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                                                                     EXHIBIT 4.4

                          REGISTRATION RIGHTS AGREEMENT

                  This Registration Rights Agreement (this "Agreement") is made
and entered into as of March 16, 2004, by and among Escalon Medical Corp., a
Pennsylvania 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:

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

                  "Effectiveness Date" means, with respect to the Registration
         Statement required to be filed hereunder, the earlier of (a) the 75th
         calendar day following the date of the Purchase Agreement, unless the
         Commission conducts a full review of the Registration Statement, in
         which case the 120th calendar day shall apply to this clause (a) rather
         than the 75th calendar day, and (b) the fifth Trading Day following the
         date on which the Company is notified by the Commission that the
         Registration Statement will not be reviewed or is no longer subject to
         further review and comments.

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

                  "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).

                  "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

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         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, 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, and the Warrant Shares.

                  "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.

         2.       Registration. 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 S-3 (except if the Company is not then eligible to
register for resale the Registrable Securities on Form S-3, in which case the
Registration shall be on another appropriate form permitting registration of the
Registrable Securities for resale by such Holders in accordance herewith and the
methods of distribution elected by the Holders herein). 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 best efforts to
cause the Registration Statement to be declared effective under the Securities
Act as promptly as possible after the filing thereof, but in any event not later
than the Effectiveness Date, and shall use best efforts to keep the Registration
Statement continuously effective under the Securities Act until the date when
all Registrable Securities covered by the Registration Statement have been sold
or may be sold without registration under the Securities Act 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"). None of the Company's
security holders (other than the Holders of Registrable Securities) shall have
the right to include any of the Company's securities in the Registration
Statement to be filed pursuant to this Section 2.

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         3.       Registration Procedures

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

                  (a)      Furnish to the Holders copies of all such documents
         filed (including documents incorporated or deemed incorporated by
         reference to the extent requested by such Holder), not more than five
         Trading Days after the filing of the Registration Statement or any
         related Prospectus or any amendment or supplement thereto.

                  (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;
         (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 (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
         Effectiveness 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
         Holder) confirm such notice in writing promptly following the day
         (i)(A) when the Registration Statement and Prospectus or any Prospectus
         supplement or post-effective amendment to the Registration Statement is
         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; 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 Effectiveness
         Period 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 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, Prospectus or other documents, as
         the case

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         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 reasonable 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 Holder 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)(ii),
         (iii), (iv) and (v).

                  (g)      Prior to any resale of Registrable Securities by a
         Holder, use its 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 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.

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                  (i)      Upon the occurrence of any event contemplated by
         Section 3(c)(v), as promptly and in any event within 30 days of such
         event, 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 reasonable efforts to ensure that the
         use of the Prospectus may be resumed as promptly as is practicable.

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

                  (k)      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.

         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 Principal 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 the Registration Statement),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company and the Holders, (v) Securities Act liability insurance,
if the Company so desires such insurance, and (vi) fees and expenses of all
other Persons retained by the Company in connection with the consummation of the
transactions contemplated by this Agreement. In addition, the Company shall be
responsible for all of its internal expenses incurred in connection with the
consummation of the transactions contemplated by this Agreement (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit and the
fees and expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange as required hereunder. 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

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         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 (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 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

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         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.

                  (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, based upon
         the opinion of counsel, 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

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         inconsistent with this Section) shall be paid to the Indemnified 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.

                  (d)      Contribution. If a claim for indemnification under
         Section 5(a) or 5(b) is unavailable to an Indemnified Party (by reason
         of public policy or otherwise), then each Indemnifying Party, in lieu
         of indemnifying such Indemnified Party, shall contribute to the amount
         paid or payable by such Indemnified Party as a result of such Losses,
         in such proportion as is appropriate to reflect the relative fault of
         the Indemnifying Party and Indemnified Party in connection with the
         actions, statements or omissions that resulted in such Losses as well
         as any other relevant equitable considerations. The relative fault of
         such Indemnifying Party and Indemnified Party shall be determined by
         reference to, among other things, whether any action in question,
         including any untrue or alleged untrue statement of a material fact or
         omission or alleged omission of a material fact, has been taken or made
         by, or relates to information supplied by, such Indemnifying Party or
         Indemnified Party, and the parties' relative intent, knowledge, access
         to information and opportunity to correct or prevent such action,
         statement or omission. The amount paid or payable by a party as a
         result of any Losses shall be deemed to include, subject to the
         limitations set forth in 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 its respective 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

                                      -8-
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         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)      No Piggyback on Registrations. Except as set forth on
         Schedule 6(b) attached hereto and any securities issued to investors in
         private placement transactions effected by the Company after the date
         of the Purchase Agreement and prior to the actual filing date of the
         Registration Statement, 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 a Registration Statement other
         than the Registrable Securities. No Person has any right to cause the
         Company to effect the registration under the Securities Act of any
         securities of the Company. The Company shall not file any other
         registration statement until after the Effective Date.

                  (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 commercially reasonable efforts to
         ensure that the use of the Prospectus may be resumed as promptly as it
         practicable.

                  (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.

                  (f)      Amendments and Waivers. The provisions of this
         Agreement, including the provisions of this sentence, may not be
         amended, modified or supplemented, and

                                      -9-
<PAGE>

         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;
         provided, however, that any Holder may waive or consent to departures
         from the provisions of this Agreement as long as such waiver or consent
         does not adversely affect or impair the rights of the other Holders
         under this Agreement.

                  (g)      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.

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

                  (i)      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.

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

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

                  (l)      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.

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

                  (n)      Independent Nature of Purchasers' 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

                                      -10-
<PAGE>

         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.

