EXHIBIT 10.8



                          REGISTRATION RIGHTS AGREEMENT
                            (CONVERTIBLE DEBENTURES)


     THIS  REGISTRATION  RIGHTS  AGREEMENT,  dated  as of October 16, 2001 (this
"Agreement"),  is  made  by  and  between  FLEXXTECH  CORPORATION,  a  Nevada
corporation,  with headquarters located at 5777 W. Century Boulevard, Suite 767,
Los  Angeles,  CA  94010 (the "Company"), and each entity named on the signature
page  hereto  as  "Investors"  (each,  an  "Investor").


                              W I T N E S S E T H:

     WHEREAS,  upon  the  terms  and subject to the conditions of the Securities
Purchase  Agreement,  dated  as  of  August  14, 2001, between the Buyers listed
therein  and  the  Company  (the  "Securities  Purchase  Agreement";  terms  not
otherwise  defined  herein  shall  have  the  meanings  ascribed  to them in the
Securities  Purchase Agreement), the Company has agreed to issue and sell to the
Investors  one  or  more  debentures  of the Company, in the aggregate principal
amount  of  $240,000.00  (the  "Debentures");  and

     WHEREAS,  the  Debentures  are convertible into shares of Common Stock (the
"Conversion  Shares"; which term, for purposes of this Agreement, shall include,
without  limitation,  shares  of Common Stock of the Company issuable in lieu of
accrued interest on conversion as contemplated by the Debentures) upon the terms
and  subject  to  the  conditions  contained  in  the  Debentures.

WHEREAS,  to induce the Investors to execute and deliver the Securities Purchase
Agreement,  the  Company has agreed to provide certain registration rights under
the  Securities  Act  of  1933,  as  amended,  and  the  rules  and  regulations
thereunder,  or  any  similar  successor  statute (collectively, the "Securities
Act"),  with  respect  to  the  Conversion  Shares;

NOW,  THEREFORE,  in  consideration  of  the  premises  and the mutual covenants
contained  herein  and  other  good  and valuable consideration, the receipt and
sufficiency  of  which  are  hereby  acknowledged, the Company and the Investors
hereby  agree  as  follows:

1.     DEFINITIONS.     As  used  in  this  Agreement, the following terms shall
have  the  following  meanings:
(a)     "Investor"  means  an  Investor  who  agrees  to  become  bound  by  the
provisions  of  this  Agreement.
(b)     "Potential  Material  Event"  means  any  of  the  following:  (i)  the
possession  by  the Company of material information not ripe for disclosure in a
registration statement, which shall be evidenced by determinations in good faith
     by  the  Board  of  Directors  of  the  Company  that  disclosure  of  such
information  in  the registration statement would be detrimental to the business
and  affairs  of the Company; or (ii) any material engagement or activity by the
Company  which  would, in the good faith determination of the Board of Directors
of  the Company, be adversely affected by disclosure in a registration statement
at  such  time,  which  determination  shall  be  accompanied  by  a  good faith
determination  by  the  Board  of Directors of the Company that the registration
statement  would  be  materially  misleading  absent  the  inclusion  of  such
information.
(c)     "Register,"  "Registered,"  and  "Registration"  refer to a registration
effected  by  preparing  and  filing  a  Registration Statement or Statements in
compliance with the Securities Act and pursuant to Rule 415 under the Securities
     Act or any successor rule providing for offering securities on a continuous
basis  ("Rule  415"),  and  the declaration or ordering of effectiveness of such
Registration  Statement  by  the  SEC.
(d)     "Registrable  Securities"  means  the  Conversion  Shares.
(e)     "Registration  Statement"  means a registration statement of the Company
under  the  Securities  Act.
(f)     "SEC"  means  the  United  States  Securities  and  Exchange Commission.
Capitalized  terms  not otherwise defined herein shall have the meaning ascribed
to  them  in  the  Securities  Purchase  Agreement.
2.     REGISTRATION.
(A)     Mandatory  Registration.
(i)     The  Company  shall  prepare  and file with the SEC, as soon as possible
after  the Closing Date and no later than thirty (30) days following the Closing
Date  (the  "Required  Filing  Date"),  either  a  Registration  Statement or an
amendment to an existing Registration Statement, in either event registering for
     resale  by  the Investors a sufficient number of shares of Common Stock for
the  Investors  to sell the Registrable Securities (or such lesser number as may
be  required  by the SEC, but in no event less than three hundred percent (300%)
of  that number of shares of the Company's Common Stock  into which the relevant
Debentures  and  all  interest  thereon  through their respective Maturity Dates
would  be  convertible  at  the  time  of  filing of such Registration Statement
(assuming  for  such  purposes  that all such Debentures had been eligible to be
converted,  and  had  been  converted, into Conversion Shares in accordance with
their  terms, whether or not such accrual of interest, eligibility or conversion
had  in  fact  occurred as of such date) .  The Registration Statement (W) shall
include  the Registrable Securities and (X) shall also state that, in accordance
with  Rule  416  and  457  under  the  Securities  Act,  it  also  covers  such
indeterminate number of additional shares of Common Stock as may become issuable
upon  conversion  of  the  Debentures  to  prevent dilution resulting from stock
splits  or  stock dividends. The Company will use its reasonable best efforts to
cause  such  Registration  Statement to be declared effective on a date no later
than  ninety  (90)  days after the Closing Date (the "Required Effective Date").
(ii)     If  at  any time (an "Increased Registered Shares Date"), the number of
shares  of  Common Stock represented by the Registrable Securities, issued or to
be  issued  as contemplated by the Transaction Agreements, exceeds the aggregate
number  of shares of Common Stock then registered, the Company shall, within ten
(10)  business  days after receipt of a written notice from any Investor, either
(X)  amend  the relevant Registration Statement filed by the Company pursuant to
the  preceding  provisions of this Section 2, if such Registration Statement has
not been declared effective by the SEC at that time, to register one hundred ten
     percent  (110%) of such Registrable Shares, computed as contemplated by the
immediately  preceding  subparagraph  (i), or (Y) if such Registration Statement
has  been  declared  effective  by  the  SEC  at that time, file with the SEC an
additional  Registration  Statement  (an "Additional Registration Statement") to
register  one  hundred  ten  percent  (110%)  of  the  shares  of  Common  Stock
represented  by  the  Registrable  Shares,  computed  as  contemplated  by  the
immediately  preceding  subparagraph  (i),  that  exceed the aggregate number of
shares  of Common Stock already registered.  The Company will use its reasonable
best  efforts  to  cause  the  amended  Registration Statement or the Additional
Registration Statement, as the case may be, to be declared effective as promptly
as  possible and in no event later than (90) days after the Increased Registered
Shares  Date.

