AMENDED AND RESTATED
                          REGISTRATION RIGHTS AGREEMENT


         REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of September
19, 2001, by and between Access Power,  Inc., a company organized under the laws
of state of Florida, with its principal executive office at 10033 Sawgrass Drive
West,  Suite 100,  Ponte Vedra Beach,  FL 32082 (the  "Company"),  and Grandview
Court,  LLC, a company  organized  under the laws of the Cayman Islands with its
principal executive offices at Harbour House, 2nd Floor,  Waterfront Drive, Road
Town, Tortola, BVI, (the "Investor").

         WHEREAS, In connection with the Investment Agreement by and between the
Company and the Investor of even date herewith (the "Investment Agreement"), the
Company  has  agreed to issue to the  Investor  (i) an  indeterminate  number of
shares of the  Company's  common  stock,  $.001 par value per share (the "Common
Stock"), to be purchased pursuant to the Investment Agreement; and

         WHEREAS,  To induce the Investor to execute and deliver the  Investment
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,  with respect to the shares of Common Stock
issuable pursuant to the Investment Agreement.

         NOW,  THEREFORE,  in  consideration  of the foregoing  premises and the
mutual   covenants   contained   hereinafter   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. "Holder" means the Investor.

         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.

c. "Potential Material Event" means any of the following:  (i) the possession by
the Company of material  information  not ripe for  disclosure in a Registration
Statement, which shall be evidenced by determinations in good faith by the Board
of  Directors  of  the  Company  that  disclosure  of  such  information  in the
Registration  Statement  would be detrimental to the business and affairs of the
Company, or (ii) any material engagement or activity by the Company which would,
in the good faith  determination  of the Board of Directors  of the Company,  be
adversely affected


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<PAGE>

by  disclosure in a  Registration  Statement at such time,  which  determination
shall be accompanied by a good faith  determination by the Board of Directors of
the Company  that the  Registration  Statement  would be  materially  misleading
absent the inclusion of such information.

d.  "Principal  Market"  means the Nasdaq  National  Market,  the New York Stock
Exchange, the American Stock Exchange,  Inc., the Nasdaq SmallCap Market, or the
OTC Bulletin Board, whichever is the principal market for the Common Stock.

e. "Register," "Registered," and "Registration" refer to a registration effected
by preparing and filing one or more  Registration  Statements 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  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").

f. "Registrable  Securities" means the shares of Common Stock issued or issuable
(i) pursuant to the  Investment  Agreement  and (ii) any shares of capital stock
issued or issuable with respect to the such shares of Common Stock,  as a result
of any stock split, stock dividend, recapitalization,  exchange or similar event
or otherwise,  which have not been (x) included in a Registration Statement that
has been declared effective by the SEC or (y) sold under  circumstances  meeting
all of the applicable  conditions of Rule 144 (or any similar  provision then in
force) under the 1933 Act.

g. "Registration  Statement" means a registration statement of the Company filed
under the 1933 Act.

         All capitalized  terms used in this Agreement and not otherwise defined
herein  shall  have  the  same  meaning  ascribed  to them as in the  Investment
Agreement.

                  2.       REGISTRATION.

a.  Mandatory  Registration.   The  Company  shall  prepare,  and,  as  soon  as
practicable  but in no event later than  forty-five  (45) calendar days from the
date  hereof,  file  with  the  SEC a  Registration  Statement  or  Registration
Statements (as is necessary) on Form SB-2 (or, if such form is  unavailable  for
such  a   registration,   on  such  other  form  as  is  available  for  such  a
registration),  covering the resale of all of the Registrable Securities,  which
Registration  Statement(s)  shall  state  that,  in  accordance  with  Rule  416
promulgated under the 1933 Act, such Registration  Statement(s) also covers such
indeterminate number of additional shares of Common Stock as may become issuable
upon stock splits,  stock dividends or similar  transactions.  The Company shall
initially  register  for  resale  the sum of (i) 200% of the number of shares of
Common  Stock which would be  issuable on the date  preceding  the filing of the
Registration  Statement  based on the closing bid price of the Company's  Common
Stock on such date. In the event the Company cannot  register the 200% required,
due to  the  remaining  number  of  authorized  shares  of  Common  Stock  being
insufficient,  the Company  will use its best  efforts

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<PAGE>

to register the maximum  number of shares it can based on the remaining  balance
of authorized  shares and will use its best efforts to place before  shareholder
vote a  proposal  to  increase  the number of its  authorized  shares as soon as
reasonably practicable.

