EXHIBIT 10.9
                                  ------------

                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------

      REGISTRATION  RIGHTS AGREEMENT (this  "AGREEMENT"),  dated as of March 21,
2001, by and among  NEXLAND,  INC., a Delaware  corporation,  with its principal
office located at 1101 Brickell Avenue,  North Tower, 2nd Floor, Miami,  Florida
(the "COMPANY"), and CORNELL CAPITAL PARTNERS, LP (the "INVESTOR" INVESTOR).

      WHEREAS:

      A. The Company and the Investor identified in the Line of Credit Agreement
(the "INVESTOR") have entered into a Line of Credit, dated as of the date hereof
(the "LINE OF CREDIT AGREEMENT"),  pursuant to which the Company shall issue and
sell to the  Investor,  from  time to time as  provided  in the  Line of  Credit
Agreement,   and  the  Investor  shall  purchase  up  to  Five  Million  Dollars
($5,000,000) of Debentures (the "LINE OF CREDIT  CONVERTIBLE  DEBENTURES") for a
total purchase price of Five Million Dollars ($5,000,000);

      B.  In  connection  with  the  sale  of the  Line  of  Credit  Convertible
Debentures  the Company is granting to the Investor  the right to purchase  upon
the conversion of the Line of Credit Convertible Debentures the number of shares
of common stock of the Company,  par value $0.0001 per share (the "COMMON STOCK"
equal to (i) the principal  amount of the Debentures  (ii) divided by 80% of the
Market Price (as defined in the Line of Credit  Agreement)  of the Common Stock;
and

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

      NOW, THEREFORE,  in consideration of the premises and the mutual covenants
contained  herein and other good and  valuable  consideration,  the  receipt and
sufficiency  of which are hereby  acknowledged,  the  Company  and the  Investor
hereby agree as follows:

      1. DEFINITIONS.
         -----------

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

         a. "INVESTOR" means the Investor and any transferee or assignee thereof
to whom an Investor  assigns its rights under this  Agreement  and who agrees to
become bound by the provisions of this Agreement in accordance with Section 9.

         b.  "PERSON"  means a  corporation,  a limited  liability  company,  an
association,  a partnership,  an  organization,  a business,  an  individual,  a
governmental or political subdivision thereof or a governmental agency.



<PAGE>


         c. "REGISTER," "REGISTERED," and "REGISTRATION" refer to a registration
effected by preparing and filing one or more Registration Statements (as defined
below) in  compliance  with the 1933 Act and pursuant to Rule 415 under the 1933
Act or any successor rule  providing for offering  securities on a continuous or
delayed basis ("RULE 415"),  and the declaration or ordering of effectiveness of
such  Registration  Statement(s)  by the United States  Securities  and Exchange
Commission (the "SEC").

         d.  "REGISTRABLE  SECURITIES" means the shares of Common Stock issuable
to  Investor  upon  conversion  of the  Line of  Credit  Convertible  Debentures
issuable pursuant to the Line of Credit Agreement.

         e.  "REGISTRATION  STATEMENT" means a registration  statement under the
1933 Act which covers the Registrable Securities.

      2. REGISTRATION.
         ------------

         a. MANDATORY REGISTRATION.  The Company shall prepare and file with the
SEC a  Registration  Statement  on Form S-3  covering  the  resale of all of the
Registrable  Securities.  In the event that Form S-3 is  unavailable  for such a
registration,  the Company  shall use such other form as is available for such a
registration. The Company shall cause such Registration Statement to be declared
effective by the SEC prior to the first sale to Investor of the Company's Common
Stock pursuant to the Line of Credit Agreement.

         b. INELIGIBILITY  FOR FORM  S-3.  In  the  event  that  Form S-3 is not
available for the registration of Registrable Securities hereunder,  the Company
shall (i) register the sale of the Registrable Securities on another appropriate
form and (ii)  undertake to register the  Registrable  Securities on Form S-3 as
soon as such form is available,  provided  that the Company  shall  maintain the
effectiveness of the Registration  Statement then in effect until such time as a
Registration  Statement on Form S-3 covering the Registrable Securities has been
declared effective by the SEC.

