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                                                                    Exhibit 10.7

                          REGISTRATION RIGHTS AGREEMENT

                          REGISTRATION RIGHTS AGREEMENT

     THIS  REGISTRATION  RIGHTS AGREEMENT (the  "AGREEMENT") is made and entered
into  as of the __ day of  June,  2005  between  RELATIONSERVE  MEDIA,  INC.,  a
corporation  organized  and  existing  under  the laws of the  State  of  Nevada
("Relationserve"    or   the    "Company")    and    _____________________,    a
___________________,  (the "INVESTOR").  Unless defined  otherwise,  capitalized
terms  herein  shall  have  the  identical   meaning  as  in  the  Common  Stock
Subscription Agreement.

                              PRELIMINARY STATEMENT

     WHEREAS,  pursuant to the Common Stock Subscription Agreement, of even date
herewith,  by  and  among  Relationserve  and  the  Investor,  as  part  of  the
consideration,  Investor  shall receive  Common Stock and  Warrants,  which upon
conversion  and  exercise,  in  accordance  with the terms of the  Common  Stock
Subscription  Agreement and Warrant  Agreement,  entitle the Investor to receive
shares of the Common Stock,  par value $0.001 per share (the  "Shares"),  of the
Company; and

     WHEREAS,  the ability of the  Investor to sell their Shares of Common Stock
is subject to certain restrictions under the 1933 Act; and

     WHEREAS,  as a condition to the Common Stock  Subscription  Agreement,  the
Company has agreed to provide  the  Investor  with a mechanism  that will permit
such Investor,  subject to a market stand-off  agreement,  to sell its Shares of
Common Stock in the future.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants  and  agreements,  and  subject  to the  terms and  conditions  herein
contained, the parties hereto hereby agree as follows:

                                    ARTICLE I

                     INCORPORATION BY REFERENCE, SUPERSEDER

1.1.  INCORPORATION  BY  REFERENCE.  The  foregoing  recitals  and the  Exhibits
attached hereto and referred to herein,  are hereby  acknowledged to be true and
accurate, and are incorporated herein by this reference.

1.2. SUPERSEDER.  This Agreement, to the extent that it is inconsistent with any
other instrument or understanding among the parties governing the affairs of the
Company,  shall supersede such instrument or understanding to the fullest extent
permitted  by law.  A copy of this  Agreement  shall be  filed at the  Company's
principal office.

                                   ARTICLE II

                           DEMAND REGISTRATION RIGHTS

2.1.  "REGISTRABLE  SECURITIES"  means and  includes  the Shares of the  Company
underlying  the Common  Stock and Warrants  issued  pursuant to the Common Stock

Subscription  Agreement and Warrant Agreement.  As to any particular Registrable
Securities,  such  securities  will cease to be Registrable  Securities when (a)
they have been  effectively  registered  under the 1933 Act and  disposed  of in
accordance with the registration statement covering them, (b) they are or may be
freely traded without  registration  pursuant to Rule 144 under the 1933 Act (or
any similar provisions that are then in effect), or (c) they have been otherwise
transferred and new certificates for them not bearing a restrictive  legend have
been  issued by the  Company  and the  Company  shall not have  "stop  transfer"
instructions  against them.  "SHARES"  shall mean,  collectively,  the shares of
Common Stock of the Company  issuable  upon  conversion  of the Common Stock and
those  shares of Common  Stock of the  Company  issuable  to the  Investor  upon
exercise of the Warrants.

2.2. REGISTRATION OF REGISTRABLE SECURITIES.  The Company shall prepare and file
within  forty-five  (45) days following the date of final closing of the sale of
Units  under  the  PPM  (the  "FILING  DATE")  a  registration   statement  (the
"REGISTRATION  STATEMENT")  covering  the resale of such number of shares of the
Registrable  Securities  as the  Investor  shall elect by written  notice to the
Company,  and absent such election,  covering the resale of all of the shares of
the Registrable Securities.  The Company shall use its best efforts to cause the
Registration Statement to be declared effective by the SEC on the earlier of (i)
120 days following the Closing Date with respect to the Registration  Statement,
(ii) ten (10) days following the receipt of a "No Review" or similar letter from
the SEC or (iii) the first business day following the day the SEC determines the
Registration   Statement  eligible  to  be  declared  effective  (the  "REQUIRED
EFFECTIVENESS  DATE").  Nothing  contained  herein  shall be deemed to limit the
number of Registrable Securities to be registered by the Company hereunder. As a
result,  should the  Registration  Statement not relate to the maximum number of
Registrable Securities acquired by (or potentially acquirable by) the holders of
the Shares of the Company  issued to the  Investor  pursuant to the Common Stock
Subscription  Agreement,  the  Company  shall be  required  to  promptly  file a
separate  registration  statement (utilizing Rule 462 promulgated under the 1933
Act, where applicable) relating to such Registrable Securities which then remain
unregistered. The provisions of this Agreement shall relate to any such separate
registration statement as if it were an amendment to the Registration Statement.

