EXHIBIT 10.7


                          REGISTRATION RIGHTS AGREEMENT

     THIS  REGISTRATION  RIGHTS  AGREEMENT,  dated as of June 16, 2003,  between
Redwood Investment Associates, L.P. ("Redwood"), Dr. Jonathan Landow ("Landow"),
Joseph Ciavarella  ("Ciavarella"),  the stockholders listed on Schedule A hereto
(each a  "Stockholder"  and together  with  Redwood,  the  "Stockholders"),  and
American  United Global,  Inc., a corporation  formed under the corporate law of
the State of Delaware (the "Company").

     WHEREAS, pursuant to the Amended and Restated Agreement and Plan of Merger,
dated as of June  16,  2003,  by and  among  the  Company,  Lifetime  Healthcare
Services,  Inc.,  a  corporation  formed under the laws of the State of Delaware
("Lifetime") and Lifetime  Acquisition  Corp., a corporation  newly formed under
the laws of the State of Delaware and a wholly owned and operated  subsidiary of
the Company ("Merger Sub"), (i) Merger Sub will be merged with and into Lifetime
(the "Merger") and (ii) the outstanding Lifetime capital stock will be converted
into the  right to  receive  an  aggregate  of  467,500  shares  of  Series  B-2
Convertible Preferred Stock of the Company (the "Merger Shares").

     WHEREAS,  pursuant to the Certificate of Designation for the Merger Shares,
each Merger Share is convertible into 20 shares of common stock, $0.01 par value
per share,  of the Company (the "Common  Stock"),  for an aggregate of 9,350,000
shares of Common  Stock  issuable  upon  conversion  of the Merger  Shares  (the
"Lifetime Conversion Shares").

     WHEREAS,  pursuant to the terms of a  $5,500,000  Convertible  Subordinated
Promissory  Note of Lifetime  dated of even date herewith (the "Note"),  Redwood
has the right to convert the Note into shares of Common Stock of the Company and
Lifetime has the right to make  payments  thereunder  in Common  Stock,  each in
accordance  with the terms of the Note (the  "Redwood  Conversion  Shares," and,
together with the Lifetime Conversion Shares, the "Conversion Shares");

     WHEREAS, the Company has granted to Landow options to purchase an aggregate
of  1,500,000  shares of Common  Stock  (the  "Landow  Option  Shares"),  and to
Ciavarella, in consideration of his waiver of certain stock award rights granted
by New York Medical, Inc. ("NYMI"),  options to purchase an aggregate of 500,000
shares of Common Stock (the "Ciavarella Option Shares");

     WHEREAS,  the  Company has agreed to  register  for  re-sale  the  Lifetime
Conversion  Shares and file a  registration  statement  (on Form S-1 or SB-2, or
other appropriate  registration  statement form under the Act (as defined below)
the "Registration Statement"),  with the Securities and Exchange Commission (the
"Commission") within thirty (30) days after the closing date of the Merger;

     WHEREAS,  it is a  condition  to  the  closing  of  the  Merger  that  each
Stockholder enter into and deliver this Registration Rights Agreement which sets
forth the  Company's  agreement to register the  Lifetime  Conversion  Shares in
accordance with the terms set forth herein; and

     WHEREAS,  the Company has agreed to register  for resale the Landow  Option
Shares and Ciavarella Option
Shares.

     NOW, THEREFORE, the parties hereto mutually agree as follows:

          1.  Registrable  Securities.  As used  herein  the  term  "Registrable
     Security" or "Registrable  Securities" means the Lifetime Conversion Shares
     set forth on Schedule A, the Redwood  Conversion  Shares, the Landow Option
     Shares and the Ciavarella  Option Shares and/or other  securities  issuable
     with respect to such Conversion  Shares by way of a stock dividend or stock
     split or in  connection  with a  combination  of shares,  recapitalization,
     merger (with the  exception of the Merger),  conversion,  consolidation  or
     other  reorganization)  until  (i)  the  Registration  Statement  has  been
     declared  effective by the Commission,  and all Conversion Shares have been
     disposed of pursuant to the  Registration  Statement,  (ii) all  Conversion
     Shares have been sold under circumstances under which all of the applicable
     conditions of Rule 144 (or any similar  provision  then in force) under the
     Act (as defined  below) ("Rule 144") are met, or (iii) such time as, in the
     opinion  of  counsel  to  the  Company   reasonably   satisfactory  to  the
     Stockholders  and  upon  delivery  to the  Stockholders  of  such  executed
     opinion,  all  Conversion  Shares may be sold  without any time,  volume or
     manner  limitations  pursuant to Rule 144(k) (or any similar provision then
     in effect) under the Act (as defined below).