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



                                       2
<PAGE>


      3  RELATED OBLIGATIONS.
         -------------------

         a. The Company shall keep the Registration Statement effective pursuant
to Rule 415 at all times  until the date on which the  Investor  shall have sold
all the  Registrable  Securities  covered by such  Registration  Statement  (the
"REGISTRATION  PERIOD"),  which Registration Statement (including any amendments
or supplements thereto and prospectuses contained therein) shall not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein,  or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading.

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

         c.  The  Company  shall  furnish  to each  Investor  whose  Registrable
Securities are included in any Registration  Statement,  without charge,  (i) at
least one (1) copy of such Registration  Statement as declared  effective by the
SEC and any amendment(s) thereto,  including financial statements and schedules,
all  documents  incorporated  therein  by  reference,   all  exhibits  and  each
preliminary prospectus, (ii) ten (10) copies of the final prospectus included in
such Registration  Statement and all amendments and supplements thereto (or such
other number of copies as such Investor may  reasonably  request) and (iii) such
other  documents as such  Investor may  reasonably  request from time to time in
order to facilitate the disposition of the Registrable  Securities owned by such
Investor.

         d. The Company  shall use its best  efforts to (i) register and qualify
the Registrable  Securities covered by a Registration Statement under such other
securities or "blue sky" laws of such  jurisdictions in the United States as any
Investor reasonably requests, (ii) prepare and file in those jurisdictions, such
amendments  (including  post-effective   amendments)  and  supplements  to  such
registrations   and   qualifications   as  may  be  necessary  to  maintain  the
effectiveness  thereof  during the  Registration  Period,  (iii) take such other
actions as may be necessary to maintain such registrations and qualifications in
effect at all times  during  the  Registration  Period,  and (iv) take all other
actions reasonably necessary or advisable to qualify the Registrable  Securities
for sale in such jurisdictions; provided, however, that the Company shall not be


                                       3
<PAGE>


required  in  connection  therewith  or as a  condition  thereto to (w) make any
change to its  certificate  of  incorporation  or  by-laws,  (x)  qualify  to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this Section 3.d.,  (y) subject  itself to general  taxation in any such
jurisdiction,  or (z) file a general  consent  to service of process in any such
jurisdiction.  The  Company  shall  promptly  notify  each  Investor  who  holds
Registrable  Securities of the receipt by the Company of any  notification  with
respect to the suspension of the  registration  or  qualification  of any of the
Registrable  Securities  for sale under the securities or "blue sky" laws of any
jurisdiction  in the  United  States  or its  receipt  of  actual  notice of the
initiation or threat of any proceeding for such purpose.

         e. As promptly as  practicable  after  becoming  aware of such event or
development,  the Company shall notify each Investor in writing of the happening
of any event as a result  of which the  prospectus  included  in a  Registration
Statement, as then in effect, includes an untrue statement of a material fact or
omission to state a material fact required to be stated  therein or necessary to
make the statements therein, in light of the circumstances under which they were
made,  not  misleading  (provided that in no event shall such notice contain any
material, nonpublic information), and promptly prepare a supplement or amendment
to such Registration Statement to correct such untrue statement or omission, and
deliver ten (10) copies of such  supplement or amendment to each  Investor.  The
Company  shall  also  promptly  notify  each  Investor  in  writing  (i)  when a
prospectus or any  prospectus  supplement or  post-effective  amendment has been
filed,  and when a Registration  Statement or any  post-effective  amendment has
become effective  (notification of such effectiveness shall be delivered to each
Investor  by  facsimile  on the  same  day of such  effectiveness),  (ii) of any
request by the SEC for amendments or supplements to a Registration  Statement or
related prospectus or related information, and (iii) of the Company's reasonable
determination that a post-effective  amendment to a Registration Statement would
be appropriate.