(B)     PAYMENTS  BY  THE  COMPANY.

(i)     If the Registration Statement covering the Registrable Securities is not
     filed  with  the  SEC  by  the  Required Filing Date, the Company will make
payment  to  the  Investors  in  such  amounts  and  at  such  times as shall be
determined  pursuant  to  this  Section  2(b).
(ii)     If  the  Registration  Statement covering the Registrable Securities is
not  declared  effective  by the SEC by the Required Effective Date, the Company
will make payment to the Investors in such amounts and at such times as shall be
determined  pursuant  to  this  Section  2(b).
(iii)     If  the  Company does not respond to comments issued by the SEC within
five  (5)  business days of first receipt thereof by the Company or its counsel,
then the Company will make payments to the Investors in such amounts and at such
     times  as  shall  be  determined  pursuant  to  this  Section  2(b).
(iv)     If  either  the  conditions  set forth in Sections 2(b)(i), 2(b)(ii) or
2(b)(iii)  are  not  satisfied  as  required thereby, then within three (3) days
after  the  end  of the time periods referenced in Sections 2(b)(i), 2(b)(ii) or
2(b)(iii)  (the third such day being referred to as the "Set Date"), as the case
may  be,  the  Company  shall  immediately  pay  to the Investors without demand
therefore  a  cash  amount  equal  to  2% per month of the outstanding principal
amount  of  the  Debentures  and,  until  such  time  as the actions required by
Sections  2(b)(i),  2(b)(ii)  or  2(b)(iii), as the case may be, shall have been
taken,  the  same amount shall accrue and become payable to the Investors within
three  (3)  days  on the same day as the Set Date of each subsequent month until
such  Sections shall have been complied with (the "Periodic Amounts").  In light
of  the  difficulty of ascertaining the amount of damage that the Investors will
suffer  as  a  result  of the Company's failure to comply therewith, all amounts
payable  under this Section shall be payable as liquidated damages, and not as a
penalty.  The Company shall keep the registration statement effective throughout
     the  period  during which the life of the Registrable Securities are issued
and  outstanding.

          (v)     It is the intention of the parties that interest payable under
any of the terms of this Agreement shall not exceed the maximum amount permitted
under  any  applicable law. If a law, which applies to this Agreement which sets
the  maximum  interest  amount,  is  finally interpreted so that the interest in
connection  with this Agreement exceeds the permitted limits, then: (1) any such
interest  shall be reduced by the amount necessary to reduce the interest to the
permitted  limit;  and  (2) any sums already collected (if any) from the Company
which exceed the permitted limits will be refunded to the Company.  The Investor
may  choose  to  make  this  refund by reducing the amount that the Company owes
under  this Agreement or by making a direct payment to the Company.  If a refund
reduces  the  amount  that  the Company owes the Investor, the reduction will be
treated  as  a partial payment.  In case any provision of this Agreement is held
by  a  court  of  competent  jurisdiction  to be excessive in scope or otherwise
invalid  or  unenforceable, such provision shall be adjusted rather than voided,
if  possible,  so that it is enforceable to the maximum extent possible, and the
validity  and  enforceability of the remaining provisions of this Agreement will
not  in  any  way  be  affected  or  impaired  thereby.

