EXHIBIT 10.7

                        REGISTRATION  RIGHTS  AGREEMENT


     REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of May 30, 2001,
by  and  among  Forefront  Inc., a Nevada corporation, with its principal office
located  at  1413  S.  Howard, Suite 104, Tampa, Nevada (the "COMPANY"), and the
undersigned  investors  (each, an "INVESTOR" and collectively, the "INVESTORS").

     WHEREAS:

     A.     In  connection with the Equity Line of Credit Agreement by and among
the  parties  hereto of even date herewith (the "CREDIT AGREEMENT"), the Company
has  agreed,  upon  the  terms  and  subject  to  the  conditions  of the Credit
Agreement,  to  issue  and  sell  to  the Investors that number of shares of the
Company's  common  stock, par value $0.001 per share (the "COMMON STOCK"), which
can be purchased pursuant to the terms of  the Credit Agreement for an aggregate
purchase price of up to $10,000,000.  Capitalized terms not defined herein shall
have  the  meaning  ascribed  to  them  in  the  Credit  Agreement.

     B.     To induce the Investors to execute and deliver the Credit Agreement,
the  Company  has  agreed  to  provide  certain  registration  rights  under the
Securities  Act  of 1933, as amended, and the rules and regulations there under,
or  any similar successor statute (collectively, the "1933 ACT"), and applicable
state  securities  laws.

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
contained  herein  and  other  good  and valuable consideration, the receipt and
sufficiency  of  which  are  hereby  acknowledged, the Company and the Investors
hereby  agree  as  follows:

     1.   DEFINITIONS.
          -----------

          As  used  in  this  Agreement,  the  following  terms  shall  have the
following  meanings:

          a.     "INVESTOR"  means  an  Investor  and any transferee or assignee
thereof  to  whom  an  Investor  assigns its rights under this Agreement and who
agrees  to  become  bound by the provisions of this Agreement in accordance with
Section  9.

          b.     "PERSON"  means  a corporation, a limited liability company, an
association,  a  partnership,  an  organization,  a  business,  an individual, a
governmental  or  political  subdivision  thereof  or  a  governmental  agency.


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          c.     "REGISTER,"  "REGISTERED,"  and  "REGISTRATION"  refer  to  a
registration  effected  by  preparing  and  filing  one  or  more  Registration
Statements  (as  defined  below) in compliance with the 1933 Act and pursuant to
Rule  415  under  the  1933  Act  or  any  successor rule providing for offering
securities on a continuous or delayed basis ("RULE 415"), and the declaration or
ordering of effectiveness of such Registration Statement(s) by the United States
Securities  and  Exchange  Commission  (the  "SEC").

          d.     "REGISTRABLE  SECURITIES"  means  the  shares  of  Common Stock
issuable  to  Investors  pursuant  to  the  Credit  Agreement.

          e.     "REGISTRATION  STATEMENT"  means a registration statement under
the  1933  Act  which  covers  the  Registrable  Securities.

     2.   REGISTRATION.

          a.     Mandatory  Registration.  The  Company  shall  prepare and file
                 -----------------------
with  the SEC a Registration Statement on Form S-3 covering the resale of all of
the  Registrable Securities.  In the event that Form S-3 is unavailable for such
a registration, the Company shall use such other form as is available for such a
registration,  subject  to  the  provisions  of Section 2(b).  The Company shall
cause  such  Registration Statement to be declared effective by the SEC prior to
the first sale to Investors of the Company's Common Stock pursuant to the Credit
Agreement.

          b.     Ineligibility  for Form S-3.  In the event that Form S-3 is not
                 ---------------------------
available  for the registration of Registrable Securities hereunder, the Company
shall (i) register the sale of the Registrable Securities on another appropriate
form  and  (ii)  undertake to register the Registrable Securities on Form S-3 as
soon  as  such  form  is available, provided that the Company shall maintain the
effectiveness  of the Registration Statement then in effect until such time as a
Registration  Statement on Form S-3 covering the Registrable Securities has been
declared  effective  by  the  SEC.

          c.     Sufficient  Number  of  Shares  Registered.  In  the  event the
                 ------------------------------------------
number  of  shares  available  under  a Registration Statement filed pursuant to
Section  2(a)  is  insufficient to cover all of the Registrable Securities which
Investors  have  purchased  pursuant  to the Credit Agreement, the Company shall
amend  the  Registration Statement, or file a new Registration Statement (on the
short  form  available therefore, if applicable), or both, so as to cover all of
such  Registrable  Securities  which  Investors  have  purchased pursuant to the
Credit Agreement as soon as practicable, but in any event not later than fifteen
(15)  days  after the necessity therefore arises.  The Company shall use it best
efforts  to  cause  such  amendment  and/or new Registration Statement to become
effective  as soon as practicable following the filing thereof.  For purposes of
the  foregoing  provision,  the  number of shares available under a Registration
Statement  shall  be  deemed  "insufficient  to  cover  all  of  the Registrable
Securities"  if  at any time the number of Registrable Securities issuable on an
Advance  Notice  Date  is greater than the number of shares available for resale
under  such  Registration  Statement.


