REGISTRATION RIGHTS AGREEMENT

     This  Registration  Rights Agreement (the  "Agreement") is made and entered
into as of this 3rd day of May, 2006 by and among New World Entertainment Corp.,
a Nevada  corporation  (the  "Company") and the "Lenders"  named in that certain
Loan Agreement by and among the Company (the "Loan Agreement").

     The parties hereby agree as follows:

     1. Certain Definitions.

     As used in this  Agreement,  the  following  terms shall have the following
meanings:

     "Affiliate"  means,  with  respect to any person,  any other  person  which
directly or indirectly  controls,  is controlled  by, or is under common control
with, such person.

     "Business Day" means a day, other than a Saturday or Sunday, on which banks
in Las Vegas, Nevada are open for the general transaction of business.

     "Common Stock" shall mean the Company's common stock,  $.001 par value, and
any securities into which such shares may hereinafter be reclassified.

     "Lenders"  shall mean the Lenders  identified in the Loan Agreement and any
Affiliate or permitted  transferee  of any Lender who is a subsequent  holder of
the Note or the Registrable Securities.

     "Prospectus"  shall  mean  the  prospectus  included  in  any  Registration
Statement, 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  such  Registration  Statement  and  by  all  other  amendments  and
supplements  to the  prospectus,  including  post-effective  amendments  and all
material incorporated by reference in such prospectus.

     "Register," "registered" and "registration" refer to a registration made by
preparing and filing a Registration  Statement or similar document in compliance
with the  1933 Act (as  defined  below),  and the  declaration  or  ordering  of
effectiveness of such Registration Statement or document.

     "Registrable  Securities"  shall mean (i) 10,833,333 shares of Common Stock
issuable as prepaid interest on the Notes, and (ii) any other securities  issued
or issuable with respect to or in exchange for Registrable Securities; provided,
that, a security shall cease to be a Registrable Security upon (A) sale pursuant
to a Registration Statement or Rule 144 under the 1933 Act, or (B) such security
becoming eligible for sale by the Investors pursuant to Rule 144(k).

     "Registration  Statement"  shall  mean any  registration  statement  of the
Company  filed  under  the  1933  Act  that  covers  the  resale  of  any of the
Registrable Securities pursuant to the provisions of this Agreement,  amendments
and  supplements  to  such  Registration  Statement,   including  post-effective
amendments,  all  exhibits and all  material  incorporated  by reference in such
Registration Statement.

     "Required   Investors"  mean  the  Investors  holding  a  majority  of  the
Registrable Securities.

     "SEC" means the U.S. Securities and Exchange Commission.

<PAGE>
     "Shares" means 10,833,333 shares of Common Stock issued as prepaid interest
pursuant to the terms of the Notes.

     "1933 Act" means the Securities Act of 1933, as amended,  and the rules and
regulations promulgated thereunder.

     "1934 Act" means the Securities  Exchange Act of 1934, as amended,  and the
rules and regulations promulgated thereunder.

     2. Registration.

          2.1(a) Registration Statement.  The Company shall use its best efforts
to  prepare  and file a  Registration  Statement  on a form  that  shall  (A) be
available  for the sale of the  Registrable  Securities by the Investors and (B)
comply as to form with the  requirements  of the  applicable  form on which such
Registration Statement is filed and include all financial statements required by
the SEC to be filed  therewith  ("REGISTRATION  STATEMENT")  with the SEC within
forty five (45) days of the  Closing  Date to provide  for the offer and sale of
the  Registrable  Securities  and  shall  use its  best  efforts  to  cause  the
Registration  Statement  to become  effective  under  the Act no later  than the
earlier of (i) one hundred and twenty (120) days after the Closing Date and (ii)
the sixth (6th) business day following the date on which the Company is notified
by the SEC that such Registration Statement will not be reviewed or is no longer
subject  to further  review and  comments;  provided,  however,  that if the SEC
determines  to perform a full  review of the  Registration  Statement,  such one
hundred and twenty (120) day period shall be extended to one hundred fifty (150)
days  ("EFFECTIVE  DATE").  The  Registration  Statement  filed pursuant to this
Section  2.1(a) may,  at the  Company's  discretion  and with the consent of the
Required  Investors include securities of the Company other than the Registrable
Securities.

