REGISTRATION RIGHTS AGREEMENT

            This  Registration  Rights Agreement (this  "Agreement") is made and
entered  into as of February  18,  2004,  by and among  Swiss  Medica,  Inc.,  a
Delaware  corporation (the "Company"),  and the purchasers  listed on Schedule I
annexed hereto (the "Purchasers").

            This  Agreement  is being  entered into  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 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 3(m).

            "Affiliate" means, with respect to any Person, any other Person that
directly or indirectly controls or is controlled by or under common control with
such Person.  For the  purposes of this  definition,  "control,"  when used with
respect to any Person, means the possession, direct or indirect, of the power to
direct or cause the  direction  of the  management  and policies of such Person,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms of  "affiliated,"  "controlling"  and  "controlled"  have meanings
correlative to the foregoing.

            "Board" shall have the meaning set forth in Section 3(n).

            "Business  Day"  means any day except  Saturday,  Sunday and any day
which shall be a legal  holiday or a day on which  banking  institutions  in the
state  of New  York  generally  are  authorized  or  required  by  law or  other
government actions to close.

            "Closing  Date"  means the date of the closing of the  purchase  and
sale of the Shares pursuant to the Purchase Agreement.

            "Commission" means the Securities and Exchange Commission.

            "Common Stock" means the Company's  Class A Common Stock,  par value
$0.001 per share.

            "Effectiveness   Date"  means  with  respect  to  the   Registration
Statement  the earlier of the 120th day  following  the Closing Date or the date
which is  within  five (5)  Business  Days of the date on which  the  Commission
informs  the Company (i) that the  Commission  will not review the  Registration

<PAGE>

Statement  or  (ii)  that  the  Company  may  request  the  acceleration  of the
effectiveness of the Registration Statement and the Company makes such request.

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

            "Event" shall have the meaning set forth in Section 7(e).

            "Event Date" shall have the meaning set forth in Section 7(e).

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

            "Filing Date" means the 60th day following the Closing Date.

            "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).

            "Person" means an individual or a corporation,  partnership,  trust,
incorporated or  unincorporated  association,  joint venture,  limited liability
company, joint stock company,  government (or an agency or political subdivision
thereof) or other entity of any kind.

            "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 the  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 may be amended or supplemented by any prospectus supplement,
with  respect to the terms of the  offering  of any  portion of the  Registrable
Securities covered by the Registration  Statement,  and all other amendments and
supplements to the  Prospectus,  including  post-effective  amendments,  and all
material incorporated by reference in such Prospectus.

            "Registrable Securities" means (i) the shares of Common Stock issued
to the  Purchasers  pursuant to the  Purchase  Agreement  and (ii) the shares of
Common Stock issuable upon exercise of the Warrants.

            "Registration  Statement" means the registration  statements and any
additional registration statements contemplated by Section 2, 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  in  such  registration
statement.

                                      -2-
<PAGE>

            "Rule 144" means Rule 144 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 effect as such Rule.

            "Rule 158" means Rule 158 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 effect as such Rule.

            "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 effect as such Rule.

            "Securities Act" means the Securities Act of 1933, as amended.

            "Special  Counsel"  means one special  counsel to the  Holders,  for
which the Holders will be reimbursed by the Company pursuant to Section 4.

      2.    Resale Registration.

            On or prior to the Filing  Date the Company  shall  prepare and file
with the Commission a "resale"  Registration  Statement covering all Registrable
Securities  for an offering to be made on a  continuous  basis  pursuant to Rule
415. The Registration Statement shall be on Form SB-2 or other appropriate form.
Except for a maximum of up to an additional four million,  one hundred  thousand
(4,100,000)  shares of Common  Stock which may be  included on the  Registration
Statement in connection with prior issuances of the Company's equity  securities
to certain  individuals  and/or  entities,  the Company shall (i) not permit any
securities  other  than  the  Registrable  Securities  to  be  included  in  the
Registration  Statement  and (ii) use its  reasonable  best efforts to cause the
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
Effectiveness  Date,  and  to  keep  such  Registration  Statement  continuously
effective  under the Securities Act until such date as is the earlier of (x) the
date when all Registrable Securities covered by such Registration Statement have
been  sold or (y) the  date on  which  the  Registrable  Securities  may be sold
without any restriction pursuant to Rule 144 as determined by the counsel to the
Company  pursuant  to a  written  opinion  letter,  addressed  to the  Company's
transfer agent to such effect (the "Effectiveness Period").

