REGISTRATION
      RIGHTS AGREEMENT

     

    This
      Registration Rights Agreement (this “Agreement”) is made and entered into as of
      November 6, 2007, by and among Plastinum Polymer Technologies Corp., a Delaware
      corporation (the “Company”), on the one hand, and the purchasers signatory
      hereto (each such purchaser, a “Purchaser” and collectively, the Purchasers”)
      and those shareholders of the Company listed on Exhibit A (the “Shareholders”),
      on the other hand.

    


    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”)
      pursuant to which the Company is issuing to Purchasers shares of the Company’s
      Series B-1 Preferred Stock and other sub-series of the Company’s Series B
      Preferred Stock from time to time (collectively, the “Series B Preferred Stock”)
      which are convertible into shares of the Company’s Common Stock (the “Conversion
      Shares”) and warrants to purchase shares of the Company’s Common Stock (the
“Warrant Shares”).

    


    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:

            


    

    


    Agreement

    


    “Closing”
      means the closing of the transactions contemplated by the Purchase

    


    “Dividend
      Shares” means shares of the Company’s Common Stock which may be issued by the
      Company as dividends in respect of the Series B Preferred Stock.

    


    “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
      filing the Registration Statement, 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 90th calendar day following the date of the date of the
      Closing.

    


    “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).

    


    “Plan
      of
      Distribution” shall have the meaning set forth in Section 2.

    


    “Proceeding”
      means an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


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

    


    “Registrable
      Securities” means, as to this Agreement only, (a) all of the Conversion Shares,
      (b) all of the Warrant Shares, and (c) all of the Dividend 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.

    


    “Selling
      Shareholder Questionnaire” shall have the meaning set forth in
      Section

    


    2.    Registration

    


    On
      or
      prior to the Filing Date, the Company shall use commercially reasonable efforts
      to 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 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 commercially reasonable
      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”). In the
      event that the Company is unable to have the Registration Statement declared
      effective by the Effectiveness Date due to limitations imposed by the Securities
      and Exchange Commission on the registration of shares for resale on behalf
      of
      selling security holders, such inability shall not be considered a breach of
      the
      Company’s obligations under this Agreement.

    


    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
                any
                disclosure relating to the Holders, including but not limited to
                the

            


    


    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    


    entire
      Selling Stockholder and Plan of Distribution sections which sections shall
      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
      two Trading Days after the Holders have been so furnished copies of such
      documents. Prior to any filing relating to the Registration Statement, each
      Holder agrees to furnish to the Company a completed Questionnaire in the form
      attached to this Agreement as Annex B (a “Selling Shareholder Questionnaire”)
      within five Trading Days of written request by the Company.

    


    
      	
            	(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 practicable to any comments received from
                the
                Commission with respect to the Registration Statement or any amendment
                thereto and, as promptly as reasonably practicable, upon request,
                provide
                the Holders upon request 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
                practicable 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

            


    


    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    


    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.

            


    

    


    
      	
            	(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 and upon request, 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 and upon request, 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 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

            


    


    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    


    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 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.

            


    

    


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

            


    

    


    4.    Registration
      Expenses 

    


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


    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    


    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. 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

            


    


    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    


    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. 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 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,

            


    


    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    


    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.

            


    

    


    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

            


    


    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    


    the
      provisions of this Agreement and hereby further agrees that, in the event of
      any
      action for specific performance in respect of such breach, it shall waive the
      defense that a remedy at law would be adequate.

    


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

            


    

    


    
      	
            	(c)	
              Discontinued
                Disposition. Each Holder agrees by its acquisition of such Registrable
                Securities that, upon receipt of a notice from the Company of the
                occurrence of any event of the kind described in Section 3(c), such
                Holder
                will forthwith discontinue disposition of such Registrable Securities
                under the Registration Statement until such Holder’s receipt of the copies
                of the supplemented Prospectus and/or amended Registration Statement
                or
                until it is advised in writing (the “Advice”) by the Company that the use
                of the applicable Prospectus may be resumed, and, in either case,
                has
                received copies of any additional or supplemental filings that are
                incorporated or deemed to be incorporated by reference in such Prospectus
                or Registration Statement. The Company will use its best efforts
                to ensure
                that the use of the Prospectus may be resumed as promptly as it
                practicable. 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).