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          2.  Restrictions on Transfer.  Each  Stockholder  (other than Redwood,
     Landow  and  Ciavarella)  has  entered  into a Lock-Up  Agreement  with the
     Company pursuant to which each such Stockholder (other than Redwood, Landow
     and  Ciavarella)  has agreed not to offer,  sell,  sell short or  otherwise
     directly dispose of any of the Conversion Shares (subject to any exceptions
     contained  in such  Lock-Up  Agreement)  for a  period  equal  to 210  days
     subsequent  to the closing date of the Merger.  Further,  each  Stockholder
     acknowledges  and  understands  that  prior  to  the  registration  of  the
     Conversion Shares as provided herein, the Conversion Shares are "restricted
     securities" as defined in Rule 144 promulgated  under the Securities Act of
     1933,  as  amended  (the  "Act").  Each  Stockholder  understands  that  no
     disposition  or  transfer  of the  Conversion  Shares  may be  made  by the
     Stockholder in the absence of (i) an opinion of counsel to the Stockholder,
     in form and substance  reasonably  satisfactory  to the Company,  that such
     transfer  may be made  without  registration  under  the  Act or (ii)  such
     registration.  Notwithstanding the foregoing, no such opinion of counsel or
     registration  shall be required  for a transfer of  Conversion  Shares by a
     Stockholder which is a partnership to a partner of such Stockholder,  or to
     the estate of any such  partner,  or a transfer by gift,  will or intestate
     succession from any  Stockholder of Conversion  Shares to his or her spouse
     or members of his or her or his or her  spouse's  family or a trust for the
     benefit  of any of the  foregoing  persons,  if the  transferee  agrees  in
     writing  to be subject  to the terms  hereof to the same  extent as if such
     transferee were an original holder of Conversion Shares hereunder.

          3. Registration Rights With Respect to the Conversion Shares.

               (a) The  Company  agrees  that it will  prepare and file with the
          Commission,  within (30) days after the closing date of the Merger, at
          the sole  expense of the Company  (except as provided in Section  3(c)
          hereof),  in respect of the Stockholders,  so as to permit a resale of
          the  Conversion  Shares  under the Act by the  Stockholders  under the
          method of disposition specified by such Stockholders. The Company will
          use reasonable  best efforts to cause such  Registration  Statement to
          become effective as soon as practicable after the filing date with the
          Commission.  The Company will notify the Stockholders and its transfer
          agent of the  effectiveness  of the  Registration  Statement  within 1
          business day of such event.

               (b)  The  Company  will  maintain  the   Registration   Statement
          effective  under  the Act (i) if the  method  of  distribution  of the
          Conversion Shares is a firm commitment  underwritten  public offering,
          until  each   underwriter  has  completed  the   distribution  of  all
          securities  purchased by it, and (ii) if the method of distribution of
          the  Conversion  Shares is other than a firm  commitment  underwritten
          public  offering,  until the earliest of (A) the date that none of the
          Conversion   Shares  covered  by  such   Registration   Statement  are
          outstanding,  (B) the date that all of the Conversion Shares have been
          sold  pursuant  to  such  Registration  Statement,  (C) the  date  the
          Stockholders  receive an opinion  of  counsel  to the  Company,  which
          counsel shall be reasonably  acceptable to the Stockholders,  that all
          of the Conversion  Shares may be sold under the provisions of Rule 144
          without  limitation as to volume,  (D) all Conversion Shares have been
          otherwise  transferred  to persons who may trade such  shares  without
          restriction  under  the  Act,  and the  Company  has  delivered  a new
          certificate  or other  evidence of ownership for such  securities  not
          bearing a restrictive  legend,  or (E) two (2) years and 180 days from
          the Effective Date.

