REGISTRATION RIGHTS AGREEMENT

      This Registration Rights Agreement (this "Agreement") is made and entered
into as of January 27, 2005, by and among Zone4Play, Inc., a Nevada corporation
(the "Company"), and each of 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, by and among the Company and the Purchasers (the
"Purchase Agreement").

      The Company and the Purchasers intending to be legally bound, 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:

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

            "Effectiveness Date" means, with respect to the Registration
      Statements required to be filed hereunder, the earlier of (a) the day one
      hundred twenty (120) calendar days following the date of the Purchase
      Agreement and (b) the Trading Day following the date, on which the Company
      is notified by the Commission that such Registration Statement will not be
      reviewed or is no longer subject to further review and comments; provided,
      however, that if a Holder fails to comply with the provisions of Section
      3(k), then, as to such Holder only, the Effectiveness Date with respect to
      such Holder's Registrable Securities only shall be extended until ninety
      (90) days following the date of receipt by the Company of such required
      information.

            "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 Statements
      required to be filed hereunder, the day forty five (45) calendar days
      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).

<PAGE>

            "Proceeding" means an action, claim, suit, investigation or
      proceeding (including, without limitation, an investigation or partial
      proceeding, such as a deposition).

            "Prospectus" means the prospectus included in the applicable
      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 such Registration
      Statement, and all other amendments and supplements to such 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 shares of Common Stock issued to
      the Purchasers with respect to the Common Stock purchased pursuant to the
      Purchase Agreement or which may be issuable upon any adjustment pursuant
      to any stock split, dividend or other distribution, recapitalization or
      similar event with respect to the foregoing.

            "Registration Statement" means a registration statement required to
      be filed hereunder, 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 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.

            "Shares" means the shares of Common Stock to be issued pursuant to
      the Purchase Agreement.

      2.    Registration.

            a. On or prior to the applicable Filing Date, the Company shall
      prepare and file with the Commission a Registration Statement covering the
      resale of all of the Registrable Securities not yet registered that are
      held by Holders that have complied with the provisions of Section 3(k)
      prior to such date for an offering to be made on a continuous basis
      pursuant to Rule 415. Such 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 such
      Registration Statement shall be on another appropriate form herewith).
      Subject to the terms of this Agreement, the Company shall use its best
      efforts to cause such Registration Statement to be declared effective
      under the Securities Act as promptly as possible after the filing thereof,
      but in any event not later than the applicable Effectiveness Date, and
      shall use its best efforts to keep such Registration Statement
      continuously effective under the Securities Act until the 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, to the extent that a Holder still holds
      Registrable Securities (the "Effectiveness Period"). Each Holder
      acknowledges and agrees that the Company shall be permitted to exclude
      such Holder's Registrable Securities from a Registration Statement if such
      Holder fails to timely comply with the Company's request for information
      pursuant to Section 3(k); provided if such Holder provides such
      information prior to the filing of such Registration Statement the Company
      shall use commercially reasonable efforts to include such Registrable
      Securities on such Registration Statement; provided further that this
      provision does not otherwise waive the Company's obligation to register
      such Registrable Securities pursuant to the terms hereunder upon such
      Holder providing the Company with the required information.