          2.2 Piggyback Registration.

          (a)  From and  after  the  Closing  Date and  until  such  time as the
Registrable  Securities  are freely  saleable  under Rule 144(k)  without volume
limitations,  if the Company shall determine to proceed with the preparation and
filing of a  Registration  Statement in connection  with the proposed  offer and
sale of any of its securities by it or any of its security holders (other than a
registration  statement on Form S-4,  S-8, any  successor  form thereto or other
limited purpose form), the Company will give written notice of its determination
to all record Investors of the Registrable  Securities at least twenty (20) days
prior to filing.  Upon receipt of a written  request from any such Holder within
twenty (20) days after receipt of any such notice from the Company,  the Company
will, except as herein provided,  cause all the Registrable  Securities owned by
such Investors to be included in such Registration  Statement in order to permit
the sale or other  disposition  by the  prospective  seller  or  sellers  of the
Registrable Securities to be so registered. If any registration pursuant to this
Section 2.2 shall be  underwritten  in whole or in part, the Company shall cause
the Registrable  Securities requested for inclusion pursuant to this Section 2.2
to be  included  in the  underwriting  on the same terms and  conditions  as the
securities  otherwise being sold through the underwriters,  except to the extent
provided  in  Section  2.2(b)  below.  In such  event the right of any Holder to
registration  shall be conditioned  upon such  underwriting and the inclusion of
such Holder's Registrable Securities in such underwriting to the extent provided
in Section 2.2(b) below. All Investors  proposing to distribute their securities
through  such  underwriting  shall  (together  with the  Company  and the  other
investors distributing their securities through such underwriting) enter into an
underwriting agreement with the underwriters'  representative for such offering;

<PAGE>
provided that such holders shall have no right to  participate  in the selection
of the  underwriters  for an  offering  pursuant  to this  Section  2.2(a).  The
obligation  of the Company  under this  Section 2.2 shall be unlimited as to the
number of  Registration  Statements  to which it  applies.  Notwithstanding  the
foregoing,  to the extent that all  Registrable  Securities are registered on an
effective Registration Statement on Form SB-2, the Company shall not be required
to provide notice to Investors of the  preparation  and filing of a registration
statement in connection with the proposed  nonunderwritten offer and sale of any
of its  securities  and the  Investors  shall not be  entitled  to  include  any
Registrable Securities on such registration statement.

          (b) In connection with an underwritten public offering for the account
of the Company,  if, in the opinion of the underwriters'  representative  market
factors (including, without limitation, the aggregate number of shares of Common
Stock requested to be registered,  the general condition of the market,  and the
status of the persons proposing to sell securities pursuant to the registration)
require  a  limitation  of  the  number  of  shares  to  be  underwritten,   the
underwriters' representative may exclude some or all Registrable Securities from
such registration and underwriting and the Company shall be obligated to include
in such  Registration  Statement  only such limited  portion of the  Registrable
Securities  with  respect  to  which  the  Investors  have  requested  inclusion
hereunder  as the  underwriters  shall  permit.  Any  exclusion  of  Registrable
Securities  shall  be made pro rata  among  the  Investors  seeking  to  include
Registrable  Securities,  in proportion to the number of Registrable  Securities
sought to be included by such holder; provided,  however, that the Company shall
not exclude any Registrable Securities unless the Company has first excluded all
outstanding securities, the investors of which are not contractually entitled to
inclusion  of  such  securities  in  such  Registration  Statement  or  are  not
contractually  entitled to pro rata inclusion with the  Registrable  Securities;
and provided,  further,  however,  that,  after giving effect to the immediately
preceding  proviso,  any exclusion of Registrable  Securities  shall be made pro
rata  with  holders  of  other  securities  having  the  right to  include  such
securities in the Registration  Statement.  No Registrable  Securities  excluded
from the underwriting by reason of this Section 2.2(b) shall be included in such
Registration Statement.


