EXHIBIT 10.2



                          REGISTRATION RIGHTS AGREEMENT

     REGISTRATION  RIGHTS  AGREEMENT  (this "Agreement"), dated as of August 14,
2001,  by  and among FLEXXTECH CORPORATION (the "Company"), a corporation formed
under the laws of the State of Nevada, with its principal office located at 5777
W.  Century  Boulevard,  Suite  767,  Los  Angeles,  California  94010  and  the
undersigned  investors  (each, an "Investor" and collectively, the "Investors").

     WHEREAS:
     In  connection  with the Equity Line of Line of Credit Agreement (the "Line
of  Credit  Agreement"),  dated  as of August 14, 2001, by and among the parties
hereto,  the Company has agreed, upon the terms and subject to the conditions of
the  Line of Credit Agreement, to issue and sell to the Investors that number of
shares  of  the  Company's common stock, par value $0.001 per share (the "Common
Stock"),  which  can  be  purchased  pursuant to the terms of the Line of Credit
Agreement  for  an  aggregate  purchase price of up to $10,000,000.  Capitalized
terms  not defined herein shall have the meaning ascribed to them in the Line of
Credit  Agreement.

     To  induce  the  Investors  to  execute  and  deliver  the  Line  of Credit
Agreement,  the  Company has agreed to provide certain registration rights under
the  Securities  Act  of  1933,  as amended, and the rules and regulations there
under,  or  any  similar  successor  statute (collectively, the "1933 Act"), and
applicable  state  securities  laws.

     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.
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     As  used  in  this  Agreement, the following terms shall have the following
meanings:
     a.     "INVESTOR"  means  each  of  the  undersigned  Investors.
     b.     "PERSON"  means  a  corporation,  a  limited  liability  company, an
association,  a  partnership,  an  organization,  a  business,  an individual, a
governmental  or  political  subdivision  thereof  or  a  governmental  agency.
     c.     "REGISTER," "registered," and "registration" refer to a registration
effected by preparing and filing one or more Registration Statements (as defined
below)  in  compliance with the 1933 Act and pursuant to Rule 415 under the 1933
Act  or  any successor rule providing for offering securities on a continuous or
delayed  basis ("RULE 415"), and the declaration or ordering of effectiveness of
such  Registration  Statement(s)  by  the  SEC.
d.     "REGISTRABLE  SECURITIES"  means  the  shares of Common Stock issuable to
Investors  pursuant  to  the  Line  of  Credit  Agreement.
     e.     "REGISTRATION  STATEMENT"  means  a registration statement under the
1933  Act  which  covers  the  Registrable  Securities.
     f.     "SEC"  means  the  United States Securities and Exchange Commission.

2.     REGISTRATION.
       -------------
     a.     Mandatory  Registration.  Within  thirty (30) days after the date of
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this  Agreement,  the Company shall prepare and file with the SEC a Registration
Statement  on  Form S-3 covering the resale of all of the Registrable Securities
whereby  the  number  of shares registered shall be 28,571,428.  If  Form S-3 is
unavailable  for  such  a  registration, the Company shall use Form SB-2 or such
other form as is available for such a registration, subject to the provisions of
Section  2(b).  The  Company  shall  cause  such  Registration  Statement  to be
declared  effective  by  the  SEC  prior  to  the first sale to Investors of the
Company's  Common  Stock  pursuant  to  the  Line  of  Credit  Agreement.

     b.     Ineligibility  for  Form  S-3.  If Form S-3 is not available for the
            -----------------------------
registration  of Registrable Securities hereunder, within thirty (30) days after
the  date  of  this  Agreement  the  Company  shall (i) register the sale of the
Registrable  Securities  on  Form  SB-2  or  another  appropriate  form and (ii)
undertake  to  register  the  Registrable Securities on Form S-3 as soon as such
form  is  available; provided, that the Company shall maintain the effectiveness
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of  the  Registration Statement then in effect until such time as a Registration
Statement  on  Form  S-3  covering  the Registrable Securities has been declared
effective  by  the  SEC.

     c.     Sufficient  Number  of  Shares  Registered.  If the number of shares
            ------------------------------------------
available  under  a  Registration  Statement  filed  pursuant to Section 2(a) is
insufficient  to  cover  all  of the Registrable Securities which Investors have
purchased  pursuant to the Line of Credit Agreement, the Company shall amend the
Registration  Statement, or file a new Registration Statement (on the short form
available  therefore,  if  applicable),  or  both,  so  as  to cover all of such
Registrable  Securities  which  Investors have purchased pursuant to the Line of
Credit Agreement as soon as practicable, but in any event not later than fifteen
(15)  days after the necessity therefore arises.  The Company shall use its best
efforts  to  cause  such  amendment  and/or new Registration Statement to become
effective  as soon as practicable following the filing thereof.  For purposes of
the  foregoing  provision,  the  number of shares available under a Registration
Statement  shall  be  deemed  "insufficient  to  cover  all  of  the Registrable
Securities"  if  at any time the number of Registrable Securities issuable on an
Advance  Notice  Date  is greater than the number of shares available for resale
under  such  Registration  Statement.

