REGISTRATION RIGHTS AGREEMENT

     This Registration  Rights Agreement (this  "AGREEMENT") is made and entered
into as of June 22, 2000,  among ACCORD  ADVANCED  TECHNOLOGIES,  INC., a Nevada
corporation  having an address at 5002 South Ash  Avenue,  Tempe,  AZ 85282 (the
"COMPANY"),  and  the  investors  signatory  hereto  (each  such  investor  is a
"PURCHASER" and all such investors are, collectively, the "PURCHASERS").

     This  Agreement  is made  pursuant  to the  Secured  Convertible  Debenture
Purchase  Agreement,  dated as of the date  hereof  among  the  Company  and the
Purchasers (the "PURCHASE AGREEMENT").

     The Company and the Purchasers hereby agree as follows:

     1. DEFINITIONS

          Capitalized  terms  used and not  otherwise  defined  herein  that are
defined in the Purchase  Agreement  shall have the meanings  given such terms in
the Purchase  Agreement.  All references to $ (dollars)  shall be to US$ (United
States dollars).  As used in this Agreement,  the following terms shall have the
following meanings:

          "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.

          "BUSINESS DAY" means any day except Saturday, Sunday and any day which
shall be a federal  legal holiday in the United States or a day on which banking
institutions  in the State of New York or the State of Arizona are authorized or
required by law or other government actions to close.

          "CLOSING  DATE"  shall  have the  meaning  set  forth in the  Purchase
Agreement.

          "COMMISSION" means the Securities and Exchange Commission.

          "COMMON STOCK" means the Company's common stock,  $.0001 par value, or
such securities that such stock shall hereafter be reclassified into.

          "DEBENTURES" means the Company's 12% Secured Convertible Debentures in
the  aggregate  principal  amount  of  $1,000,000  issued to the  Purchasers  in
accordance with the Purchase Agreement.

          "EFFECTIVENESS DATE" means the 120th day following the Closing Date.

          "EFFECTIVENESS  PERIOD"  shall have the  meaning  set forth in Section
2(a).
<PAGE>
          "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 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 or deemed to be incorporated by reference in
such Prospectus.

          "REGISTRABLE  SECURITIES"  means the shares of Common  Stock  issuable
upon conversion in full of the Debentures and exercise in full of the Warrants.

          "REGISTRATION  STATEMENT"  means the  registration  statement  and any
additional  registration  statements contemplated by Section 2(a), including (in
each case) the  Prospectus,  amendments  and  supplements  to such  registration
statement or  Prospectus,  including  pre- and  post-effective  amendments,  all
exhibits  thereto,  and all material  incorporated  by reference or deemed to be
incorporated by reference in such registration statement.

          "RULE 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.

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<PAGE>
          "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.

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

          "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

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

          "WARRANTS" shall mean the Common Stock purchase warrants issued to the
Purchasers pursuant to the Purchase Agreement.

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<PAGE>
     2. SHELF REGISTRATION

          (a) On or prior to the Filing Date, the Company shall prepare and file
with the Commission a "Shelf" Registration  Statement covering the resale of all
Registrable Securities for an offering to be made on a continuous basis pursuant
to Rule 415. The  Registration  Statement  shall be on Form S-1, SB-2 or S-3 (or
such other  appropriate  form as the Holders may consent for the registration of
Registrable Securities contemplated by this Agreement) and shall contain (except
if otherwise directed by the Holders) the "Plan of Distribution" attached hereto
as ANNEX A, and cause the Registration  Statement to become effective and remain
effective as provided  herein.  The Company  shall use its 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 shall use its best  efforts to keep such  Registration
Statement  continuously  effective under the Securities Act until the date which
is two  years  after  the date  that such  Registration  Statement  is  declared
effective by the Commission or such earlier date when all Registrable Securities
covered by such  Registration  Statement  have been sold or may be sold  without
volume restrictions  pursuant to Rule 144(k) as determined by the counsel to the
Company  pursuant to a written  opinion  letter to such  effect,  addressed  and
acceptable  to the  Company's  transfer  agent  and the  affected  Holders  (the
"EFFECTIVENESS PERIOD"),  PROVIDED, that the Company shall not be deemed to have
used its best efforts to keep the  Registration  Statement  effective during the
Effectiveness Period if it voluntarily takes any action that would result in the
Holders  not  being  able to sell the  Registrable  Securities  covered  by such
Registration  Statement during the Effectiveness  Period,  unless such action is
required  under  applicable  law or  the  Company  has  filed  a  post-effective
amendment to the  Registration  Statement and the Commission has not declared it
effective.   Not  later  than  ten  days  after  the  Company  first  meets  the
registration  eligibility and transaction  requirements  for the use of Form S-3
(or any successor form) for registration of the offer and sale by the Purchasers
of Registrable  Securities,  the Company shall file a Registration  Statement on
Form S-3 (or any  successor  form) with  respect to the  Registrable  Securities
covered by the Registration  Statement previously filed pursuant to this Section
2(a) or convert such previously filed  Registration  Statement  pursuant to Rule
429  under  the 1933  Act and use its best  efforts  to have  such  Registration
Statement  (or  such  amendment)  declared  effective  as  soon  as  practicable
thereafter.