         3.1 Registration Procedures. If and whenever the Company is required by
the provisions of Sections 2.1 or 2.2 to effect the registration of Registrable
Securities under the Securities Act, the Company will:

          (a) use its best  efforts to cause such a  Registration  Statement  to
become and remain  effective for a period of two (2) years;  provided,  however,
that any  Registration  Statement  filed  pursuant  to  Section  2.2 may be kept
effective for such lesser period of time until which all Registrable  Securities
included thereunder are freely saleable (without restriction, except with regard
to  Registrable  Securities  held by persons  deemed to be  "affiliates"  of the
Company) or have been  disposed of pursuant to a  registration  statement or all
transfer restrictions or legends have otherwise been removed;

<PAGE>
          (b) prepare and file with the SEC such amendments to such Registration
Statement  and  supplements  to  the  prospectus  contained  therein  as  may be
necessary to keep such Registration  Statement  effective for the period of time
described in paragraph (a) above;

          (c) furnish to the Investors  participating in such  registration such
reasonable  number  of  copies  of  such  Registration  Statement,   preliminary
prospectus,  final  prospectus and such other documents as such  underwriters or
selling  shareholders  may reasonably  request in order to facilitate the public
offering of such securities;

          (d) use its best efforts to register or qualify the securities covered
by the  Registration  Statement under such state  securities or blue sky laws of
such  jurisdictions as such  participating  Investors may reasonably  request in
writing  within  twenty  (20)  days  following  the  original   filing  of  such
Registration  Statement,  except that the  Company  shall not for any purpose be
required to execute a general  consent to service of process or to qualify to do
business  as a foreign  corporation  in any  jurisdiction  wherein  it is not so
qualified;

          (e)  in  the  event  that  a  registration  involves  an  underwritten
offering,   enter  into  and  perform  its  obligations  under  an  underwriting
agreement, in usual and customary form, including, without limitation, customary
indemnification and contribution  obligations,  with the managing underwriter or
such offering;

          (f) notify the Investors participating in such registration, promptly,
and in no event  later  than  two (2)  business  days  after,  the  Registration
Statement has become effective or a supplement to any prospectus  forming a part
of the Registration Statement has been filed;

          (g) notify such  Investors  promptly of any request by the SEC for the
amending or  supplementing  the  Registration  Statement  or  prospectus  or for
additional information;

          (h)  notify  such  Investors  promptly  of  the  Company's  reasonable
determination  that a  post-effective  amendment to a Registration  Statement or
prospectus would be appropriate;

          (i)  prepare and file with the SEC,  promptly  upon the request of any
such Investors,  any amendments or supplements to the Registration  Statement or
prospectus which, in the opinion of counsel for such Investors (and concurred in
by counsel for the Company),  is required  under the Securities Act or the rules
and  regulations   thereunder  in  connection  with  the   distribution  of  the
Registrable Securities;

          (j) prepare and promptly  file with the SEC and  promptly  notify such
Investors of the filing of such  amendment  or  supplement  to the  Registration
Statement  or  prospectus  as may be  necessary  to correct  any  statements  or
omissions  if, at the time when a  prospectus  relating  to such  securities  is
required to be delivered under the Securities Act, any event shall have occurred
as the result of which any such  prospectus  or any other  prospectus as then in
effect would include an untrue statement of a material fact or omit to state any
material  fact  necessary to make the  statements  therein,  in the light of the
circumstances in which they were made, not misleading;

<PAGE>
          (k) advise such  Investors,  promptly after it shall receive notice or
obtain  knowledge  thereof,  of  the  issuance  of any  stop  order  by the  SEC
suspending the effectiveness of the Registration  Statement or the initiation or
threatening of any proceeding for that purpose and promptly use its best efforts
to prevent the  issuance of any stop order or to obtain its  withdrawal  if such
stop order should be issued;

          (l) at the  request  of  Investors  of a majority  of the  Registrable
Securities included in the Registration  Statement,  furnish to the underwriters
or  selling  shareholders  on the  date  that  the  Registrable  Securities  are
delivered to underwriters for sale in connection with a registration pursuant to
this Agreement (i) an opinion,  dated such date, of the counsel representing the
Company  for the  purposes of such  registration,  in form and  substance  as is
customarily given to underwriters in an underwritten public offering,  addressed
to the  underwriters  and (ii) a letter  dated such date,  from the  independent
certified  accountants  of the Company,  in form an substance as is  customarily
given  by  independent  certified  public  accountants  to  underwriters  in  an
underwritten public offering, addressed to the underwriters;