2.3. DEMAND REGISTRATION. Subject to the limitations of Section 2.2, at any time
and from time to time, the Investor may request the registration  under the 1933
Act of all or  part  of the  Registrable  Shares  then  outstanding  (a  "DEMAND
REGISTRATION").  Subject to the  conditions  of Section 3, the Company shall use
its best  efforts  to file  such  registration  statement  under the 1933 Act as
promptly  as  practicable  after the date any such  request is  received  by the
Company and to cause such registration  statement to be declared effective.  The
Company shall notify the Investor promptly when any such registration  statement
has been  declared  effective.  If more than eighty  percent (80%) of the Shares
issuable under the Common Stock  Subscription  Agreement have been registered or
sold, this provision shall expire.

2.4.  REGISTRATION  STATEMENT FORM.  Registrations under Section 2.2 and Section
2.3 shall be on the appropriate registration form of the SEC as shall permit the
disposition  of such  Registrable  Securities  in  accordance  with the intended
method or  methods  of  disposition  specified  in the  Registration  Statement;
provided,  however,  such intended  method of  disposition  shall not include an
underwritten offering of the Registrable Securities.

                                       2

2.5. EXPENSES. The Company will pay all Registration expenses in connection with
any registration required by under Sections 2.2 and Section 2.3 herein.

2.6.  EFFECTIVE  REGISTRATION  STATEMENT.  A registration  requested pursuant to
Sections  2.2 and  Section  2.3 shall not be  deemed to have been  effected  (i)
unless a registration statement with respect thereto has become effective within
the time period specified  herein,  provided that a registration  which does not
become  effective after the Company filed a registration  statement with respect
thereto  solely by reason of the refusal to proceed of any holder of Registrable
Securities  (other than a refusal to proceed based upon the advice of counsel in
the form of a letter signed by such counsel and provided to the Company relating
to a disclosure  matter  unrelated to such holder)  shall be deemed to have been
effected by the Company unless the holders of the Registrable  Securities  shall
have  elected  to  pay  all  Registration   Expenses  in  connection  with  such
registration,  (ii) if, after it has become effective, such registration becomes
subject  to  any  stop  order,   injunction  or  other  order  or  extraordinary
requirement of the SEC or other  governmental  agency or court for any reason or
(iii)  if,  after  it has  become  effective,  such  registration  ceases  to be
effective for more than the allowable Black-Out Periods (as defined herein).

2.7.  PLAN OF  DISTRIBUTION.  The Company  hereby  agrees that the  Registration
Statement shall include a plan of distribution section reasonably  acceptable to
the Investor;  provided,  however,  such plan of  distribution  section shall be
modified  by the  Company  so as to  not  provide  for  the  disposition  of the
Registrable Securities on the basis of an underwritten offering.

2.8.  LIQUIDATED  DAMAGES.  Subject to the right of the Company to allow for any
Black  Out  periods  if,  after  four (4)  months  from  the  date on which  the
Registration  Statement  is filed  pursuant to the  requirements  of Section 2.2
herein, or if the Registration Statement filed pursuant to Section 2.2 herein is
not declared effective,  the Company shall, for each such full month for which a
Registration  Statement is not so  effective,  pay the  Investor,  as liquidated
damages and not as a penalty, an amount equal to one percent (1%) percent of the
Purchase  Price per full month for which such  Registration  Statement is not so
effective  following the four (4) months  period;  such payment shall be made no
later than the first  business day of the  calendar  month next  succeeding  the
month in which such day occurs.  The maximum amount of liquidated  damages shall
be twelve (12%) percent. All payments shall be made in shares of Common Stock at
the Initial Purchase Price (i.e. $2.00 per share).

The parties agree that the only damages  payable for a violation of the terms of
this Agreement with respect to which liquidated  damages are expressly  provided
shall be such  liquidated  damages.  Nothing  shall  preclude the Investor  from
pursuing  or  obtaining  specific  performance  or other  equitable  relief with
respect to this Agreement.

The  parties  hereto  agree that the  liquidated  damages  provided  for in this
Section 2.8 constitute a reasonable estimate of the damages that may be incurred
by the Investor by reason of the failure of the Registration  Statement(s) to be
filed or declared effective in accordance with the provisions hereof.

The  obligation  of  the  Company  terminates  when  the  holder  of  shares  of
Registrable  Securities  no longer holds more than twenty  percent  (20%) of its
shares of Registrable Securities.

