EXHIBIT A

                          REGISTRATION RIGHTS AGREEMENT

      This Registration  Rights Agreement (this "Agreement") is made and entered
into  as of  February  3,  2005,  by  and  among  Acies  Corporation,  a  Nevada
corporation  (the  "Company"),  and the purchasers  signatory  hereto (each such
purchaser, a "Purchaser" and collectively, the "Purchasers").

      This  Agreement is made  pursuant to the  Securities  Purchase  Agreement,
dated as of the date hereof among the Company and the Purchasers  (the "Purchase
Agreement").

      The Company and the Purchasers hereby agree as follows:

      1.  Definitions.  Capitalized  terms used and not otherwise defined herein
that are defined in the Purchase  Agreement  shall have the meanings  given such
terms in the Purchase Agreement. As used in this Agreement,  the following terms
shall have the following meanings:

            "Adjustment  Shares" shall have the meaning ascribed to such term in
Section 4.16(a) and (b) of the Purchase Agreement

            "Advice" shall have the meaning set forth in Section 6(d).

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

            "Event" shall have the meaning set forth in Section 2(b).

            "Event Date" shall have the meaning set forth in Section 2(b).

            "Filing  Date"  means,  with respect to the  Registration  Statement
required to be filed hereunder,  the 30th calendar day following the date of the
Purchase Agreement.

            "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).

            "Penalty Shares" shall have the meaning set forth in Section 2(b) of
this Agreement and in the Purchase Agreement.

            "Plan of  Distribution"  shall have the meaning set forth in Section
2(a).

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      "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 all of the Shares,  the Adjustment Shares,
Penalty  Shares and the Warrant  Shares  issuable,  together  with any shares of
Common  Stock  issued  or  issuable  upon any  stock  split,  dividend  or other
distribution,  recapitalization  or similar event with respect to the foregoing,
as well as  1,578,095  shares of Common  Stock held by certain of the  Company's
stockholders as set forth in Schedule 6(b) attached hereto.

      "Registration  Statement" means the registration statements required to be
filed  hereunder,  including  (in each  case)  the  Prospectus,  amendments  and
supplements  to the  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 the  registration
statement.

      "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 purpose and 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 purpose and effect as such Rule.

      "Selling  Shareholder  Questionnaire"  shall have the meaning set forth in
Section 3(a).

      2. Registration.

      (a) On or prior to the Filing  Date,  the Company  shall  prepare and file
with the Commission the Registration Statement covering the resale of all of the
Registrable Securities for an offering to be made on a continuous basis pursuant
to Rule 415. The Registration Statement required hereunder shall be on Form SB-2
(except  if the  Company  is not  then  eligible  to  register  for  resale  the
Registrable  Securities on Form SB-2, in which case the Registration shall be on
another  appropriate form in accordance  herewith).  The Registration  Statement
required  hereunder shall contain (except if otherwise  directed by the Holders)
substantially the "Plan of Distribution"  attached hereto as Annex A. Subject to
the terms of this Agreement, 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, and shall use its best efforts to
keep the Registration  Statement continuously effective under the Securities Act

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until the date  when all  Registrable  Securities  covered  by the  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").  The
Company shall immediately  notify the Holders via facsimile of the effectiveness
of the  Registration  Statement  on the  same  day  that  the  Company  receives
notification of the effectiveness from the Commission.  Failure to so notify the
Holder within 1 Trading Day of such notification  shall be deemed an Event under
Section 2(b).

      (b) If (i) a Registration Statement is not filed on or prior to the Filing
Date,  (ii) an  amendment to the  Registration  Statement is not filed within 30
days of the receipt of comments from the SEC with respect thereto,  or (iii) the
Company suspends the availability of a Registration  Statement and Prospectus in
accordance  with the  provisions of Section 3(j) of this  Agreement for a period
exceeding 60 days (which need not be  consecutive  days) in any 12-month  period
(an "Event  Date"),  then in addition  to any other  rights the Holders may have
hereunder or under  applicable  law, then, on such Event Date and on each 30-day
anniversary  of such Event Date (if the event  shall not have been cured by such
date)  until the  applicable  event is cured,  the  Company  shall issue to each
Holder  additional  shares of Common Stock (the  "Penalty  Shares"),  as partial
liquidated damages and not as a penalty,  equal to 5% of the aggregate shares of
Common  Stock  issued to such Holder  pursuant to the  Purchase  Agreement.  The
issuance of additional shares of Common Stock pursuant to the terms hereof shall
apply on a daily  pro-rata basis for any portion of a month prior to the cure of
an Event.

