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                                                                   Exhibit 4.9.2

                          REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement (this "Agreement") is made and
entered into as of May 14, 2004, by and between Epixtar Corp., a Florida
corporation (the "Company"), and Laurus Master Fund, Ltd. (the "Purchaser").

         This Agreement is made pursuant to the Securities Purchase Agreement,
dated as of the date hereof, by and between the Purchaser and the Company (the
"Securities Purchase Agreement"), and pursuant to the Note and the Warrants
referred to therein.

         The Company and the Purchaser hereby agree as follows:

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

                  "Commission" means the Securities and Exchange Commission.

                  "Common Stock" means shares of the Company's common stock, par
value $0.01 per share.

                  "Effectiveness Date" means the 120th day following the date
hereof.

                  "Effectiveness Period" shall have the meaning set forth in
Section 2(a).

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and any successor statute.


                  "Filing Date" means, with respect to the Registration
Statement required to be filed hereunder, a date no later than June 18, 2004 and
with respect to shares of Common Stock issuable to the Holder as a result of
adjustments to the Fixed Conversion Price made pursuant to Section 3.4 of the
Secured Convertible Term Note or Section 4 of the Warrant or otherwise, thirty
(30) days after the occurrence such event or the date of the adjustment of the
Fixed Conversion Price.


                  "Holder" or "Holders" means the Purchaser or any of its
affiliates or transferees to the extent any of them hold Registrable Securities.

                  "Indemnified Party" shall have the meaning set forth in
Section 5(c).

                  "Indemnifying Party" shall have the meaning set forth in
Section 5(c).

                  "Note" has the meaning set forth in the Securities Purchase
Agreement.


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                  "Proceeding" means an arbitration, action, claim, suit,
investigation or proceeding (including, without limitation, an investigation or
partial proceeding, such as a deposition), whether commenced or threatened.

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

                  "Registrable Securities" means the shares of Common Stock
issued upon the conversion of the Note and issuable upon exercise of the
Warrants.

                  "Registration Statement" means each registration statement
required to be filed hereunder, including the Prospectus, amendments and
supplements to such registration statement or Prospectus, including pre- and
post-effective amendments, all exhibits thereto, and all material incorporated
by reference or deemed to be incorporated by reference in such registration
statement.

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

                  "Rule 415" means Rule 415 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.

                  "Rule 424" means Rule 424 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.

                  "Securities Act" means the Securities Act of 1933, as amended,
and any successor statute.

                  "Securities Purchase Agreement" means the agreement between
the parties hereto calling for the issuance by the Company of $5,000,000 of
convertible Note plus Warrants.


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                  "Trading Market" means any of the NASD OTCBB, NASDAQ SmallCap
Market, the Nasdaq National Market, the American Stock Exchange or the New York
Stock Exchange.

                  "Warrants" means the Common Stock purchase warrants issued
pursuant to the Securities Purchase Agreement.

         2.   Registration.

              (a) On or prior to the Filing Date the Company shall prepare and
         file with the Commission a Registration Statement covering the
         Registrable Securities for an offering to be made on a continuous basis
         pursuant to Rule 415. The Registration Statement shall be on Form S-1
         or SB-2 (except if the Company is not then eligible to register for
         resale the Registrable Securities on Form S-1 or SB-2, in which case
         such registration shall be on another appropriate form in accordance
         herewith). The Company shall cause the Registration Statement to become
         effective and remain effective as provided herein. The Company shall
         use its reasonable commercial efforts to cause the Registration
         Statement to be declared effective under the Securities Act as promptly
         as possible after the filing thereof, but in any event no later than
         the Effectiveness Date. The Company shall use its reasonable commercial
         efforts to keep the Registration Statement continuously effective under
         the Securities Act until the date which is the earlier date of when (i)
         all Registrable Securities have been sold or (ii) all Registrable
         Securities may be sold immediately without registration under the
         Securities Act and without volume restrictions pursuant to Rule 144(k),
         as determined by the counsel to the Company pursuant to a written
         opinion letter to such effect, addressed and acceptable to the
         Company's transfer agent and the affected Holders (the "Effectiveness
         Period").

