REGISTRATION
RIGHTS AGREEMENT
  REGISTRATION
RIGHTS AGREEMENT made this 13th day of March, 2008 by and between The Amacore
Group, Inc., a Delaware corporation (the “Company”), and Vicis Capital Master
Fund, a trust formed under the laws of the Cayman Islands (the
“Holder”).
  R E C I T A L
S:
  WHEREAS,
simultaneously herewith, the Company and the Holder are entering into a
Preferred Stock Purchase Agreement (the “Purchase Agreement”) pursuant to which
the Company is issuing to the Holder 400 shares of its Series G Convertible
Preferred Stock, par value $.001 per share, which are convertible into shares of
the Company’s Class A Common Stock, par value $.001 per share (collectively the
“Acquired Shares”); and
  WHEREAS,
the execution and delivery of this Agreement is a condition to the closing of
the Purchase Agreement.
  NOW
THEREFORE, in consideration of the agreements set forth herein the parties agree
as follows:
  1.           Definitions. As used
in this Agreement, the following terms shall have the following respective
meanings:
  (a)           
“Common Stock” means the Class A Common Stock, $.001 par value per share, of the
Company and any equity securities issued or issuable with respect to the Class A
Common Stock in connection with a reclassification, recapitalization, merger,
consolidation or other reorganization.
  (b)           “Conversion
Shares” means the shares of Common Stock or other equity securities issued or
issuable upon conversion of the Acquired Shares.
  (c)           “Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any similar
Federal statute, and the rules and regulations of the Commission issued under
such Act, as they each may, from time to time, be in effect.
  (d)           “Holder”
shall have the meaning set forth in the Preamble and any of such Holder’s
successors or assigns.
  (e)           “Person”
means any individual, corporation, limited liability company, limited or general
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political
subdivisions thereof.
  (f)           “Registration
Statement” means a registration statement filed by the Company with the
Commission for a public offering and sale of securities of the Company (other
than a registration statement on Form S-8 or Form S-4, or their
successors, or any other form for a limited purpose, or any registration
statement covering only securities proposed to be issued in exchange for
securities or assets of another corporation).
   
  (g)           “Registration
Expenses” means the expenses described in Section 4 of this
Agreement.
  (h)           “Registrable
Securities” means any (i) Conversion Shares and (ii) shares of Common
Stock issued or issuable, directly or indirectly, with respect to the Common
Stock referenced above.  As to any particular Registrable Securities,
such securities shall cease to be Registrable Securities when (i) a
registration statement with respect to the sale of such securities shall have
been declared effective under the Securities Act and such securities shall have
been disposed of in accordance with such registration statement, or
(ii) such securities shall have been sold (other than in a privately
negotiated sale) pursuant to Rule 144 (or any successor provision) under the
Securities Act, or (iii) the Note has been paid in full.
  (i)           “SEC”
means the Securities and Exchange Commission.
  (j)           “Securities
Act” means the Securities Act of 1933, as amended, or any similar Federal
statute, and the rules and regulations of the Commission issued under such Act,
as they each may from time to time, be in effect.
  2.           Piggyback
Registration.  If, at any time, the Company proposes or is
required to register any of its equity securities or securities convertible or
exchangeable for equity securities under the Securities Act (other than pursuant
to (i) registration on such form or similar form(s) solely for registration
of securities in connection with an employee benefit plan or dividend
reinvestment plan, Form S-8 or (ii) a merger, consolidation or
acquisition, Form S-4), whether or not for its own account, the Company
shall give prompt written notice of its intention to do so to each Holder of
record of Registrable Securities.  Upon the written request of any
Holder, made within 10 days following the receipt of any such written notice
(which request shall specify the maximum number of Registrable Securities
intended to be disposed of by such Holder and the intended method of
distribution thereof), the Company shall use its best efforts to cause all such
Registrable Securities, each Holder of which have so requested the registration
thereof, to be registered under the Securities Act (with the securities which
the Company at the time proposes to register) to permit the sale or other
disposition by each Holder (in accordance with the intended method of
distribution thereof) of the Registrable Securities to be so
registered.  There is no limitation on the number of piggyback
registrations pursuant to the preceding sentence which the Company is obligated
to effect.