                                       3

                                  ARTICLE III

                         INCIDENTAL REGISTRATION RIGHTS

3.1. RIGHT TO INCLUDE ("PIGGY-BACK")  REGISTRABLE SECURITIES.  Provided that the
Registrable  Securities have not been registered,  if at any time after the date
hereof but  before  the  second  anniversary  of the date  hereof,  the  Company
proposes to register any of its  securities  under the 1933 Act (other than by a
registration  in  connection  with an  acquisition  in a manner  which would not
permit  registration of Registrable  Securities for sale to the public,  on Form
S-8, or any successor  form thereto,  on Form S-4, or any successor form thereto
and other  than  pursuant  to  Section  2),  on an  underwritten  basis  (either
best-efforts  or  firm-commitment),  then,  the Company will each such time give
prompt written notice to all holders of Registrable  Securities of its intention
to do so and of such  holders  of  Registrable  Securities'  rights  under  this
Section  3.1.  Upon the  written  request  of any such  holders  of  Registrable
Securities made within ten (10) days after the receipt of any such notice (which
request shall specify the Registrable  Securities  intended to be disposed of by
such holders of Registrable  Securities  and the intended  method of disposition
thereof),  the Company  will,  subject to the terms of this  Agreement,  use its
commercially  reasonable best efforts to effect the registration  under the 1933
Act of the  Registrable  Securities,  to the  extent  requisite  to  permit  the
disposition  (in accordance  with the intended  methods thereof as aforesaid) of
such  Registrable  Securities  so  to  be  registered,   by  inclusion  of  such
Registrable Securities in the registration statement which covers the securities
which the Company  proposes  to  register,  provided  that if, at any time after
written  notice of its  intention  to register any  securities  and prior to the
effective  date of the  registration  statement  filed in  connection  with such
registration,  the Company shall determine for any reason either not to register
or to delay  registration of such securities,  the Company may, at its election,
give  written  notice  of such  determination  to each  holders  of  Registrable
Securities and,  thereupon,  (i) in the case of a determination not to register,
shall be relieved of this obligation to register any  Registrable  Securities in
connection  with  such  registration  (but not from  its  obligation  to pay the
Registration Expenses in connection therewith),  without prejudice,  however, to
the rights of any holder or holders of Registrable  Securities entitled to do so
to request that such registration be effected as a registration under Section 2,
and (ii) in the case of a determination to delay registering, shall be permitted
to delay  registering  any  Registrable  Securities,  for the same period as the
delay in registering such other securities.  No registration effected under this
Section  3.1  shall  relieve  the  Company  of  its  obligation  to  effect  any
registration upon request under Section 2. The Company will pay all Registration
Expenses  in  connection  with  each  registration  of  Registrable   Securities
requested  pursuant to this Section  3.1. The right  provided the Holders of the
Registrable  Securities  pursuant to this Section shall be  exercisable at their
sole discretion and will in no way limit any of the Company's obligations to pay
the Securities according to their terms.

3.2. PRIORITY IN INCIDENTAL  REGISTRATIONS.  If the managing  underwriter of the
underwritten  offering  contemplated  by this Section 3 shall inform the Company
and holders of the Registrable Securities requesting such registration by letter
of its belief  that the number of  securities  requested  to be included in such
registration  exceeds the number  which can be sold in such  offering,  then the
Company will include in such registration, to the extent of the number which the
Company  is so  advised  can be sold  in such  offering,  (i)  first  securities
proposed  by the  Company  to be sold  for  its own  account,  and  (ii)  second

                                       4

Registrable  Securities and (iii)  securities of other selling  security holders
requested to be included in such registration.

                                   ARTICLE IV

                            REGISTRATION PROCEDURES

4.1. REGISTRATION PROCEDURES.  If and whenever the Company is required to effect
the registration of any Registrable Securities under the 1933 Act as provided in
Section 2.2 and, as applicable,  2.3, the Company  shall,  as  expeditiously  as
possible:

     (i) prepare and file with the SEC the Registration Statement, or amendments
thereto,   to  effect  such  registration   (including  such  audited  financial
statements  as may be  required  by the 1933 Act or the  rules  and  regulations
promulgated  thereunder)  and thereafter use its  commercially  reasonable  best
efforts to cause such  registration  statement  to be declared  effective by the
SEC,  as soon as  practicable,  but in any  event  no later  than  the  Required
Effectiveness  Date (with  respect to a  registration  pursuant to Section 2.2);
provided,  however,  that  before  filing  such  registration  statement  or any
amendments  thereto,  the Company  will  furnish to the counsel  selected by the
holders of Registrable Securities which are to be included in such registration,
copies of all such documents proposed to be filed;

     (ii) with respect to any registration  statement pursuant to Section 2.2 or
Section 2.3,  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 to comply
with the  provisions  of the 1933 Act with  respect  to the  disposition  of all
Registrable  Securities covered by such registration statement until the earlier
to occur of twenty-four (24) months after the date of this Agreement (subject to
the right of the Company to suspend the effectiveness  thereof for not more than
twenty-five (25) consecutive  Trading Days or an aggregate of sixty (60) Trading
Days during each year (each a  "BLACK-OUT  PERIOD"))  or such time as all of the
securities  which are the  subject of such  registration  statement  cease to be
Registrable Securities (such period, in each case, the "REGISTRATION MAINTENANCE
PERIOD");

     (iii)  furnish to each  holder of  Registrable  Securities  covered by such
registration  statement  such number of  conformed  copies of such  registration
statement  and of each  such  amendment  and  supplement  thereto  (in each case
including all exhibits),  such number of copies of the  prospectus  contained in
such  registration  statement  (including  each  preliminary  prospectus and any
summary prospectus) and any other prospectus filed under Rule 424 under the 1933
Act,  in  conformity  with the  requirements  of the 1933  Act,  and such  other
documents, as such holder of Registrable Securities and underwriter, if any, may
reasonably  request in order to facilitate the public sale or other  disposition
of the Registrable Securities owned by such holder of Registrable Securities;

     (iv) use its  commercially  reasonable  best efforts to register or qualify
all Registrable  Securities and other  securities  covered by such  registration
statement under such other U.S.  federal or state  securities laws or U.S. state
blue  sky  laws as any U.S.  holder  of  Registrable  Securities  thereof  shall
reasonably  request,  to keep such registrations or qualifications in effect for