      3.    Registration Procedures.

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

                                      -3-
<PAGE>

            (a) Prepare and file with the  Commission  on or prior to the Filing
Date, a Registration  Statement on Form SB-2 (or on another  appropriate form in
accordance  herewith) in accordance  with the method or methods of  distribution
thereof as  specified  by the  Holders  (except  if  otherwise  directed  by the
Holders),  and use  its  reasonable  best  efforts  to  cause  the  Registration
Statement to become effective and remain effective as provided herein; provided,
however,  that not less than five (5)  Business  Days prior to the filing of the
Registration   Statement  or  any  related   Prospectus  (other  than  documents
incorporated by reference therein) or any amendment or supplement  thereto,  and
not less than one (1)  Business  Day prior to the  filing of any  document  that
would be incorporated therein by reference, the Company shall (i) furnish to the
Holders and any Special  Counsel,  copies of all such  documents  proposed to be
filed,  which  documents  (other than those  incorporated  by reference) will be
subject to the review of such Holders and such Special  Counsel,  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
Special Counsel, to conduct a reasonable investigation within the meaning of the
Securities  Act. The Company  shall not file the  Registration  Statement or any
such Prospectus or any amendments or supplements thereto to which the Holders of
a majority of the Registrable Securities or the Special Counsel shall reasonably
object in writing within three (3) Business Days of their receipt thereof.

            (b) Prepare and file with the Commission such amendments,  including
post-effective  amendments, to the Registration Statement as may be necessary to
keep the  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,  and as so  supplemented or amended to be filed pursuant to Rule 424
(or any similar  provisions then in force) promulgated under the Securities Act;
(iii)  respond as  promptly  as  possible,  but in no event  later than ten (10)
business days, to any comments  received from the Commission with respect to the
Registration  Statement  or any  amendment  thereto  and as promptly as possible
provide the Holders true and complete copies of all  correspondence  from and to
the Commission  relating to the Registration  Statement;  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 the
Registration  Statement  during the  applicable  period in  accordance  with the
intended  methods  of  disposition  by the  Holders  thereof  set  forth  in the
Registration Statement as so amended or in such Prospectus as so supplemented.

            (c) Notify the Holders of Registrable  Securities to be sold and the
Special  Counsel as promptly as possible (and, in the case of (i)(A) below,  not
less than five (5) days  prior to such  filing)  and (if  requested  by any such
Person)  confirm  such  notice in  writing no later  than one (1)  Business  Day
following  the day (i)(A) when a  Prospectus  or any  Prospectus  supplement  or
post-effective  amendment to the  Registration  Statement is 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 and (C) with respect to the 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

                                      -4-
<PAGE>

for amendments or supplements to the Registration Statement or Prospectus or for
additional  information;  (iii) of the  issuance by the  Commission  of any stop
order suspending the effectiveness of the Registration Statement covering any or
all of the Registrable  Securities or the initiation of any Proceedings for that
purpose;  (iv) if at any time any of the  representations  and warranties of the
Company  contained in any  agreement  contemplated  hereby ceases to be true and
correct in all  material  respects;  (v) of the  receipt  by the  Company of 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;  and (vi) of the  occurrence of any event that makes any statement made
in the  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 the Registration  Statement,  Prospectus or other
documents so that, in the case of the 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 the light of the circumstances under which they
were made, not misleading.