          (m) make available for inspection by any underwriters participating in
an offering covering  Registrable  Securities,  and the counsel,  accountants or
other agents retained by any such underwriter, all pertinent financial and other
records,  corporate  documents,  and  properties  of the Company,  and cause the
Company's officers, directors and employees to supply all information reasonably
requested by any such underwriters in connection with such offering;

          (n) to the  extent  the  Registration  Statement  is not filed on Form
SB-2,  convert such  Registration  Statement to Form SB-2 as soon as  reasonably
practicable  following the Company becoming  eligible to register  securities on
Form SB-2;

          (o) if the  Common  Stock  is then  listed  on a  national  securities
exchange,  cause the Registrable Securities to be listed on such exchange, or if
reported on Nasdaq, to be reported on Nasdaq;

          (p)  provide a  transfer  agent and  registrar,  which may be a single
entity, for the Registrable  Securities not later than the effective date of the
Registration Statement in which Registrable Securities are included; and

          (q) comply with all applicable rules and regulations of the Commission
and  make  generally  available  to  its  security  holders  earning  statements
satisfying  the  provisions of Section 11(a) of the  Securities Act and Rule 158
thereunder  no later than forty five (45) days after the end of any twelve  (12)
month  period (or ninety (90) days after the end of any twelve (12) month period
if such period is a fiscal year) commencing on the first day of the first fiscal
quarter  of the  Company,  after the  effective  date of the Shelf  Registration
Statement, which statements shall cover said twelve (12) month period.

          3.2 Expenses. With respect to each inclusion of Registrable Securities
in a Registration  Statement  pursuant to Sections 2.1 and 2.2 hereof, the fees,
costs and expenses of registration to be borne by the Company shall include, all
registration,  filing, and NASD fees; printing expenses,  fees and disbursements
of counsel and accountants for the Company; all legal fees and disbursements and

<PAGE>
other  expenses  of  complying  with  state  securities  or blue sky laws of any
jurisdictions  in which the  securities to be offered are to be  registered  and
qualified.  Fees and  disbursements  of counsel and  accountants for the selling
security  Investors  shall be  borne  by the  selling  security  Investors,  and
security Investors  participating in such registration shall bear their pro rata
share of the underwriting  discounts and commissions and transfer taxes. If NASD
Rule 2710 or any similar rule requires any  broker-dealer to make a filing prior
to executing a sale of Registrable Securities,  the Company shall make an Issuer
Filing with the NASD Corporate  Financing  Department pursuant to NASD Rule 2710
and respond within five (5) business days to any comments received from the NASD
in connection therewith.