                                       5

so long as such  registration  statement  remains in effect,  and take any other
action which may be  reasonably  necessary to enable such holder of  Registrable
Securities to consummate the disposition in such jurisdictions of the securities
owned by such holder of  Registrable  Securities,  except that the Company shall
not for any such  purpose be required to qualify  generally  to do business as a
foreign  corporation  in any  jurisdiction  wherein  it  would  not  but for the
requirements  of this  subdivision  (iv) be  obligated  to be so qualified or to
consent to general service of process in any such jurisdiction;

     (v) use its  commercially  reasonable best efforts to cause all Registrable
Securities  covered by such  registration  statement  to be  registered  with or
approved by such other governmental  agencies or authorities as may be necessary
to enable the U.S.  holder of Registrable  Securities  thereof to consummate the
disposition of such Registrable Securities;

     (vi) furnish to each holder of Registrable Securities a signed counterpart,
addressed to such holder of Registrable  Securities,  and the  underwriters,  if
any, of an opinion of counsel for the Company,  dated the effective date of such
registration statement (or, if such registration includes an underwritten public
offering,  an  opinion  dated the date of the  closing  under  the  underwriting
agreement),  reasonably  satisfactory  in form and  substance  to such holder of
Registrable  Securities)  including  that  the  prospectus  and  any  prospectus
supplement  forming a part of the  Registration  Statement  does not  contain an
untrue  statement  of a material  fact or omits a material  fact  required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading, and

     (vii) notify the Investor and its counsel  promptly and confirm such advice
in writing promptly after the Company has knowledge thereof:

          (A) when the Registration Statement,  the prospectus or any prospectus
supplement  related  thereto or  post-effective  amendment  to the  Registration
Statement has been filed, and, with respect to the Registration Statement or any
post-effective amendment thereto, when the same has become effective;

          (B) of any request by the SEC for  amendments  or  supplements  to the
Registration Statement or the prospectus or for additional information;

          (C) of the  issuance  by the  SEC of any  stop  order  suspending  the
effectiveness of the Registration Statement or the initiation of any proceedings
by any Person for that  purpose;  and

          (D) of the receipt by the Company of any notification  with respect to
the suspension of the qualification of any Registrable Securities for sale under
the securities or blue sky laws of any  jurisdiction or the initiation or threat
of any proceeding for such purpose;

     (viii)  notify  each  holder  of  Registrable  Securities  covered  by such
registration  statement,  at any time  when a  prospectus  relating  thereto  is
required to be delivered  under the 1933 Act, upon  discovery  that, or upon the
happening  of any event as a result of which,  the  prospectus  included in such
registration  statement,  as then in effect,  includes an untrue  statement of a
material fact or omits to state any material facts required to be stated therein
or necessary to make the  statements  therein not misleading in the light of the
circumstances  then  existing,  and  at  the  request  of  any  such  holder  of

                                       6

Registrable   Securities   promptly  prepare  and  furnish  to  such  holder  of
Registrable  Securities a reasonable  number of copies of a supplement  to or an
amendment  of  such  prospectus  as may be  necessary  so  that,  as  thereafter
delivered  to the  purchasers  of such  securities,  such  prospectus  shall not
include an untrue  statement of a material fact or omit to state a material fact
required to be stated  therein or necessary to make the  statements  therein not
misleading in the light of the circumstances then existing;

     (ix) use its best efforts to obtain the withdrawal of any order  suspending
the effectiveness of the Registration Statement at the earliest possible moment;

     (x) otherwise use its  commercially  reasonable best efforts to comply with
all  applicable  rules and  regulations  of the SEC,  and make  available to its
security  holders,  as soon as  reasonably  practicable,  an earnings  statement
covering  the  period of at least  twelve  months,  but not more  than  eighteen
months, beginning with the first full calendar month after the effective date of
such  registration  statement,   which  earnings  statement  shall  satisfy  the
provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder;

     (xi) enter into such agreements and take such other actions as the Investor
shall  reasonably  request  in writing  (at the  expense  of the  requesting  or
benefiting  Investor) in order to expedite or facilitate the disposition of such
Registrable Securities; and

     (xii) use its commercially  reasonable best efforts to list all Registrable
Securities covered by such registration  statement on any securities exchange on
which any of the Registrable Securities are then listed.

     The Company may require each holder of  Registrable  Securities as to which
any  registration  is being  effected to furnish the  Company  such  information
regarding such holder of Registrable  Securities  and the  distribution  of such
securities as the Company may from time to time reasonably request in writing.

4.2. The Company will not file any  registration  statement  pursuant to Section
2.2 or Section 2.3, or amendment  thereto or any  prospectus  or any  supplement
thereto to which the Investor shall reasonably object, provided that the Company
may file such  documents  in a form  required  by law or upon the  advice of its
counsel.

4.3.  The  Company  represents  and  warrants  to  each  holder  of  Registrable
Securities   that  it  has  obtained  all   necessary   waivers,   consents  and
authorizations   necessary  to  execute  this   Agreement  and   consummate  the
transactions  contemplated  hereby  other  than such  waivers,  consents  and/or
authorizations  specifically  contemplated  by  the  Common  Stock  Subscription
Agreement.