               (c) All fees,  disbursements and out-of-pocket expenses and costs
          incurred by the Company in connection  with the preparation and filing
          of  the  Registration  Statement  and  in  complying  with  applicable
          securities and Blue Sky laws, fees and expenses in connection with any
          listing  of  the  Conversion  Shares  on  a  securities   exchange  or
          inter-dealer   quotation   system,   printing   expenses,   fees   and
          disbursements  of counsel and independent  public  accountants for the
          Company,  and the fees and  disbursements of the  underwriters  (other
          than underwriting  discounts and selling commissions described below),
          fees of the National Association of Securities Dealers, Inc., transfer
          taxes,  fees of transfer  agents and registrars and costs of insurance
          and fees and  expenses of one counsel  for the  Stockholders  shall be
          borne  by the  Company.  The  Stockholders  shall  bear  the  cost  of
          underwriting and/or brokerage discounts,  and selling commissions,  if
          any,  applicable  to  the  Conversion  Shares  being  registered.  The
          Stockholders and their counsel shall have a reasonable  period, not to
          exceed 10 business days, to review the proposed Registration Statement
          or any amendment thereto, prior to filing with the Commission, and the
          Company  shall  provide  each  Stockholder  with copies of any comment
          letters  received from the  Commission  with respect  thereto within 2
          business days of receipt thereof. The Company shall qualify any of the



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          Conversion   Shares  for  sale  in  such  states  as  any  Stockholder
          reasonably designates and shall furnish  indemnification in the manner
          provided  in  Section  6 hereof.  However,  the  Company  shall not be
          required to qualify in any state which will require an escrow or other
          restriction  relating to the Company and/or the sellers, or which will
          require the Company to qualify to do business in such state or require
          the Company to file therein any general consent to service of process.
          The Company at its expense will supply the Stockholders with copies of
          the  applicable  Registration  Statement and the  prospectus  included
          therein  and other  related  documents  in such  quantities  as may be
          reasonably requested by the Stockholders.


          4. Cooperation with Company.  The Stockholders will cooperate with the
     Company in all respects in connection with this Agreement, including timely
     supplying all information  reasonably requested by the Company (which shall
     include all information  regarding the  Stockholders and proposed manner of
     sale  of  the  Registrable  Securities  required  to be  disclosed  in  any
     Registration   Statement)   and   executing  and  returning  all  documents
     reasonably  requested in connection with the  registration  and sale of the
     Registrable  Securities and entering into and performing their  obligations
     under  any  underwriting  agreement,  if the  offering  is an  underwritten
     offering,  in usual and customary  form,  with the managing  underwriter or
     underwriters of such underwritten offering. Nothing in this Agreement shall
     obligate any  Stockholder  to consent to be named as an  underwriter in any
     Registration  Statement.  The  obligation  of the Company to  register  the
     Registrable  Securities  shall be absolute  and  unconditional  as to those
     securities which the Commission will permit to be registered without naming
     the Stockholders as underwriters.

          5.  Registration  Procedures.  The Company  shall (except as otherwise
     provided in this Agreement),  as expeditiously as possible,  subject to the
     Stockholders'  assistance  and  cooperation  as  reasonably  required  with
     respect to the Registration Statement:

               (a) (i) 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 keep such  Registration
          Statement  effective and to comply with the provisions of the Act with
          respect to the sale or other disposition of all Registrable Securities
          covered by such Registration Statement whenever the Stockholders shall
          desire to sell or otherwise dispose of the same (including  prospectus
          supplements  with respect to the sales of Registrable  Securities from
          time to time in connection with a registration  statement  pursuant to
          Rule 415  promulgated  under the Act) and (ii) take all lawful  action
          such that each of (A) the  Registration  Statement  and any  amendment
          thereto  does  not,  when it  becomes  effective,  contain  an  untrue
          statement of a material fact or omit to state a material fact required
          to be stated therein or necessary to make the statements  therein,  in
          light of the circumstances  under which they were made, not misleading
          and (B) the prospectus forming part of the Registration Statement, and
          any amendment or supplement  thereto,  does not at any time during the
          Registration  Period include an untrue statement of a material fact or
          omit to  state a  material  fact  required  to be  stated  therein  or
          necessary   to  make  the   statements   therein,   in  light  of  the
          circumstances under which they were made, not misleading;

