Exhibit 10.2

                                                               EXECUTION VERSION

                          REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION  RIGHTS AGREEMENT (this  "AGREEMENT") is made and entered
into as of March 3,  2014,  between  STEVIA  CORP.,  a Nevada  corporation  (the
"COMPANY"), and NOMIS BAY LTD., a Bermuda company (the "Investor").

     In connection with the Securities Purchase Agreement,  dated as of March 3,
2014,  entered into by the Company and the Investor  (the  "SECURITIES  PURCHASE
AGREEMENT"),  the  Company  has  agreed,  upon  the  terms  and  subject  to the
conditions  of the  Securities  Purchase  Agreement,  to  issue  and sell to the
Investor  certain notes of the Company (the  "NOTES"),  which will,  among other
things,  be convertible  into shares of the Company's  common stock,  $0.001 par
value  per share  (the  "COMMON  STOCK")  to the  Investor  (as  converted,  the
"CONVERSION SHARES") in accordance with the terms of the Notes.

     To induce the Investor to consummate the  transactions  contemplated by the
Securities  Purchase  Agreement,  the  Company  has  agreed to  provide  certain
registration  rights under the 1933 Act of 1933,  as amended,  and the rules and
regulations  thereunder,  or any similar  successor statute  (collectively,  the
"1933 ACT"), and applicable state securities laws.

     The Company and the Investor hereby agrees as follows:

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

     "INITIAL REGISTRATION  STATEMENT" means the initial Registration  Statement
filed pursuant to this Agreement.

     "PERSON"   means  an  individual  or   corporation,   partnership,   trust,
incorporated or  unincorporated  association,  joint venture,  limited liability
company,  joint stock company,  government (or an agency or subdivision thereof)
or other entity of any kind.

     "PROSPECTUS"  means the  prospectus  included in a  Registration  Statement
(including,  without  limitation,  a prospectus  that  includes any  information
previously omitted from a prospectus filed as part of an effective  registration
statement in reliance upon Rule 430A promulgated by the SEC pursuant to the 1933
Act), as amended or supplemented by any prospectus  supplement,  with respect to
the terms of the offering of any portion of the Registrable  Securities  covered
by a Registration  Statement,  and all other  amendments and  supplements to the
Prospectus,  including post-effective  amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

     "EFFECTIVENESS   DEADLINE"   means,   (i)  with   respect  to  the  Initial
Registration  Statement  required to be filed hereunder,  the earlier of (A) the
150th calendar day after the date of hereof in the event that such  Registration
Statement  is subject  to a limited or full  review by the SEC and (B) the fifth
Trading  Day after the date the  Company  is  notified  (orally  or in  writing,
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whichever is earlier) by the SEC that such  Registration  Statement  will not be
reviewed or will not be subject to further review,  and (ii) with respect to any
additional  Registration Statements which may be required pursuant to Section 2,
the  earlier  of (A) the  90th  calendar  day  following  the  date on  which an
additional Registration Statement is required to be filed hereunder in the event
that such  Registration  Statement is subject to a limited or full review by the
SEC and (B) the fifth Trading Day after the date the Company is notified (orally
or in writing, whichever is earlier) by the SEC that such Registration Statement
will not be reviewed or will not be subject to further review.

     "FILING DEADLINE" means, with respect to the Initial Registration Statement
required  hereunder,  the 45th  calendar day following the date hereof and, with
respect to any additional Registration Statements which may be required pursuant
to Section 2, the earliest  practical  date on which the Company is permitted to
file  such  additional   Registration   Statement  related  to  the  Registrable
Securities (taking into account any Staff position with respect to date on which
the Staff will permit such  additional  Registration  Statement to be filed with
the SEC).