          4. Certain Obligations of Investors

          (a) Each  Holder  agrees  that,  upon  receipt of any notice  from the
Company  of the  happening  of (i) any event of the kind  described  in  3.1(g),
3.1(h),  3.1(i),  3.1(j)  or  3.1(k)  hereof,  or  (ii) a  determination  by the
Company's  Board  of  Directors  that  it is  advisable  to  suspend  use of the
prospectus for a discrete period of time due to pending  corporate  developments
such as negotiation  of a material  transaction  which the Company,  in its sole
discretion  after  consultation  with  legal  counsel,  determines  it  would be
obligated to disclose in the Shelf Registration Statement,  which disclosure the
Company  believes  would be premature or otherwise  inadvisable  at such time or
would have a material adverse effect on the Company and its  stockholders,  such
Holder will forthwith  discontinue  disposition of such  Registrable  Securities
covered by the Shelf  Registration  Statement or prospectus  until such Holder's
receipt of the copies of the supplemented or amended prospectus  contemplated by
Section  3.1  hereof,  or until such Holder is advised in writing by the Company
that the use of the  applicable  prospectus  may be  resumed,  and has  received
copies of any additional or supplemental filings that are incorporated or deemed
to be incorporated by reference in such prospectus.  The period of time in which
the use of a prospectus or Shelf Registration Statement is so suspended shall be
referred to as a "BLACK-OUT PERIOD." The Company agrees to so advise such Holder
promptly of the commencement and termination of any such Black-Out  Period,  and
the Holder agrees to keep the fact of such Black-Out  Period  confidential.  The
Company  shall not impose a Black-Out  Period under this Section 4 for more than
thirty (30)  consecutive  days and not more than twice in any given  twelve (12)
month  period;  provided,  that at least  ninety  (90) days  must  pass  between
Black-Out Periods.  Notwithstanding  the foregoing,  the Company may suspend the
effectiveness  of  any  Shelf  Registration  Statement  if  the  SEC  rules  and
regulations  prohibit the Company from maintaining the  effectiveness of a Shelf
Registration  because  its  financial  statements  are  stale at a time when its
fiscal year has ended or it has made an acquisition  reportable  under Item 2 of
Form 8-K or any other similar situation until the earliest time in which the SEC
would allow the Company to re-effect a Shelf  Registration  Statement  (provided
that  the  Company  shall  use its  reasonable  best  efforts  to cure  any such
situation as soon as possible so that the Shelf  Registration  Statement  can be
made effective at the earliest  possible  time).  The Company shall not effect a
Black-Out  Period  unless the Company  also  institutes  such  Black-Out  Period
against  sales  under  any  Registration  Statements  on Form  S-8 or any  other
registration  statement  that the Company has on file with the SEC at such time.
Notwithstanding  the foregoing,  the Company undertakes and covenants that until
the first to occur of (i) the end of sixty  (60) days  following  the  effective
date of the Shelf Registration  Statement,  or (ii) the date that all the Shares
and Warrant Shares have been resold pursuant to a registration statement or Rule
144,  the  Company  will not take any  action,  including,  without  limitation,

<PAGE>
entering into any acquisition,  share exchange or sale or other transaction that
could have the effect of delaying the effectiveness of any pending  Registration
Statement,  requiring  a  post-effective  amendment  to be  filed or  causing  a
post-effective  amendment  to  a  Registration  Statement  to  not  be  declared
effective or for a Holder not to be able to effect sales for a period of fifteen
(15) or more days.

          (b) In connection with the registration of the Registrable Securities,
each of the Investors shall have the following obligations:

            (i) It shall be a  condition  precedent  to the  obligations  of the
Company to take any  action  pursuant  to this  Agreement  with  respect to each
Holder that such Holder shall furnish to the Company such information  regarding
itself,  the  Registrable  Securities  held by it and the  intended  methods  of
disposition  of such  securities as shall be  reasonably  required to effect the
registration of the  Registrable  Securities and shall execute such documents in
connection  with such  registration  as the Company may reasonably  request.  At
least  fifteen  (15) days  prior to the  first  anticipated  filing  date of the
Registration Statement,  the Company shall notify each Holder of the information
the Company  requires from each such Holder (the "Requested  Information") if it
elects to have any of his Registrable  Securities  included in the  Registration
Statement.  If within  seven (7) days of the  filing  date the  Company  has not
received the Requested  Information from a Holder (a  "Non-Responsive  Holder"),
then  the  Company  may  file  the  Registration   Statement  without  including
Registrable Securities of such Non-Responsive Holder.

            (ii) Each Holder participating in an underwritten offering agrees to
cooperate with the Company in connection  with the preparation and filing of any
Registration Statement hereunder, unless each Holder has notified the Company in
writing of its election to exclude all of its  Registrable  Securities  from the
Registration Statement.

            (iii) In the event  Investors  holding a majority in interest of the
Registrable  Securities being sold pursuant to the Shelf Registration  Statement
select  underwriters  for the  offering,  each  Holder  agrees to enter into and
perform its obligations under an underwriting  agreement, in usual and customary
form, including, without limitation,  customary indemnification and contribution
obligations and market stand-off  obligations,  with the managing underwriter of
such offering and to take such other actions as are reasonably required in order
to expedite or facilitate the  disposition of the Registrable  Securities  being
sold,  unless the Lender such Holder has  notified the Company in writing of its
election  to exclude all of his  Registrable  Securities  from the  Registration
Statement.