          (b) The initial Registration  Statement required to be filed hereunder
shall  include  (but not be limited to) a number of shares of Common Stock equal
to no less than the sum of (i) 200% of the  number  of  shares  of Common  Stock
issuable upon  conversion  in full of the  outstanding  principal  amount of the
Debentures,  assuming all interest is paid in shares of Common  Stock,  that the
Debentures remain outstanding for one year, and that such conversion occurred at
a price  equal to the  lesser  of (a) $0.23  and (b) 60% of the  average  of the
lowest three inter-day prices (which need not occur on consecutive Trading Days)
during the ten Trading Days immediately  preceding the Closing Date and (ii) the
number of shares of Common Stock issuable upon exercise in full of the Warrants.

          (c) If (a) the initial Registration Statement is not filed on or prior
to the Filing Date (if the Company  files such  Registration  Statement  without
affording  the  Holder  the  opportunity  to review  and  comment on the same as
required  by  Section  3(a)  hereof,  the  Company  shall  not be deemed to have
satisfied this clause (a)), or (b) the Company fails to file with the Commission
a request for  acceleration in accordance  with Rule 461  promulgated  under the
Securities  Act,  within  five days of the date  that the  Company  is  notified
(orally  or  in  writing,  whichever  is  earlier)  by  the  Commission  that  a

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Registration Statement will not be "reviewed," or not subject to further review,
or (c) the  initial  Registration  Statement  filed  hereunder  is not  declared
effective by the Commission on or prior to the Effectiveness  Date, or (d) after
a Registration Statement is filed with and declared effective by the Commission,
such  Registration  Statement  ceases  to be  effective  as to  all  Registrable
Securities  at any time  prior to the  expiration  of the  Effectiveness  Period
without  being  succeeded  within  ten  Business  Days by an  amendment  to such
Registration Statement or by a subsequent  Registration Statement filed with and
declared  effective  by the  Commission,  or (e) the Common  Stock  shall not be
quoted on the OTC Bulletin  Board or shall be suspended or delisted from trading
on the New York Stock  Exchange,  American Stock  Exchange,  the Nasdaq National
Market or the Nasdaq SmallCap Market (each, a "SUBSEQUENT MARKET") for more than
three days (which need not be consecutive days), or (f) the conversion rights of
the Holders  pursuant to the Debentures are suspended for any reason,  or (g) an
amendment  to a  Registration  Statement  is not filed by the  Company  with the
Commission  within ten Business Days of the  Commission's  notifying the Company
that such amendment is required in order for such  Registration  Statement to be
declared  effective (any such failure or breach being referred to as an "EVENT,"
and for purposes of clauses (a),  (c), (f) the date on which such Event  occurs,
or for  purposes  of  clause  (b) the date on which  such  five  day  period  is
exceeded, or for purposes of clauses (d) and (g) the date which such 10 Business
Day-period  is  exceeded,  or for  purposes of clause (e) the date on which such
three day-period is exceeded,  being referred to as "EVENT DATE"),  then, on the
Event Date and each monthly anniversary  thereof,  until the applicable Event is
cured,  the Company shall pay to each Holder 2.0% of the purchase  price paid by
such  Holder  pursuant to the  Purchase  Agreement,  in cash or at the  Holder's
option,  in stock as  liquidated  damages  and not as a  penalty.  If the Holder
elects to receive such  liquidated  damages in stock,  then the number of shares
issuable to such Holder shall be determined based upon a price which is equal to
the average of the three lowest  inter-day  prices (as defined in the Debenture)
during the ten Trading Days immediately  preceding the Event Date or the monthly
anniversary thereof. If the Company fails to pay any liquidated damages pursuant
to this  Section  in full  within  seven (7) days  after the date  payable,  the
Company  will pay  interest  thereon at a rate of 18% per annum (or such  lesser
maximum  amount that is permitted to be paid by  applicable  law) to the Holder,
accruing daily from the date such  liquidated  damages first were incurred until
such amounts,  plus all such interest thereon,  are paid in full. The liquidated
damages  pursuant to the terms  hereof  shall apply on a pro-rata  basis for any
portion of a month prior to the cure of an Event.