b. The Company shall use its best efforts to have the Registration  Statement(s)
declared  effective by the SEC within ninety (90) calendar days after the filing
thereof.

c.  Counsel.  Subject  to  Section 5 hereof,  in  connection  with any  offering
pursuant to this  Section 2, the Holder shall have the right to select one legal
counsel to administer its interest in the offering. The Company shall reasonably
cooperate with any such counsel.

d. Except as  otherwise  provided  for in Schedule  2(d)  attached  hereto,  the
Company nor any of its subsidiaries has, as of the date hereof,  and the Company
shall not on or after the date of this Agreement,  enter into any agreement with
respect  to its  securities  that is  inconsistent  with the  rights  granted to
Investor in this Agreement or otherwise  conflicts  with the provisions  hereof.
Except  as  otherwise  provided  for in  Schedule  2(d),  the  Company  has  not
previously  entered into any  agreement  granting any  registration  rights with
respect to any of its  securities  to any  person.  The Company  represents  and
warrants that it shall not include the registration of any other  transaction or
securities in the  Registration  Statement  being filed pursuant to the terms of
this Agreement.  Except as otherwise provided for in this Section 2, and without
limiting  the  generality  of the  foregoing,  without  the  written  consent of
Investor,  the  Company  shall not grant to any person the right to request  the
Company to Register  any  securities  of the Company  under the  Securities  Act
unless the rights so granted are subject in all  respects to the prior rights in
full of  Investor  set  forth  herein,  and are not  otherwise  in  conflict  or
inconsistent with the provisions of this Agreement, the Investment Agreement and
related documents.

                  3.       RELATED OBLIGATIONS.

         At such  time  as the  Company  is  obligated  to  prepare  and  file a
Registration  Statement  with the SEC pursuant to Section 2(a), the Company will
use its best efforts to effect the registration of the Registrable Securities in
accordance  with the intended  method of  disposition  thereof and, with respect
thereto, the Company shall have the following obligations:


a. The Company shall use its best efforts to cause such  Registration  Statement
relating to the Registrable  Securities to become  effective  within ninety (90)
days after the date of the  filing  thereof,  and shall  keep such  Registration
Statement effective pursuant to Rule 415 until the earlier of (i) the date as of
which the Holder may sell all of the Registrable  Securities without restriction
pursuant to Rule 144(k) promulgated under the 1933 Act (or successor thereto) or
(ii)  the date on which  (A) the  Holder  shall  have  sold all the  Registrable
Securities and (B) the Investor has no right to acquire any additional shares of
Common Stock under the Investment  Agreement,  respectively  (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


                                       3
<PAGE>

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 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  event the  number  of  shares of Common  Stock
available under a Registration  Statement filed pursuant to this Agreement is at
any time  insufficient to cover all of the Registrable  Securities,  the Company
shall amend such Registration  Statement,  or file a new Registration  Statement
(on the short form available therefor,  if applicable),  or both, so as to cover
all of the Registrable Securities, in each case, as soon as practicable,  but in
any event within thirty (30) calendar days after the necessity  therefor  arises
(based on the then Purchase Price of the Common Stock and other relevant factors
on which the  Company  reasonably  elects to rely),  assuming  the  Company  has
sufficient  authorized  shares at that time, and if it does not,  within 30 days
after such shares are authorized. The Company shall use it best efforts to cause
such amendment and/or new Registration  Statement to become effective as soon as
practicable following the filing thereof.

c. The Company shall furnish to Holder whose Registrable Securities are included
in any Registration  Statement and its legal counsel without charge (i) promptly
after  the same is  prepared  and  filed  with the SEC at least one copy of such
Registration  Statement  and  any  amendment(s)  thereto,   including  financial
statements and schedules,  all documents  incorporated  therein by reference and
all exhibits,  the prospectus included in such Registration Statement (including
each   preliminary   prospectus)   and,   with  regards  to  such   Registration
Statement(s),  any  correspondence  by or on behalf of the Company to the SEC or
the staff of the SEC and any correspondence from the SEC or the staff of the SEC
to the  Company  or its  representatives,  (ii)  upon the  effectiveness  of any
Registration  Statement,  ten (10)  copies of the  prospectus  included  in such
Registration Statement and all amendments and supplements thereto (or such other
number of copies as such  Holder may  reasonably  request)  and (iii) such other
documents,  including  copies of any  preliminary or final  prospectus,  as such
Holder  may  reasonably  request  from time to time in order to  facilitate  the
disposition of the Registrable Securities owned by such Holder.