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     3.   RELATED  OBLIGATIONS.

          a.     The  Company  shall  keep  the Registration Statement effective
pursuant  to  Rule  415  at all times until the date on which the Investor shall
have  sold all the Registrable Securities covered by such Registration Statement
(the  "REGISTRATION  PERIOD"),  which  Registration  Statement  (including  any
amendments  or supplements thereto and prospectuses contained therein) shall not
contain any untrue statement of a material fact or omit to state a material fact
required  to  be stated therein, or necessary to make the statements therein, in
light  of  the  circumstances  in  which  they  were  made,  not  misleading.

          b.     The Company shall prepare and file with the SEC such amendments
(including  post-effective  amendments)  and  supplements  to  a  Registration
Statement  and  the  prospectus  used  in  connection  with  such  Registration
Statement,  which  prospectus  is  to  be filed pursuant to Rule 424 promulgated
under  the  1933  Act,  as  may be necessary to keep such Registration Statement
effective  at all times during the Registration Period, and, during such period,
comply  with  the  provisions of the 1933 Act with respect to the disposition of
all Registrable Securities of the Company covered by such Registration Statement
until  such  time as all of such Registrable Securities shall have been disposed
of  in  accordance  with  the  intended  methods of disposition by the seller or
sellers  thereof  as  set  forth in such Registration Statement.  In the case of
amendments  and supplements to a Registration Statement which are required to be
filed  pursuant  to  this Agreement (including pursuant to this Section 3(b)) by
reason  of  the Company's filing a report on Form 10-K, Form 10-Q or Form 8-K or
any  analogous report under the Securities Exchange Act of 1934, as amended (the
"1934  ACT"),  the Company shall have incorporated such report by reference into
the  Registration  Statement,  if  applicable,  or shall file such amendments or
supplements  with  the SEC on the same day on which the 1934 Act report is filed
which  created  the  requirement  for  the  Company  to  amend or supplement the
Registration  Statement.

          c.     The  Company  shall  furnish to each Investor whose Registrable
Securities  are  included  in any Registration Statement, without charge, (i) at
least  one  copy of such Registration Statement as declared effective by the SEC
and  any amendment(s) thereto, including financial statements and schedules, all
documents  incorporated  therein by reference, all exhibits and each preliminary
prospectus,  (ii)  ten  (10)  copies  of  the  final prospectus included in such
Registration Statement and all amendments and supplements thereto (or such other
number  of  copies as such Investor may reasonably request) and (iii) such other
documents  as such Investor may reasonably request from time to time in order to
facilitate the disposition of the Registrable Securities owned by such Investor.

          d.     The  Company  shall  use  its  best efforts to (i) register and
qualify  the  Registrable  Securities  covered by a Registration Statement under
such  other  securities  or  "blue sky" laws of such jurisdictions in the United
States  as  any  Investor  reasonably  requests,  (ii) prepare and file in those
jurisdictions,  such  amendments  (including  post-effective  amendments)  and


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supplements  to  such  registrations  and  qualifications as may be necessary to
maintain  the  effectiveness  thereof during the Registration Period, (iii) take
such  other  actions  as  may  be  necessary  to maintain such registrations and
qualifications  in  effect at all times during the Registration Period, and (iv)
take  all  other  actions  reasonably  necessary  or  advisable  to  qualify the
Registrable  Securities  for sale in such jurisdictions; provided, however, that
the  Company  shall  not  be  required in connection therewith or as a condition
thereto  to  (w) make any change to its certificate of incorporation or by-laws,
(x)  qualify  to do business in any jurisdiction where it would not otherwise be
required  to  qualify  but  for this Section 3(d), (y) subject itself to general
taxation  in  any such jurisdiction, or (z) file a general consent to service of
process  in  any  such  jurisdiction.  The  Company  shall  promptly notify each
Investor  who  holds Registrable Securities of the receipt by the Company of any
notification with respect to the suspension of the registration or qualification
of any of the Registrable Securities for sale under the securities or "blue sky"
laws of any jurisdiction in the United States or its receipt of actual notice of
the  initiation  or  threat  of  any  proceeding  for  such  purpose.

          e.     As  promptly  as practicable after becoming aware of such event
or  development,  the  Company  shall  notify  each  Investor  in writing of the
happening  of  any  event  as  a  result  of  which the prospectus included in a
Registration  Statement,  as  then  in effect, includes an untrue statement of a
material fact or omission to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which  they  were  made,  not  misleading  (provided that in no event shall such
notice  contain  any  material,  nonpublic  information), and promptly prepare a
supplement  or  amendment  to such Registration Statement to correct such untrue
statement  or  omission,  and  deliver  ten  (10)  copies  of such supplement or
amendment  to  each  Investor.  The  Company  shall  also  promptly  notify each
Investor  in  writing  (i)  when  a  prospectus  or any prospectus supplement or
post-effective  amendment  has  been filed, and when a Registration Statement or
any  post-effective  amendment  has  become  effective  (notification  of  such
effectiveness  shall  be delivered to each Investor by facsimile on the same day
of  such  effectiveness),  (ii)  of  any  request  by  the SEC for amendments or
supplements  to  a  Registration  Statement  or  related  prospectus  or related
information,  and  (iii)  of  the  Company's  reasonable  determination  that  a
post-effective  amendment  to  a  Registration  Statement  would be appropriate.