              (b) If: (i) the Registration Statement is not filed on or prior to
         the Filing Date; (ii) the Registration Statement is not declared
         effective by the Commission by the Effectiveness Date; (iii) after the
         Registration Statement is filed with and declared effective by the
         Commission, the Registration Statement ceases to be effective (by
         suspension or otherwise) as to all Registrable Securities to which it
         is required to relate at any time prior to the expiration of the
         Effectiveness Period (without being succeeded immediately by an
         additional registration statement filed and declared effective) for a
         period of time which shall exceed 30 days in the aggregate per year or
         more than 20 consecutive calendar days (defined as a period of 365 days
         commencing on the date the Registration Statement is declared
         effective); or (iv) the Common Stock is not listed or quoted, or is
         suspended from trading on any Trading Market for a period of three (3)
         consecutive Trading Days (provided the Company shall not have been able
         to cure such trading suspension within 30 days of the notice thereof or
         list the Common Stock on another Trading Market); (any such failure or
         breach being referred to as an "Event," and for purposes of clause (i)
         or (ii) the date on which such Event occurs, or for purposes of clause
         (iii) the date which such 30 day or 20 consecutive day period (as the
         case may be) is exceeded, or for purposes of clause (iv) the date on
         which such three (3) Trading Day period is exceeded, being referred to
         as "Event Date"), then until the applicable Event is cured, the Company
         shall pay to each Holder an amount in cash, as liquidated damages and
         not as a penalty, equal to 2.0% for each thirty (30) day period
         (prorated for partial periods) on a daily basis of the original
         principal amount of the Note. While such Event continues, such
         liquidated damages shall be paid not less often than each thirty (30)
         days. Any unpaid liquidated damages as of the date when an Event has
         been cured by the Company shall be paid within three (3) days following
         the date on which such Event has been cured by the Company.

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              (c) Within three business days of the Effectiveness Date, the
         Company shall cause its counsel to issue a blanket opinion in the form
         attached hereto as Exhibit A, to the transfer agent stating that the
         shares are subject to an effective registration statement and can be
         reissued free of restrictive legend upon notice of a sale by Laurus and
         confirmation by Laurus that it has complied with the prospectus
         delivery requirements, provided that the Company has not advised the
         transfer agent orally or in writing that the opinion has been
         withdrawn. Copies of the blanket opinion required by this Section 2(c)
         shall be delivered to Laurus within the time frame set forth above.


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

              (a) prepare and file with the Commission the Registration
         Statement with respect to such Registrable Securities, respond as
         promptly as possible to any comments received from the Commission, and
         use its best efforts to cause the Registration Statement to become and
         remain effective for the Effectiveness Period with respect thereto, and
         promptly provide to the Purchaser copies of all filings and Commission
         letters of comment relating thereto;

              (b) prepare and file with the Commission such amendments and
         supplements to the Registration Statement and the Prospectus used in
         connection therewith as may be necessary to comply with the provisions
         of the Securities Act with respect to the disposition of all
         Registrable Securities covered by the Registration Statement and to
         keep such Registration Statement effective until the expiration of the
         Effectiveness Period;

              (c) furnish to the Purchaser such number of copies of the
         Registration Statement and the Prospectus included therein (including
         each preliminary Prospectus) as the Purchaser reasonably may request to
         facilitate the public sale or disposition of the Registrable Securities
         covered by the Registration Statement;

              (d) use its commercially reasonable efforts to register or qualify
         the Purchaser's Registrable Securities covered by the Registration
         Statement under the securities or "blue sky" laws of such jurisdictions
         within the United States as the Purchaser may reasonably request,
         provided, however, that the Company shall not for any such purpose be
         required to qualify generally to transact business as a foreign
         corporation in any jurisdiction where it is not so qualified or to
         consent to general service of process in any such jurisdiction;


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              (e) list the Registrable Securities covered by the Registration
         Statement with any securities exchange on which the Common Stock of the
         Company is then listed;