          5.1  Indemnification  by the Company.  To the extent permitted by law,
the  Company  will  indemnify  and hold  harmless  each  holder  of  Registrable
Securities  which are  included  in a  Registration  Statement  pursuant  to the
provisions of Sections 2.1 and 2.2 hereof, such Holder's directors and officers,
and any  underwriter (as defined in the Securities Act) for such holder and each
person, if any, who controls such holder or such underwriter  within the meaning
of the Securities Act, from and against, and will reimburse such holder and each
such  underwriter  and  controlling  person  with  respect to, any and all loss,
damage, liability, cost and expense to which such holder or any such underwriter
or controlling  person may become subject under the Securities Act or otherwise,
insofar as such losses,  damages,  liabilities,  costs or expenses are caused by
any untrue  statement or alleged untrue statement of any material fact contained
in a Registration  Statement,  any prospectus contained therein or any amendment

<PAGE>
or supplement thereto, or arise out of or are based upon the omission or alleged
omission  to state  therein 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;  provided, however, that the Company will not be
liable in any such case to the  extent  that any such loss,  damage,  liability,
cost or expenses  arises out of or is based upon an untrue  statement or alleged
untrue  statement  or omission or alleged  omission so made in  conformity  with
written  information   furnished  by  such  holder,  such  underwriter  or  such
controlling person  specifically for use in the preparation  thereof;  provided,
however,  that the  indemnity  agreement set forth herein shall not apply (i) to
amounts paid in settlement of any such loss, claim, damage,  liability or action
if such settlement is effected  without the prior consent of the Company or (ii)
with respect to any preliminary prospectus,  if the untrue statement or omission
of material fact  contained in such  preliminary  prospectus was corrected in an
amended prospectus and the Company has provided notice of such amendment to each
Investor pursuant to Section 3.1 hereof.

          5.2  Indemnification  by the  Investors.  Each  holder of  Registrable
Securities included in a registration pursuant to the provisions of Sections 2.1
and 2.2 hereof will  indemnify and hold harmless the Company,  its directors and
officers,  any controlling person and any underwriter from and against, and will
reimburse the Company,  its directors and officers,  any controlling  person and
any underwriter with respect to, any and all loss,  damage,  liability,  cost or
expense to which the Company or any  controlling  person and/or any  underwriter
may  become  subject  under the  Securities  Act or  otherwise,  insofar as such
losses,  damages,  liabilities,  costs or  expenses  are  caused  by any  untrue
statement or alleged  untrue  statement of any  material  fact  contained in the
Registration  Statement,  any prospectus  contained  therein or any amendment or
supplement  thereto,  or arise out of or are based upon the  omission or alleged
omission  to state  therein 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,  in each case to the  extent,  but only to the
extent,  that such untrue  statement or alleged untrue  statement or omission or
alleged  omission  was so made in reliance  upon and in strict  conformity  with
written  information  furnished by or on behalf of such Holder  specifically for
use in the  preparation  thereof and provided  further,  that the maximum amount
that may be  recovered  from any  holder  shall be  limited to the net amount of
proceeds received by such Holder from the sale of the Registrable Securities.

          5.3   Indemnification   Procedure.   Promptly   after  receipt  by  an
indemnified  party under this Section 5 of a notice of the  commencement  of any
action  (including any governmental  action) such  indemnified  party will, if a
claim in respect thereof is to be made against any indemnifying party hereunder,
deliver to the indemnifying party a written notice of the commencement  thereof.
The  failure  to  deliver  written  notice to the  indemnifying  party  within a
reasonable  time of the  commencement  of any such  action  shall  relieve  such
indemnifying  party of any liability to the indemnified party under this Section
5 only to the extent  prejudicial to its ability to defend such action,  but the
omission so to deliver written notice to the indemnifying party will not relieve
it of any liability  that it may have to an  indemnified  party  otherwise  than
under this Agreement. The indemnifying party shall have the right to participate
in, and, to the extent the indemnifying party so desires, jointly with any other