            


    

    


    
      	
            	(d)	
              Piggy-Back
                Registrations. If at any time during the Effectiveness Period there
                is not
                an effective Registration Statement covering all of the Registrable
                Securities and the Company shall determine to prepare and file with
                the
                Commission a registration statement relating to an offering for its
                own
                account 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.

            


    

    


    
      	
            	(e)	
              Amendments
                and Waivers. The provisions of this Agreement, including the provisions
                of
                this sentence, may not be amended, modified or supplemented, and
                waivers
                or consents to departures from the provisions hereof may not be given,
                unless the same shall be in writing and signed by the Company and
                Holders
                of at least 66% of the then outstanding Registrable
                Securities.

            


    

    


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

            


    

    


    
      	
            	(g)	
              Successors
                and Assigns. This Agreement shall inure to the benefit of and be
                binding
                upon the successors and permitted assigns of each of the parties
                and shall
                inure to the benefit of each Holder. Each Holder may assign their
                respective rights hereunder in the manner and to the Persons as permitted
                under the Purchase Agreement.

            


    

    


    
      	
            	(h)	
              Execution
                and Counterparts. This Agreement may be executed in any number of
                counterparts, each of which when so executed shall be deemed to be
                an
                original and, all of which taken together shall constitute one and
                the
                same Agreement. In the event that
                any

            


    


    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    


    signature
      is delivered by facsimile transmission, such signature shall create a valid
      binding obligation of the party executing (or on whose behalf such signature
      is
      executed) the same with the same force and effect as if such facsimile signature
      were the original thereof.

    


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

            


    

    


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

            


    

    


    
      	
            	(k)	
              Severability.
                If any term, provision, covenant or restriction of this Agreement
                is held
                by a court of competent jurisdiction to be invalid, illegal, void
                or
                unenforceable, the remainder of the terms, provisions, covenants
                and
                restrictions set forth herein shall remain in full force and effect
                and
                shall in no way be affected, impaired or invalidated, and the parties
                hereto shall use their commercially reasonable efforts to find and
                employ
                an alternative means to achieve the same or substantially the same
                result
                as that contemplated by such term, provision, covenant or restriction.
                It
                is hereby stipulated and declared to be the intention of the parties
                that
                they would have executed the remaining terms, provisions, covenants
                and
                restrictions without including any of such that may be hereafter
                declared
                invalid, illegal, void or
                unenforceable.

            


    

    


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

            


    

    


    
      	 	
              (m)

            	
              Independent
                Nature of Holders’ Obligations and Rights. The obligations of each Holder
                hereunder are several and not joint with the obligations of any other
                Holder hereunder, and no Holder shall be responsible in any way for
                the
                performance of the obligations of any other Holder hereunder. Nothing
                contained herein or in any other agreement or document delivered
                at any
                closing, and no action taken by any Holder pursuant hereto or thereto,
                shall be deemed to constitute the Holders as a partnership, an
                association, a joint venture or any other kind of entity, or create
                a
                presumption that the Holders are in any way acting in concert with
                respect
                to such obligations or the transactions contemplated by this Agreement.
                Each Holder shall be entitled to protect and enforce its rights,
                including
                without limitation the rights arising out of this Agreement, and
                it shall
                not be necessary for any other Holder to be joined as an additional
                party
                in any proceeding for such purpose.

            


    

    


    


    [SIGNATURE
      PAGES FOLLOW]

    


    



    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    


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

    


    PLASTINUM
      POLYMER TECHNOLOGIES CORP. 