              (f) immediately notify the Purchaser at any time when a Prospectus
         relating thereto is required to be delivered under the Securities Act,
         of the happening of any event of which the Company has knowledge as a
         result of which the Prospectus contained in such Registration
         Statement, as then in effect, includes an untrue statement of a
         material fact or omits to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading in
         light of the circumstances then existing; and

              (g) make available for inspection by the Purchaser and any
         attorney, accountant or other agent retained by the Purchaser, all
         publicly available, non-confidential financial and other records,
         pertinent corporate documents and properties of the Company, and cause
         the Company's officers, directors and employees to supply all publicly
         available, non-confidential information reasonably requested by the
         attorney, accountant or agent of the Purchaser.

         4. Registration Expenses. All expenses relating to the Company's
compliance with Sections 2 and 3 hereof, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel and independent public accountants for the Company, fees and expenses
(including reasonable counsel fees) incurred in connection with complying with
state securities or "blue sky" laws, fees of the NASD, transfer taxes, fees of
transfer agents and registrars, fees of, and disbursements incurred by, one
counsel for the Holders (to the extent such counsel is required due to Company's
failure to meet any of its obligations hereunder), are called "Registration
Expenses". All selling commissions applicable to the sale of Registrable
Securities, including any fees and disbursements of any special counsel to the
Holders beyond those included in Registration Expenses, are called "Selling
Expenses." The Company shall only be responsible for all Registration Expenses.

         5. Indemnification.

              (a) In the event of a registration of any Registrable Securities
         under the Securities Act pursuant to this Agreement, the Company will
         indemnify and hold harmless the Purchaser, and its officers, directors
         and each other person, if any, who controls the Purchaser within the
         meaning of the Securities Act, against any losses, claims, damages or
         liabilities, joint or several, to which the Purchaser, or such persons
         may become subject under the Securities Act or otherwise, insofar as
         such losses, claims, damages or liabilities (or actions in respect
         thereof) arise out of or are based upon any untrue statement or alleged
         untrue statement of any material fact contained in any Registration
         Statement under which such Registrable Securities were registered under
         the Securities Act pursuant to this Agreement, any preliminary
         Prospectus or final Prospectus contained therein, or any amendment or
         supplement thereof, or arise out of or are based upon the omission or
         alleged omission to state therein a material fact required to be stated
         therein or necessary to make the statements therein not misleading, and
         will reimburse the Purchaser, and each such person for any reasonable
         legal or other expenses incurred by them in connection with
         investigating or defending any such loss, claim, damage, liability or
         action; provided, however, that the Company will not be liable in any
         such case if and to the extent that any such loss, claim, damage or
         liability arises out of or is based upon an untrue statement or alleged
         untrue statement or omission or alleged omission so made in conformity
         with information furnished by or on behalf of the Purchaser or any such
         person in writing specifically for use in any such document.


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              (b) In the event of a registration of the Registrable Securities
         under the Securities Act pursuant to this Agreement, the Purchaser will
         indemnify and hold harmless the Company, and its officers, directors
         and each other person, if any, who controls the Company within the
         meaning of the Securities Act, against all losses, claims, damages or
         liabilities, joint or several, to which the Company or such persons may
         become subject under the Securities Act or otherwise, insofar as such
         losses, claims, damages or liabilities (or actions in respect thereof)
         arise out of or are based upon any untrue statement or alleged untrue
         statement of any material fact which was furnished in writing by the
         Purchaser to the Company expressly for use in (and such information is
         contained in) the Registration Statement under which such Registrable
         Securities were registered under the Securities Act pursuant to this
         Agreement, any preliminary Prospectus or final Prospectus contained
         therein, or any amendment or supplement thereof, or arise out of or are
         based upon the omission or alleged omission to state therein a material
         fact required to be stated therein or necessary to make the statements
         therein not misleading, and will reimburse the Company and each such
         person for any reasonable legal or other expenses incurred by them in
         connection with investigating or defending any such loss, claim,
         damage, liability or action, provided, however, that the Purchaser will
         be liable in any such case if and only to the extent that any such
         loss, claim, damage or liability arises out of or is based upon an
         untrue statement or alleged untrue statement or omission or alleged
         omission so made in conformity with information furnished in writing to
         the Company by or on behalf of the Purchaser specifically for use in
         any such document. Notwithstanding the provisions of this paragraph,
         the Purchaser shall not be required to indemnify any person or entity
         in excess of the amount of the aggregate net proceeds received by the
         Purchaser in respect of Registrable Securities in connection with any
         such registration under the Securities Act.