d. The Company  shall use  reasonable  efforts to (i)  register  and qualify the
Registrable  Securities  covered by a  Registration  Statement  under such other
securities or "blue sky" laws of a total of five (5) jurisdictions in the United
States  reasonably  requested by any Holder as well as those  states  covered by
what is known as the "manual exemption" through listing in Standard  Corporation
Records,  (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


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<PAGE>

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 required in  connection  therewith  or as a condition
thereto to (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
Holder 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 threatening of any proceeding for such purpose.

e. As promptly as practicable  after  becoming aware of such event,  the Company
shall  notify  Holder 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,
("Registration Default") and use reasonably diligent efforts to promptly prepare
a  supplement  or amendment to such  Registration  Statement  and take any other
necessary steps to cure the Registration  Default,  (which, if such Registration
Statement  is on Form S-3,  may consist of a document to be filed by the Company
with the SEC pursuant to Section 13(a),  13(c),  14 or 15(d) of the 1934 Act (as
defined below) and to be incorporated by reference in the prospectus) to correct
such  untrue  statement  or  omission,  and  deliver  ten  (10)  copies  of such
supplement or amendment to Holder (or such other number of copies as such Holder
may reasonably request). Failure to cure the Registration Default by lifting the
suspension of the Registration  Statement within twenty (20) business days after
review and comment by the Holder as provided in Section  3(g),  shall  result in
the Company  paying  liquidated  damages of 1.5% of the  Purchase  Price paid by
Holder  of all  Common  Stock  then held by the  Holder  for each  fifteen  (15)
calendar day period or portion thereof, beginning on the date of suspension. The
Company  shall also  promptly  notify Holder 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 Holder by facsimile on
the same day of such  effectiveness  and by overnight mail), (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  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  Holder 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.


                                       5
<PAGE>

g. The Company shall permit  Holder and a single firm of counsel,  designated by
the  Holder,  to  review  and  comment  upon a  Registration  Statement  and all
amendments  and  supplements  thereto at least seven (7) business  days prior to
their  filing  with the SEC,  and not file any  document in a form to which such
counsel  reasonably  objects.  The Company shall not submit to the SEC a request
for acceleration of the  effectiveness of a Registration  Statement or file with
the SEC a Registration  Statement or any amendment or supplement thereto without
the prior approval of such counsel,  which  approval  shall not be  unreasonably
withheld.

h. At the request of any Holder, the Company shall cause to be furnished to such
Holder,  on the  date  of the  effectiveness  of a  Registration  Statement,  an
opinion, dated as of such date, of counsel representing the Company for purposes
of such  Registration  Statement,  in the  form of  Exhibit  D  attached  to the
Investment Agreement.

i. The Company shall make  available  for  inspection by (i) any Holder and (ii)
one firm of attorneys and one firm of  accountants  or other agents  retained by
the Holder  (collectively,  the "Inspectors") all pertinent  financial and other
records,  and  pertinent  corporate  documents  and  properties  of the  Company
(collectively,  the "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  hold in strict  confidence  and shall not make any
disclosure  (except to a Holder) 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  has  knowledge.  Holder 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.

j.  The  Company  shall  hold in  confidence  and not  make  any  disclosure  of
information concerning a Holder 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 a Holder is sought in or by a court or governmental
body of  competent  jurisdiction  or through  other means,  give prompt  written
notice to such


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<PAGE>

Holder and allow such Holder, at the Holder's expense, to undertake  appropriate
action to prevent  disclosure  of, or to obtain a  protective  order  for,  such
information.

k. The Company shall use its best efforts to secure designation and quotation of
all the  Registrable  Securities  covered by any  Registration  Statement on the
Principal  Market.  If,  despite  the  Company's  best  efforts,  the Company is
unsuccessful in satisfying the preceding sentence, it shall use its best efforts
to cause all the Registrable Securities covered by any Registration Statement to
be listed on each other  national  securities  exchange and automated  quotation
system,  if any, 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 system.  If, despite the
Company's  best  efforts,  the Company is  unsuccessful  in  satisfying  the two
preceding  sentences,  it will use its best efforts to secure the  inclusion for
quotation on the Nasdaq  SmallCap  Market for such  Registrable  Securities and,
without  limiting the generality of the  foregoing,  to arrange for at least two
market makers to register with the National  Association of Securities  Dealers,
Inc. as such with respect to such Registrable Securities.  The Company shall pay
all fees and expenses in connection  with  satisfying its obligation  under this
Section 3(k).