     (vi)     The  parties acknowledge that the damages which may be incurred by
the  Investors if the Registration Statement is not filed by the Required Filing
Date,  declared  effective  by  the SEC by the Required Effective Date or if the
Registration  Statement  has not been declared effective as promptly as possible
may  be  difficult  to  ascertain.  The  parties agree that the Periodic Amounts
represent  a  reasonable  estimate on the part of the parties, as of the date of
this  Agreement,  of  the  amount  of  such  damages, and shall be the exclusive
remedy.

     (vii)     Notwithstanding the foregoing, the amounts payable by the Company
pursuant  to  this provision shall not be payable to the extent any delay in the
effectiveness  of  the  Registration Statement occurs because of an act of, or a
failure to act or to act timely by the Investors or its counsel, or in the event
all  of  the  Registrable Securities may be sold pursuant to Rule 144 or another
available  exemption  under  the  Act.

3.     OBLIGATIONS  OF  THE COMPANY.  In connection with the registration of the
Registrable  Securities,  the  Company  shall  do  each  of  the  following:

(a)     Prepare  promptly,  and  file with the SEC by the Required Filing Date a
Registration  Statement  with respect to not less than the number of Registrable
Securities  provided  in  Section  2(a) above, and thereafter use its reasonable
efforts  to cause such Registration Statement relating to Registrable Securities
to  become effective as promptly as possible and keep the Registration Statement
effective  at all times during the period (the "Registration Period") continuing
until  the earliest of (i) the date that is five (5) years after the last day of
the  calendar  month  following the month in which the Registration Statement is
declared  effective,  (ii) the date when the Investorss may sell all Registrable
Securities under Rule 144, or (iii) the date the Investorss no longer own any of
     the  Registrable  Securities,  which  Registration Statement (including any
amendments  or supplements thereto and prospectuses contained therein) shall not
contain any 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  in  which  they  were  made,  not  misleading;

(b)     Prepare  and file with the SEC such amendments (including post-effective
amendments)  and  supplements  to  the Registration Statement and the prospectus
used  in  connection with the Registration Statement as may be necessary to keep
the  Registration  Statement  effective  at  all  times  during the Registration
Period,  and,  during the Registration Period, comply with the provisions of the
Securities  Act with respect to the disposition of all Registrable Securities of
the Company covered by the Registration Statement until such time as all of such
     Registrable  Securities  have  been  disposed  of  in  accordance  with the
intended methods of disposition by the seller or sellers thereof as set forth in
the  Registration  Statement;

(c)     The  Company  shall  permit  a  single firm of counsel designated by the
Investors  to  review  the  Registration  Statement  and  all  amendments  and
supplements  thereto  a  reasonable  period of time (but not less than three (3)
business  days) prior to their filing with the SEC, and not file any document in
a  form  to which such counsel reasonably objects.  If such counsel objects, the
Required  Filing  Date shall be extended by the number of days from the date the
Registration Statement was delivered to such counsel to the date such counsel no
longer  objects;

(d)     Notify  each  Investor,  such Investor's legal counsel identified to the
Company  (which,  until  further written notice, shall be deemed to be Joseph B.
LaRocco,  Esq.  49  Locust  Avenue,  Suite  107,  New  Canaan,  CT  06840;  (the
"Investor's  Counsel")),  and any managing underwriters immediately (and, in the
case  of (i)(A) below, not less than five (5) days prior to such filing) and (if
requested  by  any such Person) confirm such notice in writing no later than one
(1)  business  day  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) whenever the SEC notifies the Company whether there will
be  a "review" of  Registration Statement; (C) whenever the Company receives (or
a  representative  of  the  Company  receives on its behalf) any oral or written
comments  from  the  SEC relating to a Registration Statement (copies or, in the
case of oral comments, summaries of such comments shall be promptly furnished by
the  Company  to  the  Investors);  and  (D)  with  respect  to the Registration
Statement  or  any post-effective amendment, when the same has become effective;
(ii)  of  any  request  by  the  SEC  or any other Federal or state governmental
authority  for  amendments  or  supplements  to  the  Registration  Statement or
Prospectus  or  for  additional information; (iii) of the issuance by the SEC 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) if at any time any of the representations or
warranties of the Company contained in any agreement (including any underwriting
agreement)  contemplated  hereby  ceases  to be true and correct in all material
respects;  (v) 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 (vi) of the occurrence of
any  event that to the best knowledge of the Company makes 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.  In addition, the Company shall furnish the Investors
with  copies  of  all intended written responses to the comments contemplated in
clause  (C)  of this Section 3(d) not later than one (1) business day in advance
of  the  filing  of such responses with the SEC so that the Investors shall have
the  opportunity  to  comment  thereon;