              (c) Promptly after receipt by a party entitled to claim
         indemnification hereunder (an "Indemnified Party") of notice of the
         commencement of any action, such Indemnified Party shall, if a claim
         for indemnification in respect thereof is to be made against a party
         hereto obligated to indemnify such Indemnified Party (an "Indemnifying
         Party"), notify the Indemnifying Party in writing thereof, but the
         omission so to notify the Indemnifying Party shall not relieve it from
         any liability which it may have to such Indemnified Party other than
         under this Section 5(c) and shall only relieve it from any liability
         which it may have to such Indemnified Party under this Section 5(c) if
         and to the extent the Indemnifying Party is prejudiced by such
         omission. In case any such action shall be brought against any
         Indemnified Party and it shall notify the Indemnifying Party of the
         commencement thereof, the Indemnifying Party shall be entitled to
         participate in and, to the extent it shall wish, to assume and
         undertake the defense thereof with counsel satisfactory to such
         Indemnified Party, and, after notice from the Indemnifying Party to
         such Indemnified Party of its election so to assume and undertake the
         defense thereof, the Indemnifying Party shall not be liable to such
         Indemnified Party under this Section 5(c) for any legal expenses
         subsequently incurred by such Indemnified Party in connection with the
         defense thereof; if the Indemnified Party retains its own counsel, then
         the Indemnified Party shall pay all fees, costs and expenses of such
         counsel, provided, however, that, if the defendants in any such action
         include both the indemnified party and the Indemnifying Party and the
         Indemnified Party shall have reasonably concluded that there may be
         reasonable defenses available to it which are different from or
         additional to those available to the Indemnifying Party or if the
         interests of the Indemnified Party reasonably may be deemed to conflict
         with the interests of the Indemnifying Party, the Indemnified Party
         shall have the right to select one separate counsel and to assume such
         legal defenses and otherwise to participate in the defense of such
         action, with the reasonable expenses and fees of such separate counsel
         and other expenses related to such participation to be reimbursed by
         the Indemnifying Party as incurred.


<PAGE>

              (d) In order to provide for just and equitable contribution in the
         event of joint liability under the Securities Act in any case in which
         either (i) the Purchaser, or any officer, director or controlling
         person of the Purchaser, makes a claim for indemnification pursuant to
         this Section 5 but it is judicially determined (by the entry of a final
         judgment or decree by a court of competent jurisdiction and the
         expiration of time to appeal or the denial of the last right of appeal)
         that such indemnification may not be enforced in such case
         notwithstanding the fact that this Section 5 provides for
         indemnification in such case, or (ii) contribution under the Securities
         Act may be required on the part of the Purchaser or such officer,
         director or controlling person of the Purchaser in circumstances for
         which indemnification is provided under this Section 5; then, and in
         each such case, the Company and the Purchaser will contribute to the
         aggregate losses, claims, damages or liabilities to which they may be
         subject (after contribution from others) in such proportion so that the
         Purchaser is responsible only for the portion represented by the
         percentage that the public offering price of its securities offered by
         the Registration Statement bears to the public offering price of all
         securities offered by such Registration Statement, provided, however,
         that, in any such case, (A) the Purchaser will not be required to
         contribute any amount in excess of the public offering price of all
         such securities offered by it pursuant to such Registration Statement;
         and (B) no person or entity guilty of fraudulent misrepresentation
         (within the meaning of Section 10(f) of the Securities Act) will be
         entitled to contribution from any person or entity who was not guilty
         of such fraudulent misrepresentation.