            (d) Use its reasonable best efforts to avoid the issuance of, or, if
issued,  obtain the withdrawal of, (i) any order suspending the effectiveness of
the  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.

            (e) If  requested  by the Holders of a majority  of the  Registrable
Securities,   (i)   promptly   incorporate   in  a  Prospectus   supplement   or
post-effective  amendment to the Registration  Statement such information as the
Company  reasonably agrees should be included therein and (ii) make all required
filings of such Prospectus  supplement or such post-effective  amendment as soon
as practicable after the Company has received  notification of the matters to be
incorporated in such Prospectus supplement or post-effective amendment.

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

            (g) Promptly deliver to each Holder and the Special Counsel, 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;  and  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.

            (h) Prior to any public offering of Registrable Securities,  use its
reasonable  best  efforts to register or qualify or  cooperate  with the selling
Holders  and  the  Special  Counsel  in  connection  with  the  registration  or

                                      -5-
<PAGE>

qualification  (or exemption from such  registration or  qualification)  of such
Registrable  Securities for offer and sale under the securities or Blue Sky laws
of such  jurisdictions  within  the  United  States as any  Holder  requests  in
writing,   to  keep  each  such  registration  or  qualification  (or  exemption
therefrom) effective during the Effectiveness Period and to do any and all other
acts or  things  necessary  or  advisable  to  enable  the  disposition  in such
jurisdictions of the Registrable Securities covered by a Registration Statement;
provided,  however,  that the Company shall not be required to qualify generally
to do business in any jurisdiction  where it is not then so qualified or to take
any  action  that would  subject  it to  general  service of process in any such
jurisdiction  where it is not then so  subject  or  subject  the  Company to any
material tax in any such jurisdiction where it is not then so subject.

            (i) Cooperate with the Holders to facilitate the timely  preparation
and delivery of  certificates  representing  Registrable  Securities  to be sold
pursuant to a Registration  Statement,  which  certificates shall be free of all
restrictive  legends,  and to enable such  Registrable  Securities to be in such
denominations  and  registered  in such names as any Holder may request at least
two (2) Business Days prior to any sale of Registrable Securities.

            (j)  Upon  the  occurrence  of any  event  contemplated  by  Section
3(c)(vi), as promptly as possible, prepare a supplement or amendment,  including
a post-effective amendment, to the 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 the  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 the light of the circumstances under which they were made, not misleading.

            (k) Use  its  reasonable  best  efforts  to  cause  all  Registrable
Securities  relating  to the  Registration  Statement  to be  listed  on the OTC
Bulletin Board, or any other securities exchange, quotation system or market, if
any, on which  similar  securities  issued by the Company are then listed as and
when required pursuant to the Purchase Agreement.

            (l) Comply in all material  respects with all  applicable  rules and
regulations  of the  Commission  and make  generally  available  to its security
holders  earning  statements  satisfying  the provisions of Section 11(a) of the
Securities Act and Rule 158 not later than 45 days after the end of any 12-month
period  (or 90 days  after the end of any  12-month  period if such  period is a
fiscal  year)  commencing  on the first day of the first  fiscal  quarter of the
Company after the effective date of the Registration Statement,  which statement
shall conform to the requirements of Rule 158.

            (m) The Company may require  each  selling  Holder to furnish to the
Company  information   regarding  such  Holder  and  the  distribution  of  such
Registrable Securities as is required by law to be disclosed in the Registration
Statement,  and the Company may exclude from such  registration  the Registrable
Securities  of any such Holder who fails to furnish  such  information  within a
reasonable time after receiving such request.

                                      -6-
<PAGE>

            If the  Registration  Statement  refers  to any  Holder  by  name or
otherwise as the holder of any securities of the Company, then such Holder shall
have the right to require (if such reference to such Holder by name or otherwise
is not required by the  Securities  Act or any similar  federal  statute then in
force)  the  deletion  of the  reference  to such  Holder  in any  amendment  or
supplement to the  Registration  Statement  filed or prepared  subsequent to the
time that such reference ceases to be required.