     "REGISTRABLE  SECURITIES"  means, as of any date of determination,  (a) all
Conversion  Shares then issuable upon  conversion in full of the Notes (assuming
on such date the Notes are  converted in full without  regard to any  conversion
limitations  therein),  and (b) any securities  issued or then issuable upon any
stock split,  dividend or other distribution,  recapitalization or similar event
with respect to the  foregoing;  provided,  however,  that any such  Registrable
Securities  shall  cease  to be  Registrable  Securities  for so  long  as (x) a
Registration  Statement with respect to the sale of such Registrable  Securities
is  declared  effective  by the SEC  under  the 1933  Act and  such  Registrable
Securities have been disposed of in accordance with such effective  Registration
Statement,  or (y) such  Registrable  Securities  have been  previously  sold in
accordance with Rule 144.

     "REGISTRATION  STATEMENT" means any registration  statement  required to be
filed hereunder  pursuant to Section 2, including (in each case) the Prospectus,
amendments  and  supplements to any such  registration  statement or Prospectus,
including pre- and  post-effective  amendments,  all exhibits  thereto,  and all
material  incorporated by reference or deemed to be incorporated by reference in
any such registration statement.

     "RESTRICTION  TERMINATION DATE" shall have the meaning set forth in Section
2.

     "RULE 144" means Rule 144  promulgated by the SEC pursuant to the 1933 Act,
as such rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC having substantially the same effect as such rule.

     "RULE 415" means Rule 415  promulgated by the SEC pursuant to the 1933 Act,
as such Rule may be amended or  interpreted  from time to time,  or any  similar
rule or regulation  hereafter  adopted by the SEC having  substantially the same
purpose and effect as such Rule.

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     "SEC" means the United States Securities and Exchange Commission.

     Section 2. Registration Statement  Requirements.  The Company shall prepare
and, as soon as  practicable,  but in no event  later than the Filing  Deadline,
file with the SEC the Initial Registration  Statement on Form S-1, or such other
form reasonably acceptable to the Investor,  covering the resale by the Investor
of  24,602,792  of  the  Registrable  Securities.  The  Company  shall  use  its
reasonable best efforts to have such Initial  Registration  Statement,  and each
other Registration  Statement required to be filed pursuant to the terms hereof,
declared effective by the SEC as soon as practicable, but in no event later than
the applicable Effectiveness Deadline. If at any time all Registrable Securities
are not covered by the Initial  Registration  Statement  filed  pursuant to this
Section  2,  the  Company  shall  file  with  the  SEC  one or  more  additional
Registration  Statements so as to cover all of the  Registrable  Securities  not
covered  by the  Initial  Registration  Statement,  in  each  case,  as  soon as
practicable  (taking  into  account any Staff  position  with respect to date on
which the Staff will  permit such  additional  Registration  Statement(s)  to be
filed with the SEC), but in no event later than the applicable  Filing  Deadline
for such  additional  Registration  Statement(s).  If the  staff of the SEC (the
"STAFF")  or  the  SEC  seeks  to  characterize  any  offering   pursuant  to  a
Registration  Statement  filed  pursuant to this  Agreement as  constituting  an
offering of  securities  that does not permit  such  Registration  Statement  to
become  effective  and be used for  resales  by the  Investor  on a  delayed  or
continuous basis under Rule 415 at then-prevailing  market prices (and not fixed
prices) (or as otherwise  may be acceptable  to the  Investor),  or if after the
filing of the  Initial  Registration  Statement  with the SEC  pursuant  to this
Section 2, the Company is  otherwise  required by the Staff or the SEC to reduce
the number of  Registrable  Securities  included  in such  Initial  Registration
Statement, then the Company shall reduce the number of Registrable Securities to
be included in such Initial  Registration  Statement  (with the prior consent of
the Investor as to the specific Registrable  Securities to be removed therefrom)
until  such time as the Staff  and the SEC  shall so  permit  such  Registration
Statement to become effective and be used as aforesaid. Notwithstanding anything
in this  Agreement  to the  contrary,  if after  giving  effect  to the  actions
referred to in the immediately preceding sentence, the Staff or the SEC does not
permit such  Registration  Statement to become effective and be used for resales
by  the  Investor  on  a  delayed  or   continuous   basis  under  Rule  415  at
then-prevailing  market  prices (and not fixed  prices) (or as otherwise  may be
acceptable to the Investor),  the Company shall not request  acceleration of the
effective date of such Registration  Statement,  the Company shall promptly (but
in no event later than 48 hours)  request the  withdrawal  of such  Registration
Statement  pursuant  to Rule 477  under  the  1933  Act,  and the  Effectiveness
Deadline  shall  automatically  be deemed to have  elapsed  with respect to such
Registration Statement at such time as the Staff or the SEC has made a final and
non-appealable  determination  that the SEC will not  permit  such  Registration
Statement  to be so  utilized  (unless  prior to such time the  Company  and the
Investor  have  received  assurances  from  the  Staff  or  the  SEC  reasonably
acceptable  to the  Investor  that a new  Registration  Statement  filed  by the
Company with the SEC promptly  thereafter  may be so utilized).  In the event of
any reduction in Registrable Securities pursuant to this paragraph,  the Company
shall file additional  Registration Statements in accordance with this Section 2

