Exhibit 10.10

                          REGISTRATION RIGHTS AGREEMENT

         This  Registration  Rights  Agreement  (this  "Agreement")  is made and
entered  into as of February 25, 2004,  by and among  Industries  International,
Incorporated, a Nevada corporation (the "Company"), and the purchasers signatory
hereto (each such purchaser, a "Purchaser" and collectively, the "Purchasers").

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

         The Company and the Purchasers hereby agree as follows:

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

         "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 120th  calendar  day
following  the date of the  Purchase  Agreement,  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(a).

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

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

         "Filing  Date"  means,  with  respect  to  the  Registration  Statement
required to be filed hereunder,  the 45th 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.


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                  "Prospectus" means the prospectus included in the Registration
         Statement  (including,  without limitation,  a prospectus that includes
         any information  previously  omitted from a prospectus filed as part of
         an  effective   registration  statement  in  reliance  upon  Rule  430A
         promulgated  under the Securities  Act), as amended or  supplemented by
         any prospectus supplement, with respect to the terms of the offering of
         any portion of the Registrable  Securities  covered by the Registration
         Statement,  and all other amendments and supplements to the Prospectus,
         including post-effective  amendments,  and all material incorporated by
         reference or deemed to be incorporated by reference in such Prospectus.

                  "Registrable  Securities"  means  all of the  Shares  and  the
         Warrant  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.

                  "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.

                  (a) On or prior to the Filing Date,  the Company shall prepare
         and file with the Commission the  Registration  Statement  covering the
         resale of all of the Registrable  Securities for an offering to be made
         on a continuous basis pursuant to Rule 415. The Registration  Statement
         required  hereunder  shall be on Form 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 in  accordance  herewith).  The  Registration  Statement  required
         hereunder shall contain  (except if otherwise  directed by the Holders)
         substantially  the "Plan of  Distribution"  attached hereto as Annex A.
         Subject to the terms of this Agreement,  the Company shall use its best
         efforts to cause the  Registration  Statement to be declared  effective
         under the  Securities  Act as  promptly  as  possible  after the filing
         thereof,  but in any event not later than the  Effectiveness  Date, and
         shall  use  its  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 volume restrictions pursuant to Rule 144(k)
         as  determined  by the  counsel to the  Company  pursuant  to a written
         opinion  letter  to  such  effect,  addressed  and  acceptable  to  the
         Company's  transfer agent and the affected Holders (the  "Effectiveness
         Period").


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                  (b) If: (i) a Registration  Statement is not filed on or prior
         to the  Filing  Date (if the  Company  files a  Registration  Statement
         without  affording the Holder 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 five 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 such  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 10 calendar days after
         the  receipt of comments  by or notice  from the  Commission  that such
         amendment  is  required  in order for a  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 30th day  after  the  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
         Registrable Securities for which it is required to be effective, or the
         Holders are not permitted to utilize the  Prospectus  therein to resell
         such  Registrable  Securities,   for  in  any  such  case  10  calendar
         consecutive  days but no more than an  aggregate  of 15  calendar  days
         during  any 12 month  period  (which  need not be  consecutive  Trading
         Days)(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 Trading Day
         period is exceeded, or for purposes of clause (iii) the date which such
         10 calendar days is exceeded, or for purposes of clause (v) the date on
         which such 10 or 15 calendar  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 2.0%
         of the  aggregate  purchase  price paid by such Holder  pursuant to the
         Purchase  Agreement for any  Registrable  Securities  then held by such
         Holder; and (y) on each monthly anniversary of each such Event Date (if
         the applicable  Event shall not have been cured by such date) until the
         applicable  Event is cured,  the  Company  shall pay to each  Holder an
         amount in cash,  as partial  liquidated  damages  and not as a penalty,
         2.0% of the aggregate  purchase  price paid by such Holder  pursuant to
         the Purchase Agreement for any Registrable Securities then held by such
         Holder;  provided  that partial  liquidated  damages under this Section
         2(a) shall cease to accrue as to any  Registrable  Securities  when the
         Effectiveness Period ends as to any such Registrable Securities. If the
         Company fails to pay any partial  liquidated  damages  pursuant to this
         Section in full within seven days after the date  payable,  the Company
         will pay  interest  thereon at a rate of 15% 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 partial  liquidated  damages
         are due until such amounts, plus all such interest thereon, are paid in
         full. The partial 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.