<PAGE>

6.       Representations and Warranties.

         (a) The Common Stock of the Company is registered pursuant to Section
12(b) or 12(g) of the Exchange Act and, except with respect to certain matters
which the Company has disclosed to the Purchaser on Schedule 4.21 to the
Securities Purchase Agreement, the Company has timely filed all proxy
statements, reports, schedules, forms, statements and other documents required
to be filed by it under the Exchange Act. The Company has filed (i) its Annual
Report on Form 10-K for its fiscal year ended December 31, 2003 and (ii) its
Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2003,
and (iii) the Form 8-K filings which it has made during the fiscal year 2004 to
date (collectively, the "SEC Reports"). Each SEC Report was, at the time of its
filing, in substantial compliance with the requirements of its respective form
and none of the SEC Reports, nor the financial statements (and the notes
thereto) included in the SEC Reports, as of their respective filing dates,
contained any untrue statement of a material fact or omitted 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. The
financial statements of the Company included in the SEC Reports comply as to
form in all material respects with applicable accounting requirements and the
published rules and regulations of the Commission or other applicable rules and
regulations with respect thereto. Such financial statements have been prepared
in accordance with generally accepted accounting principles ("GAAP") applied on
a consistent basis during the periods involved (except (i) as may be otherwise
indicated in such financial statements or the notes thereto or (ii) in the case
of unaudited interim statements, to the extent they may not include footnotes or
may be condensed) and fairly present in all material respects the financial
condition, the results of operations and the cash flows of the Company and its
subsidiaries, on a consolidated basis, as of, and for, the periods presented in
each such SEC Report.

         (b) The Common Stock is traded on the NASD OTCBB and satisfies all
requirements for the continuation of such trading. The Company has not received
any notice that its Common Stock will not be eligible to be traded on the NASD
OTCBB (except for prior notices which have been fully remedied) or that the
Common Stock does not meet all requirements for the continuation of such
trading.

         (c) Neither the Company, nor any of its affiliates, nor any person
acting on its or their behalf, has directly or indirectly made any offers or
sales of any security or solicited any offers to buy any security under
circumstances that would cause the offering of the Securities pursuant to the
Securities Purchase Agreement to be integrated with prior offerings by the
Company for purposes of the Securities Act which would prevent the Company from
selling the Common Stock pursuant to Rule 506 under the Securities Act, or any
applicable exchange-related stockholder approval provisions, nor will the
Company or any of its affiliates or subsidiaries take any action or steps that
would cause the offering of the Securities to be integrated with other
offerings.


<PAGE>

         (d) The Warrants, the Note and the shares of Common Stock which the
Purchaser may acquire pursuant to the Warrants and the Note are all restricted
securities under the Securities Act as of the date of this Agreement. The
Company will not issue any stop transfer order or other order impeding the sale
and delivery of any of the Registrable Securities at such time as such
Registrable Securities are registered for public sale or an exemption from
registration is available, except as required by federal or state securities
laws or as otherwise permitted by this Agreement, the Purchase Agreement or any
Related Agreement.

         (e) The Company understands the nature of the Registrable Securities
issuable upon the conversion of the Note and the exercise of the Warrant and
recognizes that the issuance of such Registrable Securities may have a potential
dilutive effect. The Company specifically acknowledges that its obligation to
issue the Registrable Securities is binding upon the Company and enforceable
regardless of the dilution such issuance may have on the ownership interests of
other shareholders of the Company.

         (f) Except for agreements made in the ordinary course of business,
there is no agreement that has not been filed with the Commission as an exhibit
to a registration statement or to a form required to be filed by the Company
under the Exchange Act, the breach of which could reasonably be expected to have
a material and adverse effect on the Company and its subsidiaries, or would
prohibit or otherwise interfere with the ability of the Company to enter into
and perform any of its obligations under this Agreement in any material respect.

         (g) The Company will at all times have authorized and reserved a
sufficient number of shares of Common Stock for the full conversion of the Note
and exercise of the Warrants.