d.     Liquidated  Damages.  If either the conditions set forth in Sections 2(a)
       -------------------
or  2(b) are not satisfied as required thereby, then within three (3) days after
the  end of the time periods referenced in Sections 2(a) or 2(b) (the third such
date 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
0.5%  per  month  of  aggregate  market value (computed at the market price then
prevailing)  of  the  Registrable Securities and, until such time as the actions
required  by  Sections  2(a) or 2(a), as the case may be, shall have been taken,
the  same  amount  shall accrue and become payable to the Investors within three
days  on  the  same  day  as  the  Set  Date of each subsequent month until such
Sections  shall  have  been  complied  with.  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.

     e.  No  Other  Securities.  The  Company  agrees  not  to include any other
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securities,  other  than  those  for  the current Regulation D offering, in this
Registration  Statement  without  Investors' prior written consent. Furthermore,
the  Company  agrees  that it will not file any other Registration Statement for
other securities (other than those for the current Regulation D offering), until
ninety (90) days after the Registration Statement for the Registrable Securities
is  declared  effective.

3.     RELATED  OBLIGATIONS.
       ---------------------
     a.     The Company shall keep the Registration Statement effective pursuant
to  Rule  415 at all times until the date on which the Investors shall have sold
all  the  Registrable  Securities  covered  by  such Registration Statement (the
"REGISTRATION  PERIOD"),  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.     The  Company  shall  prepare  and  file with the SEC such amendments
(including  post-effective  amendments)  and  supplements  to  a  Registration
Statement  and  the  prospectus  used  in  connection  with  such  Registration
Statement,  which  prospectus  is  to  be filed pursuant to Rule 424 promulgated
under  the  1933  Act,  as  may be necessary to keep such Registration Statement
effective  at all times during the Registration Period, and, during such period,
comply  with  the  provisions of the 1933 Act with respect to the disposition of
all Registrable Securities of the Company covered by such Registration Statement
until  such  time as all of such Registrable Securities shall have been disposed
of  in  accordance  with  the  intended  methods of disposition by the seller or
sellers  thereof  as  set  forth in such Registration Statement.  In the case of
amendments  and supplements to a Registration Statement which are required to be
filed  pursuant  to  this Agreement (including pursuant to this Section 3(b)) by
reason  of the Company's filing a report on Form 10-KSB, Form 10-QSB or Form 8-K
or  any  analogous  report under the Securities Exchange Act of 1934, as amended
(the  "1934  ACT"), the Company shall have incorporated such report by reference
into the Registration Statement, if applicable, or shall file such amendments or
supplements  with  the SEC on the same day on which the 1934 Act report is filed
which  created  the  requirement  for  the  Company  to  amend or supplement the
Registration  Statement.

c.     The  Company  shall furnish to each Investor whose Registrable Securities
are  included  in  any  Registration Statement, without charge, (i) at least one
copy  of  such  Registration  Statement as declared effective by the SEC and any
amendment(s)  thereto,  including  financial  statements  and  schedules,  all
documents  incorporated  therein by reference, all exhibits and each preliminary
prospectus,  (ii)  ten  (10)  copies  of  the  final prospectus included in such
Registration Statement and all amendments and supplements thereto (or such other
number  of  copies as such Investor may reasonably request) and (iii) such other
documents  as such Investor may reasonably request from time to time in order to
facilitate the disposition of the Registrable Securities owned by such Investor.

d.     The  Company  shall  use its best efforts to (i) register and qualify the
Registrable  Securities  covered  by  a  Registration Statement under such other
securities  or "blue sky" laws of such jurisdictions in the United States as any
Investor reasonably requests, (ii) prepare and file in those jurisdictions, such
amendments  (including  post-effective  amendments)  and  supplements  to  such
registrations  and  qualifications  as  may  be  necessary  to  maintain  the
effectiveness  thereof  during  the  Registration  Period, (iii) take such other
actions as may be necessary to maintain such registrations and qualifications in
effect  at  all  times  during  the Registration Period, and (iv) take all other
actions  reasonably necessary or advisable to qualify the Registrable Securities
for sale in such jurisdictions; provided, that the Company shall not be required
in  connection therewith or as a condition thereto to (w) make any change to its
articles  of  incorporation  or  by-laws,  (x)  qualify  to  do  business in any
jurisdiction  where  it  would not otherwise be required to qualify but for this
Section  3(d),  (y) subject itself to general taxation in any such jurisdiction,
or  (z)  file  a general consent to service of process in any such jurisdiction.
The Company shall promptly notify each Investor who holds Registrable Securities
of the receipt by the Company of any notification with respect to the suspension
of  the  registration  or qualification of any of the Registrable Securities for
sale  under  the securities or "blue sky" laws of any jurisdiction in the United
States  or  its  receipt  of  actual  notice  of the initiation or threat of any
proceeding  for  such  purpose.