     3. REGISTRATION PROCEDURES

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

          (a) Not less  than  five  Business  Days  prior to the  filing  of the
Registration  Statement or any related Prospectus (other than a Prospectus filed
pursuant to Rule 424) and not less than two Business Days prior to the filing of
any  amendment or  supplement  thereto  (including  any  document  that would be
incorporated  or deemed to be  incorporated  therein by reference),  the Company
shall,  (i) furnish to the Holders and their Special  Counsel copies of all such
documents  proposed to be filed,  which documents (other than those incorporated
or deemed to be incorporated by reference) will be subject to the review of such
Holders and their 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 respective counsel
to, conduct a reasonable investigation within the meaning of the Securities Act.

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<PAGE>
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 and their Special Counsel shall reasonably object.

          (b)  (i)  Prepare  and  file  with  the  Commission  such  amendments,
including  post-effective  amendments,  to the  Registration  Statement  and the
Prospectus  used  in  connection  therewith  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;  (iii)
respond as promptly as reasonably possible, and in any event within ten Business
Days,  to  any  comments  received  from  the  Commission  with  respect  to the
Registration  Statement or any  amendment  thereto and as promptly as reasonably
possible provide the Holders true and complete copies of all correspondence from
and to the Commission relating to 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)  File  additional   Registration   Statements  if  the  number  of
Registrable Securities at any time exceeds 85% of the number of shares of Common
Stock then registered in a Registration Statement. The Company shall have twenty
days  to  file  and  ninety  days to have  declared  effective  such  additional
Registration  Statements after notice of such requirement  which is given by the
Holders.

          (d) Notify the Holders of Registrable  Securities to be sold and their
Special  Counsel as promptly as reasonably  possible (and, in the case of (i)(A)
below,  not less than five Business Days prior to such filing) and (if requested
by any such  Person)  confirm  such notice in writing no later than one Business
Day following the day (i)(A) when a Prospectus or any  Prospectus  supplement or
post-effective  amendment to the Registration Statement is proposed to be filed;
(B) when the Commission notifies the Company whether there will be a "review" of
such Registration  Statement and whenever the Commission  comments in writing on
such Registration  Statement (the Company shall provide true and complete copies
thereof and all written responses thereto to each of the Holders);  and (C) with
respect to 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 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

                                       -6-
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Proceeding for such purpose;  and (vi) of the occurrence of any event or passage
of time  that  makes  the  financial  statements  included  in the  Registration
Statement  ineligible  for  inclusion  therein  or  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 light of the circumstances under which they were
made, not misleading.

          (e) Use its 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.

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

          (g) Promptly deliver to each Holder and their 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.  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
best  efforts to register or qualify or cooperate  with the selling  Holders and
their Special Counsel in connection with the registration or  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, that the
Company  shall not be  required  to  qualify  generally  to do  business  in any
jurisdiction  where it is not then so  qualified  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 delivered
to a transferee pursuant to a Registration  Statement,  which certificates shall
be free, to the extent permitted by the Purchase  Agreement,  of all restrictive
legends,  and to enable such Registrable  Securities to be in such denominations
and registered in such names as any such Holders may request.

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<PAGE>
          (j) Upon the occurrence of any event contemplated by Section 3(d)(vi),
as promptly as reasonably 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 light of the circumstances under which they were made, not misleading.