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until such time as all Registrable Securities have been included in Registration
Statements  that have  been  declared  effective  and the  prospectus  contained
therein is available for use by the Investor.

     Section 3. Registration Procedures. If and whenever the Company is required
by the  provisions of Section 2 to effect the  registration  of any  Registrable
Securities under the 1933 Act, the Company will, as expeditiously as possible:

     (a) subject to the timelines  provided in this Agreement,  prepare and file
the  Registration  Statement  with the SEC,  with  respect  to such  Registrable
Securities  and  use  its   commercially   reasonable   efforts  to  cause  such
Registration  Statement  to become  and remain  effective  for the period of the
distribution  contemplated  thereby (determined as herein provided),  respond as
promptly as commercially  practicable to any comments received from the SEC with
respect  to a  Registration  Statement  or any  amendment  thereto  and file any
pre-effective amendments with respect to a Registration Statement as promptly as
reasonable possible, and promptly provide to Investors copies of all filings and
SEC letters of comment  (provided that the Company shall excise any  information
contained  therein  which  would  constitute  material  non-public   information
regarding the Company or any subsidiary) and notify the Investors (by telecopier
or by e-mail  addresses  provided  by the  Investors)  on or before  the  second
business day thereafter that the Company receives notice that (i) the SEC has no
comments or no further  comments  on the  registration  statement,  and (ii) the
registration statement has been declared effective;

     (b) prepare and file with the SEC such  amendments and  supplements to such
Registration Statement and the prospectus used in connection therewith as may be
necessary to keep such  Registration  Statement  effective  and prepare and file
with  the  SEC  such  additional  Registration  Statements  as may  be  required
hereunder and to keep each additional Registration Statement effective;

     (c)  furnish to the  Investors  such  number of copies of the  Registration
Statement  and the  prospectus  included  therein  (including  each  preliminary
prospectus) as such Investors  reasonably may request in order to facilitate the
public sale or their disposition of the securities  covered by such Registration
Statement or make them electronically available;

     (d) use its  commercially  reasonable  efforts to  register  or qualify the
Registrable   Securities  covered  by  such  Registration  Statement  under  the
securities  or "Blue  Sky" laws of such  jurisdictions  as the  Investors  shall
request in writing,  provided,  however, that the Company shall not for any such
purpose be required to qualify to transact business as a foreign  corporation in
any  jurisdiction  where it is not so  qualified  or to  consent  to  service of
process in any such jurisdiction;

     (e) list the Registrable  Securities covered by such Registration Statement
with the principal market or exchange on which the Common Stock is then listed;

     (f) promptly  notify the Investors of the Company's  becoming  aware that a
prospectus  relating  thereto is required to be delivered under the 1933 Act, of