e.     As  promptly  as  practicable  after  becoming  aware  of  such  event or
development,  the Company shall notify each Investor in writing of the happening
of  any  event  as  a  result of which the prospectus included in a Registration
Statement, as then in effect, includes an untrue statement of a material fact or
omission  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  (provided that in no event shall such notice contain any
material, nonpublic information), and promptly prepare a supplement or amendment
to such Registration Statement to correct such untrue statement or omission, and
deliver  ten  (10) copies of such supplement or amendment to each Investor.  The
Company  shall  also  promptly  notify  each  Investor  in  writing  (i)  when a
prospectus  or  any  prospectus  supplement or post-effective amendment has been
filed,  and  when  a  Registration Statement or any post-effective amendment has
become  effective (notification of such effectiveness shall be delivered to each
Investor  by  facsimile  on  the  same  day  of such effectiveness), (ii) of any
request  by the SEC for amendments or supplements to a Registration Statement or
related prospectus or related information, and (iii) of the Company's reasonable
determination  that a post-effective amendment to a Registration Statement would
be  appropriate.

f.     The  Company  shall  use  its best efforts to prevent the issuance of any
stop  order or other suspension of effectiveness of a Registration Statement, or
the  suspension  of  the  qualification of any of the Registrable Securities for
sale  in  any  jurisdiction  within the United States of America and, if such an
order  or  suspension  is  issued,  to  obtain  the  withdrawal of such order or
suspension at the earliest possible moment and to notify each Investor who holds
Registrable  Securities  being  sold  of  the  issuance  of  such  order and the
resolution  thereof  or its receipt of actual notice of the initiation or threat
of  any  proceeding  for  such  purpose.

g.     At  the  reasonable request of any Investor, the Company shall furnish to
such  Investor,  on  the date of the effectiveness of the Registration Statement
and  thereafter  from  time  to time on such dates as an Investor may reasonably
request (i) a letter, dated such date, from the  Company's independent certified
public  accountants in form and substance as is customarily given by independent
certified public accountants to underwriters in an underwritten public offering,
and  (ii) an opinion, dated as of such date, of counsel representing the Company
for  purposes of such Registration Statement, in form, scope and substance as is
customarily  given  in  an  underwritten  public  offering,  addressed  to  the
Investors.

h.     The  Company  shall make available for inspection by (i) any Investor and
(ii)  one  firm  of  accountants  or  other  agents  retained  by  the Investors
(collectively,  the "INSPECTORS") all pertinent financial and other records, and
pertinent  corporate  documents and properties of the Company (collectively, the
"RECORDS"), as shall be reasonably deemed necessary by each Inspector, and cause
the  Company's officers, directors and employees to supply all information which
any Inspector may reasonably request; provided, that each Inspector shall agree,
and each Investor hereby agrees, to hold in strict confidence and shall not make
any disclosure (except to an Investor) or use of any Record or other information
which  the  Company  determines  in  good faith to be confidential, and of which
determination  the Inspectors are so notified, unless (a) the disclosure of such
Records  is  necessary  to  avoid  or  correct a misstatement or omission in any
Registration  Statement  or  is  otherwise  required under the 1933 Act, (b) the
release  of such Records is ordered pursuant to a final, non-appealable subpoena
or  order  from a court or government body of competent jurisdiction, or (c) the
information  in  such  Records  has  been made generally available to the public
other  than  by  disclosure in violation of this or any other agreement of which
the  Inspector  and  the  Investor  has knowledge.  Each Investor agrees that it
shall,  upon learning that disclosure of such Records is sought in or by a court
or  governmental  body  of  competent  jurisdiction or through other means, give
prompt notice to the Company and allow the Company, at its expense, to undertake
appropriate  action  to  prevent  disclosure of, or to obtain a protective order
for,  the  Records  deemed  confidential.