     (e)     Furnish  to  each Investor and such Investor's Counsel (i) promptly
after  the  same  is  prepared  and publicly distributed, filed with the SEC, or
received  by  the  Company,  one  (1)  copy  of the Registration Statement, each
preliminary prospectus and prospectus, and each amendment or supplement thereto,
and  (ii)  such  number  of  copies  of  a  prospectus,  and  all amendments and
supplements  thereto  and  such other documents, as such Investor may reasonably
request  in  order  to  facilitate the disposition of the Registrable Securities
owned  by  such  Investor;

(g)     As  promptly  as  practicable  after becoming aware thereof, notify each
Investor  of  the  happening  of  any  event  of  which  the  Company has actual
knowledge,  as  a  result  of  which the prospectus included in the Registration
Statement, as then in effect, includes an untrue statement of a material fact or
     omits  to  state a material fact required to be stated therein or necessary
to  make  the statements therein, in light of the circumstances under which they
were  made,  not  misleading,  and  use  its  best efforts promptly to prepare a
supplement  or  amendment  to  the  Registration  Statement or other appropriate
filing  with the SEC to correct such untrue statement or omission, and deliver a
number  of  copies  of  such  supplement  or  amendment to each Investor as such
Investor  may  reasonably  request;

(h)     As  promptly  as  practicable  after becoming aware thereof, notify each
Investor  who  holds  Registrable  Securities being sold (or, in the event of an
underwritten  offering, the managing underwriters) of the issuance by the SEC of
a  Notice  of  Effectiveness or any notice of effectiveness or any stop order or
other  suspension  of  the  effectiveness  of  the Registration Statement at the
earliest  possible  time;

(i)     Notwithstanding the foregoing, if at any time or from time to time after
the  date  of  effectiveness of the Registration Statement, the Company notifies
the  Investors  in  writing  of the existence of a Potential Material Event, the
Investors  shall  not offer or sell any Registrable Securities, or engage in any
other  transaction involving or relating to the Registrable Securities, from the
time  of  the  giving of notice with respect to a Potential Material Event until
such  Investor  receives  written  notice  from  the Company that such Potential
Material  Event either has been disclosed to the public or no longer constitutes
a  Potential  Material  Event;  provided,  however,that  the  Company may not so
                                -------------------
suspend  the  right  to such holders of Registrable Securities for more than two
twenty  (20)  business  day  periods in the aggregate during any 12-month period
("Suspension  Period")  with  at  least a ten (10) business day interval between
such periods, during the periods the Registration Statement is required to be in
effect;

(j)     Use  its  reasonable  efforts  to secure and maintain the designation of
all  the  Registrable  Securities  covered  by the Registration Statement on the
NASDAQ/National Market System or the "OTC Bulletin Board Market" of the National
Association  of Securities Dealers Automated Quotations System ("NASDAQ") within
the  meaning  of  Rule  11Aa2-1  of the SEC under the Securities Exchange Act of
1934,  as  amended  (the  "Exchange  Act"), and the quotation of the Registrable
Securities  on The NASDAQ National Market System; and further use its efforts to
arrange  for  at  least  two  (2)  market  makers  to register with the National
Association  of  Securities  Dealers, Inc. ("NASD") as such with respect to such
Registrable  Securities;

(k)     Provide  a  transfer  agent and registrar, which may be a single entity,
for  the Registrable Securities not later than three (3) business days after the
effective  date  of  the  Registration  Statement;

(l)     Cooperate  with  the  Investors to facilitate the timely preparation and
delivery  of  certificates for the Registrable Securities to be offered pursuant
to  the  Registration Statement and enable such certificates for the Registrable
Securities  to  be  in  such denominations or amounts as the case may be, as the
Investors  may  reasonably  request, and, within three (3) business days after a
Registration  Statement  which  includes  Registrable  Securities  is  ordered
effective  by  the SEC, the Company shall deliver, and shall cause legal counsel
selected  by  the  Company to deliver, to the transfer agent for the Registrable
Securities  (with  copies  to  the  Investors  whose  Registrable Securities are
included  in such Registration Statement) an appropriate instruction and opinion
of  such  counsel;

(m)     Take  all  other reasonable actions necessary to expedite and facilitate
disposition  by  the  Investor  of  the  Registrable  Securities pursuant to the
Registration  Statement;  and

(n)     Not take, or omit to take, any actions that would preclude the filing or
     effectiveness  of  the  Registration Statement or require the withdrawal of
the  Registration  Statement.