7.       Miscellaneous.

         (a) Remedies. In the event of a breach by the Company or by a Holder,
of any of their respective obligations under this Agreement, each Holder or the
Company, as the case may be, in addition to being entitled to exercise all
rights granted by law and under this Agreement, including recovery of damages,
will be entitled to specific performance of its rights under this Agreement.

         (b) No Piggyback on Registrations. Except as and to the extent
specified in Schedule 7(b) hereto, neither the Company nor any of its security
holders (other than the Holders in such capacity pursuant hereto) may include
securities of the Company in any Registration Statement other than the
Registrable Securities, and the Company shall not after the date hereof enter
into any agreement providing any such right for inclusion of shares in the
Registration Statement to any of its security holders. Except as and to the
extent specified in Schedule 7(b) hereto, the Company has not previously entered
into any agreement granting any registration rights with respect to any of its
securities to any Person that have not been fully satisfied.

<PAGE>

         (c) Compliance. Each Holder covenants and agrees that it will comply
with the prospectus delivery requirements of the Securities Act as applicable to
it in connection with sales of Registrable Securities pursuant to the
Registration Statement.

         (d) Discontinued Disposition. Each Holder agrees by its acquisition of
such Registrable Securities that, upon receipt of a notice from the Company of
the occurrence of a Discontinuation Event (as defined below), such Holder will
forthwith discontinue disposition of such Registrable Securities under the
applicable Registration Statement until such Holder's receipt of the copies of
the supplemented Prospectus and/or amended Registration Statement or until it is
advised in writing (the "Advice") by the Company that the use of the applicable
Prospectus may be resumed, and, in either case, has received copies of any
additional or supplemental filings that are incorporated or deemed to be
incorporated by reference in such Prospectus or Registration Statement. The
Company may provide appropriate stop orders to enforce the provisions of this
paragraph. For purposes of this Section 7(d), a "Discontinuation Event" shall
mean (i) when the Commission notifies the Company whether there will be a
"review" of such Registration Statement and whenever the Commission comments in
writing on such Registration Statement (the Company shall provide true and
complete copies thereof and all written responses thereto to each of the
Holders); (ii) any request by the Commission or any other Federal or state
governmental authority for amendments or supplements to such Registration
Statement or Prospectus or for additional information; (iii) the issuance by the
Commission of any stop order suspending the effectiveness of such Registration
Statement covering any or all of the Registrable Securities or the initiation of
any Proceedings for that purpose; (iv) the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any
jurisdiction, or the initiation or threatening of any Proceeding for such
purpose; and/or (v) the occurrence of any event or passage of time that makes
the financial statements included in such Registration Statement ineligible for
inclusion therein or any statement made in such Registration Statement or
Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires any revisions to such
Registration Statement, Prospectus or other documents so that, in the case of
such Registration Statement or Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any 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.



<PAGE>

         (e) Piggy-Back Registrations. If at any time during the Effectiveness
Period there is not an effective Registration Statement covering all of the
Registrable Securities and the Company shall determine to prepare and file with
the Commission a registration statement relating to an offering for its own
account or the account of others under the Securities Act of any of its equity
securities, other than on Form S-4 or Form S-8 (each as promulgated under the
Securities Act) or their then equivalents relating to equity securities to be
issued solely in connection with any acquisition of any entity or business or
equity securities issuable in connection with stock option or other employee
benefit plans, then the Company shall send to each Holder written notice of such
determination and, if within fifteen days after receipt of such notice, any such
Holder shall so request in writing, the Company shall include in such
registration statement all or any part of such Registrable Securities such
holder requests to be registered to the extent the Company may do so without
violating registration rights of others which exist as of the date of this
Agreement, subject to customary underwriter cutbacks applicable to all holders
of registration rights and subject to obtaining any required the consent of any
selling stockholder(s) to such inclusion under such registration statement.