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the happening of any event or passage of time of which the Company has knowledge
as a result of which the prospectus contained in such 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 not misleading in light of the circumstances then existing or
the financial  statements  included  therein  ineligible  for inclusion or which
becomes  subject to a SEC,  state or other  governmental  order  suspending  the
effectiveness  of the  Registration  Statement  covering any of the  Registrable
Securities. Each Investor hereby covenants that it will not sell any Registrable
Securities  pursuant to such prospectus during the period commencing at the time
at which the Company gives such Investor  notice of the suspension of the use of
such  prospectus in accordance with this Section 3(f) and ending at the time the
Company gives such  Investor  notice that such  Investor may  thereafter  effect
sales pursuant to the prospectus, or until the Company delivers to such Investor
or files with the SEC an amended or supplemented prospectus.

     (g) The Company shall  cooperate  with any  broker-dealer  through which an
Investor  proposes to resell its  Registrable  Securities  in effecting a filing
with the FINRA Corporate  Financing  Department  pursuant to FINRA Rule 5110, as
requested  by any such  Investor,  and the  Company  shall  pay the  filing  fee
required by such filing within two (2) business days of request therefor.

     Section 4. Provision of Documents. 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 the Investor that the
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 and
maintain the  effectiveness of the  registration of such Registrable  Securities
and shall execute such  documents in connection  with such  registration  as the
Company may reasonably request.

     Section 5. Expenses. All expenses incurred by the Company in complying with
Section 2, including,  without  limitation,  all  registration  and filing fees,
printing  expenses  (if  required),   fees  and  disbursements  of  counsel  and
independent  public  accountants for the Company,  fees and expenses  (including
reasonable  counsel  fees)  incurred in  connection  with  complying  with state
securities  or  "Blue  Sky"  laws,  fees of the  Financial  Industry  Regulatory
Authority,  Inc.  ("FINRA") in connection with any filing with FINRA pursuant to
FINRA Rule 5110 that may be required to be made by any broker  through  which an
Investor  intends to make sales of Registrable  Securities,  transfer taxes, and
fees of transfer agents and registrars,  are called "REGISTRATION EXPENSES." The
Company will pay all  Registration  Expenses in connection with any Registration
Statement described in Section 2.

     Section 6. Indemnification.

     (a)  In  the  event  any   Registrable   Securities  are  included  in  any
Registration Statement under this Agreement,  to the fullest extent permitted by
law, the Company will, and hereby does, indemnify,  hold harmless and defend the
Investor,  each of its directors,  officers,  shareholders,  members,  partners,

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employees,  agents,  advisors,  representatives  (and any other  Persons  with a
functionally equivalent role of a Person holding such titles notwithstanding the
lack of such title or any other title) and each Person, if any, who controls the
Investor  within the meaning of the 1933 Act or the  Securities  Exchange Act of
1934 Act,  as amended  (the  "1934  Act") and each of the  directors,  officers,
shareholders,  members, partners,  employees, agents, advisors,  representatives
(and any other Persons with a functionally  equivalent  role of a Person holding
such titles  notwithstanding  the lack of such title or any other title) of such
controlling  Persons (each, an "INVESTOR PARTY" and collectively,  the "INVESTOR
PARTIEs"),  against  any  losses,  obligations,  claims,  damages,  liabilities,
contingencies,  judgments, fines, penalties, charges, costs (including,  without
limitation,  court  costs,  reasonable  attorneys'  fees,  costs of defense  and
investigation),  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 Investor 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  or (ii) any untrue
statement  or alleged  untrue  statement  of a material  fact  contained  in any
prospectus (as amended or supplemented)  or in any prospectus  supplement 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  (the  matters in the  foregoing
clauses  (i) and (ii)  being,  collectively,  "VIOLATIONS").  Subject to Section
6(c),  the  Company  shall  reimburse  the  Investor  Parties,  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): (i) shall
not  apply to a Claim  by an  Investor  Party  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  Investor  Party for such  Investor
Party expressly for use in connection with the preparation of such  Registration
Statement,  prospectus or prospectus supplement or any such amendment thereof or
supplement  thereto;  (ii) shall not be  available to the Investor to the extent
such  Claim is based on a failure of the  Investor  to deliver or to cause to be
delivered the  prospectus  (as amended or  supplemented)  made  available by the
Company (to the extent applicable),  including,  without limitation, a corrected
prospectus,  if such  prospectus  (as  amended  or  supplemented)  or  corrected
prospectus  was timely made  available by the Company  pursuant to Section 3 and
then only if, and to the extent  that,  following  the receipt of the  corrected
prospectus  no grounds  for such Claim would have  existed;  and (iii) 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 or delayed. Such indemnity shall remain in full force and
effect  regardless  of any  investigation  made by or on behalf of the  Investor
Party and shall survive the transfer of any of the Registrable Securities by the
Investor pursuant to Section 8(f).

