment and Waiver.

           Except as otherwise expressly  provided,  this Agreement
                may be amended or  modified  only upon the  written
                consent of the  Company and the holders of at least
                fifty percent (50%) of the Registrable Securities.

                Except  as  otherwise   expressly   provided,   the
                obligations  of the  Company  and the rights of the
                Holders  under this  Agreement  may be waived  only
                with  the  written  consent  of the  holders  of at
                least  fifty  percent  (50%)  of  the   Registrable
                Securities.

                Notwithstanding  the foregoing,  this Agreement may
                be  amended  with only the  written  consent of the
                Company to include additional  purchasers of Shares
                as "Investors," "Holders" and parties hereto.

                Delays or  Omissions.  It is  agreed  that no delay
           or  omission  to exercise  any right,  power,  or remedy
           accruing  to any  Holder,  upon any  breach,  default or
           noncompliance  of the Company under this Agreement shall
           impair any such right,  power,  or remedy,  nor shall it
           be construed to be a waiver of any such breach,  default
           or  noncompliance,  or any acquiescence  therein,  or of
           any similar breach, default or noncompliance  thereafter
           occurring.   It  is  further  agreed  that  any  waiver,
           permit,  consent,  or approval of any kind or  character
           on  any  Holder's   part  of  any  breach,   default  or
           noncompliance  under the Agreement or any waiver on such
           Holder's  part of any  provisions  or conditions of this
           Agreement  must be in  writing  and  shall be  effective
           only  to the  extent  specifically  set  forth  in  such
           writing. All remedies,  either under this Agreement,  by
           law,  or  otherwise   afforded  to  Holders,   shall  be
           cumulative and not alternative.

           Notices.  All notices  required or  permitted  hereunder
           shall be in  writing  and  shall be  deemed  effectively
           given:  (a) upon  personal  delivery  to the party to be
           notified,  (b) when sent by confirmed telex or facsimile
           if sent during normal  business  hours of the recipient;
           if not,  then on the  next  business  day,  (c) five (5)
           days after having been sent by  registered  or certified
           mail, return receipt requested,  postage prepaid, or (d)
           one (1) day after  deposit with a nationally  recognized
           overnight  courier,  specifying next day delivery,  with
           written  verification  of  receipt.  All  communications
           shall  be  sent  to  the  party  to be  notified  at the
           address as set forth on the  signature  pages  hereof or
           at such other  address as such  party may  designate  by
           ten  (10)  days  advance  written  notice  to the  other
           parties hereto.

           Attorneys'  Fees.  In the event  that any suit or action
           is   instituted   to  enforce  any   provision  in  this
           Agreement,  the  prevailing  party in such dispute shall
           be entitled to recover  from the losing  party all fees,
           costs  and  expenses  of  enforcing  any  right  of such
           prevailing   party   under  or  with   respect  to  this
           Agreement,    including   without    limitation,    such
           reasonable   fees  and   expenses   of   attorneys   and
           accountants,  which shall include,  without  limitation,
           all fees, costs and expenses of appeals.

           Titles and  Subtitles.  The titles of the  sections  and
           subsections  of this  Agreement are for  convenience  of
           reference   only  and  are  not  to  be   considered  in
           construing this Agreement.
<PAGE>

           Additional  Investors.  Notwithstanding  anything to the
           contrary  contained  herein,  if the Company shall issue
           additional  shares of its  Preferred  Stock  pursuant to
           the Purchase Agreement,  any purchaser of such shares of
           Preferred  Stock may become a party to this Agreement by
           executing  and  delivering  an  additional   counterpart
           signature  page to this Agreement and shall be deemed an
           "Investor" hereunder.

           Counterparts.  This  Agreement  may be  executed  in any
           number  of  counterparts,  each  of  which  shall  be an
           original,  but all of which  together  shall  constitute
           one instrument.



               [THIS SPACE INTENTIONALLY LEFT BLANK]


<PAGE>

      In Witness Whereof, the parties hereto have executed this
Registration Rights Agreement as of the date set forth in the
first paragraph hereof.

                                    COMPANY:

                                    BRANDED MEDIA CORPORATION


                                    By:
                                           Name: Donald C. Taylor
                                                 Title: President




                               INVESTOR:



                                    By:





                               _________________________________