4.4.  Each holder of  Registrable  Securities  agrees that,  upon receipt of any
notice from the Company of the  occurrence of any event of the kind described in
subdivision  (viii) of Section 4.1, such Holder will forthwith  discontinue such
holder of Registrable Securities' disposition of Registrable Securities pursuant
to the Registration Statement relating to such Registrable Securities until such
holder of Registrable  Securities'  receipt of the copies of the supplemented or
amended prospectus  contemplated by subdivision (viii) of Section 4.1 and, if so
directed by the Company,  will deliver to the Company (at the Company's expense)
all copies,  other than permanent file copies,  then in such Holder's possession

                                       7

of the prospectus relating to such Registrable Securities current at the time of
receipt of such notice.

                                   ARTICLE V

                             UNDERWRITTEN OFFERINGS

5.1. INCIDENTAL  UNDERWRITTEN  OFFERINGS. If the Company at any time proposes to
register any of its securities under the 1933 Act as contemplated by Section 3.1
and  such   securities  are  to  be  distributed  by  or  through  one  or  more
underwriters,  the  Company  will,  if  requested  by any holder of  Registrable
Securities  as provided in Section 3.1 and subject to the  provisions of Section
3.2,  use  its  commercially   reasonable  best  efforts  to  arrange  for  such
underwriters to include all the Registrable Securities to be offered and sold by
such holder among the securities to be distributed by such  underwriters.  In no
event  shall  any  Investor  be  deemed  an  underwriter  for  purposes  of this
Agreement.

5.2.  PARTICIPATION  IN  UNDERWRITTEN   OFFERINGS.   No  holder  of  Registrable
Securities may participate in any underwritten offering under Section 3.1 unless
such  holder  of  Registrable  Securities  (i)  agrees  to  sell  such  Person's
securities  on the basis  provided in any  underwriting  arrangements  approved,
subject to the terms and  conditions  hereof,  by the  holders of a majority  of
Registrable  Securities  to be included in such  underwritten  offering and (ii)
completes and executes all questionnaires,  indemnities, underwriting agreements
and other documents (other than powers of attorney)  required under the terms of
such underwriting  arrangements.  Notwithstanding the foregoing, no underwriting
agreement (or other  agreement in connection  with such offering)  shall require
any holder of Registrable  Securities to make a representation or warranty to or
agreements with the Company or the underwriters other than  representations  and
warranties  contained  in a writing  furnished  by such  holder  of  Registrable
Securities  expressly  for  use  in  the  related   registration   statement  or
representations,  warranties or agreements  regarding such holder of Registrable
Securities,  such holder's  Registrable  Securities  and such holder's  intended
method of distribution and any other representation required by law.

5.3. PREPARATION;  REASONABLE INVESTIGATION.  In connection with the preparation
and filing of each  registration  statement  under the 1933 Act pursuant to this
Agreement,   the  Company  will  give  the  holders  of  Registrable  Securities
registered under such registration  statement,  and their respective counsel and
accountants,   the  opportunity  to  participate  in  the  preparation  of  such
registration statement,  each prospectus included therein or filed with the SEC,
and each  amendment  thereof or supplement  thereto,  and will give each of them
such  access to its books and  records  and such  opportunities  to discuss  the
business of the Company with its officers and the independent public accountants
who have  certified  its  financial  statements  as shall be  necessary,  in the
reasonable opinion of such holders' and such underwriters'  respective  counsel,
to conduct a reasonable investigation within the meaning of the 1933 Act.

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                                   ARTICLE VI

                                INDEMNIFICATION

6.1.  INDEMNIFICATION  BY THE COMPANY.  In the event of any  registration of any
securities of the Company under the 1933 Act, the Company will,  and hereby does
agree to indemnify  and hold harmless the holder of any  Registrable  Securities
covered by such registration  statement,  its directors and officers, each other
Person  who  participates  as an  underwriter  in the  offering  or sale of such
securities  and each other Person,  if any, who controls such holder or any such
underwriter  within the  meaning of the 1933 Act  against  any  losses,  claims,
damages or  liabilities,  joint or  several,  to which  such  holder or any such
director or officer or  underwriter  or  controlling  person may become  subject
under the 1933 Act or  otherwise,  insofar as such  losses,  claims,  damages or
liabilities  (or actions or  proceedings,  whether  commenced or threatened,  in
respect  thereof) 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 securities were registered  under the 1933 Act, any preliminary
prospectus,  final prospectus or summary prospectus  contained  therein,  or any
amendment or supplement  thereto,  or any omission or alleged  omission to state
therein a material fact  required to be stated  therein or necessary to make the
statements  therein not  misleading,  and the Company will reimburse such holder
and each such director,  officer,  underwriter  and  controlling  person for any
legal or any other  expenses  reasonably  incurred  by them in  connection  with
investigating  or  defending  any  such  loss,  claim,   liability,   action  or
proceeding,  provided  that the Company  shall not be liable in any such case to
the  extent  that any  such  loss,  claim,  damage,  liability,  (or  action  or
proceeding  in respect  thereof)  or  expense  arises out of or is based upon an
untrue  statement or alleged  untrue  statement or omission or alleged  omission
made in such  registration  statement,  any such preliminary  prospectus,  final
prospectus, summary prospectus,  amendment or supplement in reliance upon and in
conformity with written  information  furnished to the Company by such holder or
underwriter  stating that it is for use in the preparation thereof and, provided
further that the Company shall not be liable to any Person who  participates  as
an underwriter in the offering or sale of Registrable Securities or to any other
Person,  if any, who controls  such  underwriter  within the meaning of the 1933
Act, in any such case to the extent that any such loss, claim, damage, liability
(or action or  proceeding  in  respect  thereof)  or expense  arises out of such
Person's failure to send or give a copy of the final prospectus, as the same may
be then supplemented or amended, within the time required by the 1933 Act to the
Person  asserting  the  existence  of an  untrue  statement  or  alleged  untrue
statement  or  omission  or  alleged   omission  at  or  prior  to  the  written
confirmation  of the  sale of  Registrable  Securities  to such  Person  if such
statement or omission was corrected in such final  prospectus or an amendment or
supplement  thereto.  Such  indemnity  shall  remain in full  force  and  effect
regardless of any investigation  made by or on behalf of such holder or any such
director,  officer,  underwriter  or  controlling  person and shall  survive the
transfer of such securities by such holder.