            Each  Holder  covenants  and  agrees  that  (i) it will not sell any
Registrable  Securities under the  Registration  Statement until it has received
copies of the  Prospectus as then amended or  supplemented  as  contemplated  in
Section 3(g) and notice from the Company that such  Registration  Statement  and
any  post-effective  amendments thereto have become effective as contemplated by
Section 3(c) and (ii) it and its officers, directors or Affiliates, if any, will
comply  with the  prospectus  delivery  requirements  of the  Securities  Act as
applicable to them in connection with sales of Registrable  Securities  pursuant
to the Registration Statement.

            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(c)(ii),  3(c)(iii),  3(c)(iv),  3(c)(v) or
3(c)(vi), such Holder will forthwith discontinue disposition of such Registrable
Securities under the  Registration  Statement until such Holder's receipt of the
copies of the  supplemented  Prospectus  and/or amended  Registration  Statement
contemplated  by Section 3(j), 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.

            (n) If (i) there is material  non-public  information  regarding the
Company  which  the  Company's  Board  of  Directors  (the  "Board")  reasonably
determines  not to be in the  Company's  best interest to disclose and which the
Company is not  otherwise  required to disclose,  or (ii) there is a significant
business  opportunity  (including,  but  not  limited  to,  the  acquisition  or
disposition  of assets  (other than in the  ordinary  course of business) or any
merger,  consolidation,  tender offer or other similar transaction) available to
the Company  which the Board  reasonably  determines  not to be in the Company's
best  interest to disclose,  then the Company may postpone or suspend  filing or
effectiveness  of a  registration  statement  for a  period  not  to  exceed  30
consecutive  days,  provided  that the Company  may not  postpone or suspend its
obligation under this Section 3(n) for more than 30 days in the aggregate during
any 12 month period; provided,  however, that no such postponement or suspension
shall be permitted for  consecutive 30 day periods,  arising out of the same set
of facts, circumstances or transactions.

      4.    Registration Expenses.

            All fees and expenses  incident to the  performance of or compliance
with this  Agreement  by the Company,  except as and to the extent  specified in
this  Section 4, shall be borne by the Company  whether or not the  Registration
Statement  is filed or becomes  effective  and  whether  or not any  Registrable
Securities  are  sold  pursuant  to the  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,

                                      -7-
<PAGE>

fees and expenses  (A) with respect to filings  required to be made with the OTC
Bulletin Board and each other securities exchange or market on which Registrable
Securities  are  required  hereunder  to be listed,  (B) with respect to filings
required to be made with the National  Association of Securities  Dealers,  Inc.
and the NASD  Regulation,  Inc. and (C) in compliance  with state  securities or
Blue Sky laws (including,  without limitation, fees and disbursements of counsel
for the Holders in connection  with Blue Sky  qualifications  of the Registrable
Securities and  determination  of the eligibility of the Registrable  Securities
for investment under the laws of such jurisdictions as the Holders of a majority
of Registrable  Securities may designate)),  (ii) printing expenses  (including,
without limitation, expenses of printing certificates for Registrable Securities
and of printing prospectuses if the printing of prospectuses is requested by the
holders of a majority of the Registrable Securities included in the Registration
Statement),  (iii)  messenger,  telephone and delivery  expenses,  (iv) fees and
disbursements  of counsel  for the Company  and  one-half  (1/2) of the fees and
disbursements  of Special  Counsel for the  Holders,  in the case of the Special
Counsel,  up to a  maximum  amount  of  $7,500,  (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,   including,   without
limitation, the Company's independent public accountants (including the expenses
of any comfort  letters or costs  associated  with the  delivery by  independent
public  accountants of a comfort letter or comfort  letters).  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, the fees and expenses  incurred in connection with the listing
of the Registrable Securities on any securities exchange as required hereunder.