      (c) Upon the  written  demand of any  Holder  following  any  issuance  of
Adjustment Shares and/or Penalty Shares, the Company shall prepare and file with
the  SEC  one or  more  Registration  Statements  on  Form  SB-2  or  amend  the
Registration  Statement filed pursuant to clause (a) above, if such Registration
Statement has not  previously  been declared  effective (or, if Form SB-2 is not
then available to the Company, on such form of registration statement as is then
available to effect a registration  for resale of such Adjustment  Shares and/or
Penalty  Shares,  covering the resale of the  Adjustment  Shares and/or  Penalty
Shares,  but only to the extent the Adjustment  Shares and/or Penalty Shares are
not  at  the  time  covered  by  an  effective  Registration   Statement.   Such
Registration  Statement also shall cover, to the extent allowable under the 1933
Act  and  the  rules   promulgated   thereunder   (including   Rule  416),  such
indeterminate  number of additional  shares of Common Stock resulting from stock
splits,  stock dividends or similar  transactions with respect to the Adjustment
Shares and/or Penalty Shares.  The Company shall use its reasonable best efforts
to obtain from each person who now has piggyback registration rights a waiver of
those  rights with  respect to such  Registration  Statement.  The  Registration
Statement  (and each  amendment  or  supplement  thereto,  and each  request for
acceleration  of  effectiveness  thereof)  shall be provided in accordance  with
Section  3(c) to the  Holders  and their  counsel  prior to its  filing or other
submission.

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      3. Registration Procedures

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

      (a)  Not  less  than  five  Trading  Days  prior  to  the  filing  of  the
Registration  Statement or any related Prospectus or any amendment or supplement
thereto,  the  Company  shall,  (i)  furnish to the  Holders  copies of all such
documents  proposed  to be filed  (including  documents  incorporated  or deemed
incorporated  by  reference  to the  extent  requested  by  such  Person)  which
documents  will be  subject to the  review of such  Holders,  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. 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 shall reasonably object in good faith,
provided that the Company is notified of such objection in writing no later than
5  Trading  Days  after  the  Holders  have  been so  furnished  copies  of such
documents.   Each   Holder   agrees  to  furnish  to  the  Company  a  completed
Questionnaire  in the form  attached  to this  Agreement  as Annex B (a "Selling
Shareholder  Questionnaire")  not less than two Trading Days prior to the Filing
Date or by the end of the fourth  Trading Day  following  the date on which such
Holder receives draft materials in accordance with this Section.

      (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 to any comments  received  from the  Commission
with  respect to the  Registration  Statement or any  amendment  thereto and, as
promptly as  reasonably  possible,  upon  request,  provide the Holders true and
complete copies of all correspondence from and to the Commission relating to the
Registration  Statement;  and (iv)  comply  in all  material  respects  with the
provisions  of the  Securities  Act and the  Exchange  Act with  respect  to the
disposition of all Registrable  Securities covered by the Registration Statement
during  the  applicable  period  in  accordance  with the  intended  methods  of
disposition by the Holders thereof set forth in the Registration Statement as so
amended or in such Prospectus as so supplemented.

      (c) Notify the Holders of Registrable Securities to be sold as promptly as
reasonably possible and (if requested by any such Person) confirm such notice in
writing promptly  following the day, but in no event more than five Trading Days
after  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
the  Registration  Statement and whenever the Commission  comments in writing on
the  Registration  Statement  (the Company  shall upon request  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
during the period of effectiveness of the Registration  Statement for amendments
or  supplements  to the  Registration  Statement or Prospectus or for additional
information;  (iii) of the issuance by the  Commission  or any other  federal or
state  governmental  authority 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) 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

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any  jurisdiction,  or the  initiation or threatening of any Proceeding for such
purpose;  and (v) 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.