l. The  Company  shall  cooperate  with the  Holder  to  facilitate  the  timely
preparation  and delivery of certificates  (not bearing any restrictive  legend)
representing the Registrable Securities to be offered pursuant to a Registration
Statement and enable such  certificates to be in such  denominations or amounts,
as the case may be, as the Holder may reasonably  request and registered in such
names of the Persons who shall  acquire  such  Registrable  Securities  from the
Holder, as the Holder may request.

m. The Company shall provide a transfer agent for all the Registrable Securities
not later than the  effective  date of the first  Registration  Statement  filed
pursuant hereto.

n. If  requested  by the  Holder,  the Company  shall (i) as soon as  reasonably
practical  incorporate in a prospectus  supplement or  post-effective  amendment
such information as the Holder  reasonably  determine should be included therein
relating to the sale and  distribution  of  Registrable  Securities,  including,
without limitation,  information with respect to the offering of the Registrable
Securities to be sold in such offering;  (ii) make all required  filings of such
prospectus  supplement  or  post-effective  amendment as soon as notified of the
matters to be  incorporated  in such  prospectus  supplement  or  post-effective
amendment; and (iii) supplement or make amendments to any Registration Statement
if reasonably requested by the Holder.

o. 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.

p. The Company shall make generally available to its security holders as soon as
reasonably  practical,  but not later than ninety (90)  calendar  days after the
close of the period covered



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<PAGE>

thereby,  an earnings  statement (in form  complying with the provisions of Rule
158 under the 1933 Act) covering a twelve-month  period beginning not later than
the first day of the Company's  fiscal quarter next following the effective date
of any Registration Statement.

q.  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.

r. Within one (1) business day after a  Registration  Statement  which  includes
Registrable  Securities  is declared  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  Holder)
confirmation that such Registration Statement has been declared effective by the
SEC in the form attached hereto as Exhibit A.

s. At or prior to the date of the first Put  Notice  (as that term is defined in
the  Investment  Agreement) and at such other times as the Holder may reasonably
request,  the Company  shall cause to be  delivered,  letters from the Company's
independent  certified public  accountants (i) addressed to the Holder that such
accountants are independent  public  accountants  within the meaning of the 1933
Act and the applicable published rules and regulations  thereunder,  and (ii) in
customary  form and  covering  such  financial  and  accounting  matters  as are
customarily  covered by  letters of  independent  certified  public  accountants
delivered to underwriters in connection with public offerings.

t. The Company shall take all other reasonable actions necessary to expedite and
facilitate disposition by the Holder pursuant to a Registration Statement.

u.  Notwithstanding  any of the  foregoing,  if at any time or from time to time
after the date of  effectiveness  of the  Registration  Statement,  the  Company
notifies  Holder in writing  of the  existence  of a  Potential  Material  Event
("Blackout Notice"),  Holder shall not offer or sell any Registrable Securities,
or engage in any other  transaction  involving  or relating  to the  Registrable
Securities,  from the time of the giving of notice  with  respect to a Potential
Material Event until Holder  receives  written notice from the Company that such
Potential  Material  Event either has been  disclosed to the public or no longer
constitutes a Potential Material Event; provided,  however, that (i) the Company
may not so  suspend  the  right to the  Holder  for more than two  fifteen  (15)
calendar  day periods in the  aggregate  during any 12-month  period  ("Blackout
Period")  with at least a ten (10)  business day interval  between such periods,
during the periods the  Registration  Statement is required to be in effect,  or
(ii)  that if such  Blackout  Period  exceeds  the  permitted  fifteen  (15) day
periods,  the Company shall pay liquidated damages of 1.5% of the Purchase Price
paid by Holder of all Common Stock then held by the Holder for each fifteen (15)
day period or portion thereof, beginning on the date of the suspension.