               (b)  (i)  prior  to  the  filing  with  the   Commission  of  the
          Registration  Statement  (including  any  amendments  thereto) and the
          distribution or delivery of any prospectus  (including any supplements
          thereto), provide draft copies thereof to the Stockholders as required
          by Section 3(c) and reflect in such documents all such comments as the
          Stockholders (and their counsel) reasonably may propose respecting the
          Selling   Shareholders   and  Plan  of   Distribution   sections   (or
          equivalents);  (ii) furnish to each  Stockholder and underwriter  such
          numbers of copies of a prospectus  including a preliminary  prospectus
          or any amendment or supplement to any  prospectus,  as applicable,  in
          conformity with the requirements of the Act, and such other documents,
          as such Stockholder or underwriter may reasonably  request in order to
          facilitate  the public sale or other  disposition  of the  Registrable
          Securities  owned  by such  Stockholder;  and  (iii)  provide  to each
          Stockholder or underwriter  copies of any comments and  communications
          from the Commission relating to the Registration  Statement, if lawful
          to do so;




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               (c) register and qualify the  Registrable  Securities  covered by
          the  Registration  Statement  under such other  securities or blue sky
          laws  of  such  jurisdictions  as the  Stockholders  shall  reasonably
          request  (subject to the limitations set forth in Section 3(c) above),
          and do any and all other acts and  things  which may be  necessary  or
          advisable to enable each  Stockholder to consummate the public sale or
          other disposition in such  jurisdiction of the Registrable  Securities
          owned by such Stockholder;

               (d)  promptly  notify  each   Stockholder  at  any  time  when  a
          prospectus  relating thereto covered by the Registration  Statement is
          required to be delivered  under the Act, of the happening of any event
          of which it has knowledge as a result of which the prospectus included
          in the 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  the  light  of  the  circumstances  then
          existing,  and the Company shall promptly  prepare and file a curative
          amendment under Section 5(a) as quickly as  commercially  possible and
          during  such  period,  the  Stockholders  shall  not make any sales of
          Registrable Securities pursuant to the Registration Statement;

               (e) as  promptly  as  practicable  after  becoming  aware of such
          event, notify each Stockholder who holds Registrable  Securities being
          sold  (or,  in the event of an  underwritten  offering,  the  managing
          underwriters)  of the issuance by the  Commission of any stop order or
          other suspension of the effectiveness of the Registration Statement at
          the earliest  possible  time and take all lawful  action to effect the
          withdrawal,   recession  or  removal  of  such  stop  order  or  other
          suspension;

               (f) cooperate  with the  Stockholders  to  facilitate  the timely
          preparation   and  delivery  of   certificates   for  the  Registrable
          Securities to be offered  pursuant to the  Registration  Statement and
          enable such certificates for the Registrable  Securities to be in such
          denominations  or  amounts,  as the case may be,  as the  Stockholders
          reasonably   may  request  and   registered   in  such  names  as  the
          Stockholders  may  request;  and,  within  3  business  days  after  a
          Registration   Statement  which  includes  Registrable  Securities  is
          declared effective by the Commission,  deliver and cause legal counsel
          selected  by the  Company  to deliver  to the  transfer  agent for the
          Registrable   Securities   (with  copies  to  the   Stockholders)   an
          appropriate  instruction and, to the extent  necessary,  an opinion of
          such counsel;