      (d) Use best efforts to avoid the  issuance of, or, if issued,  obtain the
withdrawal of (i) any order  suspending the  effectiveness  of the  Registration
Statement,  or (ii) any  suspension  of the  qualification  (or  exemption  from
qualification)   of  any  of  the   Registrable   Securities  for  sale  in  any
jurisdiction, at the earliest practicable moment.

      (e) Furnish to each Holder, without charge, at least one conformed copy of
the  Registration  Statement and each  amendment  thereto,  including  financial
statements  and  schedules,   all  documents   incorporated   or  deemed  to  be
incorporated  therein by reference to the extent  requested by such Person,  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.

      (f) Promptly deliver to each Holder, 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 in
connection with resales by the Holder of Registrable Securities.  Subject to the
terms  of  this  Agreement,  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, except after
the giving on any notice pursuant to Section 3(c).

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      (g) Prior to any resale of  Registrable  Securities  by a Holder,  use its
commercially  reasonable  efforts to register or qualify or  cooperate  with the
selling  Holders  in  connection  with the  registration  or  qualification  (or
exemption from the Registration or qualification) of such Registrable Securities
for the  resale  by the  Holder  under the  securities  or Blue Sky laws of such
jurisdictions  within the United  States as any Holder  reasonably  requests  in
writing,  to keep the  Registration or  qualification  (or exemption  therefrom)
effective  during the  Effectiveness  Period and to do any and all other acts or
things reasonably  necessary to enable the disposition in such  jurisdictions of
the Registrable Securities covered by the 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,  subject  the  Company  to any
material tax in any such jurisdiction  where it is not then so subject or file a
general consent to service of process in any such jurisdiction.

      (h) If NASDR Rule 2710 requires any  broker-dealer  to make a filing prior
to  executing a sale by a Holder,  make an Issuer  Filing  with the NASDR,  Inc.
Corporate  Financing  Department  pursuant to NASDR Rule  2710(b)(10)(A)(i)  and
respond  within  five  Trading  Days to any  comments  received  from  NASDR  in
connection therewith, and pay the filing fee required in connection therewith.

      (i) If requested by the Holders,  cooperate with the Holders to facilitate
the timely  preparation  and delivery of certificates  representing  Registrable
Securities  to  be  delivered  to a  transferee  pursuant  to  the  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.

      (j) Upon the occurrence of any event  contemplated by Section 3(c)(v),  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. If the
Company  notifies  the Holders in  accordance  with  clauses (ii) through (v) of
Section  3(c) above to suspend  the use of any  Prospectus  until the  requisite
changes to such Prospectus have been made, then the Holders shall suspend use of
such Prospectus. The Company will use its best efforts to ensure that the use of
the Prospectus may be resumed as promptly as is  practicable.  The Company shall
be  entitled  to  exercise  its right  under this  Section  3(j) to suspend  the
availability of a Registration Statement and Prospectus, subject to the issuance
of Adjustment  Shares and/or Penalty Shares,  for a period not to exceed 60 days
(which need not be consecutive days) in any 12-month period.

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

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            (l) 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 required by the Commission, the person
thereof  that has voting and  dispositive  control  over the Shares.  During any
periods  that the  Company  is unable  to meet its  obligations  hereunder  with
respect to the  registration  of the Registrable  Securities  solely because any
Holder  fails to furnish  such  information  within  three  Trading  Days of the
Company's  request,  any liquidated damages that are accruing at such time as to
such Holder only shall be tolled and any Event that may  otherwise  occur solely
because of such delay  shall be  suspended  as to such Holder  only,  until such
information is delivered to the Company.

      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 the Trading  Market on which the Common  Stock is then
listed for trading,  (B) in compliance with applicable  state securities or Blue
Sky laws  reasonably  agreed to by the  Company in writing  (including,  without
limitation, fees and disbursements of counsel for the Company 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 requested by the Holders) and (C) if not
previously paid by the Company in connection with an Issuer Filing, with respect
to any filing  that may be  required  to be made by any broker  through  which a
Holder intends to make sales of  Registrable  Securities  with NASD  Regulation,
Inc.  pursuant to the NASD Rule 2710, so long as the broker is receiving no more
than a  customary  brokerage  commission  in  connection  with such  sale,  (ii)
printing  expenses   (including,   without  limitation,   expenses  of  printing
certificates  for  Registrable  Securities and of printing  prospectuses  if the
printing of prospectuses is reasonably 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, (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.  In no event shall the Company be
responsible  for any  broker or  similar  commissions  or,  except to the extent
provided for in the Transaction Documents,  any legal fees or other costs of the
Holders.