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

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

         h. The Company shall make  available for inspection by (i) any Investor
and (ii) one  firm of  accountants  or other  agents  retained  by the  Investor
(collectively,  the "INSPECTORS") all pertinent financial and other records, and
pertinent corporate documents and properties of the Company  (collectively,  the


                                       4
<PAGE>


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

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

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

         k. The Company shall  cooperate with the Investor who hold  Registrable
Securities being offered and, to the extent applicable, to facilitate the timely
preparation  and delivery of certificates  (not bearing any restrictive  legend,
except as provided in Section 9.1 of the Line of Credit Agreement)  representing
the Registrable  Securities to be offered  pursuant to a Registration  Statement


                                       5
<PAGE>


and enable such certificates to be in such denominations or amounts, as the case
may be, as the Investor may  reasonably  request and registered in such names as
the Investor may request.

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

         m. The Company shall make generally  available to its security  holders
as soon as practical, but not later than ninety (90) days after the close of the
period  covered  thereby,  an earnings  statement  (in form  complying  with the
provisions  of Rule 158 under the 1933 Act)  covering a twelve (12) month period
beginning  not later than the first (1st) day of the  Company's  fiscal  quarter
next following the effective date of the Registration Statement.

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

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

         p. The Company  shall take all other  reasonable  actions  necessary to
expedite and facilitate  disposition  by the Investor of Registrable  Securities
pursuant to a Registration Statement.

      4. OBLIGATIONS OF THE INVESTOR.
         ---------------------------

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



                                       6
<PAGE>


      5. EXPENSES OF REGISTRATION.
         ------------------------

      All  expenses  incurred  in  connection  with  registrations,  filings  or
qualifications pursuant to Sections 2 and 3, including,  without limitation, all
registration,  listing and qualifications fees,  printers,  legal and accounting
fees shall be paid by the Company.

      6. INDEMNIFICATION.

      With  respect  to   Registrable   Securities   which  are  included  in  a
Registration Statement under this Agreement:

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


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<PAGE>


Section 3.e.; and Section 7 shall not apply to amounts paid in settlement of any
Claim if such  settlement is effected  without the prior written  consent of the
Company, which consent shall not be unreasonably withheld.  Such indemnity shall
remain in full force and effect  regardless of any  investigation  made by or on
behalf  of  the  Indemnified  Person  and  shall  survive  the  transfer  of the
Registrable Securities by the Investor pursuant to Section 9.

         b. In connection with a Registration Statement, each Investor agrees to
severally  and not jointly  indemnify,  hold  harmless  and defend,  to the same
extent and in the same manner as is set forth in Section 6.a., the Company, each
of its directors and officers, and each Person, if any, who controls the Company
within  the  meaning  of the 1933 Act or the 1934 Act and each of the  Company's
employees, agents and representatives (each an "INDEMNIFIED Party"), against any
Claim or Indemnified Damages to which any of them may become subject,  under the
1933  Act,  the 1934 Act or  otherwise,  insofar  as such  Claim or  Indemnified
Damages arise out of or is based upon any Violation, in each case to the extent,
and only to the  extent,  that such  Violation  occurs in  reliance  upon and in
conformity  with written  information  furnished to the Company by such Investor
expressly for use in connection with such Registration Statement or amendment or
supplement  thereto;  and, subject to Section 6.d., such Investor will reimburse
any legal or other  expenses  reasonably  incurred  by them in  connection  with
investigating or defending any such Claim; provided, however, that the indemnity
agreement  contained  in this Section  6.b.  and the  agreement  with respect to
contribution  contained  in  Section  7  shall  not  apply  to  amounts  paid in
settlement of any Claim if such settlement is effected without the prior written
consent of such  Investor,  which  consent shall not be  unreasonably  withheld;
provided, further, however, that the Investor shall be liable under this Section
6.b. for only that amount of a Claim or  Indemnified  Damages as does not exceed
the net  proceeds  to such  Investor  as a  result  of the  sale of  Registrable
Securities pursuant to such Registration Statement.  Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of
such  Indemnified  Party and  shall  survive  the  transfer  of the  Registrable
Securities by the Investor  pursuant to Section 9.  Notwithstanding  anything to
the contrary contained herein, the  indemnification  agreement contained in this
Section 6.b.  with respect to any  prospectus  shall not inure to the benefit of
any  Indemnified  Party if the untrue  statement  or omission  of material  fact
contained in the  prospectus was corrected and such new prospectus was delivered
to each Investor  prior to such  Investor's  use of the  prospectus to which the
Claim relates.