6.2. INDEMNIFICATION BY THE INVESTOR. The Company may require, as a condition to
including  any  Registrable  Securities  in  any  registration  statement  filed
pursuant to this Agreement,  that the Company shall have received an undertaking
satisfactory to it from the prospective  holder of such Registrable  Securities,
to indemnify and hold harmless (in the same manner and to the same extent as set
forth in Section 6.1) the Company, each director of the Company, each officer of
the Company and each other Person,  if any, who controls the Company  within the

                                       9

meaning of the 1933 Act, with respect to any  statement or alleged  statement in
or  omission  or  alleged  omission  from  such  registration   statement,   any
preliminary  prospectus,   final  prospectus  or  summary  prospectus  contained
therein,  or any amendment or supplement  thereto,  if such statement or alleged
statement  or omission  or alleged  omission  was made in  reliance  upon and in
conformity  with  written  information  furnished  to  the  Company  through  an
instrument duly executed by such holder of Registrable  Securities  specifically
stating that it is for use in the  preparation of such  registration  statement,
preliminary  prospectus,  final  prospectus,  summary  prospectus,  amendment or
supplement. Any such indemnity shall remain in full force and effect, regardless
of any  investigation  made by or on behalf of the Company or any such director,
officer or controlling  person and shall survive the transfer of such securities
by such Investor.

6.3. NOTICES OF CLAIMS,  ETC.  Promptly after receipt by an indemnified party of
notice  of the  commencement  of any  action  or  proceeding  involving  a claim
referred to in Sections 6.1 and Section 6.2,  such  indemnified  party will,  if
claim in respect  thereof  is to be made  against an  indemnifying  party,  give
written notice to the latter of the  commencement of such action,  provided that
the failure of any indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under Sections 6.1 and Section
6.2, except to the extent that the indemnifying party is actually  prejudiced by
such  failure to give  notice.  In case any such  action is  brought  against an
indemnified  party,  unless in such indemnified  party's  reasonable  judgment a
conflict of interest between such indemnified and indemnifying parties may exist
in  respect  of  such  claim,  the  indemnifying  party  shall  be  entitled  to
participate  in and to  assume  the  defense  thereof,  jointly  with any  other
indemnifying party similarly notified, to the extent that the indemnifying party
may wish, with counsel  reasonably  satisfactory to such indemnified  party, and
after  notice  from  the  indemnifying  party to such  indemnified  party of its
election so to assume the defense thereof,  the indemnifying  party shall not be
liable to such  indemnified  party for any legal or other expenses  subsequently
incurred  by the  latter in  connection  with the  defense  thereof  other  than
reasonable  costs of  investigation.  No indemnifying  party shall,  without the
consent of the indemnified party, consent to entry of any judgment or enter into
any  settlement  of any such action  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,  or a covenant not to sue, in respect to such
claim or litigation. No indemnified party shall consent to entry of any judgment
or enter into any  settlement  of any such  action the defense of which has been
assumed by an indemnifying party without the consent of such indemnifying party.

6.4.  OTHER  INDEMNIFICATION.  Indemnification  similar  to  that  specified  in
Sections 6.1 and Section 6.2 (with appropriate  modifications) shall be given by
the Company and each holder of  Registrable  Securities  (but only if and to the
extent  required  pursuant to the terms  herein)  with  respect to any  required
registration or other qualification of securities under any Federal or state law
or regulation of any governmental authority, other than the 1933 Act.

6.5. INDEMNIFICATION  PAYMENTS. The indemnification required by Sections 6.1 and
Section 6.2 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
expense, loss, damage or liability is incurred.

