Exhibit
      10.1

    


    REGISTRATION
      RIGHTS AGREEMENT

    


    BY
      AND BETWEEN

    


    ZIPGLOBAL,
      INC.

    


    AND

    


    SHAREHOLDERS

    


    This
      Registration Rights Agreement (this “Agreement”) is made and entered into as of
      ______ day of _____________, 200__, by and between ZipGlobal, Inc., a
      corporation organized and existing under and by virtue of the laws of the State
      of Delaware (the “Company”) and the undersigned Shareholder (the
“Investor”).

    


    The
      Company has agreed to provide the Investor the registration rights with respect
      to the Registrable Securities, as defined and set forth in this
      Agreement.

    


    The
      parties hereby agree as follows:

    


    1. SECURITIES
      SUBJECT TO THIS AGREEMENT

    


    (a) DEFINITIONS.
      The
      term “Registrable Securities” collectively means the Shares of Common Stock
      (“Shares”) issued upon the purchase by the Investor of Shares in the Company.
      The term “1933 Act” means the Securities Act of 1933, as amended. The term “1934
      Act” means the Securities Exchange Act of 1934, as amended. The terms
“register”, “registered”, and “registration” refer to a registration effected by
      preparing and filing a registration statement or similar document in compliance
      with the 1933 Act, and the declaration or ordering of effectiveness of such
      registration statement or document.

    


    (b) RESTRICTED
      SECURITIES.
      The
      Registrable Securities are “restricted securities”, as that term is defined in
      Rule 144 promulgated under the 1933 Act (the “Restricted Securities”). For the
      purposes of this Agreement, any Registrable Security will cease to be a
      Restricted Security when (i) a registration statement covering such Restricted
      Security has been declared effective by the United States Securities and
      Exchange Commission (the “Commission”), and the Restricted Security has been
      disposed of pursuant to such effective registration statement; (ii) it can
      be
      distributed to the public pursuant to Rule 144 (or any similar provision then
      in
      force) under the 1933 Act; or (iii) it is exchanged (without additional cost,
      expense or tax liability to the Investor) for an identical or substantially
      identical security which is or has been registered under the 1933 Act or may
      be
      sold and disposed of without an effective registration statement under the
      1933
      Act.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (c) REGISTRABLE
      SECURITIES.
      As to
      any particular Registrable Security, such security will cease to be a
      Registrable Security when it ceases to be a Restricted Security.

    


    (d) HOLDERS
      OF REGISTRABLE SECURITIES.
      A
      Person is deemed to be a holder of Registrable Securities whenever such Person
      owns Registrable Securities or has a right to acquire such Registrable
      Securities, whether or not such acquisition has actually been effected;
      PROVIDED, that in no event will any Registrable Security be deemed to be owned
      by more than one Person.

    


    (e) STOCK
      SPLITS, DIVIDENDS, ETC.
      The
      provisions of this Agreement shall apply to any shares or other securities
      resulting from any stock split or reverse split, stock dividend,
      reclassification of the capital stock of the Company, consolidation or
      reorganization of the Company, and any shares or other securities of the Company
      or of any successor company which may be received by the Investor by virtue
      of
      its ownership of Registrable Securities.

    


    2. PIGGY-BACK
      REGISTRATION

    


    (a) In
      the
      event that the Company proposes to register any Common Stock under the 1933
      Act,
      other than pursuant to a registration statement on Forms S-4 or S-8 or any
      successor to such Forms, either for its own account or for the purpose of the
      sale of Common Stock owned by any present or future holder of Common Stock,
      or
      any other obligation of the Company to register securities on Form S-1, SB-2,
      S-2 or S-3, or any successor to such Forms, the Company shall mail or deliver
      to
      all holders of Registrable Securities, at least 10 days prior to the filing
      with
      the SEC of the registration statement covering such Common Stock, a written
      notice (a “Registration Notice”) of its intention so to register such Common
      Stock.