      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,  reasonable 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 (i) 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

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Prospectus or in any amendment or supplement  thereto (it being  understood that
the Holder has approved  Annex A hereto for this purpose) or (ii) in the case of
an occurrence of an event of the type specified in Section 3(c)(ii)-(v), 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(d).
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
incurred,  to the extent  arising out of or based solely upon: (x) such Holder's
failure to comply with the prospectus  delivery  requirements  of the Securities
Act or (y) any untrue or alleged  untrue  statement of a material fact contained
in any 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 not
misleading (i) 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 (ii) 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 (it being  understood  that the Holder has approved Annex A hereto for
this purpose), 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(c)(ii)-(v),  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(d). 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.


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<PAGE>

      (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 have the right to 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 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;  (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 reasonably believe that a material 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 the reasonable fees and expenses of one
separate  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.

      Subject to the terms of this  Agreement,  all reasonable 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

                                       9
<PAGE>

Party,  as incurred,  within ten Trading Days of written  notice  thereof to the
Indemnifying  Party;  provided,   that  the  Indemnified  Party  shall  promptly
reimburse  the  Indemnifying  Party for that  portion of such fees and  expenses
applicable to such actions for which such  Indemnified  Party is not entitled to
indemnification  hereunder,  determined  based upon the  relative  faults of the
parties.

      (d)  Contribution.  If the  indemnification  under Section 5(a) or 5(b) is
unavailable to an Indemnified Party or insufficient to hold an Indemnified Party
harmless for any Losses,  then each  Indemnifying  Party shall contribute to the
amount  paid or payable by such  Indemnified  Party,  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 this  Agreement,  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, except in the case of fraud by
such Holder.

      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.

                                       10
<PAGE>

      (b) No Piggyback on  Registrations or Registrations on Form S-8. Except as
set forth on Schedule 6(b) attached  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.  In  addition,  no  Person  has any  right to cause the
Company to effect the registration under the Securities Act of any securities of
the Company.

      (c) 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.

      (d)  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 Section 3(c),  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 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 will use its best efforts to ensure that the use of the  Prospectus  may
be resumed as promptly as it practicable but in no event more than 30 days after
the occurrence of such an event.  The Company agrees and  acknowledges  that any
periods  during which the Holder is required to discontinue  the  disposition of
the  Registrable  Securities  hereunder  shall be subject to the  provisions  of
Section 2(b).

      (e)  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 the stock option or other employee
benefit  plans,  then the Company shall send to each Holder a written  notice of
such  determination  and, if within  fifteen days after the date 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,  subject to customary  underwriter  cutbacks
applicable to all holders of registration rights.

                                       11
<PAGE>

      (f) Amendments and Waivers.  The provisions of this  Agreement,  including
the provisions of this sentence,  may not be amended,  modified or supplemented,
and waivers or  consents to  departures  from the  provisions  hereof may not be
given,  unless the same shall be in writing  and signed by the  Company and each
Holder  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 all 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.

      (g) Notices.  Any and all notices or other  communications  or  deliveries
required or permitted to be provided  hereunder  shall be delivered as set forth
in the Purchase Agreement.

      (h) 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 all of the
Holders of the then-outstanding  Registrable Securities.  Each Holder may assign
their respective  rights hereunder in the manner and to the Persons as permitted
under the Purchase Agreement.

      (i)  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  would  have the  effect  of
impairing  the rights  granted to the  Holders in this  Agreement  or  otherwise
conflicts  with the  provisions  hereof.  Except as set forth on Schedule  6(b),
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 that have not been satisfied in full.

      (j)  Execution  and  Counterparts.  This  Agreement may be executed in any
number of counterparts,  each of which when so executed shall be deemed to be an
original  and, all of which taken  together  shall  constitute  one and the same
Agreement.   In  the  event  that  any   signature  is  delivered  by  facsimile
transmission,  such  signature  shall create a valid  binding  obligation of the
party  executing  (or on whose behalf such  signature is executed) the same with
the same  force and  effect as if such  facsimile  signature  were the  original
thereof.