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<PAGE>

            b. If: (i) a Registration Statement is not filed on or prior to the
      applicable Filing Date (For the avoidance of doubt, if the Company files a
      Registration Statement without affording the Holder or Holders referenced
      in such Registration Statement the opportunity to review and comment on
      the same as required by Section 3(a), the Company shall not be deemed to
      have satisfied this clause (i)), or (ii) the Company fails to file with
      the Commission a request for acceleration in accordance with Rule 461
      promulgated under the Securities Act, within no more than five (5) Trading
      Days of the date that the Company is notified (orally or in writing,
      whichever is earlier) by the Commission that a Registration Statement will
      not be "reviewed," or is not subject to further review, or (iii) prior to
      the date when a Registration Statement is first declared effective by the
      Commission, the Company fails to file a pre-effective amendment and
      otherwise respond in writing to comments made by the Commission in respect
      of such Registration Statement within thirty (30) calendar days after the
      receipt of comments by or notice from the Commission that such amendment
      is required in order for such Registration Statement to be declared
      effective, or (iv) a Registration Statement filed or required to be filed
      hereunder is not declared effective by the Commission on or before the
      applicable Effectiveness Date, or (v) after a Registration Statement is
      first declared effective by the Commission, it ceases for any reason to
      remain continuously effective as to all Shares for which it is required to
      be effective, or the Holders are not permitted to utilize a Prospectus
      therein to resell such Shares, for in any such case fifteen (15)
      consecutive Trading Days but no more than an aggregate of twenty-five (25)
      Trading Days during any twelve (12) month period (which need not be
      consecutive Trading Days) provided that any days during which a
      Registration Statement ceases to be effective due to the filing of a
      post-effective amendment thereto by the Company at the request of the
      Holders in order to amend the Plan of Distribution (as provided for in
      Section 2(a)) shall not be counted towards such fifteen (15) or
      twenty-five (25) Trading Day periods provided the Company uses
      commercially reasonable efforts to cause such post-effective amendment to
      be declared effective (any such failure or breach being referred to as an
      "Event," and for purposes of clause (i) or (iv) the date on which
      such Event occurs, or for purposes of clause (ii) the date on which such
      five (5) Trading Day period is exceeded, or for purposes of clause (iii)
      the date which such thirty (30) calendar days is exceeded, or for purposes
      of clause (v) the date on which such fifteen (15) or twenty-five (25)
      Trading Day period, as applicable, is exceeded being referred to as "Event
      Date"), then in addition to any other rights the Holders may have
      hereunder or under applicable law: (x) on each such Event Date
      the Company shall pay to each Holder an amount in cash, as partial
      liquidated damages and not as a penalty, equal to 1.5% of the aggregate
      purchase price paid by such Holder pursuant to the Purchase Agreement for
      any Shares then held by such Holder. If the Company fails to pay any
      liquidated damages pursuant to this Section 2(b) in full within seven (7)
      business days after the date payable, the Company will pay interest
      thereon at a rate of 12% 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 are due until such amounts, plus all such
      interest thereon, are paid in full. The liquidated damages 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. Notwithstanding anything herein to
      the contrary, the Company agrees and acknowledges that any extensions to
      the Filing Date or Effectiveness Date on account of a Holder failing to
      timely comply with Section 3(k) relate solely to that Holder and in no way
      effect the Filing Date and Effectiveness Date under this Agreement as they
      relate to any other Holder.


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<PAGE>

      3.    Registration Procedures

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

            a. Not less than five (5) Trading Days prior to the filing of a
      Registration Statement or any related Prospectus or any amendment or
      supplement thereto, the Company shall, (i) furnish to the Holders owning
      Registrable Securities registered under such Registration Statement 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 any such Registration Statement or any
      such Prospectus or any amendments or supplements thereto to which the
      Holders of a majority of the Registrable Securities registered thereunder
      shall reasonably object in good faith, provided that the Company is
      notified of such objection in writing no later than five (5) Trading Days
      after such Holders have been so furnished copies of such documents.

            b. (i) Prepare and file with the Commission such amendments,
      including post-effective amendments, to a Registration Statement and a
      Prospectus used in connection therewith as may be necessary to keep such
      Registration Statement continuously effective as to the applicable
      Registrable Securities for the applicable 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 such 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 such Registration Statement; and (iv) comply in all material
      respects during the applicable Effectiveness Period with the provisions of
      the Securities Act and the Exchange Act with respect to the disposition of
      all Registrable Securities covered by such Registration Statement during
      the applicable period in accordance with the Holders' intended methods of
      disposition set forth in such Registration Statement as so amended or in
      such Prospectus as so supplemented.