      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,  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 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, agents and employees 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,   costs  of   preparation   and   attorneys'   fees)  and   expenses
(collectively,  "Losses"), as incurred, arising out of or relating to any untrue
or alleged  untrue  statement of a material fact  contained in the  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 the light of the
circumstances under which they were made) not misleading;  provided that (i) the
foregoing  indemnity shall not apply to the extent, but only to the extent, that
such untrue statements or omissions are based solely upon information  regarding

                                      -8-
<PAGE>

such Holder or such other  Indemnified Party furnished in writing to the Company
by such Holder  expressly  for use therein,  which  information  was  reasonably
relied on by the Company 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 the Registration Statement,  such Prospectus or
such form of Prospectus or in any amendment or supplement thereto,  and (ii) the
foregoing  indemnity  shall not inure to a Holder or to any Person from whom the
Person  asserting  any Loss  purchased  Registrable  Securities if copies of the
Prospectus  were  timely  delivered  to the  Holders  or  their  representatives
pursuant  hereto and a copy of the Prospectus (as then amended and  supplemented
if the Company shall have furnished any  amendments or supplements  thereto) was
not sent or given by or on behalf of such  Holder  or such  other  Person to the
Person asserting such Loss, if required by law so to have been delivered,  at or
prior to the written  confirmation of the sale of any Registrable  Securities to
such Person,  and if the Prospectus (as so amended or  supplemented)  would have
cured the defect giving rise to such Loss.  The Company shall notify the Holders
promptly of the institution,  threat or assertion of any Proceeding of which the
Company  is  aware in  connection  with the  transactions  contemplated  by this
Agreement.

            (b) Indemnification by Holders. Each Holder shall, severally and not
jointly,  indemnify  and hold  harmless the Company,  the  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
determined by a court of competent  jurisdiction in a final judgment not subject
to any appeal or review),  as incurred,  to the extent  arising solely out of or
based  solely upon any untrue  statement  of a material  fact  contained  in the
Registration Statement,  any Prospectus,  or any form of prospectus,  or arising
solely out of or based solely upon any 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 the light of the
circumstances  under which they were made) not  misleading,  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 or other Indemnified Party to
the Company  specifically  for inclusion in the  Registration  Statement or such
Prospectus and that such  information was reasonably  relied upon by the Company
for  use  in the  Registration  Statement,  such  Prospectus  or  such  form  of
prospectus 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
the  Registration  Statement,  such  Prospectus  or  such  form  of  Prospectus.
Notwithstanding  anything to the contrary contained herein, the Holders shall be
liable  under this  Section 5(b) for only that amount as does not exceed the net
proceeds  to such  Holder  as a  result  of the sale of  Registrable  Securities
pursuant to such Registration Statement.

            (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 promptly shall notify the Person
from whom  indemnity is sought (the  "Indemnifying  Party") in writing,  and the
Indemnifying Party shall assume the defense thereof, including the employment of

                                      -9-
<PAGE>

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  proximately  and  materially
adversely 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;  or (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 have been advised by counsel (which shall be reasonably  acceptable to the
Indemnifying  Party)  that a conflict of interest is likely to exist if the same
counsel were to represent such Indemnified Party and the Indemnifying  Party (in
which case, the Indemnifying  Party shall be responsible for reasonable fees and
expenses of no more than one counsel for Indemnified  Parties.  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 or
delayed.  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.

            All 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 (10)
Business Days of written notice thereof to the Indemnifying Party (regardless of
whether it is ultimately determined that an Indemnified Party is not entitled to
indemnification  hereunder;  provided,  that the Indemnifying  Party may require
such  Indemnified  Party to undertake to reimburse all such fees and expenses to
the extent it is finally  judicially  determined that such Indemnified  Party is
not entitled to indemnification hereunder).