4.     OBLIGATIONS OF THE INVESTORS.  In connection with the registration of the
     Registrable Securities, the Investors shall have the following obligations:
(a)     It  shall  be a condition precedent to the obligations of the Company to
complete  the  registration  pursuant  to  this  Agreement  with  respect to the
Registrable Securities of a particular Investor that such Investor shall furnish
     to  the  Company  such  information  regarding  itself,  the  Registrable
Securities held by it, and the intended method of disposition of the Registrable
Securities  held  by  it,  as  shall  be  reasonably  required  to  effect  the
registration  of such Registrable Securities and shall execute such documents in
connection  with  such  registration  as the Company may reasonably request.  At
least  ten  (10) business days prior to the first anticipated filing date of the
Registration  Statement,  the  Company  shall  notify  each  Investor  of  the
information  the  Company  requires  from  each  such  Investor  (the "Requested
Information") if such Investor elects to have any of such Investor's Registrable
Securities included in the Registration Statement.  If at least two (2) business
days  prior  to  the  filing  date  the  Company  has not received the Requested
Information from an Investor (a "Non-Responsive Investor"), then the Company may
file the Registration Statement without including Registrable Securities of such
Non-Responsive  Investor;
(b)     Each  Investor,  by  such  Investor's  acceptance  of  the  Registrable
Securities,  agrees to cooperate with the Company as reasonably requested by the
Company  in  connection  with  the  preparation  and  filing of the Registration
Statement hereunder, unless such Investor has notified the Company in writing of
     such  Investor's  election  to  exclude  all of such Investor's Registrable
Securities  from  the  Registration  Statement;  and
(c)     Each  Investor  agrees that, upon receipt of any notice from the Company
of  the  happening  of  any event of the kind described in Section 3(e) or 3(f),
above,  such  Investor  will  immediately discontinue disposition of Registrable
Securities  pursuant  to  the  Registration  Statement covering such Registrable
Securities  until  such  Investor's receipt of the copies of the supplemented or
amended  prospectus  contemplated by Section 3(e) or 3(f) and, if so directed by
the  Company,  such Investor shall deliver to the Company (at the expense of the
Company)  or  destroy  (and deliver to the Company a certificate of destruction)
all  copies  in  such  Investor's  possession,  of  the prospectus covering such
Registrable  Securities  current  at  the  time  of  receipt  of  such  notice.
(d)     Each  holder of Registrable Securities that sells Registrable Securities
pursuant  to  a registration under this Agreement agrees that in connection with
registration  as  follows:

(i)     Such  seller shall cooperate as reasonably requested by the Company with
the  Company  in  connection with the preparation of the registration statement,
and  for  as  long  as  the  Company is obligated to file and keep effective the
registration statement, shall provide to the Company, in writing, for use in the
registration  statement, all such information regarding such seller and its plan
of  distribution of the Registrable Securities as may reasonably be necessary to
enable the Company to prepare the registration statement and prospectus covering
the  Registrable  Securities, to maintain the currency and effectiveness thereof
and  otherwise  to  comply with all applicable requirements of law in connection
therewith;  and

(ii)     During such time as such seller may be engaged in a distribution of the
Registrable  Securities,  such  seller  shall  comply with Rules 10b-6 and 10b-7
promulgated  under  the  Securities  Exchange Act and pursuant thereto it shall,
among  other  things; (x) not engage in any stabilization activity in connection
with  the  securities  of  the  Company  in  contravention  of  such  rules; (y)
distribute the Registrable Securities under the registration statement solely in
the  manner  described in the registration statement; and (z) cease distribution
of  such  Registrable  Securities  pursuant  to such registration statement upon
written  notice  from  the  Company that the prospectus covering the Registrable
Securites contains any untrue statement of a material fact required to be stated
therein  or  necessary  to  make  the  statements  therein  not  misleading.

5.     EXPENSES  OF  REGISTRATION.  (a)  All  reasonable  expenses  (other  than
underwriting  discounts and commissions of the Investors) incurred in connection
with  registrations, filings or qualifications pursuant to Sections 2 and 3, but
including,  without  limitation,  all  registration, listing, and qualifications
fees, printers, legal and accounting fees, the fees and disbursements of counsel
     for  the  Company  and  a  fee for a single counsel for the Investors (as a
group and not individually) not exceeding $10,000 for the Registration Statement
covering  the  Registrable Securities applicable to the Debentures issued on the
Closing  Date  shall  be  borne  by  the  Company.
(b)     Neither  the  Company  nor  any  of its subsidiaries has, as of the date
hereof,  nor shall the Company nor any of its subsidiaries, on or after the date
of  this  Agreement,  entered  into any agreement with respect to its securities
that  is inconsistent with the rights granted to the Investors in this Agreement
or  otherwise  conflicts with the provisions hereof.  Except as disclosed in the
Securities Purchase Agreement or the other documents entered into simultaneously
     therewith,  neither  the Company nor any of its subsidiaries has previously
entered  into any agreement granting any registration rights with respect to any
of  its  securities  to  any  Person.  Without  limiting  the  generality of the
foregoing,  without  the  written consent of the Investors holding a majority of
the  Registrable Securities, the Company shall not grant to any person the right
to  request  the  Company  to  register  any securities of the Company under the
Securities  Act  unless the rights so granted are subject in all respects to the
prior rights in full of the Investors set forth herein, and are not otherwise in
conflict  or  inconsistent  with  the provisions of this Agreement and the other
Transaction  Agreements.