          f.     The  Company shall use its best efforts to prevent the issuance
of  any  stop  order  or  other  suspension  of  effectiveness of a Registration
Statement,  or  the  suspension  of  the qualification of any of the Registrable
Securities for sale in any jurisdiction within the United States of America and,
if such an order or suspension is issued, to obtain the withdrawal of such order
or  suspension  at  the earliest possible moment and to notify each Investor who
holds  Registrable  Securities  being sold of the issuance of such order and the
resolution  thereof  or its receipt of actual notice of the initiation or threat
of  any  proceeding  for  such  purpose.

          g.     At  the  reasonable  request of any Investor, the Company shall
furnish  to  such Investor, on the date of the effectiveness of the Registration
Statement  and  thereafter  from  time  to time on such dates as an Investor may
reasonably request (i) a letter, dated such date, from the Company's independent
certified  public  accountants  in form and substance as is customarily given by
independent  certified  public  accountants  to  underwriters in an underwritten
public  offering,  and  (ii)  an  opinion,  dated  as  of  such date, of counsel
representing  the  Company for purposes of such Registration Statement, in form,
scope  and substance as is customarily given in an underwritten public offering,
addressed  to  the  Investors.


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          h.     The  Company  shall  make  available  for inspection by (i) any
Investor  and  (ii)  one  firm  of  accountants  or other agents retained by the
Investors  (collectively,  the  "INSPECTORS")  all pertinent financial and other
records,  and  pertinent  corporate  documents  and  properties  of  the Company
(collectively,  the  "RECORDS"), as shall be reasonably deemed necessary by each
Inspector,  and  cause the Company's officers, directors and employees to supply
all  information  which any Inspector may reasonably request; provided, however,
that  each  Inspector  shall  agree, and each Investor hereby agrees, to hold in
strict  confidence  and shall not make any disclosure (except to an Investor) or
use  of  any  Record  or  other information which the Company determines in good
faith  to  be  confidential,  and  of  which determination the Inspectors are so
notified,  unless  (a)  the  disclosure of such Records is necessary to avoid or
correct a misstatement or omission in any Registration Statement or is otherwise
required under the 1933 Act, (b) the release of such Records is ordered pursuant
to  a final, non-appealable subpoena or order from a court or government body of
competent  jurisdiction,  or  (c)  the information in such Records has been made
generally  available to the public other than by disclosure in violation of this
or  any  other  agreement of which the Inspector and the Investor has knowledge.
Each  Investor  agrees  that  it  shall,  upon  learning that disclosure of such
Records  is  sought  in  or  by  a  court  or  governmental  body  of  competent
jurisdiction or through other means, give prompt notice to the Company and allow
the  Company,  at  its  expense,  to  undertake  appropriate  action  to prevent
disclosure  of,  or  to  obtain  a  protective  order  for,  the  Records deemed
confidential.

          i.     The  Company  shall  hold  in  confidence  and  not  make  any
disclosure  of information concerning an Investor provided to the Company unless
(i)  disclosure of such information is necessary to comply with federal or state
securities  laws,  (ii) the disclosure of such information is necessary to avoid
or  correct  a misstatement or omission in any Registration Statement, (iii) the
release  of  such  information is ordered pursuant to a subpoena or other final,
non-appealable  order  from  a  court  or  governmental  body  of  competent
jurisdiction,  or (iv) such information has been made generally available to the
public  other  than  by  disclosure  in violation of this Agreement or any other
agreement.  The  Company  agrees that it shall, upon learning that disclosure of
such  information  concerning  an  Investor  is  sought  in  or  by  a  court or
governmental  body of competent jurisdiction or through other means, give prompt
written  notice  to  such  Investor  and  allow such Investor, at the Investor's
expense,  to undertake appropriate action to prevent disclosure of, or to obtain
a  protective  order  for,  such  information.

          j.     The  Company shall use its best efforts either to cause all the
Registrable  Securities  covered by a Registration Statement (i) to be listed on
each  securities exchange on which securities of the same class or series issued
by  the  Company  are  then  listed,  if any, if the listing of such Registrable
Securities  is  then  permitted  under the rules of such exchange or (ii) secure
designation  and  quotation  of  all  the  Registrable Securities covered by the
Registration  Statement  on  the  Nasdaq  National Market or The Nasdaq SmallCap
Market  or,  if,  despite  the  Company's  best efforts to satisfy the preceding
clause  (i)  or  (ii),  the  Company is unsuccessful in satisfying the preceding
clause  (i)  or  (ii),  to  secure  the  inclusion for quotation on the National
Association of Securities Dealers, Inc.  OTC Bulletin Board for such Registrable
Securities.  The  Company  shall  pay  all  fees and expenses in connection with
satisfying  its  obligation  under  this  Section  3(j).