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

     4. REGISTRATION EXPENSES. All fees and expenses incident to the performance
of or  compliance  with  this  Agreement  by the  Company  shall be borne by the
Company  whether or not any  Registrable  Securities  are sold  pursuant  to 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,  fees and expenses (A) with respect to filings
required to be made with any Subsequent Market on which the Common Stock is then
listed for trading, and (B) 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  or  exemptions  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 Special Counsel for the HOLDERS, (v) Securities Act liability insurance,  if
the Company so desires such  insurance,  and (vi) fees and expenses of all other
Persons  retained  by the Company in  connection  with the  consummation  of the
transactions  contemplated by this Agreement.  In addition, the Company shall be
responsible  for all of its internal  expenses  incurred in connection  with the
consummation  of the  transactions  contemplated  by this Agreement  (including,
without  limitation,  all salaries  and  expenses of its officers and  employees
performing legal or accounting duties),  the expense of any annual audit and the
fees and expenses  incurred in  connection  with the listing of the  Registrable
Securities on any securities exchange as required hereunder.

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<PAGE>
     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 light of the circumstances under which
they were made) not  misleading,  except to the extent,  but only to the extent,
that (1) such untrue  statements or omissions are based solely upon  information
regarding  such  Holder  furnished  in  writing to the  Company  by such  Holder
expressly  for use therein,  or to the extent that such  information  relates to
such Holder or such Holder's  proposed  method of  distribution  of  Registrable
Securities  and was  reviewed and  expressly  approved in writing by such Holder
expressly for use in the Registration Statement, such Prospectus or such form of
Prospectus or in any  amendment or  supplement  thereto or (2) in the case of an
occurrence of an event of the type specified in Section  3(d)(ii)-(vi),  the use
by such  Holder of an  outdated or  defective  Prospectus  after the Company has
notified such Holder in writing that the Prospectus is outdated or defective and
prior to the receipt by such Holder of the Advice  contemplated in Section 6(e).
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,  its  directors,  officers,
agents and employees,  each Person who controls the Company  (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors,  officers,  agents or employees of such controlling  Persons,  to the
fullest  extent  permitted by  applicable  law,  from and against all Losses (as
determined by a court of competent  jurisdiction in a final judgment not subject
to appeal or  review)  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 in any  amendment  or  supplement
thereto,  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 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 to the  Company  specifically  for  inclusion  in the  Registration
Statement or such Prospectus or to the extent that (1) such untrue statements or
omissions are based solely upon  information  regarding such Holder furnished in
writing to the  Company by such  Holder  expressly  for use  therein,  or to the
extent that such  information  relates to such Holder or such Holder's  proposed
method of distribution of Registrable  Securities and was reviewed and expressly
approved  in  writing  by such  Holder  expressly  for  use in the  Registration
Statement,  such  Prospectus  or such form of  Prospectus or in any amendment or

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supplement  thereto or (2) in the case of an  occurrence of an event of the type
specified  in Section  3(d)(ii)-(vi),  the use by such  Holder of an outdated or
defective  Prospectus after the Company has notified such Holder in writing that
the  Prospectus is outdated or defective and prior to the receipt by such Holder
of the Advice  contemplated  in Section 6(e). In no event shall the liability of
any selling Holder  hereunder be greater in amount than the dollar amount of the
net proceeds received by such Holder upon the sale of the Registrable Securities
giving rise to such indemnification obligation.

          (c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. If any Proceeding shall be
brought or asserted  against  any Person  entitled to  indemnity  hereunder  (an
"INDEMNIFIED  PARTY"),  such Indemnified  Party shall promptly notify the Person
from whom  indemnity is sought (the  "INDEMNIFYING  PARTY") in writing,  and the
Indemnifying Party shall assume the defense thereof, including the employment of
counsel reasonably  satisfactory to the Indemnified Party and the payment of all
fees and expenses  incurred in connection with defense thereof;  provided,  that
the failure of any  Indemnified  Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
except (and only) to the extent that it shall be finally  determined  by a court
of  competent  jurisdiction  (which  determination  is not  subject to appeal or
further  review)  that  such  failure  shall  have  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  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,  if such  Indemnified  Party  notifies  the
Indemnifying  Party in writing that it elects to employ separate  counsel at the
expense of the Indemnifying  Party,  the  Indemnifying  Party shall not have the
right to assume the defense  thereof and such counsel shall be at the expense of
the  Indemnifying  Party).  The  Indemnifying  Party shall not be liable for any
settlement of any such Proceeding  effected without its written  consent,  which
consent shall not be unreasonably withheld. No Indemnifying Party shall, without
the prior written consent of the Indemnified Party, effect any settlement of any
pending Proceeding in respect of which any Indemnified Party is a party,  unless
such settlement includes an unconditional release of such Indemnified Party from
all liability on claims that are the subject matter of such Proceeding.