6.     INDEMNIFICATION.  In the event any Registrable Securities are included in

     a  Registration  Statement  under  this  Agreement:

(a)     To  the  extent  permitted  by  law, the Company will indemnify and hold
harmless  each  Investor  who  holds such Registrable Securities, the directors,
managers  and  members,  if any, of such Investor, the officers, if any, of such
Investor,  and each person, if any, who controls any Investor within the meaning
of  the  Securities  Act  or  the Exchange Act (each, an "Indemnified Person" or
"Indemnified  Party"),  against  any  losses,  claims,  damages,  liabilities or
expenses  (joint  or  several) incurred (collectively, "Claims") to which any of
them may become subject under the Securities Act, the Exchange Act or otherwise,
     insofar  as  such  Claims  (or actions or proceedings, whether commenced or
threatened,  in  respect  thereof)  arise  out  of  or are based upon any of the
following  statements, omissions or violations in the Registration Statement, or
any  post-effective  amendment  thereof, or any prospectus included therein: (i)
any untrue statement or alleged untrue statement of a material fact contained in
the  Registration  Statement  or  any  post-effective  amendment  thereof or the
omission  or  alleged  omission  to state therein a material fact required to be
stated  therein or necessary to make the statements therein not misleading, (ii)
any untrue statement or alleged untrue statement of a material fact contained in
the  final  prospectus  (as  amended  or  supplemented, if the Company files any
amendment thereof or supplement thereto with the SEC) or the omission or alleged
omission  to  state  therein  any material fact necessary to make the statements
made  therein,  in light of the circumstances under which the statements therein
were  made,  not  misleading  or (iii) any violation or alleged violation by the
Company of the Securities Act, the Exchange Act, any state securities law or any
rule  or  regulation  under  the  Securities  Act, the Exchange Act or any state
securities  law  (the  matters in the foregoing clauses (i) through (iii) being,
collectively,  "Violations").  Subject  to  clause  (b)  of  this Section 6, the
Company  shall  reimburse  the Investors, promptly as such expenses are incurred
and  are  due  and  payable,  for  any  legal  fees or other reasonable expenses
incurred  by  them in connection with investigating or defending any such Claim.
Notwithstanding  anything  to the contrary contained herein, the indemnification
agreement  contained in this Section 6(a) shall not (I) apply to a Claim arising
out of or based upon a Violation which occurs in reliance upon and in conformity
with  information  furnished  in  writing  to the Company by or on behalf of any
Indemnified  Person  expressly for use in connection with the preparation of the
Registration  Statement  or any such amendment thereof or supplement thereto, if
such  prospectus  was  timely  made available by the Company pursuant to Section
3(c)  hereof;  (II)  be available to the extent such Claim is based on a failure
of  the  Investor  to  deliver  or  cause  to  be  delivered the prospectus made
available  by  the  Company;  (III)  apply  to amounts paid in settlement of any
Claim  if  such  settlement is effected without the prior written consent of the
Company,  which consent shall not be unreasonably withheld; or (IV) apply to any
violation  or  alleged violation by an Indemnified Person of the Securities Act,
the  Exchange Act, any state securities laws or any rule or regulation under the
Securities  Act, the Exchange Act, or any state securities laws.   Each Investor
will  indemnify  the  Company  and  its officers, directors and agents (each, an
"Indemnified  Person"  or "Indemnified Party") against any claims arising out of
or  based  upon a Violation which occurs in reliance upon and in conformity with
information  furnished  in  writing  to  the  Company,  by  or on behalf of such
Investor,  expressly  for  use  in  connection  with  the  preparation  of  the
Registration  Statement,  subject  to  such  limitations  and  conditions as are
applicable  to  the  Indemnification  provided by the Company to this Section 6.
Such  indemnity  shall  remain  in  full  force  and  effect  regardless  of any
investigation  made  by  or  on  behalf  of  the  Indemnified  Person.
(b)     Promptly  after  receipt  by  an Indemnified Person or Indemnified Party
under  this Section 6 of notice of the commencement of any action (including any
governmental  action),  such Indemnified Person or Indemnified Party shall, if a
Claim in respect thereof is to be made against any indemnifying party under this
     Section  6,  deliver  to  the  indemnifying  party  a written notice of the
commencement  thereof  and  the  indemnifying  party  shall  have  the  right to
participate  in,  and,  to the extent the indemnifying party so desires, jointly
with  any  other  indemnifying party similarly noticed, to assume control of the
defense thereof with counsel mutually satisfactory to the indemnifying party and
the  Indemnified  Person  or the Indemnified Party, as the case may be.  In case
any  such action is brought against any Indemnified Person or Indemnified Party,
and  it  notifies  the  indemnifying  party  of  the  commencement  thereof, the
indemnifying  party  will be entitled to participate in, and, to the extent that
it  may  wish,  jointly  with  any  other indemnifying party similarly notified,
assume  the  defense  thereof, subject to the provisions herein stated and after
notice  from  the  indemnifying  party to such Indemnified Person or Indemnified
Party  of  its election so to assume the defense thereof, the indemnifying party
will  not  be  liable to such Indemnified Person or Indemnified Party under this
Section  6 for any legal or other reasonable out-of-pocket expenses subsequently
incurred  by such Indemnified Person or Indemnified Party in connection with the
defense  thereof  other  than  reasonable  costs  of  investigation,  unless the
indemnifying  party  shall  not  pursue the action to its final conclusion.  The
Indemnified  Person or Indemnified Party shall have the right to employ separate
counsel  in  any  such action and to participate in the defense thereof, but the
fees  and  reasonable out-of-pocket expenses of such counsel shall not be at the
expense  of  the  indemnifying  party  if the indemnifying party has assumed the
defense  of  the  action with counsel reasonably satisfactory to the Indemnified
Person  or  Indemnified  Party.  The  failure  to  deliver written notice to the
indemnifying  party  within  a  reasonable  time of the commencement of any such
action  shall  not  relieve  such  indemnifying  party  of  any liability to the
Indemnified  Person  or  Indemnified  Party  under this Section 6, except to the
extent  that  the indemnifying party is prejudiced in its ability to defend such
action.  The  indemnification  required  by  this  Section  6  shall  be made by
periodic  payments  of the amount thereof during the course of the investigation
or  defense,  as  such expense, loss, damage or liability is incurred and is due
and  payable.