            (d) Contribution.  If a claim for indemnification under Section 5(a)
or 5(b) is unavailable  to an Indemnified  Party because of a failure or refusal
of a governmental  authority to enforce such  indemnification in accordance with
its terms (by  reason of public  policy or  otherwise),  then each  Indemnifying
Party, in lieu of indemnifying such Indemnified  Party,  shall contribute to the
amount paid or payable by such Indemnified  Party as a result of such Losses, 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,

                                      -10-
<PAGE>

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 Section 5(c), 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.
No Person guilty of fraudulent  misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any Person
who was not guilty of such fraudulent misrepresentation.

            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.  Notwithstanding anything to the contrary contained herein,
the Holders shall be liable under this Section 5(d) for only that amount as does
not  exceed  the  net  proceeds  to  such  Holder  as a  result  of the  sale of
Registrable Securities pursuant to such Registration Statement.

      6.    Rule 144.

            As long as any Holder owns any  Shares,  the  Company  covenants  to
timely  file (or  obtain  extensions  in  respect  thereof  and file  within the
applicable  grace period) all reports  required to be filed by the Company after
the date hereof  pursuant to Section  13(a) or 15(d) of the  Exchange Act and to
promptly  furnish the Holders with true and complete copies of all such filings.
As long as any Holder  owns any Shares,  if the Company is not  required to file
reports  pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare
and furnish to the Holders and make publicly  available in accordance  with Rule
144(c)  promulgated  under the  Securities  Act annual and  quarterly  financial
statements, together with a discussion and analysis of such financial statements
in form and  substance  substantially  similar to those that would  otherwise be
required  to be included  in reports  required by Section  13(a) or 15(d) of the
Exchange Act, as well as any other  information  required  thereby,  in the time
period that such  filings  would have been  required to have been made under the
Exchange  Act.  The Company  further  covenants  that it will take such  further
action as any Holder may  reasonably  request,  all to the extent  required from
time to time to enable such Person to sell the Shares without registration under
the Securities Act within the limitation of the exemptions  provided by Rule 144
promulgated  under the Securities  Act,  including  providing any legal opinions
relating to such sale pursuant to Rule 144. Upon the request of any Holder,  the
Company  shall  deliver  to  such  Holder  a  written  certification  of a  duly
authorized officer as to whether it has complied with such requirements.

                                      -11-
<PAGE>

      7.    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.

            (b) No Inconsistent  Agreements;  No Other Registration  Statements.
Neither  the  Company  nor any of its  subsidiaries  has,  as of the date hereof
entered  into and  currently  in  effect,  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 is  inconsistent  with the rights granted to
the Holders in this Agreement or otherwise conflicts with the provisions hereof.
Neither the Company nor any of its subsidiaries has previously  entered into any
agreement  currently in effect granting any registration  rights with respect to
any of its  securities  to any Person.  Without  limiting the  generality of the
foregoing,  without the written consent of the Holders of a majority of the then
outstanding  Registrable  Securities,  the Company shall not grant to any Person
the right to request the  Company to register  any  securities  of the  Company,
under the  Securities  Act  unless  the  rights so  granted  are  subject in all
respects to the prior  rights in full of the Holders set forth  herein,  and are
not otherwise in conflict with the provisions of this Agreement.  Except for the
Registration  Statement covering all Registrable  Securities,  the Company shall
not file any registration  statement with the Commission for the registration of
any of its  securities  until  the  Registration  Statement  has  been  declared
effective by the Commission.

            (c) No  Piggyback on  Registrations.  Neither the Company nor any of
its security holders (other than the Holders in such capacity pursuant hereto or
as permitted  under Section 2 of this  Agreement) may include  securities of the
Company in the Registration Statement,  and the Company shall not after the date
hereof  enter  into  any   agreement   providing   such  right  to  any  of  its
securityholders,  unless the right so granted is subject in all  respects to the
prior rights in full of the Holders set forth  herein,  and is not  otherwise in
conflict with the provisions of this Agreement.