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         3. Registration Procedures

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

                  (a) Not less than five Trading Days prior to the filing of the
         Registration  Statement or any related  Prospectus  or any amendment or
         supplement  thereto,  the  Company  shall,  (i)  furnish to the Holders
         copies of all such documents proposed to be filed (including  documents
         incorporated  or  deemed   incorporated  by  reference  to  the  extent
         requested by such Person) which documents will be subject to the review
         of such Holders, and (ii) cause its officers and directors, counsel and
         independent  certified public  accountants to respond to such inquiries
         as shall be necessary,  in the reasonable opinion of respective counsel
         to  conduct  a  reasonable  investigation  within  the  meaning  of the
         Securities Act. The Company shall not file the  Registration  Statement
         or any such  Prospectus  or any  amendments or  supplements  thereto to
         which the Holders of a majority  of the  Registrable  Securities  shall
         reasonably object in good faith,  provided that the Company is notified
         of such  objection  in writing  no later than 5 Trading  Days after the
         Holders have been so furnished copies of such documents;  provided that
         if the Holders so object,  the liquidated damages in Section 2(b) shall
         be tolled for an  additional  10 Trading Days. A Holder shall be deemed
         to have  consented  to any such filing if such  Holder  fails to object
         within 5 Trading Days of receiving a copy of such filing.

                  (b) (i) Prepare and file with the Commission such  amendments,
         including post-effective  amendments, to the Registration Statement and
         the Prospectus used in connection therewith as may be necessary to keep
         the Registration  Statement continuously effective as to the applicable
         Registrable  Securities  for the  Effectiveness  Period and prepare and
         file with the Commission  such  additional  Registration  Statements in
         order to  register  for  resale  under  the  Securities  Act all of the
         Registrable Securities; (ii) cause the related Prospectus to be amended
         or  supplemented  by  any  required  Prospectus  supplement,  and as so
         supplemented or amended to be filed pursuant to Rule 424; (iii) respond
         as promptly as  reasonably  possible to any comments  received from the
         Commission with respect to the Registration  Statement or any amendment
         thereto and, as promptly as reasonably possible, upon request,  provide
         the Holders true and complete copies of all correspondence  from and to
         the Commission relating to the Registration Statement;  and (iv) comply
         in all material  respects with the provisions of the Securities Act and
         the  Exchange Act with respect to the  disposition  of all  Registrable
         Securities covered by the Registration  Statement during the applicable
         period in accordance  with the intended  methods of  disposition by the
         Holders thereof set forth in the  Registration  Statement as so amended
         or in such Prospectus as so supplemented.