         c. Promptly after receipt by an Indemnified Person or Indemnified Party
under this Section 6 of notice of the  commencement  of any action or proceeding
(including  any  governmental  action or  proceeding)  involving  a Claim,  such
Indemnified  Person or Indemnified Party shall, if a Claim in respect thereof is
to be made against any  indemnifying  party under this Section 6, deliver to the
indemnifying  party  a  written  notice  of the  commencement  thereof,  and the
indemnifying  party shall have the right to  participate  in, and, to the extent
the indemnifying  party so desires,  jointly with any other  indemnifying  party
similarly  noticed,  to assume  control  of the  defense  thereof  with  counsel
mutually  satisfactory to the indemnifying  party and the Indemnified  Person or
the  Indemnified  Party,  as  the  case  may  be;  provided,  however,  that  an
Indemnified  Person or Indemnified  Party shall have the right to retain its own
counsel  with the fees  and  expenses  of not  more  than one  counsel  for such
Indemnified  Person or Indemnified  Party to be paid by the indemnifying  party,
if, in the reasonable opinion of counsel retained by the indemnifying party, the
representation  by such counsel of the Indemnified  Person or Indemnified  Party
and the  indemnifying  party would be  inappropriate  due to actual or potential


                                       8
<PAGE>


differing interests between such Indemnified Person or Indemnified Party and any
other party  represented by such counsel in such  proceeding.  In the case of an
Indemnified  Person,  legal  counsel  referred to in the  immediately  preceding
sentence shall be selected by the Investor holding a majority in interest of the
Registrable Securities included in the Registration Statement to which the Claim
relates.  The Indemnified Party or Indemnified Person shall cooperate fully with
the indemnifying party in connection with any negotiation or defense of any such
action or claim by the indemnifying  party and shall furnish to the indemnifying
party  all  information   reasonably  available  to  the  Indemnified  Party  or
Indemnified Person which relates to such action or claim. The indemnifying party
shall keep the  Indemnified  Party or  Indemnified  Person fully apprised at all
times as to the  status  of the  defense  or any  settlement  negotiations  with
respect thereto. No indemnifying party shall be liable for any settlement of any
action,  claim  or  proceeding  effected  without  its  prior  written  consent,
provided,  however, that the indemnifying party shall not unreasonably withhold,
delay or condition its consent.  No indemnifying party shall,  without the prior
written consent of the Indemnified Party or Indemnified Person, consent to entry
of any judgment or enter into any settlement or other  compromise which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnified Party or Indemnified  Person of a release from all liability
in respect to such claim or litigation.  Following  indemnification  as provided
for hereunder,  the indemnifying  party shall be subrogated to all rights of the
Indemnified Party or Indemnified Person with respect to all third parties, firms
or corporations  relating to the matter for which indemnification has been made.
The  failure  to  deliver  written  notice to the  indemnifying  party  within a
reasonable  time of the  commencement  of any such action shall not relieve such
indemnifying  party of any liability to the  Indemnified  Person or  Indemnified
Party under this Section 6, except to the extent that the indemnifying  party is
prejudiced in its ability to defend such action.

         d. The  indemnification  required  by this  Section  6 shall be made by
periodic  payments of the amount thereof during the course of the  investigation
or defense, as and when bills are received or Indemnified Damages are incurred.