    


    (b) In
      the
      event that a Registration Notice shall have been so mailed or delivered, each
      holder of Registrable Securities may elect to include in such registration
      statement such percentage of its Registrable Securities as equals the percentage
      derived by adding all of the shares of Common Stock registered on behalf of
      each
      of the holders on whose behalf such registration statement is being filed
      (excluding the holders of Registrable Securities) and dividing such number
      by
      the total number of shares of Common Stock owned by such holders (excluding
      the
      holders of Registrable Securities). To the extent that a holder of Registrable
      Securities chooses to include such Registrable Securities as it is entitled
      to
      include pursuant to the preceding sentence such holder shall mail or deliver
      to
      the Company, a written notice (a “Supplemental Notice”) (i) specifying the
      number of shares of Registrable Securities proposed to be sold or otherwise
      transferred by such holder, (ii) describing the proposed manner of sale or
      other
      transfer thereof under the Securities Act; PROVIDED, HOWEVER, that such
      Supplemental Notice shall be so mailed or delivered by such holder not more
      than
      5 days after the date of delivery to such holder of a Registration
      Notice.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    (c) If
      the
      registration of which the Company gives notice as provided above is for a
      registered public offering involving an underwriting, the Company shall so
      advise the holders of Registrable Securities as a part of the Registration
      Notice given pursuant to this Section 2. In such event the right of any holder
      of Registrable Securities to registration pursuant to this Section 2 shall
      be
      conditioned upon such holder’s participation in such underwriting to the extent
      provided herein. All holders of Registrable Securities proposing to distribute
      their securities through such underwriting shall (together with the shares
      of
      Common Stock to be registered by the Company and shares of Common Stock held
      by
      Persons who by virtue of agreements with the Company are entitled to include
      shares in such registration (the “Other
      Shareholders”))
      enter
      into an underwriting agreement in customary form with the underwriter or
      underwriters selected for underwriting by the Company. If any holder of
      Registrable Securities disapproves of the terms of any such underwriting, it
      may
      elect to withdraw therefrom by written notice to the Company and the
      underwriter. Any Registrable Securities or other securities excluded or
      withdrawn from such underwriting shall be withdrawn from such
      registration.

    


    (d) Notwithstanding
      any other provision of this Section 2, if the underwriter determines that
      marketing factors require a limitation on the number of shares to be
      underwritten, the underwriter may exclude from such registration and
      underwriting all of the Registrable Securities which would otherwise be
      underwritten pursuant to this Section 2. The Company shall so advise all holders
      of securities requesting registration of any limitations on the number of shares
      to be underwritten and the number of shares of securities that are entitled
      to
      be included in the registration, then
      the
      Company shall be obligated to include in such registration statement only
      such
      limited portion (which may be none) of the Registrable Securities as the
      managing underwriter determines in good faith.

    


    (e) Notwithstanding
      the foregoing provisions, the Company may withdraw any registration statement
      referred to in this Section 2 without thereby incurring any liability to the
      holders of Registrable Securities.

    


    3. HOLDBACK
      AGREEMENT

    


    Each
      holder of Registrable Securities agrees, if requested by the Company and an
      underwriter of Common Stock or other securities of the Company, (i)
      not
      to lend,
      offer, pledge, sell, contract to sell, sell any option or contract to purchase,
      purchase any option or contract to sell, grant any option, right or warrant
      to
      purchase, or otherwise transfer or dispose of, directly or indirectly, any
      shares of Common Stock or any securities convertible into or exercisable or
      exchangeable for Common Stock (whether such shares or any such securities are
      then owned by such holder or are thereafter acquired), or (ii) enter into any
      swap or other arrangement that transfers to another, in whole or in part, any
      of
      the economic consequences of ownership of the Common Stock, whether any such
      transaction described in clause (i) or (ii) above is to be settled by delivery
      of Common Stock or such other securities, in cash or otherwise, whether in
      privately negotiated or open market transactions, any Common Stock or other
      securities of the Company held by it during the one hundred eighty
      (180) day
      period following the effective date of a registration statement. Such agreement
      shall be in writing in form and substance satisfactory to the Company and such
      underwriter. The Company may impose stop-transfer instructions with respect
      to
      the shares subject to the foregoing restrictions until the end of the “market
      stand-off” period.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    4. REGISTRATION
      EXPENSES