         (f) Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given, unless the same shall be in writing and signed by the Company and the
Holders of the then outstanding Registrable Securities. Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with respect
to a matter that relates exclusively to the rights of certain Holders and that
does not directly or indirectly affect the rights of other Holders may be given
by Holders of at least a majority of the Registrable Securities to which such
waiver or consent relates; provided, however, that the provisions of this
sentence may not be amended, modified, or supplemented except in accordance with
the provisions of the immediately preceding sentence.

         (g) Notices. Any notice or request hereunder may be given to the
Company or the Purchaser at the respective addresses set forth below or as may
hereafter be specified in a notice designated as a change of address under this
Section 7(g). Any notice or request hereunder shall be given by registered or
certified mail, return receipt requested, hand delivery, overnight mail, Federal
Express or other national overnight next day carrier (collectively, "Courier")
or telecopy (confirmed by mail). Notices and requests shall be, in the case of
those by hand delivery, deemed to have been given when delivered to any party to
whom it is addressed, in the case of those by mail or overnight mail, deemed to
have been given three (3) business days after the date when deposited in the
mail or with the overnight mail carrier, in the case of a Courier, the next
business day following timely delivery of the package with the Courier, and, in
the case of a telecopy, when confirmed. The address for such notices and
communications shall be as follows:


<PAGE>

           If to the Company:              Epixtar Corp.
                                           11900 Biscayne Boulevard, Suite 262
                                           Miami, Florida 33181

                                           Attention: David Srour
                                           Facsimile: 305-503-8610

                                           with a copy to:
                                           MICHAEL DIGIOVANNA, ESQ.
                                           212 CARNEGIE CENTER
                                           SUITE 206
                                           PRINCETON, NEW JERSEY 08540

                                           Facsimile: 609-452-9473

           If to a Purchaser:              To the address set forth under
                                           such Purchaser name on the
                                           signature pages hereto.



           If to any other Person who
           is then the registered Holder:  To the address of such Holder as
                                           it appears in the stock transfer
                                           books of the Company



         or such other address as may be designated in writing hereafter in
         accordance with this Section 7(g) by such Person.

              (h) Successors and Assigns. This Agreement shall inure to the
         benefit of and be binding upon the successors and permitted assigns of
         each of the parties and shall inure to the benefit of each Holder. The
         Company may not assign its rights or obligations hereunder without the
         prior written consent of each Holder. Each Holder may assign their
         respective rights hereunder in the manner and to the Persons as
         permitted under the Notes and the Security Agreement with the prior
         written consent of the Company, which consent shall not be unreasonably
         withheld.

              (i) Execution and Counterparts. This Agreement may be executed in
         any number of counterparts, each of which when so executed shall be
         deemed to be an original and, all of which taken together shall
         constitute one and the same Agreement. In the event that any signature
         is delivered by facsimile transmission, such signature shall create a
         valid binding obligation of the party executing (or on whose behalf
         such signature is executed) the same with the same force and effect as
         if such facsimile signature were the original thereof.

              (j) Governing Law. All questions concerning the construction,
         validity, enforcement and interpretation of this Agreement shall be
         governed by and construed and enforced in accordance with the internal
         laws of the State of New York, without regard to the principles of