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

      7. CONTRIBUTION.
         ------------

      To the extent any  indemnification  by an indemnifying party is prohibited
or  limited  by  law,  the  indemnifying   party  agrees  to  make  the  maximum
contribution  with respect to any amounts for which it would otherwise be liable
under Section 6 to the fullest extent permitted by law; provided, however, that:
(i) no seller of Registrable  Securities guilty of fraudulent  misrepresentation
(within  the  meaning of Section  11(f) of the 1933 Act)  shall be  entitled  to
contribution  from any seller of  Registrable  Securities  who was not guilty of
fraudulent misrepresentation; and (ii) contribution by any seller of Registrable
Securities shall be limited in amount to the net amount of proceeds  received by
such seller from the sale of such Registrable Securities.



                                       9
<PAGE>


      8. REPORTS UNDER THE 1934 ACT.
         --------------------------

      With a view to making  available  to the Investor the benefits of Rule 144
promulgated under the 1933 Act or any similar rule or regulation of the SEC that
may at any time  permit the  Investor 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  1933  Act and the 1934 Act so long as the
Company remains subject to such  requirements  (it being understood that nothing
herein shall limit the Company's obligations under the Line of Credit Agreement)
and the  filing  of  such  reports  and  other  documents  is  required  for the
applicable provisions of Rule 144; and

         c. furnish to each Investor so long as such  Investor owns  Registrable
Securities,  promptly upon request,  (i) a written statement by the Company that
it has complied  with the reporting  requirements  of Rule 144, the 1933 Act and
the 1934 Act, (ii) a copy of the most recent  annual or quarterly  report of the
Company and such other reports and documents so filed by the Company,  and (iii)
such other information as may be reasonably  requested to permit the Investor to
sell such securities pursuant to Rule 144 without registration.

      9. ASSIGNMENT OF REGISTRATION RIGHTS.
         ---------------------------------

      The rights under this Agreement shall be  automatically  assignable by the
Investor to any transferee of all or any portion of  Registrable  Securities if:
(i) the  Investor  agrees in writing with the  transferee  or assignee to assign
such rights,  and a copy of such  agreement is furnished to the Company within a
reasonable time after such assignment;  (ii) the Company is, within a reasonable
time after such transfer or assignment, furnished with written notice of (a) the
name and address of such  transferee or assignee,  and (b) the  securities  with
respect to which such  registration  rights are being  transferred  or assigned;
(iii) at or before the time the Company receives the written notice contemplated
by clause (ii) of this  sentence the  transferee  or assignee  agrees in writing
with the Company to be bound by all of the provisions contained herein; and (iv)
such  transfer   shall  have  been  made  in  accordance   with  the  applicable
requirements of the Line of Credit Agreement.

      10.AMENDMENT OF REGISTRATION RIGHTS.
         --------------------------------

      Provisions of this Agreement may be amended and the observance thereof may
be waived (either generally or in a particular instance and either retroactively
or prospectively), only with the written consent of the Company and Investor who
then hold at least two-thirds (2/3) of the Registrable Securities. Any amendment
or waiver effected in accordance with this Section 10 shall be binding upon each
Investor and the  Company.  No such  amendment  shall be effective to the extent
that it applies to fewer than all of the holders of the Registrable  Securities.
No consideration shall be offered or paid to any Person to amend or consent to a
waiver or modification of any provision of any of this Agreement unless the same
consideration also is offered to all of the parties to this Agreement.