    


    All
      expenses incident to the Company’s performance of or compliance with this
      Agreement, including, without limitation, all registration and filing fees,
      all
      fees and expenses associated with filings required to be made with the National
      Association of Securities Dealers, Inc. (“NASD”) and/or The NASDAQ Stock Market
      (“NASDAQ”), as may be required by the rules and regulations of the NASD or
      NASDAQ, fees and expenses of compliance with securities or blue sky laws
      (including fees and disbursements of counsel in connection with blue sky
      qualifications of the Registrable Securities), rating agency fees, printing
      expenses (including expenses of printing certificates for the Registrable
      Securities in a form eligible for deposit with the Depositary Trust Company
      and
      of printing prospectuses if the printing of prospectuses is requested by a
      holder of Registrable Securities), messenger and delivery expenses, internal
      expenses (including, without limitation, all, salaries and expenses of their
      officers and employees performing legal or accounting duties), fees and expenses
      of counsel for the Company and its independent certified public accountants
      (including the expenses of any special audit or “cold comfort” letters required
      by or incident to such performance), securities acts liability insurance (if
      the
      Company elects to obtain such insurance), fees and expenses of other Persons
      retained by the Company (all such expenses being herein called “Registration
      Expenses”) will be borne by the Company; PROVIDED that in no event shall
      Registration Expenses include any underwriting discounts, selling commissions,
      stock transfer taxes or fees attributable to the sale of the Registrable
      Securities, which shall be borne by the holder of Registrable
      Securities.

    


    5. REGISTRATION OBLIGATIONS
      OF THE COMPANY

    


    (a) The
      Company shall use its best efforts to file a registration statement, within
      90
      calendar days from the Termination Date of the Offering, to register the
      Registrable Securities which includes both (1) the Shares of Common Stock and
      (2) Shares underlying the Warrants in the Shares sold in this Offering (the
      “Registrable Securities”). There can be no assurance that a registration
      statement will be filed and if filed that the Commission will declare such
      registration statement effective. In the event that a registration statement
      is
      not filed and declared effective, investors will be required to hold their
      shares for at least one year, at which times sales may be subject to the volume
      limitations set forth in Rule 144 of the and subject to the requirement that
      the
      Company, at the time of sale, is current in all of its periodic filings required
      under the Securities Exchange Act of 1934 (the “Securities Exchange
      Act”).


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    (b) The
      Company shall as soon, as reasonably possible, furnish to the Investor (or
      one
      broker or agent designated by the Investor) such numbers of copies of a
      prospectus in conformity with the requirement of the 1933 Act, and such other
      documents as the Investor may reasonably request in order to facilitate the
      resale or other disposition of the Registrable Securities owned by
      them.

    


    6. INDEMNIFICATION:
      CONTRIBUTION

    