      (k) Governing Law. All questions  concerning the  construction,  validity,
enforcement  and  interpretation  of this Agreement shall be determined with the
provisions of the Purchase Agreement.

      (l) Cumulative  Remedies.  The remedies provided herein are cumulative and
not exclusive of any remedies provided by law.

                                       12
<PAGE>

      (m) 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 commercially reasonable efforts to find and employ an alternative means to
achieve the same or substantially  the same result as that  contemplated by such
term, provision,  covenant or restriction.  It is hereby stipulated and declared
to be the  intention of the parties that they would have  executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

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

      (o) Independent Nature of Holders' Obligations and Rights. The obligations
of each Holder  hereunder are several and not joint with the  obligations of any
other Holder  hereunder,  and no Holder shall be  responsible in any way for the
performance of the obligations of any other Holder hereunder.  Nothing contained
herein or in any other  agreement or document  delivered at any closing,  and no
action  taken by any  Holder  pursuant  hereto  or  thereto,  shall be deemed to
constitute the Holders as a partnership,  an association, a joint venture or any
other kind of entity,  or create a  presumption  that the Holders are in any way
acting  in  concert  with  respect  to  such  obligations  or  the  transactions
contemplated  by this  Agreement.  Each Holder  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 Holder to be joined as an
additional party in any proceeding for such purpose.

                            *************************


                                       13
<PAGE>

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

                             ACIES CORPORATION

                             By: /s/ Oleg Firer
                                 --------------------------------------------
                                 Name: Oleg Firer

                                 Title: President and Chief Executive Officer

                       [SIGNATURE PAGE OF HOLDERS FOLLOWS]


                                       14
<PAGE>

                      [HOLDER'S SIGNATURE PAGE TO NSOL RRA]

Name of Holder: __________________________

Signature of Authorized Signatory of Holder: __________________________
Name of Authorized Signatory: _________________________
Title of Authorized Signatory: __________________________



                           [SIGNATURE PAGES CONTINUE]


                                       15
<PAGE>

                                     ANNEX A

                              Plan of Distribution

      The Selling Stockholders (the "Selling  Stockholders") of the common stock
("Common Stock") of Acies Corporation,  a Nevada corporation (the "Company") 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:

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

      o     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;

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

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

      o     privately negotiated transactions;

      o     settlement  of  short  sales  entered  into  after  the date of this
            prospectus;

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

      o     a combination of any such methods of sale;

      o     through  the  writing or  settlement  of  options  or other  hedging
            transactions, whether through an options exchange or otherwise; or

      o     any other method permitted pursuant to applicable law.

      The Selling  Stockholders  may also sell  shares  under Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act"), if available,  rather
than under this prospectus.

      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,  but, except as set forth in a supplement to this Prospectus, in the
case of an agency transaction not in excess of a customary brokerage  commission
in compliance with NADSR Rule 2440; and in the case of a principal transaction a
markup or markdown in compliance with NASDR IM-2440.

                                       16
<PAGE>

      In connection with the sale of the Common Stock or interests therein,  the
Selling  Stockholders may enter into hedging transactions with broker-dealers or
other  financial  institutions,  which may in turn  engage in short sales of the
Common Stock in the course of hedging the  positions  they  assume.  The Selling
Stockholders  may also sell shares of the Common  Stock short and deliver  these
securities  to close out their  short  positions,  or loan or pledge  the Common
Stock to  broker-dealers  that in turn may sell these  securities.  The  Selling
Stockholders   may  also  enter   into   option  or  other   transactions   with
broker-dealers  or other  financial  institutions or the creation of one or more
derivative  securities which require the delivery to such broker-dealer or other
financial  institution of shares offered by this  prospectus,  which shares such
broker-dealer  or  other  financial  institution  may  resell  pursuant  to this
prospectus (as supplemented or amended to reflect such transaction).

      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. Each Selling  Stockholder has
informed  the  Company  that it does not have any written or oral  agreement  or
understanding,  directly or indirectly, with any person to distribute the Common
Stock.