    


    


    


    By:

      
        

      

    

    Name:

    Title:

    


    


    


    


    


    


    [SIGNATURE
      PAGES OF PURCHASERS FOLLOW]

    


    


    

      
        
           

        

        
          -11-

          
            

          

        

        
           

        

      



    PURCHASER’S
      SIGNATURE PAGE TO PLASTINUM POLYMER TECHNOLOGIES CORP. REGISTRATION RIGHTS
      AGREEMENT

    


    
 

    (Name
      of
      Entity)

    


    


    


    By:

      
        

      

    

    Name:

    Title:

    


    


    


    
 

    [SIGNATURE
      PAGES CONTINUE]

    


    


    

      
        
           

        

        
          -12-

          
            

          

        

        
           

        

      



    


    ANNEX
      A

    


    PLAN
      OF DISTRIBUTION

    


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

    


    
      	•	
              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;

            


    

    


    
      	•	
              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. 

    


    The
      Selling Stockholders may 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


    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    


    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(k) 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 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.

    


    


    
      
        
           

        

        
          -14-

          
            

          

        

        
           

        

      

    

     

    ANNEX
      B

    


    PLASTINUM
      POLYMER TECHNOLOGIES CORP. 

    


    SELLING
      SECURITYHOLDER NOTICE AND QUESTIONNAIRE

    


    The
      undersigned beneficial owner of common stock, (the “Common Stock”), of Plastinum
      Polymer Technologies Corp., a Delaware corporation(the “Company”), (the
“Registrable Securities”) understands that the Company has filed or intends to
      file with the Securities and Exchange Commission (the “Commission”) a
      registration statement (the “Registration Statement”) for the registration and
      resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities
      Act”), of the Registrable Securities, in accordance with the terms of the
      Registration Rights Agreement, dated as of November 6, 2007 (the “Registration
      Rights Agreement”), among the Company and the Purchasers named therein. A copy
      of the Registration Rights Agreement is available from the Company upon request
      at the address set forth below. All capitalized terms not otherwise defined
      herein shall have the meanings ascribed thereto in the Registration Rights
      Agreement.

    


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

    


    


    


    


    NOTICE

    


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

    


    


    


    


    


    


    


    


    QUESTIONNAIRE


    
      
         

      

      
        -15-

        
          

        

      

      
         

      

    

     

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

    


    1.    Name.

    


    
      	 	
              (a)

            	
              Full
                Legal Name of Selling
                Securityholder

            


    

    


    


    


     

    
      	 	
              (b)

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

            


    

    


    


    


     

    
      	 	
              (c)

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

            


    

    


    


    


     

    2.    Address
      for Notices to Selling Securityholder:

    


    


    Telephone:
       

    


    Fax:
       

    


    Contact
      Person:  

    


    


    3.    Beneficial
      Ownership of Registrable Securities:

    


    


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

    


    


    4.    Broker-Dealer
      Status:

     

    (a)    Are
      you a
      broker-dealer? Yes ... No ...

    


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


    
      
         

      

      
        -16-

        
          

        

      

      
         

      

    


    (b)    Are
      you
      an affiliate of a broker-dealer? Yes ... No ...

    


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

            


    

    


    Yes ... No ...

    


    


    5.    Beneficial
      Ownership of Other Securities of the Company Owned by the Selling
      Securityholder.

    


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

    


    


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

    


    


    


    6.    Relationship
      with the Company:

    


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

    


    State
      any
      exceptions here:

    


    


    


    
 

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

    


    

      
        
           

        

        
          -17-

          
            

          

        

        
           

        

      



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

     

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

    


    


    


    


    Dated:
      ________________ Beneficial
      Owner:

    


    


    


    


    By:

      
        

      

    

    Name:

    Title:

    


    


    


    


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

    


    


    To: PLASTINUM
      POLYMER TECHNOLOGIES CORP. 

    245
      Park
      Avenue, 39th
      Floor

    New
      York,
      NY 10167 

    USA

    Tel:
      + 1
      212 792 41 04

    Cell:
      +
      41 79 213 39 66

    Fax:
      + 41
      44 274 22 59

     

    
      
         

      

        -18-