          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
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).

                                      -10-
<PAGE>
          (d) CONTRIBUTION. If a claim for indemnification under Section 5(a) or
5(b) is  unavailable  to an  Indemnified  Party (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,  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.
Notwithstanding the provisions of this Section 5(d), no Holder shall be required
to contribute, in the aggregate, any amount in excess of the amount by which the
proceeds  actually  received  by such  Holder  from the sale of the  Registrable
Securities subject to the Proceeding exceeds the amount of any damages that such
Holder has  otherwise  been  required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. 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.

     6. MISCELLANEOUS

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

                                      -11-
<PAGE>
          (b) NO  INCONSISTENT  AGREEMENTS.  Neither  the Company nor any of its
subsidiaries has entered, as of the date hereof, nor shall the Company or any of
its  subsidiaries,  on or  after  the  date of this  Agreement,  enter  into any
agreement with respect to its securities  that is  inconsistent  with the rights
granted  to the  Holders  in this  Agreement  or  otherwise  conflicts  with the
provisions  hereof.  Except as and to the  extent  specified  in  SCHEDULE  6(B)
hereto,  neither the Company nor any of its subsidiaries has previously  entered
into any agreement  granting any registration  rights with respect to any of its
securities to any Person.

          (c) NO  PIGGYBACK  ON  REGISTRATIONS.  Except  as  and  to the  extent
specified in SCHEDULE  6(B) hereto,  neither the Company nor any of its security
holders  (other than the Holders in such capacity  pursuant  hereto) may include
securities  of  the  Company  in  the  Registration  Statement  other  than  the
Registrable  Securities,  and the Company  shall not after the date hereof enter
into any agreement providing any such right to any of its security holders.

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

          (e) BENEFICIAL OWNERSHIP OF COMMON STOCK. The Company may require each
selling Holder to furnish to the Company a certified  statement as to the number
of shares of Common Stock beneficially owned by such Holder and, if requested by
the Commission, the controlling person thereof.

          (f) DISCONTINUED DISPOSITION. Each Holder agrees by its acquisition of
such  Registrable  Securities that, upon receipt of a notice from the Company of
the  occurrence  of any  event  of the  kind  described  in  Sections  3(d)(ii),
3(d)(iii), 3(d)(iv), 3(d)(v) or 3(d)(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.  The
Company may provide  appropriate  stop orders to enforce the  provisions of this
paragraph.

          (g) PIGGY-BACK REGISTRATIONS.  If at any time during the Effectiveness
Period  there is not an  effective  Registration  Statement  covering all of the
Registrable  Securities and the Company shall determine to prepare and file with
the  Commission  a  registration  statement  relating to an offering for its own
account or the account of others under the  Securities  Act of any of its equity
securities,  other than on Form S-4 or Form S-8 (each as  promulgated  under the
Securities Act) or their then  equivalents  relating to equity  securities to be
issued solely in connection  with any  acquisition  of any entity or business or
equity  securities  issuable in connection  with stock option or other  employee
benefit plans, then the Company shall send to each Holder written notice of such
determination and, if within fifteen days after receipt of such notice, any such
Holder  shall  so  request  in  writing,  the  Company  shall  include  in  such
registration  statement  all or any  part of such  Registrable  Securities  such
holder requests to be registered.

                                      -12-
<PAGE>
          (h)  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 at least  two-thirds  of the then  outstanding  Registrable
Securities.  Notwithstanding  the foregoing,  a waiver or consent to depart from
the provisions  hereof with respect to a matter that relates  exclusively to the
rights of Holders and that does not directly or indirectly  affect the rights of
other Holders may be given by Holders of at least a majority of the  Registrable
Securities to which such waiver or consent relates; PROVIDED,  HOWEVER, that the
provisions of this sentence may not be amended, modified, or supplemented except
in accordance with the provisions of the immediately preceding sentence.