                  4.       OBLIGATIONS OF THE HOLDER.

a. At least  fifteen (15) calendar  days prior to the first  anticipated  filing
date of a  Registration  Statement the Company shall notify Holder in writing of
the  information  the


                                       8
<PAGE>

Company requires from Holder to have any of such Holder's Registrable Securities
included in such Registration  Statement.  It shall be a condition  precedent to
the  obligations  of the Company to complete the  registration  pursuant to this
Agreement with respect to the Registrable Securities of a particular Holder that
such Holder shall furnish in writing to the Company such  information  regarding
itself,  the  Registrable  Securities  held by it and  the  intended  method  of
disposition  of the  Registrable  Securities  held by it as shall  reasonably be
required to effect the  registration  of such  Registrable  Securities and shall
execute such documents in connection  with such  registration as the Company may
reasonably  request.  Holder  covenants and agrees that, in connection  with any
resale of Registrable Securities by it pursuant to a Registration  Statement, it
shall comply with the "Plan of Distribution"  section of the current  prospectus
relating to such Registration Statement.

b. Holder, by acceptance of the Registrable Securities, agrees to cooperate with
the  Company as  reasonably  requested  by the  Company in  connection  with the
preparation  and filing of any  Registration  Statement  hereunder,  unless such
Holder has notified the Company in writing of such Holder's  election to exclude
all of such Holder's Registrable Securities from such Registration Statement.

c.  Holder  agrees  that,  upon  receipt of any notice  from the  Company of the
happening  of any  event of the kind  described  in  Section  3(g) or the  first
sentence of 3(f),  such  Holder  will  immediately  discontinue  disposition  of
Registrable  Securities pursuant to any Registration  Statement(s) covering such
Registrable  Securities  until  such  Holder's  receipt  of  the  copies  of the
supplemented  or amended  prospectus  contemplated  by Section 3(g) or the first
sentence of 3(f).

                  5.       EXPENSES OF REGISTRATION.

         All  reasonable  expenses,   other  than  underwriting   discounts  and
commissions,   incurred   in   connection   with   registrations,   filings   or
qualifications pursuant to Sections 2 and 3, including,  without limitation, all
registration, listing and qualifications fees, printing and accounting fees, and
fees and disbursements of counsel for the Company shall be paid by the Company.

                  6.       INDEMNIFICATION.

         In the event any Registrable  Securities 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 Holder the directors,  officers,  partners,
employees,  agents,  representatives  of, and each Person, if any, who controls,
Holder  within the  meaning of the 1933 Act or the  Securities  Exchange  Act of
1934, as amended (the "1934 Act"), (each, an "Indemnified Person"),  against any
losses, claims, damages,  liabilities,  judgments,  fines,  penalties,  charges,
costs, 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


                                       9
<PAGE>

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,
in light of the circumstances  under which the statements therein were made, not
misleading,  (ii) any untrue statement or alleged untrue statement of a material
fact  contained  in the 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").  Subject to the
restrictions  set forth in  Section  6(c) with  respect  to the  number of legal
counsel,  the  Company  shall  reimburse  the Holder  and each such  controlling
person,  promptly as such expenses are incurred and are due and payable, for any
reasonable  legal  fees  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): (i) shall not apply to a Claim 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 any  Indemnified  Person
expressly  for  use in  connection  with  the  preparation  of the  Registration
Statement  or  any  such  amendment  thereof  or  supplement  thereto,  if  such
prospectus  were timely made available by the Company  pursuant to Section 3(c);
(ii) shall not be  available  to the extent such Claim is based on (a) a failure
of the  Holder  to  deliver  or to cause to be  delivered  the  prospectus  made
available  by the Company or (b) the  Indemnified  Person's  use of an incorrect
prospectus  despite being promptly  advised in advance by the Company in writing
not to use such incorrect prospectus;  and (iii) 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  resale  of  the  Registrable  Securities  by  the  Holder  pursuant  to the
Registration Statement.

b.  In  connection  with  any  Registration  Statement  in  which  a  Holder  is
participating,  each such Holder 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,  each of its officers
who signs the  Registration  Statement,  each  Person,  if any, who controls the
Company  within the  meaning of the 1933 Act or the 1934 Act  (collectively  and
together with an Indemnified Person, an "Indemnified Party"),  against any Claim
or Indemnified



                                       10
<PAGE>

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
are  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 Holder expressly for use in
connection with such Registration Statement;  and, subject to Section 6(c), such
Holder 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  Holder,  which  consent  shall  not be  unreasonably
withheld; provided, further, however, that the Holder 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  Holder 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  resale  of  the  Registrable
Securities by the Holder pursuant to the Registration Statement. Notwithstanding
anything  to  the  contrary  contained  herein,  the  indemnification  agreement
contained in this Section 6(b) with respect to any preliminary  prospectus shall
not inure to the benefit of any  Indemnified  Party if the untrue  statement  or
omission of material fact contained in the preliminary prospectus were corrected
on a timely basis in the prospectus, as then amended or supplemented.