                                       10

6.6.  CONTRIBUTION.  If the  indemnification  provided  for in Sections  6.1 and
Section 6.2 is unavailable  to an  indemnified  party in respect of any expense,
loss,  claim,  damage or liability  referred to therein,  then each indemnifying
party, in lieu of indemnifying such indemnified  party,  shall contribute to the
amount paid or payable by such  indemnified  party as a result of such  expense,
loss,  claim,  damage or liability (i) in such  proportion as is  appropriate to
reflect the  relative  benefits  received by the Company on the one hand and the
holder of  Registrable  Securities  or  underwriter,  as the case may be, on the
other  from  the  distribution  of the  Registrable  Securities  or  (ii) if the
allocation  provided by clause (i) above is not permitted by applicable  law, in
such  proportion  as is  appropriate  to reflect not only the relative  benefits
referred  to in clause (i) above but also the  relative  fault of the Company on
the one hand and of the holder of Registrable Securities or underwriter,  as the
case may be, on the other in connection  with the statements or omissions  which
resulted  in such  expense,  loss,  damage  or  liability,  as well as any other
relevant equitable considerations. The relative benefits received by the Company
on the one hand and the holder of Registrable Securities or underwriter,  as the
case may be, on the other in connection with the distribution of the Registrable
Securities  shall  be  deemed  to be in the same  proportion  as the  total  net
proceeds  received  by the  Company  from the  initial  sale of the  Registrable
Securities by the Company to the purchasers  bear to the gain, if any,  realized
by all  selling  holders  participating  in such  offering  or the  underwriting
discounts and commissions  received by the underwriter,  as the case may be. The
relative  fault of the Company on the one hand and of the holder of  Registrable
Securities or underwriter,  as the case may be, on the other shall be determined
by  reference  to,  among other  things,  whether  the untrue or alleged  untrue
statement  of a material  fact or omission to state a material  fact  relates to
information supplied by the Company, by the holder of Registrable  Securities or
by the  underwriter  and the  parties'  relative  intent,  knowledge,  access to
information supplied by the Company, by the holder of Registrable  Securities or
by the  underwriter  and the  parties'  relative  intent,  knowledge,  access to
information  and  opportunity  to correct or prevent such statement or omission,
provided  that the  foregoing  contribution  agreement  shall  not  inure to the
benefit of any indemnified party if indemnification would be unavailable to such
indemnified party by reason of the provisions  contained herein, and in no event
shall the obligation of any indemnifying  party to contribute under this Section
6.6 exceed the amount that such indemnifying  party would have been obligated to
pay by way of indemnification if the indemnification  provided for hereunder had
been available under the circumstances.

            The Company and the holders of Registrable  Securities agree that it
would not be just and  equitable  if  contribution  pursuant to this Section 6.6
were  determined  by pro rata  allocation  (even if the  holders of  Registrable
Securities and any underwriters  were treated as one entity for such purpose) or
by any other method of  allocation  that does not take account of the  equitable
considerations  referred to in the immediately  preceding paragraph.  The amount
paid or  payable  by an  indemnified  party as a result of the  losses,  claims,
damages and liabilities referred to in the immediately preceding paragraph shall
be deemed to include,  subject to the limitations set forth herein, any legal or
other expenses  reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim.

            Notwithstanding  the  provisions  of this  Section 6.6, no holder of
Registrable Securities or underwriter shall be required to contribute any amount
in excess of the  amount  by which (i) in the case of any such  holder,  the net
proceeds received by such holder from the sale of Registrable  Securities in the
applicable  Registration  Statement or (ii) in the case of an  underwriter,  the

                                       11

total price at which the Registrable  Securities purchased by it and distributed
to the public were offered to the public  exceeds,  in any such case, the amount
of any damages that such holder or  underwriter  has otherwise  been required to
pay by reason of such untrue or alleged untrue statement or omission.  No Person
guilty of fraudulent  misrepresentation  (within the meaning of Section 11(f) of
the 1933 Act)  shall be  entitled  to  contribution  from any person who was not
guilty of such fraudulent misrepresentation.

                                  ARTICLE VII

                                    RULE 144

7.1. RULE 144. The Company shall timely file the reports required to be filed by
it under the 1933 Act and the 1934 Act (including but not limited to the reports
under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph  (c)
of Rule 144 adopted by the SEC under the 1933 Act) and the rules and regulations
adopted by the SEC  thereunder  (or, if the Company is not required to file such
reports,  will, upon the request of any holder of Registrable  Securities,  make
publicly  available other  information) and will take such further action as any
holder of  Registrable  Securities  may  reasonably  request,  all to the extent
required from time to time to enable such holder to sell Registrable  Securities
without  registration under the 1933 Act within the limitation of the exemptions
provided  by (a) Rule 144 under the 1933 Act,  as such Rule may be amended  from
time to time,  or (b) any similar rule or  regulation  hereafter  adopted by the
SEC. Upon the request of any holder of Registrable Securities,  the Company will
deliver to such holder a written  statement as to whether it has  complied  with
the requirements of this Section 7.1.

                                  ARTICLE VIII

                                 MISCELLANEOUS

8.1.  AMENDMENTS AND WAIVERS.  This Agreement may be amended and 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 holder or holders of the
sum of the  fifty-one  percent  (51%) or more of the  shares of (i)  Registrable
Securities issued at such time, plus (ii) Registrable  Securities  issuable upon
exercise or conversion of the Securities then constituting derivative securities
(if such Securities were not fully exchanged or converted in full as of the date
such consent if sought).  Each holder of any Registrable  Securities at the time
or  thereafter  outstanding  shall be bound by any  consent  authorized  by this
Section 8.1, whether or not such  Registrable  Securities shall have been marked
to indicate such consent.

8.2.  NOMINEES  FOR  BENEFICIAL  OWNERS.  In  the  event  that  any  Registrable
Securities  are  held  by a  nominee  for  the  beneficial  owner  thereof,  the
beneficial owner thereof may, at its election,  be treated as the holder of such
Registrable Securities for purposes of any request or other action by any holder
or  holders  of  Registrable  Securities  pursuant  to  this  Agreement  or  any
determination  of any number of percentage of shares of  Registrable  Securities
held by a holder or  holders  of  Registrable  Securities  contemplated  by this
Agreement.  If the beneficial owner of any Registrable Securities so elects, the

                                       12

Company may require  assurances  reasonably  satisfactory  to it of such owner's
beneficial ownership or such Registrable Securities.