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

      Because Selling Stockholders may be deemed to be "underwriters" within the
meaning of the Securities  Act, they will be subject to the prospectus  delivery
requirements of the Securities Act. In addition,  any securities covered by this
prospectus  which qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather  than  under  this  prospectus.  Each  Selling
Stockholder  has advised us that they have not entered  into any written or oral
agreements, understandings or arrangements with any underwriter or broker-dealer
regarding the sale of the resale shares. There is no underwriter or coordinating
broker acting in  connection  with the proposed sale of the resale shares by the
Selling Stockholders.

      We agreed to keep this  prospectus  effective until the earlier of (i) the
date on which  the  shares  may be resold by the  Selling  Stockholders  without
registration  and  without  regard to any volume  limitations  by reason of Rule
144(e) under the  Securities Act or any other rule of similar effect or (ii) all
of the shares have been sold  pursuant to the  prospectus  or Rule 144 under the
Securities  Act or any other rule of similar  effect.  The resale shares will be
sold only through  registered or licensed  brokers or dealers if required  under
applicable  state securities  laws. In addition,  in certain states,  the resale
shares may not be sold unless they have been registered or qualified for sale in
the applicable  state or an exemption  from the  registration  or  qualification
requirement is available and is complied with.

      Under applicable rules and regulations  under the Exchange Act, any person
engaged in the distribution of the resale shares may not  simultaneously  engage
in market making activities with respect to the Common Stock for a period of two
business days prior to the commencement of the  distribution.  In addition,  the
Selling  Stockholders  will be subject to applicable  provisions of the Exchange
Act and the rules and regulations thereunder,  including Regulation M, which may
limit the timing of  purchases  and sales of shares of the  Common  Stock by the
Selling Stockholders or any other person. We will make copies of this prospectus
available  to the Selling  Stockholders  and have  informed  them of the need to
deliver a copy of this  prospectus to each  purchaser at or prior to the time of
the sale.


                                       17
<PAGE>

                                                                        Annex B
                                ACIES CORPORATION

                 SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

      The undersigned  beneficial  owner of common stock,  par value $0.0001 per
share (the "Common  Stock"),  of Acies  Corporation,  a Nevada  corporation (the
"Company"),  (the  "Registrable  Securities")  understands  that the Company has
filed or  intends  to file with the  Securities  and  Exchange  Commission  (the
"Commission")   a  registration   statement  on  Form  S-3  (the   "Registration
Statement") for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the "Securities  Act"), of the Registrable  Securities,  in
accordance  with the terms of the  Registration  Rights  Agreement,  dated as of
February 3, 2005 (the "Registration  Rights  Agreement"),  among the Company and
the Purchasers  named therein.  A copy of the  Registration  Rights Agreement is
available  from the Company  upon  request at the address set forth  below.  All
capitalized  terms not otherwise defined herein shall have the meanings ascribed
thereto in the Registration Rights Agreement.

      Certain   legal   consequences   arise  from  being  named  as  a  selling
securityholder  in  the  Registration  Statement  and  the  related  prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel  regarding the consequences of being
named  or not  being  named  as a  selling  securityholder  in the  Registration
Statement and the related prospectus.

                                     NOTICE

         The undersigned beneficial owner (the "Selling Securityholder") of
Registrable Securities hereby elects to include the Registrable Securities owned
by it and listed below in Item 3 (unless otherwise specified under such Item 3)
in the Registration Statement.


                                       18
<PAGE>

The undersigned hereby provides the following information to the Company and
represents and warrants that such information is accurate:

                                  QUESTIONNAIRE

1.       NAME.

         (a)      Full Legal Name of Selling Securityholder

                  --------------------------------------------------------------

         (b)      Full Legal Name of Registered Holder (if not the same as (a)
                  above) through which Registrable Securities Listed in Item 3
                  below are held:

                  --------------------------------------------------------------

         (c)      Full Legal Name of Natural Control Person (which means a
                  natural person who directly you indirectly alone or with
                  others has power to vote or dispose of the securities covered
                  by the questionnaire):

                  --------------------------------------------------------------

2.  ADDRESS FOR NOTICES TO SELLING SECURITYHOLDER:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Telephone:
          ----------------------------------------------------------------------
Fax:
Contact Person:

3.  BENEFICIAL OWNERSHIP OF REGISTRABLE SECURITIES:

         (a) Type and Number of Registrable Securities beneficially owned:

                  --------------------------------------------------------------

                  --------------------------------------------------------------

                  --------------------------------------------------------------


                                       19
<PAGE>

4.  BROKER-DEALER STATUS:

      (a)   Are you a broker-dealer?