7.     CONTRIBUTION.  To the extent any indemnification by an indemnifying party
     is  prohibited or limited by law, the indemnifying party agrees to make the
maximum contribution with respect to any amounts for which it would otherwise be
liable  under  Section  6  to  the  fullest  extent  permitted by law; provided,
                                                                       --------
however,  that  (a)  no contribution shall be made under circumstances where the
maker  would  not have been liable for indemnification under the fault standards
set  forth  in  Section  6;  (b)  no  seller of Registrable Securities guilty of
fraudulent  misrepresentation  (within  the  meaning  of  Section  11(f)  of the
Securities Act) shall be entitled to contribution from any seller of Registrable
Securities  who  was  not  guilty  of such fraudulent misrepresentation; and (c)
contribution  by any seller of Registrable Securities shall be limited in amount
to  the  net  amount  of  proceeds received by such seller from the sale of such
Registrable  Securities.


8.     REPORTS  UNDER  EXCHANGE  ACT.  With  a  view  to making available to the
Investors  the  benefits of Rule 144 promulgated under the Securities Act or any
other  similar  rule  or  regulation  of the SEC that may at any time permit the
Investors  to  sell securities of the Company to the public without registration
("Rule  144"),  the  Company  agrees  to:
(c)     make  and  keep  public  information  available,  as  those  terms  are
understood  and  defined  in  Rule  144;
(d)     file  with  the  SEC  in a timely manner all reports and other documents
required  of  the  Company  under  the  Securities  Act  and  the  Exchange Act;
(e)     furnish  to  each  Investor  so  long  as such Investor owns Registrable
Securities,  promptly  upon request, (i) a written statement by the Company that
it  has complied with the reporting requirements of Rule 144, the Securities Act
and  the Exchange Act, (ii) a copy of the most recent annual or quarterly report
of  the Company and such other reports and documents so filed by the Company and
(iii)  such  other  information  as  may  be  reasonably requested to permit the
Investors to sell such securities pursuant to Rule 144 without registration; and
     (d)     cause its counsel to deliver to its transfer agent such opinions of
law as shall be required to remove restrictive legends on the shares to be sold.