i.     The  Company  shall  hold  in  confidence  and not make any disclosure of
information  concerning  any  or  all  of  the Investors provided to the Company
unless (i) disclosure of such information is necessary to comply with federal or
state  securities  laws, (ii) the disclosure of such information is necessary to
avoid or correct a misstatement or omission in any Registration Statement, (iii)
the  release  of  such  information  is  ordered pursuant to a subpoena or other
final,  non-appealable  order  from  a  court  or governmental body of competent
jurisdiction,  or (iv) such information has been made generally available to the
public  other  than  by  disclosure  in violation of this Agreement or any other
agreement.  Upon  learning that disclosure of such information concerning any or
all  of  the  Investors  is  sought  in  or  by  a court or governmental body of
competent  jurisdiction  or  through  other  means, the Company will give prompt
written  notice  to  the  Investors  and  allow the Investors, at the Investors'
expense,  to undertake appropriate action to prevent disclosure of, or to obtain
a  protective  order  for,  such  information.

j.     The  Company  shall  use  its  best  efforts  either  to  cause  all  the
Registrable  Securities  covered by a Registration Statement (i) to be listed on
each  securities exchange on which securities of the same class or series issued
by  the  Company  are  then  listed,  if any, if the listing of such Registrable
Securities  is  then  permitted  under the rules of such exchange or (ii) secure
designation  and  quotation  of  all  the  Registrable Securities covered by the
Registration  Statement  on  the  Nasdaq  National Market or The Nasdaq SmallCap
Market  or,  if,  despite  the  Company's  best efforts to satisfy the preceding
clause  (i)  or  (ii),  the  Company is unsuccessful in satisfying the preceding
clause  (i)  or  (ii),  to  secure  the  inclusion for quotation on the National
Association  of Securities Dealers, Inc. OTC Bulletin Board for such Registrable
Securities.  The  Company  shall  pay  all  fees and expenses in connection with
satisfying  its  obligation  under  this  Section  3(j).

k.     The  Company  shall  cooperate  with  the  Investors who hold Registrable
Securities being offered and, to the extent applicable, to facilitate the timely
preparation  and  delivery  of certificates (not bearing any restrictive legend)
representing the Registrable Securities to be offered pursuant to a Registration
Statement  and  enable such certificates to be in such denominations or amounts,
as  the  case  may be, as the Investors may reasonably request and registered in
such  names  as  the  Investors  may  request.

l.     The  Company  shall  use  its  best  efforts  to  cause  the  Registrable
Securities  covered  by  the  applicable Registration Statement to be registered
with  or  approved  by such other governmental agencies or authorities as may be
necessary  to  consummate  the  disposition  of  such  Registrable  Securities.

m.     The  Company  shall  make  generally available to its security holders as
soon  as  practical,  but not later than ninety (90) days after the close of the
period  covered  thereby,  an  earnings  statement  (in  form complying with the
provisions  of  Rule  158  under  the  1933  Act) covering a twelve-month period
beginning  not  later  than  the  first day of the Company's fiscal quarter next
following  the  effective  date  of  the  Registration  Statement.

n.     The  Company  shall  otherwise  use  its  best efforts to comply with all
applicable  rules and regulations of the SEC in connection with any registration
hereunder.

o.     Within  two (2) business days after a Registration Statement which covers
Registrable  Securities  is  ordered  effective  by  the  SEC, the Company shall
deliver,  and  shall  cause  legal  counsel  for  the Company to deliver, to the
transfer  agent  for  such  Registrable Securities (with copies to the Investors
whose  Registrable  Securities  are  included  in  such  Registration Statement)
confirmation that such Registration Statement has been declared effective by the
SEC  in  substantially  the  form  attached  hereto  as  Exhibit  A.

p.     The Company shall take all other reasonable actions necessary to expedite
and  facilitate  disposition by the Investors of Registrable Securities pursuant
to a Registration Statement and will 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.
       --------------------------------
     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(f) or the first
sentence  of  3(e),  such  Investor  will immediately discontinue disposition of
Registrable  Securities  pursuant to any Registration Statement(s) covering such
Registrable  Securities  until  such  Investor's  receipt  of  the copies of the
supplemented  or  amended  prospectus contemplated by Section 3(e) or receipt of
notice that no supplement or amendment is required.  Notwithstanding anything to
the  contrary,  the Company shall cause its transfer agent to deliver unlegended
certificates for shares of Common Stock to an Investor's purchaser in accordance
with  the  terms  of the Line of Credit Agreement in connection with any sale of
Registrable  Securities  with  respect  to  which an Investor has entered into a
contract  for  sale prior to the Investor's receipt of a notice from the Company
of the happening of any event of the kind described in Section 3(f) or the first
sentence  of  3(e)  and  for  which  the  Investor  has  not  yet  settled.

5.     EXPENSES  OF  REGISTRATION.
       ---------------------------
-     All  expenses  incurred  in  connection  with  registrations,  filings  or
qualifications  pursuant to Sections 2 and 3, 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,
shall  be  borne  by  the  Company.