                                       10
<PAGE>


      11. MISCELLANEOUS.
          -------------

         a. A Person is deemed to be a holder of Registrable Securities whenever
such Person owns or is deemed to own of record such Registrable  Securities.  If
the Company receives conflicting instructions,  notices or elections from two or
more Persons with respect to the same Registrable Securities,  the Company shall
act upon  the  basis of  instructions,  notice  or  election  received  from the
registered owner of such Registrable Securities.

         b. Any notices,  consents,  waivers or other communications required or
permitted to be given under the terms of this  Agreement  must be in writing and
will be  deemed  to have  been  delivered:  (i)  upon  receipt,  when  delivered
personally;  (ii) upon receipt, when sent by facsimile (provided confirmation of
transmission is mechanically or electronically generated and kept on file by the
sending  party);  or (iii) one  business  day after  deposit  with a  nationally
recognized  overnight  delivery service,  in each case properly addressed to the
party to  receive  the  same.  The  addresses  and  facsimile  numbers  for such
communications shall be:

If to the Company:       NEXLAND, INC.
                         1101 Brickell Avenue
                         North Tower, 2nd Floor
                         Telephone: (305) 358-7771
                         Facsimile: (305) 358-3151
                         Attention:  Gregory S. Levine, President

With a copy to:          Kirkpatrick & Lockhart LLP
                         Attention:  Clayton Parker
                         201 South Biscayne Boulevard, Suite 2000
                         Miami, Florida  33131
                         Telephone:  (305) 539-3300
                         Facsimile:  (305) 358-7095

If to an  Investor,  to its  address  and  facsimile  number on the  Schedule of
Investor attached hereto, with copies to such Investor's  representatives as set
forth on the  Schedule  of Investor or to such other  address  and/or  facsimile
number and/or to the  attention of such other person as the recipient  party has
specified by written notice given to each other party five (5) days prior to the
effectiveness of such change.  Written  confirmation of receipt (A) given by the
recipient  of  such  notice,  consent,   waiver  or  other  communication,   (B)
mechanically  or  electronically  generated  by the sender's  facsimile  machine
containing the time, date,  recipient facsimile number and an image of the first
page of such  transmission  or (C)  provided by a courier or  overnight  courier
service shall be rebuttable  evidence of personal service,  receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

         c.  Failure  of any party to  exercise  any right or remedy  under this
Agreement or otherwise,  or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.


                                       11
<PAGE>


         d. The corporate  laws of the State of Delaware shall govern all issues
concerning  the  relative  rights  of  the  Company  and  the  Investor  as  its
stockholders.  All  other  questions  concerning  the  construction,   validity,
enforcement  and  interpretation  of this  Agreement  shall be  governed  by the
internal laws of the State of New York,  without  giving effect to any choice of
law or conflict of law  provision  or rule  (whether of the State of New York or
any other  jurisdiction)  that would  cause the  application  of the laws of any
jurisdiction  other than the State of New York.  Each party  hereby  irrevocably
submits  to the  non-exclusive  jurisdiction  of the  state and  federal  courts
sitting in the City of New York,  Borough of Manhattan,  for the adjudication of
any  dispute  hereunder  or in  connection  herewith  or  with  any  transaction
contemplated  hereby or discussed herein,  and hereby  irrevocably  waives,  and
agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action
or  proceeding  is  brought in an  inconvenient  forum or that the venue of such
suit,  action or proceeding is improper.  Each party hereby  irrevocably  waives
personal  service of process and  consents to process  being  served in any such
suit,  action or  proceeding  by  mailing a copy  thereof  to such  party at the
address for such notices to it under this Agreement and agrees that such service
shall  constitute  good and  sufficient  service of process and notice  thereof.
Nothing  contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. If any provision of this Agreement shall
be  invalid  or   unenforceable   in  any   jurisdiction,   such  invalidity  or
unenforceability  shall  not  affect  the  validity  or  enforceability  of  the
remainder  of  this   Agreement  in  that   jurisdiction   or  the  validity  or
enforceability  of any  provision of this  Agreement in any other  jurisdiction.
EACH PARTY HEREBY  IRREVOCABLY  WAIVES ANY RIGHT IT MAY HAVE,  AND AGREES NOT TO
REQUEST,  A JURY  TRIAL FOR THE  ADJUDICATION  OF ANY  DISPUTE  HEREUNDER  OR IN
CONNECTION  HEREWITH  OR  ARISING  OUT OF  THIS  AGREEMENT  OR  ANY  TRANSACTION
CONTEMPLATED HEREBY.