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     (b) In connection with any Registration  Statement in which the Investor is
participating,  the 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 "COMPANY
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 are 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  relating  to the
Investor  furnished  to  the  Company  by  the  Investor  expressly  for  use in
connection with such  Registration  Statement;  and, subject to Section 6(c) and
the below  provisos in this Section 6(b),  the Investor will reimburse a Company
Party any legal or other expenses  reasonably  incurred by such Company Party in
connection with  investigating or defending any such Claim;  provided,  however,
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 the  Investor,  which  consent  shall  not be  unreasonably
withheld or delayed,  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 the Investor as a result of the  applicable  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 Company Party and shall survive the transfer of any
of the Registrable Securities by the Investor pursuant to Section 8(f).

     (c) Promptly  after  receipt by an Investor  Party or Company Party (as the
case may be) under this Section 6 of notice of the commencement of any action or
proceeding   (including,   without   limitation,   any  governmental  action  or
proceeding) involving a Claim, such Investor Party or Company Party (as the case
may  be)  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 Investor Party or the Company Party (as the case may
be); provided,  however, an Investor Party or Company Party (as the case may be)
shall have the right to retain its own  counsel  with the fees and  expenses  of
such counsel to be paid by the indemnifying party if: (i) the indemnifying party
has agreed in writing to pay such fees and expenses; (ii) the indemnifying party
shall have  failed  promptly  to assume the  defense of such Claim and to employ
counsel reasonably  satisfactory to such Investor Party or Company Party (as the
case may be) in any such  Claim;  or (iii) the named  parties  to any such Claim
(including,  without  limitation,  any  impleaded  parties)  include  both  such
Investor Party or Company Party (as the case may be) and the indemnifying party,
and such  Investor  Party or such Company  Party (as the case may be) shall have
been  advised by counsel  that a conflict  of interest is likely to exist if the
same counsel were to represent such Investor Party or such Company Party and the
indemnifying  party (in which case, if such Investor Party or such Company Party
(as the case may be) notifies the  indemnifying  party in writing that it elects