6.     INDEMNIFICATION.
       ----------------
     With respect to Registrable Securities which are included in a Registration
Statement  under  this  Agreement:
     a.     To the fullest extent permitted by law, the Company will, and hereby
does,  indemnify,  hold  harmless  and  defend  each  Investor,  the  directors,
officers,  partners,  employees, agents, representatives of, and each Person, if
any,  who  controls  any Investor within the meaning of the 1933 Act or the 1934
Act  (each,  an  "INDEMNIFIED  PERSON"),  against  any  losses, claims, damages,
liabilities,  judgments, fines, penalties, charges, costs, reasonable attorneys'
fees,  amounts  paid  in settlement or expenses, joint or several (collectively,
"CLAIMS")  incurred  in investigating, preparing or defending any action, claim,
suit,  inquiry,  proceeding, investigation or appeal taken from the foregoing by
or  before any court or governmental, administrative or other regulatory agency,
body  or  the  SEC, whether pending or threatened, whether or not an indemnified
party is or may be a party thereto ("INDEMNIFIED DAMAGES"), to which any of them
may  become  subject  insofar as such Claims (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon: (i)
any  untrue  statement  or  alleged  untrue  statement  of  a material fact in a
Registration  Statement or any post-effective amendment thereto or in any filing
made  in  connection with the qualification of the offering under the securities
or other "blue sky" laws of any jurisdiction in which Registrable Securities are
offered  ("BLUE  SKY  FILING"),  or  the omission or alleged omission to state 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 any 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 1933 Act, the 1934 Act, any other law,
including,  without  limitation,  any  state  securities  law,  or  any  rule or
regulation  thereunder  relating  to  the  offer  or  sale  of  the  Registrable
Securities  pursuant  to  a Registration Statement (the matters in the foregoing
clauses (i) through (iii) being, collectively, "VIOLATIONS").  The Company shall
reimburse  the  Investors  and  each  such  controlling person, promptly as such
expenses  are  incurred  and  are  due  and  payable,  for  any  legal  fees  or
disbursements  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):  (x)  shall not apply to a Claim by an Indemnified Person 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 such Indemnified Person
expressly  for  use  in  connection  with  the  preparation  of the Registration
Statement  or any such amendment thereof or supplement thereto; (y) shall not be
available  to  the  extent  such  Claim is based on a failure of the Investor to
deliver  or  to  cause  to  be  delivered  the  prospectus made available by the
Company, if such prospectus was timely made available by the Company pursuant to
Section 3(c); and (z) shall not 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.  Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of
the  Indemnified  Person  and  shall  survive  the  resale  of  the  Registrable
Securities  by  the  Investors.

     b.     In  connection  with  a Registration Statement, each Investor agrees
to,  severally  and not jointly indemnify, hold harmless and defend, to the same
extent and in the same manner as is set forth in Section 6(a), the Company, each
of  its directors, each of its officers who signs the Registration Statement and
each Person, if any, who controls the Company within the meaning of the 1933 Act
or  the 1934 Act (each an "INDEMNIFIED PARTY"), against any Claim or Indemnified
Damages  to  which  any of them may become subject, under the 1933 Act, the 1934
Act  or  otherwise, insofar as such Claim or Indemnified Damages arise out of or
is based upon any Violation, in each case to the extent, and only to the extent,
that  such  Violation  occurs  in  reliance  upon and in conformity with written
information  furnished  to  the  Company  by  such Investor expressly for use in
connection  with such Registration Statement; and, subject to Section 6(d), such
Investor  will reimburse any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such Claim; provided, that the
indemnity  agreement  contained  in  this  Section  6(b)  and the agreement with
respect  to  contribution contained in Section 7 shall not apply to amounts paid
in  settlement  of  any  Claim  if such settlement is effected without the prior
written  consent  of  such  Investor,  which  consent  shall not be unreasonably
withheld;  provided,  further,  that  the  Investor  shall  be liable under this
Section  6(b) for only that amount of a Claim or Indemnified Damages as does not
exceed  the net proceeds to such Investor as a result of the sale of Registrable
Securities pursuant to such Registration Statement.  Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of
such  Indemnified  Party  and  shall  survive  the  resale  of  the  Registrable
Securities by the Investors.  Notwithstanding anything to the contrary contained
herein,  the  indemnification  agreement  contained  in  this  Section 6(b) with
respect  to  any  prospectus  shall  not inure to the benefit of any Indemnified
Party  if  the  untrue  statement  or omission of material fact contained in the
prospectus  was corrected and such new prospectus was delivered to each Investor
prior  to  such  Investor's  use  of  the prospectus to which the Claim relates.