            (d) Intentionally Omitted.

            (e) Failure to File  Registration  Statement and Other  Events.  The
Company and the  Purchasers  agree that the Holders  will suffer  damages if the
Registration  Statement  is not  filed on or prior  to the  Filing  Date and not
declared  effective by the Commission on or prior to the Effectiveness  Date and
maintained in the manner contemplated herein during the Effectiveness Time or if
certain  other events occur.  The Company and the Holders  further agree that it
would not be feasible to ascertain  the extent of such  damages with  precision.
Accordingly,  if (A) the Registration  Statement is not filed on or prior to the
Filing Date, or (B) the Registration  Statement is not declared effective by the

                                      -12-
<PAGE>

Commission  on or prior to the  120th day after  the  Closing  Date,  or (C) the
Company  fails  to file  with the  Commission  a  request  for  acceleration  in
accordance  with Rule 461  promulgated  under the Securities Act within five (5)
Business  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 (D) the  Registration
Statement is filed with and declared  effective by the Commission but thereafter
ceases to be effective as to all Registrable Securities at any time prior to the
expiration of the Effectiveness Period, without being succeeded immediately by a
subsequent  Registration  Statement  filed with and  declared  effective  by the
Commission,  or (E) the Company has breached Section 3(n), or (F) trading in the
Common Stock shall be suspended or if the Common Stock is delisted  from the OTC
Bulletin  Board for any reason for more than five Business Days in the aggregate
(any such failure or breach being referred to as an "Event," and for purposes of
clauses  (A) and (B) the date on which such Event  occurs,  or for  purposes  of
clause (C) the date on which such five  Business Day period is exceeded,  or for
purposes of clause (D) after more than fifteen Business Days, or for purposes of
clause (F) the date on which such five  Business Day period is  exceeded,  being
referred  to as "Event  Date"),  the Company  shall pay an amount as  liquidated
damages to each Holder equal to two percent  (2.0%) for each  calendar  month or
portion thereof of the Holder's initial  investment in the Shares from the Event
Date until the applicable Event is cured; provided, that, liquidated damages for
the first  calendar  month upon the  occurrence  of an Event shall be payable in
cash  only,  and for each  calendar  month  thereafter  shall be  payable at the
Company's option in cash or shares of Common Stock.  Notwithstanding anything to
the  contrary  in this  paragraph  (e),  if (I) any of the Events  described  in
clauses (A), (B) or (C) shall have occurred,  (II) on or prior to the applicable
Event Date,  the Company  shall have  exercised  its rights  under  Section 3(n)
hereof and (III) the  postponement  or  suspension  permitted  pursuant  to such
Section 3(n) shall remain  effective as of such applicable  Event Date, then the
applicable  Event Date shall be deemed  instead to occur on the second  Business
Day following the termination of such postponement or suspension. If the Company
elects to pay in shares of Common  Stock,  the  number of such  shares of Common
Stock to be issued to the Holders  pursuant to this paragraph (e) shall be based
on the liquidated  damage amount divided by the average closing bid price of the
Common  Stock for the five  trading  days  prior to such Event Date and shall be
issuable  promptly upon receipt by the Company of a written demand from a Holder
made on or after the Event Date.

            (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 the Holders of a majority of the Registrable Securities outstanding.

            (g)  Notices.  Any  and  all  notices  or  other  communications  or
deliveries  required or permitted to be provided  hereunder  shall be in writing
and  shall be deemed  given  and  effective  on the  earlier  of (i) the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  telephone  number  specified for notice prior to 5:00 p.m.,  New York
City  time,  on a  Business  Day,  (ii)  the  Business  Day  after  the  date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  telephone  number specified for notice later than 5:00 p.m., New York