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          k.     The  Company  shall  cooperate  with  the  Investors  who  hold
Registrable  Securities  being  offered  and,  to  the  extent  applicable,  to
facilitate  the timely preparation and delivery of certificates (not bearing any
restrictive  legend)  representing  the  Registrable  Securities  to  be offered
pursuant  to a Registration Statement and enable such certificates to be in such
denominations  or  amounts,  as the case may be, as the Investors may reasonably
request  and  registered  in  such  names  as  the  Investors  may  request.

          l.     The Company shall use its best efforts to cause the Registrable
Securities  covered  by  the  applicable Registration Statement to be registered
with  or  approved  by such other governmental agencies or authorities as may be
necessary  to  consummate  the  disposition  of  such  Registrable  Securities.

          m.     The  Company  shall  make  generally  available to its security
holders  as  soon  as  practical,  but not later than ninety (90) days after the
close  of  the  period covered thereby, an earnings statement (in form complying
with  the  provisions  of  Rule  158 under the 1933 Act) covering a twelve-month
period  beginning  not  later than the first day of the Company's fiscal quarter
next  following  the  effective  date  of  the  Registration  Statement.

          n.     The Company shall otherwise use its best efforts to comply with
all  applicable  rules  and  regulations  of  the  SEC  in  connection  with any
registration  hereunder.

          o.     Within  two  (2)  business  days after a Registration Statement
which covers Registrable Securities is ordered effective by the SEC, the Company
shall  deliver, and shall cause legal counsel for the Company to deliver, to the
transfer  agent  for  such  Registrable Securities (with copies to the Investors
whose  Registrable  Securities  are  included  in  such  Registration Statement)
confirmation that such Registration Statement has been declared effective by the
SEC  in  the  form  attached  hereto  as  Exhibit  A.
                                          ----------

          p.     The  Company  shall take all other reasonable actions necessary
to  expedite  and  facilitate  disposition  by  the  Investors  of  Registrable
Securities  pursuant  to  a  Registration  Statement.

     4.   OBLIGATIONS  OF  THE  INVESTORS.
          -------------------------------

     Each  Investor  agrees that, upon receipt of any notice from the Company of
the  happening  of  any event of the kind described in Section 3(f) or the first
sentence  of  3(e),  such  Investor  will immediately discontinue disposition of
Registrable  Securities  pursuant to any Registration Statement(s) covering such
Registrable  Securities  until  such  Investor's  receipt  of  the copies of the
supplemented  or  amended  prospectus contemplated by Section 3(e) or receipt of
notice that no supplement or amendment is required.  Notwithstanding anything to


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the  contrary,  the Company shall cause its transfer agent to deliver unlegended
certificates  for  shares  of  Common  Stock  to  a transferee of an Investor in
accordance with the terms of the Credit Agreement in connection with any sale of
Registrable  Securities  with  respect  to  which an Investor has entered into a
contract  for  sale prior to the Investor's receipt of a notice from the Company
of the happening of any event of the kind described in Section 3(f) or the first
sentence  of  3(e)  and  for  which  the  Investor  has  not  yet  settled.

     5.   EXPENSES  OF  REGISTRATION.
          --------------------------

          All  expenses  incurred  in  connection with registrations, filings or
qualifications  pursuant to Sections 2 and 3, including, without limitation, all
registration,  listing  and  qualifications fees, printers, legal and accounting
fees  shall  be  paid  by  the  Company.

     6.   INDEMNIFICATION.
          ---------------

          With  respect  to  Registrable  Securities  which  are  included  in a
Registration  Statement  under  this  Agreement:

          a.     To  the  fullest extent permitted by law, the Company will, and
hereby  does,  indemnify, hold harmless and defend each Investor, the directors,
officers,  partners,  employees, agents, representatives of, and each Person, if
any,  who  controls  any Investor within the meaning of the 1933 Act or the 1934
Act  (each,  an  "INDEMNIFIED  PERSON"),  against  any  losses, claims, damages,
liabilities,  judgments, fines, penalties, charges, costs, reasonable attorneys'
fees,  amounts  paid  in settlement or expenses, joint or several (collectively,
"CLAIMS")  incurred  in investigating, preparing or defending any action, claim,
suit,  inquiry,  proceeding, investigation or appeal taken from the foregoing by
or  before any court or governmental, administrative or other regulatory agency,
body  or  the  SEC, whether pending or threatened, whether or not an indemnified
party is or may be a party thereto ("INDEMNIFIED DAMAGES"), to which any of them
may  become  subject  insofar as such Claims (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon: (i)
any  untrue  statement  or  alleged  untrue  statement  of  a material fact in a
Registration  Statement or any post-effective amendment thereto or in any filing
made  in  connection with the qualification of the offering under the securities
or other "blue sky" laws of any jurisdiction in which Registrable Securities are
offered  ("BLUE  SKY  FILING"),  or  the omission or alleged omission to state a
material  fact required to be stated therein or necessary to make the statements
therein not misleading; (ii) any untrue statement or alleged untrue statement of
a  material  fact contained in any final prospectus (as amended or supplemented,
if  the  Company files any amendment thereof or supplement thereto with the SEC)
or the omission or alleged omission to state therein any material fact necessary
to  make  the statements made therein, in light of the circumstances under which
the  statements  therein  were  made,  not misleading; or (iii) any violation or
alleged  violation  by the Company of the 1933 Act, the 1934 Act, any other law,
including,  without  limitation,  any  state  securities  law,  or  any  rule or
regulation  there  under  relating  to  the  offer  or  sale  of the Registrable
Securities  pursuant  to  a Registration Statement (the matters in the foregoing
clauses (i) through (iii) being, collectively, "VIOLATIONS").  The Company shall
reimburse  the  Investors  and  each  such  controlling  person promptly as such
expenses  are  incurred  and  are  due  and  payable,  for  any  legal  fees  or
disbursements  or  other reasonable expenses incurred by them in connection with
investigating  or  defending  any  such  Claim.  Notwithstanding anything to the
contrary  contained  herein,  the  indemnification  agreement  contained in this
Section  6(a):  (x)  shall not apply to a Claim by an Indemnified Person arising
out of or based upon a Violation which occurs in reliance upon and in conformity