<PAGE>

         conflicts of law thereof. Except as set forth below in this Section
         7(j), any and all disputes, controversies and claims that the Company
         or any of its Subsidiaries may assert against the Purchaser arising out
         of or relating to this Agreement, the Securities Purchase Agreement or
         any other Related Agreement shall be determined exclusively by
         arbitration (each such arbitration, an "Arbitration") in New York City
         before a panel of three neutral arbitrators agreed to by the Purchaser
         and the Company (collectively, the "Arbitrators") in accordance with
         and pursuant to the then existing commercial arbitration rules of the
         American Arbitration Association. The Company (on its behalf and on
         behalf of its Subsidiaries) hereby irrevocably waives any right to
         assert such claims in any other forum. The Arbitrators shall have the
         power in their discretion to award specific performance or injunctive
         relief (but shall not have the power to render any incidental, special
         or punitive damages) and reasonable attorneys' fees and expenses to any
         party in any arbitration. The Arbitrators may not change, modify or
         alter any express condition, term or provision of this Agreement, the
         Securities Purchase Agreement or of any other Related Agreement nor
         shall they have the power to render any award against the Purchaser
         that would have such effect. Each Arbitration award shall be final and
         binding upon the parties subject thereto and judgment may be entered
         thereon in any court of competent jurisdiction. The service of any
         notice, process, motion or other document in connection with an
         Arbitration or for the enforcement of any Arbitration award may be made
         in the same manner as communications may be given under Section 7(g)
         hereof. Notwithstanding the foregoing, the provisions of this Section
         7(j) nor any other provision contained in this Agreement, the
         Securities Purchase Agreement or in any Related Agreement shall limit
         in any manner whatsoever the Purchaser's right to commence an action
         against or in connection with the Company, any of its Subsidiaries or
         their respective properties in any court of competent jurisdiction or
         otherwise utilize judicial process in connection with or arising out of
         the Purchaser's rights and remedies under this Agreement, the
         Securities Purchase Agreement and/or any Related Agreement or otherwise
         (any such action, a "Court Action"). Court Actions may be brought by
         the Purchaser in any state or federal court of competent jurisdiction
         and the Company (on its behalf and on behalf of its Subsidiaries)
         irrevocably submits to the jurisdiction of such state and federal
         courts and irrevocably waives any claim or defense of inconvenient
         forum or lack of personal jurisdiction in such forum or right of
         removal or right to jury trial under any applicable law or decision or
         otherwise. Service of any notice, process, motion or other document in
         connection with a Court Action may be made in the same manner as
         communications may be given under Section 7(g). In addition, the
         Purchaser may serve process in any other manner permitted under
         applicable law. If either party shall commence a Proceeding to enforce
         any provisions of this Agreement, the Securities Purchase Agreement or
         any other Related Agreement, then the prevailing party in such
         Proceeding shall be reimbursed by the other party for its reasonable
         attorneys fees and other costs and expenses incurred with the
         investigation, preparation and prosecution of such Proceeding.


<PAGE>

              (k) Cumulative Remedies. The remedies provided herein are
         cumulative and not exclusive of any remedies provided by law.

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

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

                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK;
                             SIGNATURE PAGE FOLLOWS]



<PAGE>



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

EPIXTAR CORP.                         LAURUS MASTER FUND, LTD.


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

                                      Address for Notices:

                                      825 Third Avenue - 14th Floor
                                      New York, NY  10022
                                      Attention: Eugene Grin
                                      Facsimile: 212-541-4434





<PAGE>



                                    EXHIBIT A

                                [Month __, 2004]

[Continental Stock Transfer
   & Trust Company
Two Broadway
New York, NY  10004
Attn:  William Seegraber]

Re:      Epixtar Corp. Registration Statement on Form [S-1][SB-2]
         ----------------------------------------------------------------------

Ladies and Gentlemen:

         As counsel to Epixtar Corp., a Florida corporation (the "Company"), we
have been requested to render our opinion to you in connection with the resale
by the individuals or entitles listed on Schedule A attached hereto (the
"Selling Stockholders"), of an aggregate of [amount]shares (the "Shares") of the
Company's Common Stock.

         A Registration Statement on Form [S-1][SB-2] under the Securities Act
of 1933, as amended (the "Act"), with respect to the resale of the Shares was
declared effective by the Securities and Exchange Commission on [date]. Enclosed
is the Prospectus dated [date]. We understand that the Shares are to be offered
and sold in the manner described in the Prospectus.

         Based upon the foregoing, upon request by the Selling Stockholders at
any time while the registration statement remains effective, it is our opinion
that the Shares have been registered for resale under the Act and new
certificates evidencing the Shares upon their transfer or re-registration by the
Selling Stockholders may be issued without restrictive legend. We will advise
you if the registration statement is not available or effective at any point in
the future.

                                         Very truly yours,


                                         [Company counsel]



<PAGE>






                                   SCHEDULE A

                                                              Shares
Selling Stockholder                                       Being Offered
-------------------                                       -------------