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 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
differing interests between such Indemnified Person or Indemnified Party and any
other party  represented by such counsel in such  proceeding.  The  indemnifying
party shall pay for only one separate legal counsel for the Indemnified  Persons
or the Indemnified Parties, as applicable, and such counsel shall be selected by
the  Holder,  if the Holder is  entitled to  indemnification  hereunder,  or the
Company, if the Company is entitled to indemnification hereunder, as applicable.
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.



                                       11
<PAGE>

The indemnifying  party shall keep the Indemnified  Party or Indemnified  Person
fully  appraised 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 written
consent,  provided,  however, that the indemnifying party shall not unreasonably
withhold,  delay or condition its consent. No indemnifying party shall,  without
the 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.  Following  indemnification as provided for hereunder,
the  indemnifying  party shall be  surrogated  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 contribution shall be made under  circumstances where the maker would not
have been  liable for  indemnification  under the fault  standards  set forth in
Section  6; (ii) 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 (iii) 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.

                  8.       REPORTS UNDER THE 1934 ACT.

         With a view to making  available to the Holder the benefits of Rule 144
promulgated  under the 1933 Act or any other  similar rule or  regulation of the
SEC that may at any time permit the Holder to sell  securities of the Company to
the public without registration ("Rule 144"), the Company agrees to:


                                       12
<PAGE>

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  Section  4(c) of the  Investment
Agreement)  and the filing of such  reports and other  documents is required for
the applicable provisions of Rule 144; and

c.  furnish to Holder so long as Holder 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 investors to sell such  securities
pursuant to Rule 144 without registration.

                  9.       NO ASSIGNMENT OF REGISTRATION RIGHTS.

         The rights under this Agreement shall not be assignable.

                  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 Holder.  Any amendment or effected in accordance  with this Section 10 shall
be binding upon Holder and the Company.

                  11.      MISCELLANEOUS.

a. A Person is deemed to be a Holder of  Registrable  Securities  whenever  such
Person  owns 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 a confirmation of transmission is
mechanically or electronically generated and kept on file by the sending party);
or (iii)  one (1) 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:


                                       13
<PAGE>

         If to the Company:
         Access Power, Inc.
         10033 Sawgrass Drive West, Suite 100
         Ponte Vedra Beach, FL 32082
         Attention:        Glenn A. Smith, CEO
         Telephone:        904-273-2980
         Facsimile:

         With a copy to:
         Jan Meadows Davidson
         Kilpatrick Stockton LLP
         1100 Peachtree Street, Suite 2800
         Atlanta, GA 30309-4530
         Telephone:        404-815-6500
         Facsimile:        404-815-6555

         If to the Investor:
         Grandview Court, LLC
         c/o Beacon Capital Management, Ltd.
         Harbour House, 2nd Floor
         Waterfront Drive
         P.O. Box 972
         Road Town, Tortola, BVI
         Attention:  David Sims
         Telephone:        284-494-4770
         Facsimile:        284-494-4771

         With a copy to:
         Meridian Equities, Inc.
         126 East 56th Street
         New York, New York 10022
         Attention:        Dave Karson
         Telephone:        212-755-7720
         Facsimile:        212-755-7721

         And

         Joseph B. LaRocco, Esq.
         49 Locust Avenue, Suite 107
         New Canaan, CT 06840
         Telephone:        203-966-0566
         Facsimile:        203-966-0363


                                       14
<PAGE>

         Each party shall  provide  five (5)  business  days prior notice to the
other party of any change in address, phone number or facsimile number.

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.

d. The laws of the State of New York  shall  govern all  issues  concerning  the
relative rights of the Company and its  stockholders.  All other questions shall
be governed by and  interpreted in accordance  with the laws of the State of New
York without  regard to the  principles  of conflict of laws.  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.

e. This Agreement and the Investment  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  and the
Investment Agreement supersede all prior agreements and understandings among the
parties hereto with respect to the subject matter hereof and thereof.

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

g. This Agreement may be executed in two or more 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.

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


                                       15
<PAGE>

i. 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.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]



                                      -16-

<PAGE>


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


                                           ACCESS POWER, INC.



                                           By:      /s/ Glenn A. Smith
                                           Name:    Glenn A. Smith
                                           Title:   CEO



                                           INVESTOR: GRANDVIEW COURT, LLC



                                           By:    Navigator Management Ltd.
                                              By:  /s/ Arlene DeCastro
                                           Name: Arlene DeCastro
                                           Its:  Assistant Secretary

                                              By:  Tracy Primus
                                           Name:  Tracy Primus
                                           Its:   Authorized Signatory


                                       17