                                  Yes|_| No|_|

      Note: If yes,  the  Commission's  staff has  indicated  that you should be
            identified as an underwriter in the Registration Statement.

      (b)   Are you an affiliate of a broker-dealer?

                                  Yes|_| No|_|

      (c)   If you are an affiliate of a broker-dealer,  do you certify that you
            bought  the  Registrable   Securities  in  the  ordinary  course  of
            business,  and  at  the  time  of the  purchase  of the  Registrable
            Securities to be resold,  you had no  agreements or  understandings,
            directly  or   indirectly,   with  any  person  to  distribute   the
            Registrable Securities?

                                  Yes|_| No|_|

      Note: If no,  the  Commission's  staff has  indicated  that you  should be
            identified as an underwriter in the Registration Statement.

5. BENEFICIAL OWNERSHIP OF OTHER SECURITIES OF THE COMPANY OWNED BY THE SELLING
SECURITYHOLDER.

            Except as set forth below in this Item 5, the undersigned is not the
            beneficial  or  registered  owner of any  securities  of the Company
            other than the Registrable Securities listed above in Item 3.

      (a)   Type  and  Amount  of  Other  Securities  beneficially  owned by the
            Selling Securityholder:

                  --------------------------------------------------------------

                  --------------------------------------------------------------


                                       20
<PAGE>

6.  RELATIONSHIPS WITH THE COMPANY:

            Except as set forth below,  neither the  undersigned  nor any of its
            affiliates,  officers, directors or principal equity holders (owners
            of 5% of more of the equity  securities of the undersigned) has held
            any  position or office or has had any other  material  relationship
            with the Company (or its predecessors or affiliates) during the past
            three years.

            State any exceptions here:


         -----------------------------------------------------------------------

         -----------------------------------------------------------------------

      The undersigned  agrees to promptly notify the Company of any inaccuracies
or changes in the information  provided herein that may occur  subsequent to the
date hereof at any time while the Registration Statement remains effective.

      By signing  below,  the  undersigned  consents  to the  disclosure  of the
information  contained  herein  in its  answers  to  Items 1  through  6 and the
inclusion of such  information  in the  Registration  Statement  and the related
prospectus.  The undersigned  understands  that such  information will be relied
upon by the Company in  connection  with the  preparation  or  amendment  of the
Registration Statement and the related prospectus.

      IN WITNESS WHEREOF the  undersigned,  by authority duly given,  has caused
this Notice and  Questionnaire  to be executed and delivered either in person or
by its duly authorized agent.

Dated:                               Beneficial Owner:
       ------------------------                        -------------------------

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

PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED  NOTICE AND  QUESTIONNAIRE,  AND
RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:


                                       21
<PAGE>

                                  SCHEDULES TO

                          REGISTRATION RIGHTS AGREEMENT

dated as of February 3, 2005 by and, among Acies Corporation, a Nevada
corporation (the "Company"), and each purchaser identified on the signature
pages hereto (each, including its successors and assigns, a "Purchaser" and
collectively the "Purchasers")


                                       22
<PAGE>

                                  SCHEDULE 6(B)

                               REGISTRATION RIGHTS

Common Stock with Registration Rights pursuant to Subscription Agreement dated
September 2, 2004.

Alex Slomovits                       100,000 shares
David Fienerman                       68,438 shares
David Fienerman                       50,000 shares
Karina Mitselmakher                   20,531 shares
Leonid Shimon                        266,907 shares
Mark Lerner                           27,375 shares
Riveka Glaz                           20,531 shares
Tamila Khanukayeva                    68,438 shares
Tamila Khanukayeva                    50,000 shares
Yury Kan                             355,875 shares
Yury Kan                             400,000 shares

Total                              1,428,095 shares

Common  Stock  Underlying  Warrants  with  Registration  Rights  pursuant  to an
Investor Relations Agreement dated December 1, 2004.

                                                     Exercise
                                                        Price      Expiration

Investor Relations Network         150,000 shares       $0.25       12/1/2009

Total                              150,000 shares

                                       23