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with  information furnished in writing to the Company by such Indemnified Person
expressly  for  use  in  connection  with  the  preparation  of the Registration
Statement  or any such amendment thereof or supplement thereto; (y) shall not be
available  to  the  extent  such  Claim is based on a failure of the Investor to
deliver  or  to  cause  to  be  delivered  the  prospectus made available by the
Company, if such prospectus was timely made available by the Company pursuant to
Section 3(d); and (z) shall not apply to amounts paid in settlement of any Claim
if such settlement is effected without the prior written consent of the Company,
which  consent  shall not be unreasonably withheld.  Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of
the  Indemnified  Person  and  shall  survive  the  transfer  of the Registrable
Securities  by  the  Investors  pursuant  to  Section  9.

          b.     In  connection  with  a  Registration  Statement, each Investor
agrees  to severally and not jointly indemnify, hold harmless and defend, to the
same extent and in the same manner as is set forth in Section 6(a), the Company,
each of its directors, each of its officers who signs the Registration Statement
and each Person, if any, who controls the Company within the meaning of the 1933
Act  or  the  1934  Act  (each  an  "INDEMNIFIED  PARTY"),  against any Claim or
Indemnified Damages to which any of them may become subject, under the 1933 Act,
the  1934  Act  or otherwise, insofar as such Claim or Indemnified Damages arise
out  of  or is 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 to the Company by such Investor expressly for use
in  connection  with  such Registration Statement; and, subject to Section 6(d),
such  Investor will reimburse any legal or other expenses reasonably incurred by
them  in  connection  with  investigating or defending any such Claim; provided,
however,  that  the  indemnity  agreement contained in this Section 6(b) and the
agreement with respect to contribution contained in Section 7 shall not apply to
amounts  paid  in settlement of any Claim if such settlement is effected without
the  prior  written  consent  of  such  Investor,  which  consent  shall  not be
unreasonably  withheld;  provided,  further, however, that the Investor shall be
liable  under  this  Section 6(b) for only that amount of a Claim or Indemnified
Damages  as does not exceed the net proceeds to such Investor as a result of the
sale  of  Registrable  Securities pursuant to such Registration Statement.  Such
indemnity  shall remain in full force and effect regardless of any investigation
made by or on behalf of such Indemnified Party and shall survive the transfer of
the  Registrable  Securities  by  the  Investors  pursuant  to  Section  9.
Notwithstanding  anything  to the contrary contained herein, the indemnification
agreement  contained  in  this Section 6(b) with respect to any prospectus shall
not  inure  to  the  benefit of any Indemnified Party if the untrue statement or
omission of material fact contained in the prospectus was corrected and such new
prospectus  was  delivered  to each Investor prior to such Investor's use of the
prospectus  to  which  the  Claim  relates.

          c.     Promptly  after receipt by an Indemnified Person or Indemnified
Party  under  this  Section  6  of  notice  of the commencement of any action or
proceeding  (including any governmental action or proceeding) involving a Claim,
such  Indemnified  Person  or  Indemnified  Party  shall,  if a Claim in respect
thereof  is  to  be  made  against  any indemnifying party under this Section 6,