                  (c) Notify the Holders of Registrable Securities to be sold as
         promptly as  reasonably  possible and (if requested by any such Person)
         confirm such notice in writing promptly following the day (i)(A) when a
         Prospectus or any Prospectus supplement or post-effective  amendment to
         the  Registration  Statement  is  proposed  to be  filed;  (B) when the
         Commission notifies the Company whether there will be a "review" of the
         Registration  Statement and whenever the Commission comments in writing
         on the  Registration  Statement (the Company shall upon request provide
         true and complete copies thereof and all written  responses  thereto to
         each  of the  Holders);  and  (C)  with  respect  to  the  Registration
         Statement  or any  post-effective  amendment,  when the same has become
         effective;  (ii) of any request by the  Commission or any other Federal
         or state  governmental  authority during the period of effectiveness of
         the  Registration  Statement  for  amendments  or  supplements  to  the
         Registration  Statement or  Prospectus or for  additional  information;
         (iii) of the issuance by the  Commission  or any other federal or state
         governmental  authority of any stop order suspending the  effectiveness
         of the  Registration  Statement  covering any or all of the Registrable
         Securities or the initiation of any Proceedings for that purpose;  (iv)
         of the receipt by the Company of any  notification  with respect to the
         suspension of the qualification or exemption from  qualification of any
         of the  Registrable  Securities  for sale in any  jurisdiction,  or the
         initiation or threatening  of any Proceeding for such purpose;  and (v)
         of the  occurrence  of any  event or  passage  of time  that  makes the
         financial statements included in the Registration  Statement ineligible
         for  inclusion  therein  or any  statement  made  in  the  Registration
         Statement or  Prospectus or any document  incorporated  or deemed to be
         incorporated  therein by reference  untrue in any  material  respect or
         that requires any revisions to the Registration  Statement,  Prospectus
         or other documents so that, in the case of the  Registration  Statement
         or the  Prospectus,  as the case may be, it will not contain any untrue
         statement  of a  material  fact or  omit to  state  any  material  fact
         required  to be stated  therein  or  necessary  to make the  statements
         therein,  in light of the circumstances under which they were made, not
         misleading.


<PAGE>

                  (d) Use commercially  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 Persons
         may  reasonably  request in  connection  with  resales by the Holder of
         Registrable  Securities.  Subject to the terms of this  Agreement,  the
         Company  hereby  consents  to  the  use of  such  Prospectus  and  each
         amendment  or  supplement  thereto  by each of the  selling  Holders in
         connection  with the  offering and sale of the  Registrable  Securities
         covered by such  Prospectus  and any amendment or  supplement  thereto,
         except after the giving on any notice pursuant to Section 3(c).

                  (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  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.


<PAGE>

                  (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.

                  (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 Registration
         Statement or a  supplement  to the related  Prospectus  or any document
         incorporated  or deemed to be  incorporated  therein by reference,  and
         file any other  required  document so that,  as  thereafter  delivered,
         neither the Registration  Statement nor such Prospectus will contain an
         untrue  statement of a material  fact or omit to state a material  fact
         required  to be stated  therein  or  necessary  to make the  statements
         therein,  in light of the circumstances under which they were made, not
         misleading.  If the Company  notifies  the Holders in  accordance  with
         clauses  (ii)  through (v) of Section  3(c) above to suspend the use of
         any Prospectus until the requisite changes to such Prospectus have been
         made,  then the  Holders  shall  suspend  use of such  Prospectus.  The
         Company  will  use its  best  efforts  to  ensure  that  the use of the
         Prospectus  may be resumed as promptly as is  practicable.  The Company
         shall be  entitled to exercise  its right  under this  Section  3(i) to
         suspend the  availability  of a Registration  Statement and Prospectus,
         subject to the payment of liquidated  damages pursuant to Section 2(b),
         for a period not to exceed 60 days (which need not be consecutive days)
         in any 12 month period.

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

                  (k) The  Company  may  require  each  Holder to furnish to the
         Company  a  certified  statement  as to the  number of shares of Common
         Stock  beneficially  owned  by such  Holder  and,  if  required  by the
         Commission,  the person thereof that has voting and dispositive control
         over the Shares.  During any periods that the Company is unable to meet
         its  obligations  hereunder  with  respect to the  registration  of the
         Registrable  Securities solely because any Holder fails to furnish such
         information  within three  Trading Days of the Company's  request,  any
         liquidated  damages  that are  accruing  at such time as to the Holders
         shall be tolled and any Event that may otherwise  occur solely  because
         of such delay shall be suspended until such information is delivered to
         the Company.


<PAGE>

         4.  Registration  Expenses.  All  fees  and  expenses  incident  to the
performance  of or compliance  with this Agreement by the Company shall be borne
by the Company  whether or not any  Registrable  Securities are sold pursuant to
the Registration  Statement.  The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including,  without  limitation,  fees and expenses (A) with respect to filings
required  to be made with the Trading  Market on which the Common  Stock is then
listed for trading,  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, (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  (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.