  3.           Registration
Procedures.
  (a)           If
and whenever the Company is required by the provisions of this Agreement to use
its best efforts to effect the registration of any of the Registrable Securities
under the Securities Act, the Company shall:
  (i)           file
with the Commission a Registration Statement with respect to such Registrable
Securities and use its best efforts to cause that Registration Statement to
become and remain effective;
  (ii)           as
expeditiously as possible prepare and file with the Commission any amendments
and supplements to the Registration Statement and the prospectus included in the
Registration Statement as may be necessary to keep the Registration Statement
effective for a period of not less than nine months from the effective
date;
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  (iii)           as
expeditiously as possible furnish to Holder such reasonable numbers of copies of
the prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as the selling
Stockholder may reasonably request in order to facilitate the public sale or
other disposition of the Registrable Securities owned by the selling Stockholder
and promptly notify the selling stockholder at any time when a prospectus is
required to be delivered under the Securities Act, of the happening of any event
as a result of which the prospectus would include an untrue statement of
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the
circumstances then existing; and
  (iv)           as
expeditiously as possible use its best efforts to register or qualify the
Registrable Securities covered by the Registration Statement under the
securities or Blue Sky laws of such states as the selling stockholders shall
reasonably request, and do any and all other acts and things that may be
necessary or desirable to enable the selling stockholders to consummate the
public sale or other disposition in such states of the Registrable Securities
owned by the selling stockholder; provided, however, that the Company shall not
be required in connection with this Section 3(a) to qualify as a foreign
corporation or execute a general consent to service of process in any
jurisdiction.
  (b)           If
the Company has delivered preliminary or final prospectuses to the Holder and,
after having done so, the prospectus is amended to comply with the requirements
of the Securities Act, the Company shall promptly notify the Holder and, if
requested, the Holder shall immediately cease making offers of Registrable
Securities and return all prospectuses to the Company.  The Company
shall promptly provide the Holder with revised prospectuses and, following
receipt of the revised prospectuses, the Holder shall be free to resume making
offers of the Registrable Securities.
  4.           Allocation of
Expenses.  The Company will pay all Registration Expenses of
all registrations under this Agreement.  For purposes of this Section,
the term “Registration Expenses” shall mean all expenses incurred by the Company
in complying with this Agreement, including, without limitation, all
registration and filing fees, exchange listing fees, printing expenses, fees and
disbursements of counsel for the Company state Blue Sky fees and expenses, and
the expense of any special audits incident to or required by any such
registration, but excluding underwriting discounts, selling commissions and the
fees and expenses of Holder's own counsel.
  5.           Indemnification and
Contribution.
  (a)           In
the event of any registration of any of the Registrable Securities under the
Securities Act pursuant to this Agreement, the Company will indemnify and hold
harmless the seller of such Registrable Securities, and its directors and
officers, each underwriter of such Registrable Securities, and each other
person, if any, who controls such seller or underwriter within the meaning of
the Securities Act or the Exchange Act against any losses, claims, damages or
liabilities, joint or several, to which such seller, underwriter or controlling
person may become subject under the Securities Act, the Exchange Act, state
securities or Blue Sky laws or otherwise, in so far as such losses, claims,
damages or liabilities (or actions in respect thereof): (i) arise out of or are
based upon any untrue statement or alleged untrue statement of any material fact
contained in any Registration Statement under which such Registrable Securities
were registered under the Securities Act, any preliminary prospectus or final
prospectus contained in the Registration Statement, or any amendment or
supplement to such Registration Statement, and any document incorporated therein
by reference; or (ii) arise out of or are based upon the omission or alleged
omission to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; and the Company will reimburse such
seller, underwriter and each such controlling person for any legal or any other
expenses reasonably incurred by such seller, underwriter or controlling person
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any untrue statement or omission made in such
Registration Statement, preliminary prospectus or prospectus, or any such
amendment or supplement, in reliance upon and in conformity with information
furnished to the Company, in writing, by or on behalf of such seller,
underwriter or controlling person specifically for use in the preparation
thereof.