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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 control of the defense thereof with counsel
mutually  satisfactory  to  the indemnifying party and the Indemnified Person or
the  Indemnified  Party,  as  the  case  may  be;  provided,  however,  that  an
Indemnified  Person  or Indemnified Party shall have the right to retain its own
counsel  with  the  fees  and  expenses  of  not  more than one counsel for such
Indemnified  Person  or  Indemnified Party to be paid by the indemnifying party,
if, in the reasonable opinion of counsel retained by the indemnifying party, the
representation  by  such  counsel of the Indemnified Person or Indemnified Party
and  the  indemnifying  party  would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any
other  party  represented by such counsel in such proceeding.  In the case of an
Indemnified  Person,  legal  counsel  referred  to  in the immediately preceding
sentence  shall  be  selected by the Investors holding a majority in interest of
the  Registrable  Securities included in the Registration Statement to which the
Claim  relates.  The  Indemnified  Party  or  Indemnified Person shall cooperate
fully  with the indemnifying party in connection with any negotiation or defense
of  any  such action or claim by the indemnifying party and shall furnish to the
indemnifying party all information reasonably available to the Indemnified Party
or  Indemnified  Person which relates to such action or claim.  The indemnifying
party  shall  keep the Indemnified Party or Indemnified Person fully apprised at
all  times  as  to the status of the defense or any settlement negotiations with
respect  thereto.  No  indemnifying  party shall be liable for any settlement of
any  action,  claim  or  proceeding  effected without its prior written consent,
provided,  however, that the indemnifying party shall not unreasonably withhold,
delay  or condition its consent.  No indemnifying party shall, without the prior
written consent of the Indemnified Party or Indemnified Person, consent to entry
of  any judgment or enter into any settlement or other compromise which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to  such Indemnified Party or Indemnified Person of a release from all liability
in  respect  to such claim or litigation.  Following indemnification as provided
for  hereunder,  the indemnifying party shall be subrogated to all rights of the
Indemnified Party or Indemnified Person with respect to all third parties, firms
or  corporations relating to the matter for which indemnification has been made.
The  failure  to  deliver  written  notice  to  the  indemnifying party within a
reasonable  time  of  the commencement of any such action shall not relieve such
indemnifying  party  of  any  liability to the Indemnified Person or Indemnified
Party  under this Section 6, except to the extent that the indemnifying party is
prejudiced  in  its  ability  to  defend  such  action.

          d.     The indemnification required by this Section 6 shall be made by
periodic  payments  of the amount thereof during the course of the investigation
or  defense, as and when bills are received or Indemnified Damages are incurred.

          e.     The  indemnity agreements contained herein shall be in addition
to  (i)  any  cause  of  action  or  similar  right  of the Indemnified Party or
Indemnified  Person  against  the  indemnifying  party  or  others, and (ii) any
liabilities  the  indemnifying  party  may  be  subject  to pursuant to the law.


                                       71
<PAGE>
     7.   CONTRIBUTION.
          ------------

          To  the  extent  any  indemnification  by  an  indemnifying  party  is
prohibited  or limited by law, the indemnifying party agrees to make the maximum
contribution  with respect to any amounts for which it would otherwise be liable
under Section 6 to the fullest extent permitted by law; provided, however, that:
(i)  no  seller of Registrable Securities guilty of fraudulent misrepresentation
(within  the  meaning  of  Section  11(f)  of the 1933 Act) shall be entitled to
contribution  from  any  seller  of Registrable Securities who was not guilty of
fraudulent misrepresentation; and (ii) contribution by any seller of Registrable
Securities  shall be limited in amount to the net amount of proceeds received by
such  seller  from  the  sale  of  such  Registrable  Securities.

     8.   REPORTS  UNDER  THE  1934  ACT.
          ------------------------------

          With  a view to making available to the Investors the benefits of Rule
144  promulgated under the 1933 Act or any similar rule or regulation of the SEC
that  may  at any time permit the Investors to sell securities of the Company to
the  public  without  registration  ("RULE  144")  the  Company  agrees  to:

          a.     make  and keep public information available, as those terms are
understood  and  defined  in  Rule  144;

          b.     file  with  the  SEC  in  a timely manner all reports and other
documents required of the Company under the 1933 Act and the 1934 Act so long as
the  Company  remains  subject  to  such  requirements (it being understood that
nothing  herein  shall limit the Company's obligations under Section 4(c) of the
Credit Agreement) and the filing of such reports and other documents is required
for  the  applicable  provisions  of  Rule  144;  and

          c.     furnish  to  each  Investor  so  long  as  such  Investor  owns
Registrable  Securities,  promptly  upon request, (i) a written statement by the
Company  that  it  has complied with the reporting requirements of Rule 144, the
1933  Act  and  the 1934 Act, (ii) a copy of the most recent annual or quarterly
report  of  the  Company  and  such  other reports and documents so filed by the
Company,  and  (iii)  such  other  information as may be reasonably requested to
permit  the  Investors  to  sell  such  securities  pursuant to Rule 144 without
registration.


                                       72
<PAGE>
9.   ASSIGNMENT  OF  REGISTRATION  RIGHTS.
     ------------------------------------

          The  rights  under this Agreement shall be automatically assignable by
the  Investors to any transferee of all or any portion of Registrable Securities
if: (i) the Investor 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) at or before the time the Company receives the written notice contemplated
by  clause  (ii)  of  this sentence the transferee or assignee agrees in writing
with the Company to be bound by all of the provisions contained herein; and (iv)
such  transfer  shall  have  been  made  in  accordance  with  the  applicable
requirements  of  the  Credit  Agreement.