          (i) 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 earliest of (i) the date of  transmission,  if
such  notice or  communication  is  delivered  via  facsimile  at the  facsimile
telephone  number  specified in this Section  prior to 6:30 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 in the Purchase  Agreement later than 6:30 p.m. (New
York 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) upon actual receipt by
the party to whom such  notice is  required  to be given.  The  address for such
notices and communications shall be as follows:

     If to the Company:       Accord Advanced Technologies, Inc.
                              5002 South Ash Avenue
                              Tempe, Arizona 85282
                              Facsimile No.: (___) ___-____
                              Attn:  Chief Financial Officer

     If to a Purchaser:       To the address set forth under such Purchaser's
                              name on the signature pages hereto.

     If to any other Person who is then the registered Holder:

                              To the address of such Holder as it appears in the
                              stock transfer books of the Company

or such other  address as may be designated  in writing  hereafter,  in the same
manner, by such Person.

          (j) SUCCESSORS AND ASSIGNS.  This Agreement shall inure to the benefit
of and be  binding  upon the  successors  and  permitted  assigns of each of the
parties  and shall  inure to the  benefit of each  Holder.  The  Company may not
assign its rights or obligations  hereunder without the prior written consent of
each Holder.  Each Holder may assign their  respective  rights  hereunder in the
manner and to the Persons as permitted under the Purchase Agreement.

                                      -13-
<PAGE>
          (k)  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.

          (l)  GOVERNING  LAW.  All  questions   concerning  the   construction,
validity,  enforcement and interpretation of this Agreement shall be governed by
and construed and enforced in accordance  with the internal laws of the State of
New York,  without  regard to the  principles of conflicts of law thereof.  Each
party hereby irrevocably submits to the 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 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 in effect for  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.

          (m) CUMULATIVE  REMEDIES.  The remedies provided herein are cumulative
and not exclusive of any remedies provided by law.

          (n) SEVERABILITY.  If any term, provision,  covenant or restriction of
this  Agreement  is held by a court of  competent  jurisdiction  to be  invalid,
illegal,  void  or  unenforceable,  the  remainder  of  the  terms,  provisions,
covenants  and  restrictions  set forth  herein  shall  remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto  shall use their  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.

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

          (p)  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.

                                      -14-
<PAGE>
          (q)  INDEPENDENT  NATURE OF PURCHASERS'  OBLIGATIONS  AND RIGHTS.  The
obligations  of each  Purchaser  hereunder  is  several  and not joint  with the
obligations  of any  other  Purchaser  hereunder,  and  no  Purchaser  shall  be
responsible  in any way for the  performance  of the  obligations  of any  other
Purchaser  hereunder.  Nothing  contained  herein or in any other  agreement  or
document delivered at any closing, and no action taken by any Purchaser pursuant
hereto  or  thereto,   shall  be  deemed  to  constitute  the  Purchasers  as  a
partnership,  an  association,  a joint venture or any other kind of entity,  or
create a presumption  that the  Purchasers are in any way acting in concert with
respect to such obligations or the transactions  contemplated by this Agreement.
Each  Purchaser  shall be entitled to protect and enforce its rights,  including
without limitation the rights arising out of this Agreement, and it shall not be
necessary  for any other  Purchaser to be joined as an  additional  party in any
proceeding for such purpose.

                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                           SIGNATURE PAGES TO FOLLOW]

                                      -15-
<PAGE>
     IN WITNESS  WHEREOF,  the parties have  executed this  Registration  Rights
Agreement as of the date first written above.

                                        ACCORD ADVANCED TECHNOLOGIES, INC.