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  (b)           In
the event of any registration of any of the Registrable Securities under the
Securities Act pursuant to this Agreement, each seller of Registrable
Securities, severally and not jointly, will indemnify and hold harmless the
Company, each of its directors, and officers and each underwriter (if any) and
each person, if any, who controls the Company or any such underwriter within the
meaning of the Securities Act or the Exchange Act, against any losses, claims,
damages or liabilities, joint or several, to which the Company, such directors
and officers, underwriters or controlling person may become subject under the
Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement under which
such Registrable Securities were registered under the Securities Act, any
preliminary prospectus or final prospectus contained in the Registration
Statement, or any amendment or supplement to the Registration Statement, or
arise out of or are based upon any omission or alleged omission to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, if the statement or omission was made in reliance upon
and in conformity with information furnished in writing to the Company by or on
behalf of such seller, specifically for use in connection with the preparation
of such Registration Statement, prospectus, amendment or supplement; provided,
however, that the obligations of such seller hereunder shall be limited to an
amount equal to the net proceeds to such seller from Registrable Securities sold
as contemplated herein.
  (c)           Each
party entitled to Indemnification under this Section 5 (the “Indemnified
Party”) shall give notice to the party required to provide indemnification (the
“Indemnifying Party”) promptly after such Indemnified party has actual knowledge
of any claim as to which indemnity may be sought, and shall permit the
Indemnifying Party to assume the defense of any such claim or any litigation
resulting therefrom; provided, that counsel for the Indemnifying Party, who
shall conduct the defense of such claim or litigation, shall be approved by the
Indemnified party (whose approval shall not be unreasonably withheld); and,
provided, further, that the failure of any Indemnified Party to give notice as
provided herein shall not relieve the Indemnifying Party of its obligations
under this Agreement.  The Indemnified Party may participate in such
defense at such party's expense; provided, however, that the Indemnifying Party
shall pay such expense if representation of such Indemnified Party by the
counsel retained by the Indemnifying Party would be inappropriate due to actual
or potential differing interests between the Indemnified Party and any other
party represented by such counsel in such proceeding.  No Indemnifying
Party, in the defense of any such claim or litigation shall, except with the
consent of each Indemnified Party, consent to entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such Indemnified Party of a release from
all liability in respect of such claim or litigation, and no Indemnified Party
shall consent to entry of any judgment or settle such claim or litigation
without the prior written consent of the Indemnifying Party.
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  (d)           If
the indemnification provided for herein is unavailable to or insufficient to
hold harmless an Indemnified Party hereunder, then each Indemnifying Party shall
contribute to the amount paid or payable by such Indemnified Party as a result
of the losses, claims, damages or liabilities (or actions or proceedings in
respect thereof) referred to herein in such proportion as is appropriate to
reflect the relative fault of the Indemnifying Party on the one hand and the
Indemnified Party on the other in connection with the statements, omissions,
actions, or inactions which resulted in such losses, claims, damages or
liabilities.  The relative fault of the Indemnifying Party and the
Indemnified Party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the indemnifying party or the indemnified party, any action or
inaction by any such party, and the parties' relative intent, knowledge, access
to information, and opportunity to correct or prevent such statement, omission,
action, or inaction.  No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.  Promptly after receipt by an Indemnified Party
hereunder of written notice of the commencement of any action, suit, proceeding,
investigation, or threat thereof with respect to which a claim for contribution
may be made against an Indemnifying Party hereunder, such Indemnified Party
shall, if a claim for contribution in respect thereto is to be made against an
Indemnifying Party, give written notice to the Indemnifying Party of the
commencement thereof (if the notice specified herein has not been given with
respect to such action); provided, however, that the
failure to so notify the Indemnifying Party shall not relieve it from any
obligation to provide contribution which it may have to any Indemnified Party
hereunder, except to the extent that the Indemnifying Party is actually
prejudiced by the failure to give notice.
  (e)           T he
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 5 were determined by pro rata allocation or by any
other method of allocation that does not take into account the equitable
considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 5, 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 pursuant to
such Registration Statement.
  (f)           If
indemnification is available hereunder, the Indemnifying Parties shall indemnify
each Indemnified Party to the fullest extent provided herein, without regard to
the relative fault of said Indemnifying Party or Indemnified Party or any other
equitable consideration provided for herein.  The provisions hereof
shall be in addition to any other rights to indemnification or contribution
which any Indemnified Party may have pursuant to law or contract, shall remain
in full force and effect regardless of any investigation made by or on behalf of
any Indemnified Party, and shall survive the transfer of securities by any such
party.