     10.   AMENDMENT  OF  REGISTRATION  RIGHTS.
           -----------------------------------

          Provisions of this Agreement 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  Investors  who  then  hold  at  least  two-thirds  (2/3) of the Registrable
Securities.  Any amendment or waiver effected in accordance with this Section 10
shall be binding upon each Investor and the Company.  No such amendment shall be
effective  to the extent that it applies to fewer than all of the holders of the
Registrable Securities.  No consideration shall be offered or paid to any Person
to  amend or consent to a waiver or modification of any provision of any of this
Agreement unless the same consideration also is offered to all of the parties to
this Agreement.

     11.   MISCELLANEOUS.
           -------------

          a.     A  Person  is  deemed  to be a holder of Registrable Securities
whenever  such  Person  owns  or  is  deemed  to  own of record such Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two  or  more  Persons  with  respect  to  the same Registrable
Securities,  the  Company  shall  act  upon the basis of instructions, notice or
election  received  from  the  registered  owner of such Registrable Securities.

          b.     Any notices, consents, waivers or other communications required
or  permitted  to  be given under the terms of this Agreement must be in writing
and  will  be  deemed  to  have been delivered: (i) upon receipt, when delivered
personally;  (ii) upon receipt, when sent by facsimile (provided confirmation of
transmission is mechanically or electronically generated and kept on file by the
sending  party);  or  (iii)  one  business  day  after deposit with a nationally
recognized  overnight  delivery  service, in each case properly addressed to the
party  to  receive  the  same.  The  addresses  and  facsimile  numbers for such
communications  shall  be:


                                       73
<PAGE>
          If  to  the  Company:

               FOREFRONT  INC.
               1413  S.  Howard
               Suite  104
               Tampa,  FL  33606

               Telephone:    (813)  253-2267
               Facsimile:    (813)  253-2287
               Attention:    Santu  Rohatgi,  President  and  Director

If  to  an  Investor,  to  its  address  and facsimile number on the Schedule of
Investors attached hereto, with copies to such Investor's representatives as set
forth  on  the  Schedule  of Investors or to such other address and/or facsimile
number  and/or  to the attention of such other person as the recipient party has
specified  by  written  notice  given to each other party five days prior to the
effectiveness  of such change.  Written confirmation of receipt (A) given by the
recipient  of  such  notice,  consent,  waiver  or  other  communication,  (B)
mechanically  or  electronically  generated  by  the  sender's facsimile machine
containing  the time, date, recipient facsimile number and an image of the first
page  of  such  transmission  or  (C) provided by a courier or overnight courier
service  shall  be rebuttable evidence of personal service, receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with  clause  (i),  (ii)  or  (iii)  above,  respectively.

          c.     Failure of any party to exercise any right or remedy under this
Agreement  or otherwise, or delay by a party in exercising such right or remedy,
shall  not  operate  as  a  waiver  thereof.

          d.     The  corporate  laws  of  the  State of Nevada shall govern all
issues  concerning  the  relative rights of the Company and the Investors as its
stockholders.  All  other  questions  concerning  the  construction,  validity,
enforcement  and  interpretation  of  this  Agreement  shall  be governed by the
internal  laws  of the State of New York, without giving effect to any choice of
law  or  conflict  of law provision or rule (whether of the State of New York or
any  other  jurisdiction)  that  would  cause the application of the laws of any
jurisdiction  other  than  the State of New York.  Each party hereby irrevocably
submits  to  the  non-exclusive  jurisdiction  of  the  state and federal courts
sitting  in  the City of New York, Borough of Manhattan, for the adjudication of
any  dispute  hereunder  or  in  connection  herewith  or  with  any transaction
contemplated  hereby  or  discussed  herein,  and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action
or  proceeding  is  brought  in  an inconvenient forum or that the venue of such
suit,  action  or  proceeding is improper.  Each party hereby irrevocably waives
personal  service  of  process  and consents to process being served in any such
suit,  action  or  proceeding  by  mailing  a  copy thereof to such party at the
address for such notices to it under this Agreement and agrees that such service
shall  constitute  good  and  sufficient  service of process and notice thereof.
Nothing  contained herein shall be deemed to limit in any way any right to serve
process  in  any  manner  permitted  by law.  If any provision of this Agreement
shall  be  invalid  or  unenforceable  in  any  jurisdiction, such invalidity or
unenforceability  shall  not  affect  the  validity  or  enforceability  of  the
remainder  of  this  Agreement  in  that  jurisdiction  or  the  validity  or
enforceability  of  any  provision  of this Agreement in any other jurisdiction.


                                       74
<PAGE>
EACH  PARTY  HEREBY  IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST,  A  JURY  TRIAL  FOR  THE  ADJUDICATION  OF ANY DISPUTE HEREUNDER OR IN
CONNECTION  HEREWITH  OR  ARISING  OUT  OF  THIS  AGREEMENT  OR  ANY TRANSACTION
CONTEMPLATED  HEREBY.

          e.     This  Agreement,  the Credit Agreement and the Escrow Agreement
constitute  the  entire  agreement  among the parties hereto with respect to the
subject  matter  hereof  and  thereof.  There  are  no  restrictions,  promises,
warranties or undertakings, other than those set forth or referred to herein and
therein.  This  Agreement,  the  Credit  Agreement  and  the  Escrow  Agreement
supersede  all prior agreements and understandings among the parties hereto with
respect  to  the  subject  matter  hereof  and  thereof.

          f.     Subject  to the requirements of Section 9, this Agreement shall
inure to the benefit of and be binding upon the permitted successors and assigns
of  each  of  the  parties  hereto.