<PAGE>
indemnifying party similarly  noticed,  to assume control of the defense thereof
with counsel mutually  satisfactory to the parties;  provided,  however, that an
indemnified  party  shall  have the right to retain  its own  counsel,  with the
reasonable  fees and expenses to be paid by the  indemnifying  party,  if in the
reasonable  determination of counsel for the indemnifying party,  representation
of such  indemnified  party by the counsel  obtained by the  indemnifying  party
would be inappropriate due to actual or potential  conflicting interests between
such indemnified  party and any other party  represented by such counsel in such
proceeding.  After notice from the indemnifying  party to such indemnified party
of its election so to assume the defense thereof,  the  indemnifying  party will
not be liable to such indemnified  party pursuant to the provisions of paragraph
5.1 or 5.2 above for any legal or other  expense  subsequently  incurred by such
indemnified  party in connection  with the defense thereof other than reasonable
costs of  investigation,  unless (i) the  indemnified  party shall have employed
counsel in accordance  with the provisions of the preceding  sentence,  (ii) the
indemnifying  party shall not have employed counsel  reasonably  satisfactory to
the  indemnified  party to represent the  indemnified  party within a reasonable
time  after  the  notice  of  the  commencement  of  the  action  or  (iii)  the
indemnifying  party has  authorized in writing the employment of counsel for the
indemnified party at the expense of the indemnifying party.

          5.4 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 5 hereof to the extent permitted by law,  provided that (i)
no contribution shall be made under circumstances where the maker would not have
been liable for indemnification  pursuant to the provisions of Section 5 hereof,
(ii) no seller of Registrable Securities guilty of fraudulent  misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution  from any seller of  Registrable  Securities  who was not guilty of
such  fraudulent  misrepresentation,  and (iii)  contribution  by any  seller of
Registrable  Securities shall be limited to the net amount of proceeds  received
by such seller from the sale of such Registrable Securities.

          6.1  Assignable  Rights.  The rights with  respect to the  Registrable
Securities  under this Agreement  shall, in addition to being for the benefit of
the parties hereto, be for the benefit of and enforceable by a transferee of the
Registrable  Securities,  provided  that the Company is  furnished  with written
notice of the name and address of such  transferee  or assignee  with respect to
which  such  registration  rights are being  assigned,  such  notice  provides a
written  agreement  for the  transferee or assignee to be bound by the terms and
provisions  of this  Agreement  and the Loan  Agreement  and such  assignment or
transfer is in accordance  with and  permitted by  applicable  Federal and state
securities  laws and the terms of the Loan  Agreement.  The  obligations  of the
Company  contained in this Agreement  shall be binding upon any successor to the
Company and  continue to be in effect with respect to any  securities  issued by
any  successor to the Company in  substitution  or exchange for any  Registrable
Securities.

          6.2 Reports Under Exchange Act. With a view to making available to the
Investors of Registrable  Securities the benefits of Rule 144 and any other rule

<PAGE>
or  regulation  of the SEC that  may at any time  permit  the  Investors  of the
Registrable  Securities to sell any of the Registrable  Securities to the public
without registration, the Company agrees to apply its best efforts to:

          (a) make and keep  public  information  available,  as those terms are
understood and defined in Rule 144, at all times;

          (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;

          (c) furnish to each holder of Registrable  Securities,  forthwith upon
request (i) a written  statement by the Company  that it has  complied  with the
reporting  requirements  of Rule 144, the  Securities  Act and the Exchange Act,
(ii) a copy of the most  recent  annual or  quarterly  report of the Company and
such other  reports and  documents  so filed by the Company and (iii) such other
information  as may be  reasonably  requested in availing  the  Investors of any
Registrable  Securities  of any rule or  regulation of the SEC which permits the
selling of any such securities without registration; and

          (d)  direct  its  counsel  to  issue  an  appropriate   legal  opinion
instructing  the Company's  transfer  agent to remove the legend with respect to
such Registrable  Securities,  subject to Investor  providing any  documentation
reasonably requested by the Company or its counsel for review in connection with
such request.


          7. Miscellaneous.

            (a) Amendments and Waivers.  This Agreement may be amended only by a
writing signed by the Company and the Required  Investors.  The Company may take
any action herein  prohibited,  or omit to perform any act herein required to be
performed by it, only if the Company shall have obtained the written  consent to
such amendment, action or omission to act, of the Required Investors.