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to employ separate  counsel at the expense of the indemnifying  party,  then the
indemnifying  party  shall not have the right to assume the  defense  thereof on
behalf of the indemnified  party and such counsel shall be at the expense of the
indemnifying party,  provided further that in the case of clause (iii) above the
indemnifying party shall not be responsible for the reasonable fees and expenses
of more than one (1) separate legal counsel for all Investor  Parties or Company
Parties (as the case may be). The Company  Party or Investor  Party (as the case
may be) shall  reasonably  cooperate 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  Company  Party or  Investor  Party (as the case may be) which
relates to such action or Claim. The  indemnifying  party shall keep the Company
Party or Investor Party (as the case may be) reasonably 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,  the  indemnifying  party  shall not  unreasonably  withhold,  delay or
condition its consent.  No indemnifying  party shall,  without the prior written
consent of the Company Party or Investor Party (as the case may be),  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  Company  Party or  Investor  Party (as the case may be) of a
release  from all  liability  in respect to such Claim or  litigation,  and such
settlement  shall  not  include  any  admission  as to  fault on the part of the
Company Party.  For the avoidance of doubt, the immediately  preceding  sentence
shall apply to  Sections  6(a) and 6(b)  hereof.  Following  indemnification  as
provided for hereunder, the indemnifying party shall be subrogated to all rights
of the Company Party or Investor  Party (as the case may be) 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
Investor  Party or  Company  Party (as the case may be) under  this  Section  6,
except to the extent that the  indemnifying  party is  materially  and adversely
prejudiced in its ability to defend such action.

     (d) No Person involved in the sale of Registrable  Securities who is guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933
Act) in connection with such sale shall be entitled to indemnification  from any
Person  involved  in such sale of  Registrable  Securities  who is not guilty of
fraudulent misrepresentation.

     (e) 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;
provided  that the Investor  shall  promptly  reimburse the Company for all such
payments to the extent a court of  competent  jurisdiction  determines  that any
Investor Party was not entitled to such payments.

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

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<PAGE>
     Section  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:  (i) 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 of this  Agreement,  (ii) no Person involved in
the  sale of  Registrable  Securities  which  Person  is  guilty  of  fraudulent
misrepresentation  (within  the  meaning  of  Section  11(f) of the 1933 Act) in
connection  with such sale shall be  entitled  to  contribution  from any Person
involved in such sale of Registrable Securities who was not guilty of fraudulent
misrepresentation;   and  (iii)   contribution  by  any  seller  of  Registrable
Securities shall be limited in amount to the amount of net proceeds  received by
such seller from the applicable sale of such Registrable  Securities pursuant to
such Registration  Statement.  Notwithstanding the provisions of this Section 7,
the Investor shall not be required to contribute,  in the aggregate,  any amount
in excess  of the  amount by which the net  proceeds  actually  received  by the
Investor from the applicable sale of the Registrable  Securities  subject to the
Claim  exceeds the amount of any damages that the Investor  has  otherwise  been
required to pay, or would  otherwise be required to pay under  Section  6(b), by
reason of such  untrue or  alleged  untrue  statement  or  omission  or  alleged
omission.

     Section 8. Miscellaneous.

     (a) Remedies. In the event of a breach by the Company or by the Investor of
any of their respective  obligations  under this Agreement,  the Investor or the
Company,  as the case may be, in  addition to being  entitled  to  exercise  all
rights granted by law and under this Agreement,  including  recovery of damages,
shall be entitled to specific  performance  of its rights under this  Agreement.
Each of the Company and the  Investor  agrees that  monetary  damages  would not
provide  adequate  compensation for any losses incurred by reason of a breach by
it of any of the provisions of this Agreement and hereby further agrees that, in
the event of any action for specific  performance in respect of such breach,  it
shall  not  assert  or shall  waive  the  defense  that a remedy at law would be
adequate.

     (b) Compliance.  The Investor covenants and agrees that it will comply with
the  prospectus  delivery  requirements  of the 1933 Act as  applicable to it in
connection  with sales of  Registrable  Securities  pursuant  to a  Registration
Statement.