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

          h.     This  Agreement may be executed in identical counterparts, each
of  which  shall be deemed an original but all of which shall constitute one and
the  same agreement.  This Agreement, once executed by a party, may be delivered
to  the other party hereto by facsimile transmission of a copy of this Agreement
bearing  the  signature  of  the  party  so  delivering  this  Agreement.

          i.     Each  party  shall  do  and  perform,  or  cause to be done and
performed,  all  such further acts and things, and shall execute and deliver all
such  other  agreements,  certificates,  instruments and documents, as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.

          j.     All  consents  and  other  determinations  to  be  made  by the
Investors  pursuant  to this Agreement shall be made, unless otherwise specified
in  this  Agreement,  by  Investors  holding  a  majority  of  the  Registrable
Securities.

          k.     The  language  used  in this Agreement will be deemed to be the
language  chosen  by  the parties to express their mutual intent and no rules of
strict  construction  will  be  applied  against  any  party.

          l.     This  Agreement  is  intended  for  the  benefit of the parties
hereto and their respective permitted successors and assigns, and is not for the
benefit  of,  nor  may  any  provision  hereof be enforced by, any other Person.


                                       75
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  have  caused  this Registration Rights
Agreement  to  be  duly  executed  as  of  day  and  year  first  above written.


                                   FOREFRONT  INC.


                                      By:___________________________________
                                           Name:    Santu  Rohatgi
                                           Title:   President  and  Director


                                   SPINNERET FINANCIAL SERVICES, LTD.

                                      By:  ____________________________________
                                           Name:   Mark  A.  Angelo
                                           Title:  Fund  Manager


                                       76
<PAGE>
                                  SCHEDULE  OF INVESTORS

<TABLE>
<CAPTION>
---------------------------  -----------------------  -----------------------------------



                                INVESTOR ADDRESS      INVESTOR'S REPRESENTATIVES' ADDRESS
       INVESTOR NAME          AND FACSIMILE NUMBER          AND FACSIMILE NUMBER
---------------------------  -----------------------  -----------------------------------
<S>                          <C>                      <C>
Spinneret Financial Services, Ltd.     c/o McGuire Woods LLP    May Davis Group, Inc.
                             9 West 57th Street       One World Trade Center
                             Suite 1620               87th Floor
                             New York, NY 10019-2602  New York, NY  10048
                                                      (212) 775-8166
</TABLE>

                                                                       EXHIBIT A
                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT


[TRANSFER  AGENT]
ATTN:_______________________

          Re:     FOREFRONT  INC.
                  ---------------

Ladies  and  Gentlemen:

     We are counsel to Forefront Inc., a Nevada corporation (the "COMPANY"), and
have  represented  the  Company  in  connection with that certain Line of Credit
Agreement (the "CREDIT AGREEMENT") entered into by and among the Company and the
investors  named  therein  (collectively, the "INVESTORS") pursuant to which the
Company  issued  to  the Investors shares of its Common Stock,  par value $0.001
per  share  (the  "COMMON STOCK"). Pursuant to the Credit Agreement, the Company
also  has  entered  into a Registration Rights Agreement with the Investors (the
"REGISTRATION  RIGHTS  AGREEMENT")  pursuant  to which the Company agreed, among
other  things,  to  register  the  Registrable  Securities  (as  defined  in the
Registration Rights Agreement) under the Securities Act of 1933, as amended (the
"1933  ACT").  In  connection  with  the  Company's  obligations  under  the
Registration  Rights  Agreement,  on  ____________  ____,  the  Company  filed a
Registration  Statement  on  Form  ________  (File  No.  333-_____________) (the
"REGISTRATION  STATEMENT")  with  the  Securities  and  Exchange Commission (the
"SEC")  relating to the Registrable Securities which names each of the Investors
as  a  selling  stockholder  there  under.


                                       77
<PAGE>
     In  connection with the foregoing, we advise you that a member of the SEC's
staff  has  advised  us by telephone that the SEC has entered an order declaring
the  Registration  Statement  effective  under  the  1933  Act at [ENTER TIME OF
EFFECTIVENESS]  on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after
telephonic  inquiry  of  a  member  of  the  SEC's  staff,  that  any stop order
suspending  its  effectiveness  has been issued or that any proceedings for that
purpose  are  pending  before,  or  threatened  by,  the SEC and the Registrable
Securities  are  available  for  resale  under  the  1933  Act  pursuant  to the
Registration  Statement.

                                             Very  truly  yours,

                                             [ISSUER'S  COUNSEL]


                                             By:_______________________________
cc:     [LIST NAMES OF INVESTORS]


                                       78
<PAGE>