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  6.           Underwritten
Offering.
  (a)           In
the case of any registration effected pursuant to this Agreement, the Company
shall have the right to designate the managing underwriter in any underwritten
offering with the consent of the Holder, which shall not be unreasonably
withheld.
  (b)           In
the event that Registrable Securities are sold pursuant to a Registration
Statement in an underwritten offering, the Company agrees to enter into an
underwriting agreement containing customary representations and warranties with
respect to the business and operations of an issuer of the securities being
registered and customary covenants and agreements to be performed by such
issuer, including without limitation customary provisions with respect to
indemnification by the Company of the underwriters of such
offering.
  7.           SEC Reports. With a
view to making available to the Holder 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 Holder to sell securities of the Company to the
public without registration ("Rule 144"), the Company agrees to: (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 Securities Act and the Exchange Act
so long as the Company remains subject to such requirements and the filing of
such reports and other documents is required for the applicable provisions of
Rule 144; (c) furnish to each Holder so long as such Holder owns Registrable
Securities, promptly upon request, (i) a written statement by the Company, if
true, 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 Holder to sell such securities pursuant to Rule 144 without
registration; and (d) so long as the Holder owns any Registrable Securities, if
the Company is not required to file reports and other documents under the
Securities Act and the Exchange Act, it will make available other information as
required by, and so long as necessary to permit sales of Registrable Securities
pursuant to, Rule 144.
  8.           Governing
Law.  This Agreement and the rights of the parties hereunder
shall be governed in all respects by the laws of the State of New York wherein
the terms of this Agreement were negotiated, without regard to the conflicts of
laws thereof.
  9.           Consent to Jurisdiction;
Waiver of Jury Trial.  EACH OF THE PARTIES TO THIS AGREEMENT
HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF
THE STATE AND FEDERAL COURTS LOCATED THE STATE AND COUNTY OF NEW YORK FOR
PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT
AND THE TRANSACTION DOCUMENTS.  EACH OF THE PARTIES TO THIS AGREEMENT
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH
SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH
PROCEEDING BROUGHT IN ANY SUCH COURTS AND ANY CLAIM THAT ANY SUCH PROCEEDING
BROUGHT IN ANY SUCH COURTS HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.  EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY SUCH LEGAL
PROCEEDING.  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY CONSENTS TO
SERVICE OF PROCESS BY NOTICE IN THE MANNER SPECIFIED IN SECTION 7.6 OF THE
PURCHASE AGREEMENT AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
LAW, ANY OBJECTION SUCH PARTY MAY NOW OR HEREAFTER HAVE TO SERVICE OF PROCESS IN
SUCH MANNER.
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  10.           Amendment.  This
Agreement may not be amended, discharged or terminated (or any provision hereof
waived) without the written consent of the Company and the Holder.
  11.           Successors and
Assigns.  Except as otherwise expressly provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon and
enforceable by and against, the successors, assigns, heirs, executors and
administrators of the parties hereto.  The Holder may assign its
rights hereunder, and the Company may not assign its rights or obligations
hereunder without the consent of the Holder or any of its successors, assigns,
heirs, executors and administrators.
  12.           Further
Assurances.  The parties agree to execute and deliver all such
further documents, agreements and instruments and take such other and further
action as may be necessary or appropriate to carry out the purposes and intent
of this Agreement.
  13.           Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
an original, but all of which together shall constitute one
instrument
  
  
  [SIGNATURE
PAGE FOLLOWS]
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  IN
WITNESS WHEREOF, the parties hereto have hereunto set their hands to this
instrument, as of the date first above written.
     THE
      AMACORE GROUP, INC.
                
                By:  /s/ Clark A.
      Marcus
                Clark
      A. Marcus,
                Chief
      Executive Officer
                
                HOLDER:
                
                VICIS CAPITAL MASTER
      FUND
                By: Vicis Capital
      LLC
                
                
                By:/s/
      Keith
      Hughes
                Name:
      Keith Hughes
                Title:    Chief
      Financial Officer
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