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<PAGE>

                  c. Notify the Holders of Registrable Securities to be sold as
            promptly as reasonably possible (i)(A) when a Prospectus or any
            Prospectus supplement or post-effective amendment to a Registration
            Statement is proposed to be filed; (B) when the Commission notifies
            the Company whether there will be a "review" of a Registration
            Statement and whenever the Commission comments in writing on a
            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 a 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 a Registration Statement for amendments or
            supplements to such 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 a Registration Statement covering
            any or all of such 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 any jurisdiction, or the initiation or threatening of
            any Proceeding for such purpose; and (v) of the occurrence of any
            event of which the Company has knowledge as a result of which a
            Prospectus, as then in effect, contains any untrue statement of a
            material fact or omits 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.

                  d. Use commercially reasonable efforts to avoid the issuance
            of, or, if issued, obtain the withdrawal of (i) any order suspending
            the effectiveness of a Registration Statement, or (ii) any
            suspension of the qualification (or exemption from qualification) of
            any of the Registrable Securities for sale in any jurisdiction, as
            promptly as reasonably practicable.

                  e. Furnish to each Holder, without charge, at least one (1)
            conformed copy of each Registration Statement registering
            Registrable Securities held by such Holder and each amendment
            thereto, including financial statements and schedules, all documents
            incorporated or deemed to be incorporated therein by reference to
            the extent requested in writing by such Person, and all exhibits to
            the extent requested by such Person in writing (including those
            previously furnished or incorporated by reference) promptly after
            the filing of such documents with the Commission.


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<PAGE>

                  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 of any notice pursuant to Section 3(c).

                  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 each such 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 applicable 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 requested in writing 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 applicable 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.

                  i. 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 applicable
            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 such Registration Statement nor the
            Prospectus included therein 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 commercially reasonable efforts to ensure that the use of a
            Prospectus may be resumed as promptly as is practicable. The Company
            shall be entitled to exercise its right under this Section 3(i) to
            suspend the availability of a Registration Statement and the
            applicable Prospectus, subject to the payment of liquidated damages
            pursuant to Section 2(b), for a period not to exceed sixty (60)
            Trading Days (which need not be consecutive days) in any twelve (12)
            month period.


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<PAGE>

                  j. Comply in all material respects with all applicable rules
            and regulations of the Commission.

                  k. The Company may require each Holder, upon three (3) Trading
            Days' notice, to furnish to the Company a certified statement as to,
            among other things, the number of shares of Common Stock
            beneficially owned by such Holder and the person that has voting and
            dispositive control over such Shares.

      4. Registration Expenses. Except as otherwise provided for herein, 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 a 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, and (B) in
compliance with applicable state securities or Blue Sky laws), (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 a Registration Statement), (iii) messenger,
telephone and delivery expenses, (iv) reasonable 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 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)
      and expenses (collectively, "Losses"), as incurred, arising out of or
      relating to any untrue statement of a material fact contained in a
      Registration Statement (at the time of its effectiveness), any Prospectus
      or any form of prospectus or in any amendment or supplement thereto or in
      any preliminary prospectus (each as of its date), or arising out of or
      relating to any omission of 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, 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 or on behalf of 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 such
      Registration Statement, such Prospectus or such form of Prospectus or in
      any amendment or supplement thereto 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 such Prospectus is outdated or
      defective and prior to the receipt by such Holder of the Advice
      contemplated in Section 6(d).


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<PAGE>

            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, within ten (10) Trading Days of written
      notice thereof to the Indemnifying Party, 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 statement of
      a material fact contained in a 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
      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 or on behalf of such Holder to the
      Company specifically for inclusion in such 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 or on behalf of 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 such 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(c)(ii)-(v), the use by such Holder of an outdated
      or defective Prospectus after the Company has notified such Holder in
      writing that such Prospectus is outdated or defective and prior to the
      receipt by such Holder of the Advice contemplated in Section 6(c).
      Notwithstanding anything to the contrary contained herein or in the
      Purchase Agreement, 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 such failure shall have
      materially prejudiced the Indemnifying Party's ability to defend such
      action.

            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
      (1) 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 affected 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.