c.     Promptly  after  receipt  by  an  Indemnified Person or Indemnified Party
under  this  Section 6 of notice of the commencement of any action or proceeding
(including  any  governmental  action  or  proceeding)  involving  a Claim, 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; provided, that an Indemnified Person
or  Indemnified  Party  shall  have the right to retain its own counsel with the
fees  and  expenses  of not more than one counsel for such Indemnified Person or
Indemnified  Party  to  be paid by the indemnifying party, if, in the reasonable
opinion  of  counsel  retained  by the indemnifying party, the representation by
such counsel of the Indemnified Person or Indemnified Party and the indemnifying
party  would  be  inappropriate  due to actual or potential differing  interests
between  such  Indemnified  Person  or  Indemnified  Party  and  any other party
represented  by  such counsel in such proceeding.  In the case of an Indemnified
Person, legal counsel referred to in the immediately preceding sentence shall be
selected  by  the  Investors  holding  a majority in interest of the Registrable
Securities  included  in  the Registration Statement to which the Claim relates.
The  Indemnified  Party  or  Indemnified  Person  shall cooperate fully with the
indemnifying  party  in  connection  with any negotiation or defense of any such
action  or claim by the indemnifying party and shall furnish to the indemnifying
party  all  information  reasonably  available  to  the  Indemnified  Party  or
Indemnified  Person  which  relates  to  such action or claim.  The indemnifying
party  shall  keep the Indemnified Party or Indemnified Person fully apprised at
all  times  as  to the status of the defense or any settlement negotiations with
respect  thereto.  No  indemnifying  party shall be liable for any settlement of
any  action,  claim  or  proceeding  effected without its prior written consent,
provided,  however, that the indemnifying party shall not unreasonably withhold,
delay  or condition its consent.  No indemnifying party shall, without the prior
written consent of the Indemnified Party or Indemnified Person, consent to entry
of  any judgment or enter into any settlement or other compromise which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to  such Indemnified Party or Indemnified Person of a release from all liability
in  respect  to such claim or litigation.  Following indemnification as provided
for  hereunder,  the indemnifying party shall be subrogated to all rights of the
Indemnified Party or Indemnified Person with respect to all third parties, firms
or  corporations relating to the matter for which indemnification has been made.
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.

d.     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  and  when  bills are received or Indemnified Damages are incurred.

e.     The indemnity agreements contained herein shall be in addition to (i) any
cause  of action or similar right of the Indemnified Party or Indemnified Person
against  the  indemnifying  party  or  others,  and  (ii)  any  liabilities  the
indemnifying  party  may  be  subject  to  pursuant  to  the  law.

7.     CONTRIBUTION.
       -------------
     To the extent any indemnification by an indemnifying party is prohibited or
limited  by  law, the indemnifying party will 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,  that:  (i)  no  seller  of
Registrable  Securities  guilty  of  fraudulent  misrepresentation  (within  the
meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from
any  seller  of  Registrable  Securities  who  was  not  guilty  of  fraudulent
misrepresentation; and (ii) 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  THE  1934  ACT.
       -------------------------------
     With  a  view to making available to the Investors the benefits of Rule 144
promulgated under the 1933 Act or any 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  will:
     a.     make  and  keep  public  information  available,  as those terms are
understood  and  defined  in  Rule  144;
     b.     file with the SEC in a timely manner all reports and other documents
required  of  the  Company  under  the  1933 Act and the 1934 Act so long as the
Company  remains  subject to such requirements (it being understood that nothing
herein  shall  limit  the  Company's obligations under Article VI of the Line of
Credit Agreement) and the filing of such reports and other documents is required
for  the  applicable  provisions  of  Rule  144;
     c.     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 1933 Act and
the  1934  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  render  such  opinions  of  law to the Company's
transfer  agent as may be required to remove legends that restrict the resale of
the  shares.

9.     NO  ASSIGNMENT.
       ---------------
     The  rights  under  this  Agreement  shall  not  be  assignable.

10.     AMENDMENT  OF  REGISTRATION  RIGHTS.
        ------------------------------------
     Provisions  of  this Agreement may be amended only with the written consent
of  the  Company  and  the  Investors.