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

         f. Subject to the requirements of Section 9, this Agreement shall inure
to the benefit of and be binding upon the  permitted  successors  and assigns of
each of the parties hereto.

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

         h. This  Agreement may be executed in identical  counterparts,  each of
which shall be deemed an original but all of which shall  constitute one and the
same agreement.  This Agreement,  once executed by a party,  may be delivered to
the other party hereto by  facsimile  transmission  of a copy of this  Agreement
bearing the signature of the party so delivering this Agreement.

         i. Each party shall do and perform,  or cause to be done and performed,
all such further acts and things,  and shall  execute and deliver all such other
agreements,  certificates,  instruments  and  documents,  as the other party may


                                       12
<PAGE>


reasonably  request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.

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

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

         l. This Agreement is intended for the benefit of the parties hereto and
their respective  permitted  successors and assigns,  and is not for the benefit
of, nor may any provision hereof be enforced by, any other Person.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]








                                       13
<PAGE>


      IN WITNESS  WHEREOF,  the parties  have caused  this  Registration  Rights
Agreement to be duly executed as of day and year first above written.

                                       NEXLAND, INC.

                                       By: /s/ Gregory S. Levine
                                          ---------------------------
                                       Name: Gregory S. Levine
                                       Title: President

                                       CORNELL CAPITAL PARTNERS, LP

                                       By: Yorkville Advisors Management, LLC
                                       Its: General Partner



                                       By: /s/ Mark A. Angelo
                                          ---------------------------
                                       Name: Mark A. Angelo
                                       Its: Fund Manager









                                       14

<PAGE>


                              SCHEDULE OF INVESTORS
                              --------------------


                    INVESTOR ADDRESS           INVESTOR'S REPRESENTATIVES'
INVESTOR NAME       AND FACSIMILE NUMBER       ADDRESS AND FACSIMILE NUMBER
-------------       --------------------       ----------------------------
Cornell Capital     Cornell Capital Partners,  Yorkville Advisors Management,
Partners, LP        LP                         LLC
                    c/o Yorkville Advisors     521 Fifth Avenue - 17th Floor
                    Management, LLC            New York, NY 10175
                    521 Fifth Avenue -
                    17th Floor
                    New York, NY 10175












                                       15


<PAGE>


                                    EXHIBIT A
                                    ---------

                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT
                            -------------------------


[TRANSFER AGENT]
ATTN:
     -------------------

            Re:   NEXLAND, INC.
                  -------------

Ladies and Gentlemen:

      We are counsel to Nexland,  Inc., a Delaware  corporation (the "Company"),
and have  represented the Company in connection with that certain Line of Credit
Agreement (the "LINE OF CREDIT AGREEMENT") entered into by and among the Company
and the Investor named therein (, the "INVESTOR")  pursuant to which the Company
issued to the Investor  shares of its Common  Stock,  par value $0.001 per share
(the "COMMON STOCK"). Pursuant to the Line of Credit Agreement, the Company also
has  entered  into a  Registration  Rights  Agreement  with  the  Investor  (the
"REGISTRATION  RIGHTS  AGREEMENT")  pursuant to which the Company agreed,  among
other  things,  to  register  the  Registrable  Securities  (as  defined  in the
Registration Rights Agreement) under the Securities Act of 1933, as amended (the
"1933 ACT"). In connection with the Company's obligations under the Registration
Rights  Agreement,  on  ____________  ____,  the  Company  filed a  Registration
Statement  on Form  ________  (File No.  333-_____________)  (the  "REGISTRATION
STATEMENT") with the Securities and Exchange  Commission (the "SEC") relating to
the  Registrable  Securities  which  names  each of the  Investor  as a  selling
stockholder thereunder.

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

                                    Very truly yours,

                                    [ISSUER'S COUNSEL]

                                    By:
                                       ---------------------------------

cc:   [LIST NAMES OF INVESTOR]