                                        By: /s/ Travis wilson
                                            ------------------------------------
                                            Name: Travis Wilson
                                            Title: Chief Executive Officer


                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                     SIGNATURE PAGES OF PURCHASER TO FOLLOW]

                                      -16-
<PAGE>
                                        AJW PARTNERS, LLC
                                        By: SMS Group, LLC


                                        By: /s/ Corey S. Robotsky
                                            ------------------------------------
                                            Name: Corey S. Ribotsky
                                            Title: Manager


                                        Address for Notice:

                                        AJW Partners, LLC
                                        155 First Street
                                        Suite B
                                        Mineola, New York 11501
                                        Facsimile No.:  (516) 739-7115

                                        With copies to:

                                        Robinson Silverman Pearce Aronsohn
                                          & Berman LLP
                                        1290 Avenue of the Americas
                                        New York, NY  10104
                                        Facsimile No.: (212) 541-4630 and
                                                       (212) 541-1432
                                        Attn: Eric L. Cohen, Esq.

                                      -17-
<PAGE>
                                        NEW MILLENNIUM CAPITAL PARTNERS II, LLC
                                        By: First Street Manager II, LLC


                                        By: /s/ Glenn A. Arbeitman
                                            ------------------------------------
                                            Name: Glenn A. Arbeitman
                                            Title: Manager


                                        Address for Notice:

                                        New Millennium Capital Partners II, LLC
                                        155 First Street
                                        Suite B
                                        Mineola, New York 11501
                                        Facsimile No.:  (516) 739-7115

                                        With copies to:

                                        Robinson Silverman Pearce Aronsohn
                                          & Berman LLP
                                        1290 Avenue of the Americas
                                        New York, NY  10104
                                        Facsimile No.: (212) 541-4630 and
                                                       (212) 541-1432
                                        Attn: Eric L. Cohen, Esq.

                                      -18-
<PAGE>
                                     ANNEX A

                              PLAN OF DISTRIBUTION


     The  Selling  Stockholders  and  any  of  their  pledgees,   assignees  and
successors-in-interest  may, from time to time,  sell any or all of their shares
of Common Stock on any stock exchange,  market or trading  facility on which the
shares  are traded or in private  transactions.  These  sales may be at fixed or
negotiated  prices.  The  Selling  Stockholders  may  use any one or more of the
following methods when selling shares:

*    ordinary brokerage transactions and transactions in which the broker-dealer
     solicits purchasers;

*    block trades in which the broker-dealer  will attempt to sell the shares as
     agent but may  position  and resell a portion of the block as  principal to
     facilitate the transaction;

*    purchases by a broker-dealer  as principal and resale by the  broker-dealer
     for its account;

*    an exchange  distribution  in accordance  with the rules of the  applicable
     exchange;

*    privately negotiated transactions;

*    Short Sales;

*    broker-dealers may agree with the Selling  Stockholders to sell a specified
     number of such shares at a stipulated price per share;

*    a combination of any such methods of sale; and

*    any other method permitted pursuant to applicable law.

     The  Selling  Stockholders  may also sell  shares  under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

     The Selling  Stockholders  may also engage in short sales  against the box,
puts  and  calls  and  other  transactions  in  securities  of  the  Company  or
derivatives  of Company  securities and may sell or deliver shares in connection
with these  trades.  The Selling  Stockholders  may pledge their shares to their
brokers  under  the  margin  provisions  of  customer  agreements.  If a Selling
Stockholder  defaults on a margin loan, the broker may, from time to time, offer
and sell the pledged shares.

     Broker-dealers  engaged by the Selling  Stockholders  may arrange for other
brokers-dealers to participate in sales.  Broker-dealers may receive commissions
or discounts from the Selling  Stockholders  (or, if any  broker-dealer  acts as
agent  for the  purchaser  of  shares,  from the  purchaser)  in  amounts  to be
negotiated.  The  Selling  Stockholders  do not  expect  these  commissions  and
discounts to exceed what is customary in the types of transactions involved.

                                      -19-
<PAGE>
     The Selling Stockholders and any broker-dealers or agents that are involved
in selling the shares may be deemed to be  "underwriters"  within the meaning of
the Securities Act in connection with such sales. In such event, any commissions
received  by such  broker-dealers  or agents and any profit on the resale of the
shares  purchased  by them  may be  deemed  to be  underwriting  commissions  or
discounts under the Securities Act.

     The  Company  is  required  to pay all fees and  expenses  incident  to the
registration of the shares,  including fees and  disbursements of counsel to the
Selling   Stockholders.   The  Company  has  agreed  to  indemnify  the  Selling
Stockholders against certain losses, claims, damages and liabilities,  including
liabilities under the Securities Act.

                                      -20-