8.3.  NOTICES.  Except as  otherwise  provided in this  Agreement,  all notices,
requests and other  communications to any Person provided for hereunder shall be
in writing and shall be given to such  Person (a) in the case of a party  hereto
other than the  Company,  addressed to such party in the manner set forth in the
Common Stock Subscription Agreement or at such other address as such party shall
have furnished to the Company in writing, or (b) in the case of any other holder
of Registrable Securities,  at the address that such holder shall have furnished
to the Company in writing,  or,  until any such other holder so furnishes to the
Company  an  address,  then to and at the  address  of the last  holder  of such
Registrable  Securities  who has furnished an address to the Company,  or (c) in
the case of the Company,  at the address set forth on the signature page hereto,
to the attention of its President, or at such other address, or to the attention
of such other  officer,  as the Company  shall have  furnished to each holder of
Registrable  Securities at the time  outstanding.  Each such notice,  request or
other communication shall be effective (i) if given by mail, 72 hours after such
communication  is  deposited  in the mail  with  first  class  postage  prepaid,
addressed as aforesaid or (ii) if given by any other means  (including,  without
limitation,  by fax or air  courier),  when  delivered at the address  specified
above,  provided  that any such notice,  request or  communication  shall not be
effective until received.

8.4.  ASSIGNMENT.  This Agreement shall be binding upon and inure to the benefit
of and be enforceable by the parties hereto. In addition, and whether or not any
express  assignment shall have been made, the provisions of this Agreement which
are for the benefit of the parties  hereto other than the Company  shall also be
for the benefit of and  enforceable by any subsequent  holder of any Registrable
Securities.  Each  of the  Holders  of the  Registrable  Securities  agrees,  by
accepting any portion of the Registrable  Securities  after the date hereof,  to
the provisions of this Agreement including,  without limitation,  appointment of
the  Investor'  Representative  to act on behalf of such Holder  pursuant to the
terms hereof which such actions  shall be made in the good faith  discretion  of
the Investor' Representative and be binding on all persons for all purposes.

8.5. DESCRIPTIVE HEADINGS.  The descriptive headings of the several sections and
paragraphs of this Agreement are inserted for reference only and shall not limit
or otherwise affect the meaning hereof.

8.6.  GOVERNING  LAW.  This  Agreement  shall be governed  by, and  construed in
accordance  with,  the  internal  laws of the State of Florida,  without  giving
effect to principles of conflicts of law.

8.7.  JURISDICTION.  If any action is brought  among the parties with respect to
this  Agreement or  otherwise,  by way of a claim or  counterclaim,  the parties
agree that in any such action, and on all issues, the parties  irrevocably waive
their right to a trial by jury.  Exclusive  jurisdiction  and venue for any such
action shall be the State or Federal Courts serving the State of Florida located
in Broward  County.  In the event  suit or action is brought by any party  under
this Agreement to enforce any of its terms,  or in any appeal  therefrom,  it is
agreed that the prevailing party shall be entitled to reasonable  attorneys fees
to be fixed by the arbitrator, trial court, and/or appellate court.

                                       13

8.8.  ENTIRE  AGREEMENT.  This  Agreement  embodies  the  entire  agreement  and
understanding  between the Company and each other party  hereto  relating to the
subject  matter hereof and supercedes  all prior  agreements and  understandings
relating to such subject matter.

8.9.  SEVERABILITY.  If any provision of this  Agreement,  or the application of
such  provisions  to any  Person or  circumstance,  shall be held  invalid,  the
remainder of this Agreement,  or the application of such provision to Persons or
circumstances  other  than  those  to  which it is held  invalid,  shall  not be
affected thereby.

8.10.  BINDING EFFECT. All the terms and provisions of this Agreement whether so
expressed  or not,  shall be  binding  upon,  inure to the  benefit  of,  and be
enforceable by the parties and their respective administrators, executors, legal
representatives, heirs, successors and assignees.

8.11.  PREPARATION  OF AGREEMENT.  This  Agreement  shall not be construed  more
strongly against any party regardless of who is responsible for its preparation.
The parties  acknowledge  each  contributed  and is equally  responsible for its
preparation.

8.12. FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE. No failure or delay
on the part of any party  hereto in the  exercise of any right  hereunder  shall
impair such right or be  construed  to be a waiver of, or  acquiescence  in, any
breach of any representation,  warranty, covenant or agreement herein, nor shall
nay  single or partial  exercise  of any such  right  preclude  other or further
exercise thereof or of any other right.  All rights and remedies  existing under
this  Agreement are  cumulative to, and not exclusive of, any rights or remedies
otherwise available.

8.13. COUNTERPARTS.  This Agreement may be executed in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which when
executed  shall be deemed to be an  original,  but all of which  taken  together
shall  constitute one and the same agreement.  A facsimile  transmission of this
signed Agreement shall be legal and binding on all parties hereto.

                         [SIGNATURES ON FOLLOWING PAGE]

                                       14

     IN WITNESS WHEREOF,  the Investor and the Company have as of the date first
written above executed this Agreement.

RELATIONSERVE MEDIA, INC.

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

INVESTOR

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                                       15
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