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

                                      -11-
<PAGE>

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

                                        ESCALON MEDICAL CORP.

                                        By:___/s/Richard J. DePiano___________
                                           Name: Richard J. DePiano
                                           Title: Chairman & CEO

                       [SIGNATURE PAGE OF HOLDERS FOLLOWS]

<PAGE>

                    [PURCHASER'S SIGNATURE PAGE TO ESMC RRA]

Name of Investing Entity: Polar Capital LP
Signature of Authorized Signatory of Investing entity: /s/ D. S. Callan
Name of Authorized Signatory: David S. Callan
Title of Authorized Signatory: President

                           [SIGNATURE PAGES CONTINUE]

                                      -13-
<PAGE>

                    [PURCHASER'S SIGNATURE PAGE TO ESMC RRA]

Name of Investing Entity: BayStar Capital II, L.P.
Signature of Authorized Signatory of Investing entity: /s/ Steve Derby
Name of Authorized Signatory: Steve Derby
Title of Authorized Signatory: Managing Member

                                      -14-
<PAGE>

                    [PURCHASER'S SIGNATURE PAGE TO ESMC RRA]

Name of Investing Entity: SDS Capital Group SPC, Ltd.
Signature of Authorized Signatory of Investing entity: /s/ Steve Derby
Name of Authorized Signatory: Steve Derby
Title of Authorized Signatory: Managing Member

                           [SIGNATURE PAGES CONTINUE]

                                      -15-
<PAGE>

                    [PURCHASER'S SIGNATURE PAGE TO ESMC RRA]

Name of Investing Entity: The Citizen's Alliance for Better Neighborhoods
Signature of Authorized Signatory of Investing entity: /s/ Ruth Arnao
Name of Authorized Signatory: Ruth Arnao
Title of Authorized Signatory: Executive Director

                                      -16-
<PAGE>

                    [PURCHASER'S SIGNATURE PAGE TO ESMC RRA]

Name of Investing Entity: Frorer Partners, L. P.
Signature of Authorized Signatory of Investing entity: /s/ Peter Frorer
Name of Authorized Signatory: Peter Frorer
Title of Authorized Signatory: General Partner

                           [SIGNATURE PAGES CONTINUE]

                                      -17-
<PAGE>

                    [PURCHASER'S SIGNATURE PAGE TO ESMC RRA]

Name of Investing Entity: Transvest LTD
Signature of Authorized Signatory of Investing entity: /s/ Jeffrey Bonner
Name of Authorized Signatory: Jeffrey Bonner
Title of Authorized Signatory: General Partner

                           [SIGNATURE PAGES CONTINUE]

                                      -18-
<PAGE>

                    [PURCHASER'S SIGNATURE PAGE TO ESMC RRA]

Name of Investing Entity: W. Anthony Hitschler
Signature of Authorized Signatory of Investing entity: /s/ W. Anthony Hitschler
Name of Authorized Signatory: W. Anthony Hitschler
Title of Authorized Signatory:

                           [SIGNATURE PAGES CONTINUE]

                                      -19-
<PAGE>

                    [PURCHASER'S SIGNATURE PAGE TO ESMC RRA]

Name of Investing Entity: Colonial Fund LLC
Signature of Authorized Signatory of Investing entity: /s/ Cary G. Brody
Name of Authorized Signatory: Cary G. Brody
Title of Authorized Signatory: President

                                      -20-
<PAGE>

                    [PURCHASER'S SIGNATURE PAGE TO ESMC RRA]

Name of Investing Entity: MFN LLC
Signature of Authorized Signatory of Investing entity: /s/ Louis Ottimo
Name of Authorized Signatory: Louis Ottimo
Title of Authorized Signatory: Member

                           [SIGNATURE PAGES CONTINUE]

                                      -21-
<PAGE>

                    [PURCHASER'S SIGNATURE PAGE TO ESMC RRA]

Name of Investing Entity: Castle Creek Technology Partners LLC
Signature of Authorized Signatory of Investing entity: /s/ Thomas A. Frei
Name of Authorized Signatory: Thomas A. Frei
Title of Authorized Signatory: Managing Director of the Investment Manager

                                      -22-
<PAGE>

                    [PURCHASER'S SIGNATURE PAGE TO ESMC RRA]

Name of Investing Entity: Treeline Investment Partners, L.P.
                                  By: Treeline Management LLC
Signature of Authorized Signatory of Investing entity: /s/ Joseph Gil
Name of Authorized Signatory: Joseph Gil
Title of Authorized Signatory: Managing Member

                           [SIGNATURE PAGES CONTINUE]

                                      -23-
<PAGE>

                    [PURCHASER'S SIGNATURE PAGE TO ESMC RRA]

Name of Investing Entity: SF Capital Partners Ltd.
Signature of Authorized Signatory of Investing entity: Brian H. Davidson
Name of Authorized Signatory: Brian H. Davidson
Title of Authorized Signatory: Authorized Signatory

                                      -24-
<PAGE>

                                     ANNEX A

                              Plan of Distribution

         The Selling Stockholders (the "Selling Stockholders") of the common
stock ("Common Stock") of Escalon Medical Corp. (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:

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

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

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

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

          -    privately negotiated transactions;

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

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

          -    a combination of any such methods of sale;

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

          -    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. Each Selling Stockholder does not expect these commissions and
discounts relating to its sales of shares to exceed what is customary in the
types of transactions involved.

                                      -25-
<PAGE>

         In connection with the sale of our 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 our 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 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
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 our common stock for a period
of two business days prior to the commencement

                                      -26-
<PAGE>

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 our 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.

                                      -27-
<PAGE>

                              Schedule 6(b)

                                  None







Schedule to the RRA