            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 each of the Indemnifying
      Party and the 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 statement of
      a material fact 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.


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<PAGE>

            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 which are the 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.

            b. 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 a Registration Statement.

            c. 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 any 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 commercially reasonable efforts to ensure that the use of
      such Prospectus may be resumed as promptly as it practicable. 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).


                                       10
<PAGE>

            d. 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 (15) 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.

            e. 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.

            f. Notices. Any and all notices or other communications or
      deliveries required or permitted to be provided hereunder shall be made in
      accordance with the provisions of the Purchase Agreement.

            g. 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. Each Holder may
      assign their respective rights hereunder in the manner and to the Persons
      as permitted under the Purchase Agreement.

            h. 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.

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


                                       11
<PAGE>

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

            k. 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.

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

            m. Independent Nature of Purchasers' Obligations and Rights. Except
      as otherwise provided for herein, 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.

            n. Notice of Disposition of Registrable Securities. Upon the request
      of the Company, each Holder shall promptly provide the Company written
      notice at such time as it no longer holds, directly or indirectly, any
      Registrable Securities.

            o. Fees and Expenses. Each party shall pay the fees and expenses of
      its advisers, counsel, accountants and other experts, if any, and all
      other expenses incurred by such party incident to the negotiation,
      preparation, execution, delivery and performance of this Agreement, except
      that the Company shall pay up to an aggregate of $2,000 for the fees and
      expenses of TRP incurred in connection with the review of the registration
      statement and information submitted by the Purchasers. In addition, the
      Company shall pay all stamp and other taxes and duties levied in
      connection with the sale of the Shares.

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

<PAGE>

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

                                        ZONE4PLAY, INC.


                                        By: /s/ Shimon Citron
                                           -------------------------------------
                                           Name: Shimon Citron
                                           Title: Chief Executive Officer

                       [SIGNATURE PAGE OF HOLDERS FOLLOWS]


                                       12
<PAGE>

                       [PURCHASER'S SIGNATURE PAGE TO RRA]

Name of Investing Entity:  Woodmont Investments Ltd.
                          ------------------------------------------------------
Signature of Authorized Signatory of Investing Entity:  /s/ Jay G. Goldman
                                                       -------------------------
Name of Authorized Signatory:  Jay G. Goldman
                              --------------------------------------------------
Title of Authorized Signatory: Portfolio Manager
                               -------------------------------------------------

                           [SIGNATURE PAGES CONTINUE]

<PAGE>

                       [PURCHASER'S SIGNATURE PAGE TO RRA]

Name of Investing Entity:  Sagiv Shiv
                          ------------------------------------------------------
Signature of Authorized Signatory of Investing Entity:  /s/ Sagiv Shiv
                                                       -------------------------
Name of Authorized Signatory:  Sagiv Shiv
                              --------------------------------------------------
Title of Authorized Signatory: Individual
                               -------------------------------------------------

                           [SIGNATURE PAGES CONTINUE]

<PAGE>

                 [PURCHASER'S SIGNATURE PAGE TO [________] RRA]

Name of Investing Entity:  Sedna Partners LP
                          ------------------------------------------------------
Signature of Authorized Signatory of Investing Entity:  /s/ Reagan Rajaratnam
                                                       -------------------------
Name of Authorized Signatory:  Reagan Rajaratnam
                              --------------------------------------------------
Title of Authorized Signatory: Managing Member
                               -------------------------------------------------

                           [SIGNATURE PAGES CONTINUE]

<PAGE>

                       [PURCHASER'S SIGNATURE PAGE TO RRA]

Name of Investing Entity:  Sedna Partners (QP) LP
                          ------------------------------------------------------
Signature of Authorized Signatory of Investing Entity:  /s/ Reagan Rajaratnam
                                                       -------------------------
Name of Authorized Signatory:  Reagan Rajaratnam
                              --------------------------------------------------
Title of Authorized Signatory: Managing Member
                               -------------------------------------------------

                           [SIGNATURE PAGES CONTINUE]