11.     MISCELLANEOUS.
        --------------
     a.     A Person is deemed to be a holder of Registrable Securities whenever
such  Person owns or is deemed to own of record such Registrable Securities.  If
the  Company receives conflicting instructions, notices or elections from two or
more  Persons 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.
     b.     Any  notices,  consents, waivers or other communications required or
permitted  to  be given under the terms of this Agreement must be in writing and
will  be  deemed  to  have  been  delivered:  (i)  upon  receipt, when delivered
personally;  (ii) upon receipt, when sent by facsimile (provided confirmation of
transmission is mechanically or electronically generated and kept on file by the
sending  party);  or  (iii)  one  business  day  after deposit with a nationally
recognized  overnight  delivery  service, in each case properly addressed to the
party  to  receive  the  same.  The  addresses  and  facsimile  numbers for such
communications  shall  be:
     If  to  the  Company:
     FLEXXTECH  CORPORATION
     5777  W.  Century  Boulevard
     Suite  767
     Los  Angeles,  CA  94010
     Telephone:     (310)  342-0794
     Facsimile:     (310)  342-0791
     Attention:     Greg  Mardock,  Chief  Executive  Officer

with  a  copy  to:
Bell,  Nunnally  &  Martin  LLP
3232  McKinney  Avenue
Suite  1400
Dallas,  TX  75204-2429
Telephone:     (214)  740-1400
Facsimile:     (214)  740-1499
Attention:     William  E.  Swart,  Esq.

     If  to  an Investor, to its address and facsimile number on the Schedule of
Investors attached hereto, with copies to McGuireWoods, LLP, 9 West 57th Street,
Suite  1620, New York, NY 10019, Attention: William A. Newman, Esq., and also to
such  Investor's  representatives  as  may  be  set  forth  on  the  Schedule of
Investors,  or  to  such  other  address  and/or  facsimile number and/or to the
attention  of  such other person as the recipient party has specified by written
notice  given  to  each other party five days prior to the effectiveness of such
change.  Written  confirmation  of  receipt  (A)  given by the recipient of such
notice,  consent,  waiver  or  other  communication,  (B)  mechanically  or
electronically  generated by the sender's facsimile machine containing the time,
date,  recipient  facsimile  number  and  an  image  of  the  first page of such
transmission  or (C) provided by a courier or overnight courier service shall be
rebuttable  evidence of personal service, receipt by facsimile or receipt from a
nationally  recognized overnight delivery service in accordance with clause (i),
(ii)  or  (iii)  above,  respectively.
     c.     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.
     d.     The  corporate  laws  of the State of Nevada shall govern all issues
concerning  the  relative  rights  of  the  Company  and  the  Investors  as its
stockholders.  All  other  questions  concerning  the  construction,  validity,
enforcement  and  interpretation  of  this  Agreement  shall  be governed by the
internal  laws  of the State of New York, without giving effect to any choice of
law  or  conflict  of law provision or rule (whether of the State of New York or
any  other  jurisdiction)  that  would  cause the application of the laws of any
jurisdiction  other  than  the State of New York.  Each party hereby irrevocably
submits  to  the  non-exclusive  jurisdiction  of  the  state and federal courts
sitting  in  the City of New York, Borough of Manhattan, for the adjudication of
any  dispute  hereunder  or  in  connection  herewith  or  with  any transaction
contemplated  hereby  or  discussed  herein,  and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action
or  proceeding  is  brought  in  an inconvenient forum or that the venue of such
suit,  action  or  proceeding is improper.  Each party hereby irrevocably waives
personal  service  of  process  and consents to process being served in any such
suit,  action  or  proceeding  by  mailing  a  copy thereof to such party at the
address for such notices to it under this Agreement and agrees that such service
shall  constitute  good  and  sufficient  service of process and notice thereof.
Nothing  contained herein shall be deemed to limit in any way any right to serve
process  in  any  manner  permitted  by law.  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  in  that  jurisdiction  or  the  validity  or
enforceability  of  any  provision  of this Agreement in any other jurisdiction.
EACH  PARTY  HEREBY  IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST,  A  JURY  TRIAL  FOR  THE  ADJUDICATION  OF ANY DISPUTE HEREUNDER OR IN
CONNECTION  HEREWITH  OR  ARISING  OUT  OF  THIS  AGREEMENT  OR  ANY TRANSACTION
CONTEMPLATED  HEREBY.

e.     This  Agreement,  the  Line  of Credit Agreement and the Escrow Agreement
constitute  the  entire  agreement  among the parties hereto with respect to the
subject  matter  hereof  and  thereof.  There  are  no  restrictions,  promises,
warranties or undertakings, other than those set forth or referred to herein and
therein.  This  Agreement, the Line of Credit Agreement and the Escrow Agreement
supersede  all prior agreements and understandings among the parties hereto with
respect  to  the  subject  matter  hereof  and  thereof.