    (a) INDEMNIFICATION
      BY THE COMPANY.
      The
      Company agrees to indemnify, to the extent permitted by law, each holder of
      Registrable Securities, its general partners, general partners of the general
      partner, limited partners, officers, directors, employees and agents and each
      Person who controls such holder (within the meaning of the 1933 Act), against
      all losses, damages, liabilities (joint or several) and expenses (including
      reasonable costs of investigation and legal expenses) arising out of or based
      upon any untrue or alleged untrue statement of a material fact contained in
      any
      registration statement, prospectus or preliminary prospectus, or any amendment
      or supplement thereto, or any omission or alleged omission to state therein
      a
      material fact required to be stated therein or necessary to make the statements
      therein (in the case of a prospectus or preliminary prospectus, in light of
      the
      circumstances under which they are made) not misleading, except insofar as
      the
      same are contained in any information with respect to such holder furnished
      in
      writing to the Company by such holder expressly for use therein or any violation
      by the Company of the 1933 Act, 1934 Act, or the rules promulgated thereunder
      that does not result from conduct by the Persons indemnifiable by the Company
      under this Section 6(a). The Company also agrees to reimburse each such holder
      and each such officer, director, partner and controlling Person for any legal
      or
      other expenses reasonably incurred by such holder or such officer, director,
      partner or controlling person in connection with investigating or defending
      any
      such loss, damage, liability or action to the extent that the same are not
      incurred in connection with the proviso of the preceding sentence.

    


    (b) INDEMNIFICATION
      BY HOLDERS OF REGISTRABLE SECURITIES.
      In
      connection with any registration statement in which a holder of Registrable
      Securities is participating, each such holder will furnish to the Company in
      writing, such information and affidavits with respect to such holder as the
      Company reasonably requests for use in connection with any such registration
      statement or prospectus and agrees to indemnify, to the extent permitted by
      law,
      the Company, the directors, officers, employees, underwriters, other sellers
      and
      agents and each Person who controls the Company (within the meaning of the
      Act),
      and any investment advisor thereof or agent therefor against any losses,
      damages, liabilities and expenses resulting from any untrue statement of a
      material fact or any omission of a material fact required to be stated in the
      registration statement or prospectus or any amendment thereof or supplement
      thereto or necessary to make the statements therein (in the case of a
      prospectus, 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 or failed to be contained in any information or
      affidavit with respect to such holder so furnished in writing by such holder
      specifically for inclusion therein or resulting from the violation of applicable
      securities laws by such holder or its agents in connection with the sale of
      the
      Registrable Securities.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    (c) CONDUCT
      OF INDEMNIFICATION PROCEEDINGS.
      Any
      person entitled to indemnification hereunder agrees to give prompt written
      notice to the indemnifying party after the receipt by such person of any written
      notice of the commencement of any action, suit, proceeding against such person
      or investigation thereof made in writing for which such person will claim
      indemnification or contribution pursuant to this Agreement and, unless in the
      reasonable judgment of counsel to such indemnified party a conflict of interest
      may exist between such indemnified party and the indemnifying party with respect
      to such claim which would not permit the same counsel to represent the
      indemnifying and indemnified parties, permit the indemnifying party to assume
      the defense of such claim with counsel reasonably satisfactory to such
      indemnified party. If the indemnifying party is not entitled to, or elects
      not
      to, assume the defense of a claim (including as the result of a conflict of
      interest which, in the reasonable judgment of counsel to such indemnified party,
      does not permit the same counsel to represent the indemnified and indemnifying
      parties), it will not be obligated to pay the fees and expenses of more than
      one
      counsel with respect to such claim other than counsel to the indemnifying party.
      No indemnifying party will be required to 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 of such claim or litigation. The
      indemnifying party will not be subject to any liability for any settlement
      made
      without its consent. The failure of any indemnified party to give such notice
      as
      provided herein shall not relieve the indemnifying party of its obligations
      under this Agreement unless, and only to the extent that, the failure of the
      indemnified party to give such notice results in actual harm to the indemnifying
      party.

    