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                  (b) Indemnification by Holders.  Each Holder shall,  severally
         and  not  jointly,   indemnify  and  hold  harmless  the  Company,  its
         directors, officers, agents and employees, each Person who controls the
         Company  (within  the meaning of Section 15 of the  Securities  Act and
         Section 20 of the Exchange Act), and the directors, officers, agents or
         employees of such controlling  Persons, to the fullest extent permitted
         by  applicable  law, from and against all Losses,  as incurred,  to the
         extent arising out of or based solely upon:  (x) such Holder's  failure
         to comply with the prospectus  delivery  requirements of the Securities
         Act or (y) any untrue or alleged  untrue  statement of a material  fact
         contained in any Registration Statement, any Prospectus, or any form of
         prospectus,  or in  any  amendment  or  supplement  thereto  or in  any
         preliminary  prospectus,  or arising out of or relating to any omission
         or alleged omission of a material fact required to be stated therein or
         necessary  to make the  statements  therein not  misleading  (i) to the
         extent, but only to the extent,  that such untrue statement or omission
         is contained in any  information so furnished in writing by such Holder
         to the Company specifically for inclusion in the Registration Statement
         or  such  Prospectus  or  (ii)  to the  extent  that  (1)  such  untrue
         statements  or omissions  are based solely upon  information  regarding
         such  Holder  furnished  in  writing  to the  Company  by  such  Holder
         expressly  for use  therein,  or to the  extent  that such  information
         relates to such Holder or such Holder's proposed method of distribution
         of Registrable  Securities  and was reviewed and expressly  approved in
         writing by such Holder expressly for use in the Registration  Statement
         (it being  understood  that the Holder has approved  Annex A hereto for
         this  purpose),  such  Prospectus  or such form of Prospectus or in any
         amendment or supplement  thereto or (2) in the case of an occurrence of
         an event of the type specified in Section 3(c)(ii)-(v), the use by such
         Holder of an outdated  or  defective  Prospectus  after the Company has
         notified  such  Holder in writing  that the  Prospectus  is outdated or
         defective  and  prior  to the  receipt  by such  Holder  of the  Advice
         contemplated  in Section  6(d).  In no event shall the liability of any
         selling Holder hereunder be greater in amount than the dollar amount of
         the  net  proceeds  received  by  such  Holder  upon  the  sale  of the
         Registrable Securities giving rise to such indemnification obligation.

                  (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.


<PAGE>

                  An Indemnified  Party shall have the right to employ  separate
         counsel  in any  such  Proceeding  and to  participate  in the  defense
         thereof,  but the fees and  expenses  of such  counsel  shall be at the
         expense  of  such  Indemnified   Party  or  Parties  unless:   (1)  the
         Indemnifying Party has agreed in writing to pay such fees and expenses;
         (2) the  Indemnifying  Party shall have  failed  promptly to assume the
         defense  of  such   Proceeding   and  to  employ   counsel   reasonably
         satisfactory to such Indemnified  Party in any such Proceeding;  or (3)
         the named  parties  to any such  Proceeding  (including  any  impleaded
         parties)  include  both such  Indemnified  Party  and the  Indemnifying
         Party,  and such  Indemnified  Party shall  reasonably  believe  that a
         material  conflict of  interest is likely to exist if the same  counsel
         were to represent such Indemnified Party and the Indemnifying Party (in
         which case, if such Indemnified  Party notifies the Indemnifying  Party
         in writing that it elects to employ separate  counsel at the expense of
         the Indemnifying Party, the Indemnifying Party shall not have the right
         to assume the defense  thereof and the reasonable  fees and expenses of
         one  separate  counsel  shall  be at the  expense  of the  Indemnifying
         Party).  The Indemnifying  Party shall not be liable for any settlement
         of any such  Proceeding  effected  without its written  consent,  which
         consent  shall not be  unreasonably  withheld.  No  Indemnifying  Party
         shall,  without the prior  written  consent of the  Indemnified  Party,
         effect any settlement of any pending Proceeding in respect of which any
         Indemnified  Party is a  party,  unless  such  settlement  includes  an
         unconditional  release of such Indemnified  Party from all liability on
         claims that are the subject matter of such Proceeding.