            (b) Notices.  All notices and other  communications  provided for or
permitted  hereunder  shall be made as set forth in Section 9.4 of the  Purchase
Agreement.

            (c)  Benefits of the  Agreement.  The terms and  conditions  of this
Agreement  shall  inure to the  benefit  of and be binding  upon the  respective
permitted  successors  and assigns of the  parties.  Nothing in this  Agreement,
express or implied,  is intended to confer upon any party other than the parties
hereto  or  their  respective  successors  and  assigns  any  rights,  remedies,
obligations,  or  liabilities  under or by reason of this  Agreement,  except as
expressly provided in this Agreement.

            (d)  Counterparts;  Faxes.  This Agreement may be executed in two or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same  instrument.  This Agreement may also
be executed via facsimile, which shall be deemed an original.

<PAGE>
            (e) Titles and  Subtitles.  The  titles and  subtitles  used in this
Agreement  are  used  for  convenience  only  and  are not to be  considered  in
construing or interpreting this Agreement.

            (f) Severability. Any provision of this Agreement that is prohibited
or  unenforceable  in  any  jurisdiction  shall,  as to  such  jurisdiction,  be
ineffective  to the  extent  of such  prohibition  or  unenforceability  without
invalidating the remaining  provisions  hereof but shall be interpreted as if it
were  written  so as to be  enforceable  to  the  maximum  extent  permitted  by
applicable law, and any such prohibition or unenforceability in any jurisdiction
shall  not  invalidate  or  render  unenforceable  such  provision  in any other
jurisdiction.  To the extent  permitted by  applicable  law, the parties  hereby
waive any provision of law which  renders any  provisions  hereof  prohibited or
unenforceable in any respect.

            (g) Further  Assurances.  The parties  shall execute and deliver all
such further  instruments  and  documents and take all such other actions as may
reasonably be required to carry out the transactions  contemplated hereby and to
evidence the fulfillment of the agreements herein contained.

            (h) Entire Agreement. This Agreement is intended by the parties as a
final  expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the  subject  matter  contained  herein.  This  Agreement  supersedes  all prior
agreements and  understandings  between the parties with respect to such subject
matter.

            (i) Governing Law;  Consent to  Jurisdiction;  Waiver of Jury Trial.
This Agreement  shall be governed by, and construed in accordance  with the laws
of the State of New York without regard to the choice of law principles thereof.
Each of the parties hereto irrevocably submits to the exclusive  jurisdiction of
the  courts  of the  State of New  York for the  purpose  of any  suit,  action,
proceeding  or judgment  relating to or arising  out of this  Agreement  and the
transactions contemplated hereby. Service of process in connection with any such
suit,  action or proceeding  may be served on each party hereto  anywhere in the
world by the same methods as are  specified for the giving of notices under this
Agreement.  Each of the parties hereto irrevocably  consents to the jurisdiction
of any such court in any such suit,  action or  proceeding  and to the laying of
venue in such court. Each party hereto  irrevocably  waives any objection to the
laying of venue of any such suit,  action or  proceeding  brought in such courts
and  irrevocably  waives  any claim  that any such  suit,  action or  proceeding
brought in any such court has been brought in an inconvenient forum. EACH OF THE
PARTIES  HERETO  WAIVES ANY RIGHT TO  REQUEST A TRIAL BY JURY IN ANY  LITIGATION
WITH RESPECT TO THIS  AGREEMENT AND  REPRESENTS  THAT COUNSEL HAS BEEN CONSULTED
SPECIFICALLY AS TO THIS WAIVER.

<PAGE>
          IN WITNESS WHEREOF, the parties have executed this Agreement or caused
their duly  authorized  officers to execute this  Agreement as of the date first
above written.


The Company:              New World Entertainment Corp.



                          By:_________________________
                          Name: Michelle Dobson
                          Title: Director and President


The Lender:               Global Developments Inc.



                          By:_________________________
                          Name: John Briner
                          Title:  Director


The Lender:               555 Holdings LLC



                          By: _________________________
                          Name: John Briner
                          Title: ___________________