    (d) CONTRIBUTION.
      If the
      indemnification provided for in this Section 6 from the indemnifying party
      is
      unavailable to an indemnified party hereunder in respect of any losses, damages,
      liabilities or expenses referred to therein by reason other than that set forth
      in the exception in the first sentence of Section 6(a) hereof and Section 6(b)
      hereof, then the 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, damages, liabilities or expenses in such proportion
      as is appropriate to reflect the relative fault of the indemnifying party and
      indemnified parties in connection with the actions or inactions which resulted
      in such losses, damages, liabilities or expenses, as well as any other relevant
      equitable considerations. The relative fault of such indemnifying party and
      indemnified parties shall be determined by reference to, among other things,
      whether any action in question, including any untrue or alleged untrue statement
      of a material fact or omission or alleged omission to state a material fact,
      has
      been made by, or relates to information supplied by, such indemnifying party
      or
      indemnified parties, and the parties’ relative intent, knowledge, access to
      information and opportunity to correct or prevent such action. The amount paid
      or payable by a party as a result of the losses, damages, liabilities and
      expenses referred to above shall be deemed to include, subject to the
      limitations set forth in Section 5(c), any legal or other fees or expenses
      reasonably incurred by such party in connection with any investigation or
      proceeding.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 6(d) were determined by PRO RATA allocation or by
      any
      other method of allocation which does not take account of 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 1933 Act) shall be entitled to contribution from any person who was not
      guilty of such fraudulent misrepresentation.

    


    If
      indemnification is available under this Section 6, the indemnifying parties
      shall indemnify each indemnified party to the full extent provided in Sections
      6(a) and (b) without regard to the relative fault of said indemnifying party
      or
      indemnified party or any other equitable consideration provided for in this
      Section 6(d).

    


    In
      the
      event that any provision of an indemnification clause in an underwriting
      agreement executed by or on behalf of a holder of Registrable Securities differs
      from a provision in this Section 6, such provision in the underwriting agreement
      shall determine such holder’s rights in respect thereof.

    


    7. PARTICIPATION
      IN UNDERWRITTEN REGISTRATIONS.

    


    The
      Investor may not participate in any underwritten registration with respect
      to
      the Registrable Securities unless it (a) completes and executes all
      questionnaires, powers of attorney, indemnities, underwriting agreements and
      other documents reasonably required under the terms of such underwriting
      arrangements (including applicable “lock-up” arrangements described in Section 3
      of this Agreement) and (b) agrees to pay its pro rata portion of all
      underwriting discounts, commissions and fees. Whenever under the preceding
      Sections of this Agreement the holders of Registrable Securities are registering
      such shares pursuant to any registration statement, each such holder agrees
      to
      (i) timely provide in writing to the Company, at its request, such information
      and materials as the Company may reasonably request in order to effect the
      registration of such Registrable Securities in compliance with federal and
      applicable state securities laws, and (ii) provide the Company with appropriate
      representations with respect to the accuracy of such information provided by
      such sellers pursuant to subsection (i).

    


    8. RULE
      144

    


    The
      Company covenants that it will file the reports required to be filed by it
      under
      the 1933 Act and the 1934 Act and the rules and regulations adopted by the
      SEC
      thereunder (or, if it is not required to file such reports, it will make
      publicly available such information including information required by Rule
      15c2-11 promulgated under the 1934 Act as will enable the holders of Registrable
      Securities to sell any Registrable Securities held by them without registration
      as described in this Section 8; and it will take such further action to the
      extent reasonably required from time to time to enable holders of Registrable
      Securities to sell Registrable Securities without registration under the 1933
      Act within the limitation of the exemptions provided by (a) Rule 144 under
      the
      1933 Act, as such Rule may be amended from time to time, or (b) any similar
      rule
      or regulation hereafter adopted by the SEC. Upon the reasonable request of
      any
      holder of Registrable Securities, the Company will deliver to such holder a
      written statement as to filings made by the Company with the
      SEC.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    9. MISCELLANEOUS

    


    (a) AMENDMENTS
      AND WAIVERS.
      Except
      as otherwise provided herein, the provisions of this Agreement may not be
      amended, modified or supplemented, and waivers or consents to departures from
      the provisions hereof may not be given unless the Company has obtained the
      written consent of holders of at least a majority of the then outstanding
      Registrable Securities affected by such amendment, modification, supplement,
      waiver or departure.