                  Subject to the terms of this  Agreement,  all reasonable  fees
         and expenses of the Indemnified  Party  (including  reasonable fees and
         expenses to the extent  incurred in connection  with  investigating  or
         preparing to defend such Proceeding in a manner not  inconsistent  with
         this  Section)  shall be paid to the  Indemnified  Party,  as incurred,
         within ten Trading Days of written notice  thereof to the  Indemnifying
         Party;  provided,  that the Indemnified Party shall promptly  reimburse
         the  Indemnifying  Party for that  portion  of such  fees and  expenses
         applicable  to such  actions  for which such  Indemnified  Party is not
         entitled  to  indemnification  hereunder,  determined  based  upon  the
         relative faults of the parties.

                  (d) Contribution. If 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.


<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  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) No  Piggyback  on  Registrations.  Except  as set forth on
         Schedule  6(b)  attached  hereto,  neither  the  Company nor any of its
         security  holders  (other  than the Holders in such  capacity  pursuant
         hereto)  may  include  securities  of  the  Company  in 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.


<PAGE>

                  (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 may provide  appropriate stop orders to enforce
         the provisions of this paragraph. The Company will use its best efforts
         to ensure that the use of the  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).

                  (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;  provided,  that, the
         Company  shall not be required to register any  Registrable  Securities
         pursuant to this Section 6(e) that are eligible for resale  pursuant to
         Rule  144(k)  promulgated  under  the  Securities  Act or that  are the
         subject of a then effective Registration Statement

                  (f) Amendments and Waivers.  The provisions of this Agreement,
         including the provisions of this sentence, may not be amended, modified
         or  supplemented,  and  waivers  or  consents  to  departures  from the
         provisions hereof may not be given, unless the same shall be in writing
         and  signed by the  Company  and each  Holder  of the then  outstanding
         Registrable  Securities.  Notwithstanding  the  foregoing,  a waiver or
         consent to depart from the  provisions  hereof with respect to a matter
         that relates exclusively to the rights of certain Holders and that does
         not directly or  indirectly  affect the rights of other  Holders may be
         given by Holders  of all of the  Registrable  Securities  to which such
         waiver or consent relates;  provided,  however,  that the provisions of
         this sentence may not be amended,  modified,  or supplemented except in
         accordance with the provisions of the immediately preceding sentence.

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


<PAGE>

                  (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  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.

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


<PAGE>



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

                                INDUSTRIES INTERNATIONAL, INCORPORATED

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

                       [SIGNATURE PAGE OF HOLDERS FOLLOWS]


<PAGE>



                    [PURCHASER'S SIGNATURE PAGE TO IDUL RRA]

Name of Investing Entity: __________________________
Signature of Authorized Signatory of Investing Entity: ________________________
Name of Authorized Signatory: _________________________
Title of Authorized Signatory: __________________________



                           [SIGNATURE PAGES CONTINUE]


<PAGE>



                    [PURCHASER'S SIGNATURE PAGE TO IDUL RRA]

Name of Investing Entity: __________________________
Signature of Authorized Signatory of Investing Entity: ________________________
Name of Authorized Signatory: _________________________
Title of Authorized Signatory: __________________________



                           [SIGNATURE PAGES CONTINUE]





<PAGE>

                                     ANNEX A

                              Plan of Distribution

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

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

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

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

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

         o        privately negotiated transactions;

         o        settlement of short sales;

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

         o        a combination of any such methods of sale;

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

         o        any other method permitted pursuant to applicable law.

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

         Broker-dealers  engaged by the  Selling  Stockholders  may  arrange for
other  brokers-dealers  to  participate  in sales.  Broker-dealers  may  receive
commissions or discounts from the Selling Stockholders (or, if any broker-dealer
acts as agent for the purchaser of shares,  from the purchaser) in amounts to be
negotiated.  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.


<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.


<PAGE>

         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 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.