9.     ASSIGNMENT  OF  THE  REGISTRATION  RIGHTS.  This  Agreement  shall not be
assignable.

10.     AMENDMENT  OF  REGISTRATION RIGHTS.  Any provision of this Agreement may
be  amended  and  the observance thereof may be waived (either generally or in a
particular  instance  and  either retroactively or prospectively), only with the
written  consent  of  the  Company  and Investors who hold a fifty (50%) percent
interest  of  the  Registrable  Securities.  Any amendment or waiver effected in
accordance  with  this  Section  10  shall be binding upon each Investor and the
Company.

11.     MISCELLANEOUS.
(f)     A  person  or  entity is deemed to be a holder of Registrable Securities
whenever  such  person or entity owns of record such Registrable Securities.  If
the  Company receives conflicting instructions, notices or elections from two or
more  persons  or  entities with respect to the same Registrable Securities, the
Company  shall  act  upon the basis of instructions, notice or election received
from  the  registered  owner  of  such  Registrable  Securities.
(g)     Notices  required  or  permitted to be given hereunder shall be given in
the  manner  contemplated  by  the  Securities Purchase Agreement, (i) if to the
Company  or  to  the  Investors, to their respective address contemplated by the
Securities  Purchase  Agreement,  and  (iii)  if  to any other Investor, at such
address  as  such  Investor shall have provided in writing to the Company, or at
such  other  address  as each such party furnishes by notice given in accordance
with  this  Section  11(b).
(h)     Failure  of  any  party  to  exercise  any  right  or  remedy under this
Agreement  or otherwise, or delay by a party in exercising such right or remedy,
shall  not  operate  as  a  waiver  thereof.
(i)     This  Agreement  shall be governed by and interpreted in accordance with
the  laws  of the State of New York for contracts to be wholly performed in such
state and without giving effect to the principles thereof regarding the conflict
     of  laws.  Each  of the parties consents to the jurisdiction of the federal
courts  whose  districts encompass any part of the City of New York or the state
courts  of  the  State of New York sitting in the City of New York in connection
with  any dispute arising under this Agreement and hereby waives, to the maximum
extent  permitted  by law, any objection, including any objection based on forum
non coveniens, to the bringing of any such proceeding in such jurisdictions.  To
the  extent  determined by such court, the Company shall reimburse the Buyer for
any reasonable legal fees and disbursements incurred by the Buyer in enforcement
of  or  protection  of  any  of  its  rights  under  this  Agreement.
(j)     If  any provision of this Agreement shall be invalid or unenforceable in
any  jurisdiction,  such  invalidity  or  unenforceability  shall not affect the
validity or enforceability of the remainder of this Agreement or the validity or
     enforceability  of  this  Agreement  in  any  other  jurisdiction.
(k)     All pronouns and any variations thereof refer to the masculine, feminine
     or  neuter,  singular  or  plural,  as  the  context  may  require.
(l)     The headings in this Agreement are for convenience of reference only and
     shall  not  limit  or  otherwise  affect  the  meaning  thereof.
(m)     This  Agreement  may  be  executed  in one or more counterparts, each of
which  shall be deemed an original but all of which shall constitute one and the
same  agreement.  This  Agreement, once executed by a party, may be delivered to
the  other  party  hereto  by telephone line facsimile transmission of a copy of
this  Agreement bearing the signature of the party so delivering this Agreement.
(n)     The  Company acknowledges that any failure by the Company to perform its
obligations  under  Section  3(a) hereof, or any delay in such performance could
result in loss to the Investors, and the Company agrees that, in addition to any
other  liability  the  Company  may have by reason of such failure or delay, the
Company  shall  be  liable  for all direct damages caused by any such failure or
delay,  unless  the same is the result of force majeure.  Neither party shall be
liable  for  consequential  damages.

(o)     This Agreement constitutes the entire agreement among the parties hereto
     with  respect  to  the  subject  matter hereof.  There are no restrictions,
promises,  warranties or undertakings, other than those set forth or referred to
herein.  This Agreement supersedes all prior agreements and understandings among
the parties hereto with respect to the subject matter hereof. This Agreement may
be  amended  only  by an instrument in writing signed by the party to be charged
with  enforcement  thereof.

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<PAGE>


     IN  WITNESS  WHEREOF,  the  parties  have  caused this Agreement to be duly
executed  by  their  respective officers thereunto duly authorized as of the day
and  year  first  above  written.
COMPANY:


FLEXXTECH  CORPORATION
By:
Name:
Title:
INVESTORS:

                                Name of Investor
By:
Name:
Title:

                                Name of Investor
By:
Name:
Title:

                                Name of Investor
By:
Name:
Title:

                                Name of Investor
By:
Name:
Title:

                                Name of Investor

<PAGE>

By:
Name:
Title:

                                Name of Investor
By:
Name:
Title:

                                Name of Investor
By:
Name:
Title:

                                Name of Investor
By:
Name:
Title:

                                Name of Investor
By:
Name:
Title:

                                Name of Investor
By:
Name:
Title:

                                Name of Investor