    


    (b) NOTICES.
      All
      notices and other communications provided for or permitted hereunder shall
      be
      made by hand delivery, facsimile (with confirmation back), nationally recognized
      overnight courier, or registered first-class mail:

    


    (i) if
      to a
      holder of Registrable Securities, at the most current address, and with a copy
      to be sent to each additional address given by such holder to the Company,
      in
      writing, with a copy to each of such holder’s (i) litigation counsel and (ii)
      securities counsel which current information is as follows:

    


    (i) if
      to the
      Investor at the most recent address of record by the Company.

    


    (ii)
      if
      to the Company at:

    


    ZipGlobal,
      Inc.

    420
      Washington Street

    Unit
      LL-6

    Braintree,
      MA 02184

    Telephone:
      (781) 848-0021

    Fax:
      

    


    With
      a
      copy to:

    


    Virginia
      K. Sourlis, Esq.

    The
      Galleria

    2
      Bridge
      Avenue

    Red
      Bank,
      New Jersey 07701

    Telephone
      #: (732) 530-9007

    Facsimile
      #: (732) 530-9008


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    All
      such
      notices and communications shall be deemed to have been duly given when
      delivered by hand, if personally delivered, upon receipt if delivered by
      facsimile, one-day after delivery to overnight courier priority delivery, or
      five Business Days after being deposited in the mail, postage prepaid, if
      mailed.

    


    (c) SUCCESSORS
      AND ASSIGNS.
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      assigns of each of the parties hereto.

    


    (d) COUNTERPARTS.
      This
      Agreement may be executed in any number of counterparts and by the parties
      hereto in separate 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.

    


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

    


    (f) GOVERNING
      LAW.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware applicable to contracts made and to be performed wholly within
      that jurisdiction. The parties hereto agree to submit to the jurisdiction of
      the
      courts of the State of Delaware in any action or proceeding arising out of
      or
      relating to this Agreement.

    


    (g) SEVERABILITY.
      In the
      event that any one or more of the provisions contained herein, or the
      application thereof in any circumstances, is held invalid, illegal or
      unenforceable in any respect for any reason, the validity, legality and
      enforceability of any such provision in every other respect and of the remaining
      provisions contained herein shall not be in any way impaired thereby, it being
      intended that all of the rights and privileges of the holders of Registrable
      Securities shall be enforceable to the fullest extent permitted by
      law.

    


    (h) ENTIRE
      AGREEMENT.
      This
      Agreement is intended by the parties as a final expression of their agreement
      and intended to be a complete and exclusive statement of the agreement and
      understanding of the parties hereto in respect of the subject matter contained
      herein. There are no restrictions, promises, warranties or undertakings, other
      than those set forth or referred to herein. This Agreement (including the
      exhibits and schedules thereto) supersedes all prior agreements, negotiations,
      and understandings between the parties with respect to such subject
      matter.

    


    (i) ATTORNEYS’
      FEES.
      In any
      action or proceeding brought to enforce any provision of this Agreement, or
      where any provision hereof is successfully asserted as a defense, the successful
      party shall be entitled to recover reasonable attorneys’ fees in addition to any
      other available remedy.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


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

     

    
      	 	 	 
	 	ZIPGLOBAL
              HOLDINGS, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Mike
              Lee
	 	
              

              Name:
                Mike Lee

              Title:
                 President

            
	 	 


    

     

    
      
        	
                INDIVIDUAL
                  INVESTOR(S)

              	 	
                CORPORATE
                  INVESTOR(S):

              
	 	 	 	 
	 	 	 	
                {corporate
                  name}

              
	 	 	 	 
	 	 	 	 


      

      
        	 	 	
                By:

              	 
	
                Name:

              	 	
                Name:

              
	 	 	
                Title:

              
	 	 	 
	 	 	 	 
	
                INDIVIDUAL
                  INVESTOR(S)

              	 	 	 
	 	 	 	 
	 	 	 	 
	
                Name:

              	 	 	 


      

      

        
          
            
            

          

          
            10