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

g.     This  Agreement  may  be executed in multiple 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 facsimile transmission of a copy of this Agreement bearing
the  signature  of  the  party  so  delivering  this  Agreement.

h.     Each  party  shall do and perform, or cause to be done and performed, all
such  further  acts  and  things,  and  shall execute and deliver all such other
agreements,  certificates,  instruments  and  documents,  as the other party may
reasonably  request in order to carry out the intent and accomplish the purposes
of  this Agreement and the consummation of the transactions contemplated hereby.

i.     All  consents  and  other  determinations  to  be  made  by the Investors
pursuant  to  this  Agreement  shall be made, unless otherwise specified in this
Agreement,  by  Investors  holding  a  majority  of  the Registrable Securities.

j.     The  language  used  in  this Agreement will be deemed to be the language
chosen  by  the  parties  to  express their mutual intent and no rules of strict
construction  will  be  applied  against  any  party.

k.     This  Agreement  is intended for the benefit of the parties hereto and is
not  for  the benefit of, nor may any provision hereof be enforced by, any other
Person.

<PAGE>
IN  WITNESS  WHEREOF, the parties have caused this Registration Rights Agreement
to  be  duly  executed  as  of  day  and  year  first  above  written.
FLEXXTECH  CORPORATION
By:  ________________________________
Name:  Greg  Mardock
Title:   Chief  Executive  Officer


By:  DRH  Investment  Company,  LLC
By:  ________________________________
Name:  Alfred  Hahnfeldt
Title:   Managing  Member


By:
By:  ________________________________
Name:
Title:


<PAGE>
                              SCHEDULE OF INVESTORS

<TABLE>
<CAPTION>

<S>                            <C>                                 <C>                              <C>
                          INVESTOR ADDRESS           INVESTOR'S REPRESENTATIVES'  ADDRESS  INVESTOR'S COUNSEL ADDRESS
  INVESTOR NAME          AND FACSIMILE NUMBER               AND FACSIMILE NUMBER             AND FACSIMILE NUMBER
  -------------          --------------------               --------------------            ------------------------
    DRH  Investment    57 Post Road East, Suite 750,     May  Davis  Group,  Inc.             McGuire  Woods LLP
    Company LLC        Westport,CT  06880                c/o National Securities,             9 West 57th Street
                       203-899-1322                      28th  Floor                          Suite  1620
                                                         120  Broadway                        New  York,  NY  10019
                                                         New  York,  NY  10271               (212)  548-2150
                                                         May  Davis  Group,  Inc.             Joseph  B. LaRocco
   Dutchess Private    100  Mill  Plain  Rd.             c/o  National  Securities,           49  Locust  Avenue
   Equities Fund, LP   3rd  Floor                        28th  Floor                          Suite  107
                       Danbury,  CT  06811               120  Broadway                        New Canaan,  CT  06840
                       203-791-3839                      New  York,  NY  10271                (203)  966-0363


</TABLE>










<PAGE>
                                    EXHIBIT A
                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT
[TRANSFER  AGENT]
Attn:
     Re:     FLEXXTECH  CORPORATION
             ----------------------
Ladies  and  Gentlemen:
     We  are  counsel  to  Flexxtech  Corporation,  a  Nevada  corporation  (the
"COMPANY"),  and  have  represented  the Company in connection with that certain
Equity Line of Credit Agreement (the "LINE OF CREDIT AGREEMENT") entered into by
and  among  the  Company  and  the  investors  named  therein (collectively, the
"INVESTORS") pursuant to which the Company issued to the Investors shares of its
Common  Stock, no par value (the "COMMON STOCK"). Pursuant to the Line of Credit
Agreement,  the  Company  also  has entered into a Registration Rights Agreement
with  the  Investors (the "REGISTRATION RIGHTS AGREEMENT") pursuant to which the
Company  agreed,  among other things, to register the Registrable Securities (as
defined  in the Registration Rights Agreement) under the Securities Act of 1933,
as amended (the "1933 ACT").  In connection with the Company's obligations under
the  Registration  Rights  Agreement, on ____________ ____,  the Company filed a
Registration  Statement  on  Form  ________  (File  No.  333-_____________) (the
"REGISTRATION  STATEMENT")  with  the  Securities  and  Exchange Commission (the
"SEC")  relating to the Registrable Securities which names each of the Investors
as  a  selling  stockholder  there  under.

     In  connection with the foregoing, we advise you that a member of the SEC's
staff  has  advised  us by telephone that the SEC has entered an order declaring
the  Registration  Statement  effective  under  the  1933  Act at [ENTER TIME OF
EFFECTIVENESS]  on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after
telephonic  inquiry  of  a  member  of  the  SEC's  staff,  that  any stop order
suspending  its  effectiveness  has been issued or that any proceedings for that
purpose  are  pending  before,  or  threatened  by,  the SEC and the Registrable
Securities  are  available  for  resale  under  the  1933  Act  pursuant  to the
Registration  Statement.

     Very  truly  yours,
     [ISSUER'S  COUNSEL]

By:
cc:     [LIST  NAMES  OF  INVESTORS]