     (c)  Piggy-Back  Registrations.  If,  at any time  prior  to the six  month
anniversary of the date hereof, there is not an effective Registration Statement
covering all of the  Registrable  Securities and the Company shall  determine to
prepare and file with the SEC a registration  statement  relating to an offering
for its own  account or the  account of others  under the 1933 Act of any of its
equity securities, other than on Form S-4 or Form S-8 (each as promulgated under
the 1933 Act) or their then  equivalents  relating  to equity  securities  to be
issued solely in connection  with any  acquisition  of any entity or business or
equity  securities  issuable in connection  with the  Company's  stock option or
other employee  benefit plans,  then the Company shall deliver to the Investor a

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<PAGE>
written notice of such  determination and, if within fifteen days after the date
of the delivery of such notice,  the Investor  shall so request in writing,  the
Company  shall  include in such  registration  statement all or any part of such
Registrable  Securities  the  Investor  requests  to  be  registered;  provided,
however,  that the Company  shall not be required  to register  any  Registrable
Securities  pursuant  to  this  Section  8(c)  that  are the  subject  of a then
effective Registration Statement.

     (d)  Amendments  and Waivers.  No provision  of this  Agreement  may be (i)
amended other than by a written instrument signed by both parties hereto or (ii)
waived  other  than in a written  instrument  signed by the party  against  whom
enforcement of such waiver is sought. 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.

     (e)  Notices.  Any and all notices or other  communications  or  deliveries
required or permitted to be provided  hereunder  shall be delivered as set forth
in the Securities Purchase Agreement.

     (f)  Successors and Assigns.  This Agreement  shall inure to the benefit of
and be binding upon the successors and permitted assigns of each of the parties.
The  Company  may not  assign  (except  by  merger)  its  rights or  obligations
hereunder  without the prior written  consent of the Investor.  The Investor may
assign its rights  hereunder  if: (i) the  Investor  agrees in writing with such
transferee or assignee (as the case may be) to assign all or any portion of such
rights,  and a copy of such  agreement  is  furnished  to the  Company  within a
reasonable time after such transfer or assignment (as the case may be); (ii) the
Company is, within a reasonable  time after such transfer or assignment  (as the
case may be),  furnished with written notice of (a) the name and address of such
transferee or assignee (as the case may be), and (b) the securities with respect
to which such registration rights are being transferred or assigned (as the case
may be);  (iii)  immediately  following such transfer or assignment (as the case
may  be) the  further  disposition  of such  securities  by such  transferee  or
assignee  (as the case may be) is  restricted  under the 1933 Act or  applicable
state  securities  laws if so  required;  (iv) at or before the time the Company
receives the written  notice  contemplated  by clause (ii) of this sentence such
transferee  or assignee  (as the case may be) agrees in writing with the Company
to be bound by all of the  provisions  contained  herein;  (v) such  transfer or
assignment  (as the case may be) shall  have been  made in  accordance  with the
applicable  requirements of the Securities Purchase Agreement and the Notes; and
(vi) such transfer or assignment  (as the case may be) shall have been conducted
in accordance with all applicable  federal and state  securities  laws. The term
"Investor"  in this  Agreement  shall  also  include  all such  transferees  and
assignees.

     (g) Execution and  Counterparts.  This  Agreement may be executed in two or
more counterparts,  all of which when taken together shall be considered one and
the same agreement and shall become effective when counterparts have been signed
by each party and delivered to the other party,  it being  understood  that both
parties need not sign the same  counterpart.  In the event that any signature is
delivered by facsimile  transmission  or by e-mail  delivery of a ".pdf"  format
data file,  such  signature  shall create a valid and binding  obligation of the

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<PAGE>
party  executing (or on whose behalf such  signature is executed)  with the same
force and effect as if such facsimile or ".pdf"  signature page were an original
thereof.

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

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

     (j) Headings.  The headings in this Agreement are for convenience  only, do
not  constitute  a part of the  Agreement  and  shall  not be deemed to limit or
affect any of the provisions hereof.


                            (Signature Pages Follow)

                                       11
<PAGE>
     IN WITNESS  WHEREOF,  the parties have  executed this  Registration  Rights
Agreement as of the date first written above.

                                 STEVIA CORP.

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


                                       12
<PAGE>
     IN WITNESS  WHEREOF,  the parties have  executed this  Registration  Rights
Agreement as of the date first written above.

                                 NOMIS BAY LTD.

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

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