                                      -13-
<PAGE>

City time, on any date and earlier than 11:59 p.m.,  New York City time, on such
date,  (iii)  the  Business  Day  following  the  date  of  mailing,  if sent by
nationally  recognized  overnight  courier service or (iv) actual receipt by the
party to whom  such  notice is  required  to be given.  The  addresses  for such
communications  shall be with  respect to each  Holder at its  address set forth
under its name on Schedule I attached  hereto,  or with  respect to the Company,
addressed to:


                        Swiss Medica, Inc.
                        53 Yonge Street, Third Floor
                        Toronto, Ontario, Canada M5E 1J3
                        Attention: Raghu Kilambi
                        Tel. No.: (416) 362-5775
                        Fax No.:  (416) 868-6776

or to such other address or addresses or facsimile number or numbers as any such
party may most recently have  designated in writing to the other parties  hereto
by such notice.

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

            (i)  Assignment of  Registration  Rights.  The rights of each Holder
hereunder,  including  the  right  to  have  the  Company  register  for  resale
Registrable Securities in accordance with the terms of this Agreement,  shall be
automatically  assignable  by each Holder to any Affiliate of such Holder or any
other  Holder  or  Affiliate  of any other  Holder  of all or a  portion  of the
Registrable  Securities if: (i) the Holder agrees in writing with the transferee
or assignee to assign such rights,  and a copy of such agreement is furnished to
the Company within a reasonable time after such assignment, (ii) the Company is,
within a  reasonable  time after such  transfer or  assignment,  furnished  with
written notice of (a) the name and address of such  transferee or assignee,  and
(b) the  securities  with  respect to which such  registration  rights are being
transferred or assigned, (iii) following such transfer or assignment the further
disposition  of such  securities  by the  transferee  or assignees is restricted
under the Securities Act and applicable state securities laws, (iv) at or before
the time the Company receives the written notice  contemplated by clause (ii) of
this Section,  the transferee or assignee  agrees in writing with the Company to
be bound by all of the provisions of this Agreement, and (v) such transfer shall
have been made in accordance  with the applicable  requirements  of the Purchase
Agreement.  In  addition,  each Holder shall have the right to assign its rights
hereunder  to any other  Person with the prior  written  consent of the Company,
which consent shall not be unreasonably withheld. The rights to assignment shall
apply to the Holders (and to subsequent) successors and assigns.

                                      -14-
<PAGE>

            (j)  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. This Agreement shall be governed by and construed
in  accordance  with  the laws of the  State  of New  York,  without  regard  to
principles of conflicts of law thereof.

            (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 to be invalid,  illegal,  void or  unenforceable  in any
respect, 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
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 herein are for convenience  only, do not
constitute a part of this  Agreement  and shall not be deemed to limit or affect
any of the provisions hereof.

            (o) Shares  Held by the  Company and its  Affiliates.  Whenever  the
consent  or  approval  of  Holders  of a  specified  percentage  of  Registrable
Securities is required hereunder,  Registrable Securities held by the Company or
its  Affiliates  (other than any Holder or  transferees or successors or assigns
thereof  if such  Holder is deemed  to be an  Affiliate  solely by reason of its
holdings of such  Registrable  Securities)  shall not be counted in  determining
whether  such  consent or  approval  was given by the  Holders of such  required
percentage.

                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                      -15-
<PAGE>


      IN WITNESS  WHEREOF,  the parties  hereto  have  caused this  Registration
Rights Agreement to be duly executed by their respective  authorized  persons as
of the date first indicated above.

                           SWISS MEDICA, INC.


                           By:
                               -------------------------------------
                               Name:  Raghu Kilambi
                               Title: Chief Executive Officer


                           PLATINUM PARTNERS GLOBAL MACRO FUND L.P.:


                           By:
                               -------------------------------------
                               Name:
                               Title:


                           FENNMORE HOLDINGS:


                           By:
                               -------------------------------------
                               Name:
                               Title:

                                      -16-
<PAGE>

                                   Schedule I
                               List of Purchasers


Platinum Partners Global Macro Fund L.P.
Fennmore Holdings