               (g) furnish, at the request of any Stockholder,  on the date that
          Conversion  Shares are delivered to the underwriters for sale pursuant
          to such  registration:  (i) an  opinion  dated  such  date of  counsel
          representing  the  Company  for the  purposes  of  such  registration,
          addressed to the underwriters and to such seller to such effect as may
          reasonably  be  requested by counsel for the  underwriters  or by such
          Stockholder or its counsel, and (ii) a letter dated such date from the
          independent public accountants  retained by the Company,  addressed to
          the  underwriters  and to such seller,  covering such other  financial
          matters  (including  information  as to the period ending no more than
          five  business  days prior to the date of such letter) with respect to
          the  registration  in respect of which such  letter is being  given as
          such  underwriters  or such  Stockholder  may  reasonably  request and
          containing "cold comfort"  language  covering such matters of the type
          customarily  covered by "cold  comfort"  letters  as the  holders of a
          majority  in  nominal  value  of  the  Conversion  Shares  being  sold
          reasonably request;

               (h) use its best efforts to cause all such  Conversion  Shares to
          be listed on a  recognized  U.S.  stock  exchange  or traded on a U.S.
          inter-dealer quotation system and, if similar securities issued by the
          Company  are  already  so  listed,  on  each  securities  exchange  or
          inter-dealer  quotation system on which similar  securities  issued by
          the Company are then listed or traded;

               (i) take all such other lawful  actions  reasonably  necessary to
          expedite and facilitate the  disposition by the  Stockholders of their
          Registrable   Securities  in  accordance  with  the  intended  methods
          therefor provided in the prospectus which are customary for issuers to
          perform under the circumstances;

               (j) in the event of an underwritten offering, promptly include or
          incorporate in a prospectus supplement or post-effective  amendment to
          the Registration Statement such information as the managers reasonably
          agree  should be included  therein  and to which the Company  does not


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          reasonably  object and make all  required  filings of such  prospectus
          supplement or post-effective amendment as soon as practicable after it
          is notified of the  matters to be  included  or  incorporated  in such
          Prospectus supplement or post-effective amendment; and

               (k) maintain a transfer agent and registrar for its Common Stock.


          6. Indemnification.

          (a) To the maximum  extent  permitted  by law,  the Company  agrees to
     indemnify and hold harmless each  Stockholder  and its officers,  directors
     and  employees  and each other  person,  if any, who controls a Stockholder
     within the meaning of the Act (each a "Distributing  Stockholder")  against
     any losses, claims, damages or liabilities,  joint or several (which shall,
     for all  purposes of this  Agreement,  include,  but not be limited to, all
     reasonable costs of defense and investigation and all reasonable attorneys'
     fees and  expenses),  to which  the  Distributing  Stockholder  may  become
     subject,  under  the 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,  or  any  related  final
     prospectus or amendment or supplement thereto, or arise out of or are based
     upon the  omission  or alleged  omission to state  therein a material  fact
     required to be stated therein or necessary to make the  statements  therein
     not misleading;  provided,  however, that the Company will not be liable in
     any such case to the extent,  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 made
     in such Registration Statement, preliminary prospectus, final prospectus or
     amendment or supplement  thereto in reliance upon, and in conformity  with,
     written   information   furnished  to  the  Company  by  the   Distributing
     Stockholder,  its counsel, affiliates or any underwriter,  specifically for
     use in the preparation  thereof or (ii) by such Distributing  Stockholder's
     failure to deliver to the  purchaser a copy of the most  recent  prospectus
     delivered by the Company to such  Distributing  Stockholder  (including any
     amendments or supplements  thereto).  This  indemnity  agreement will be in
     addition to any liability, which the Company may otherwise have.

          (b)  To  the  maximum  extent  permitted  by  law,  each  Distributing
     Stockholder agrees that it will,  severally and not jointly,  indemnify and
     hold harmless the Company,  and each officer and director of the Company or
     person,  if any, who  controls  the Company  within the meaning of the Act,
     against any losses,  claims,  damages or liabilities  (which shall, for all
     purposes of this Agreement,  include, but not be limited to, all reasonable
     costs of defense and investigation  and all reasonable  attorneys' fees and
     expenses) to which the Company or any such officer, director or controlling
     person  may  become  subject  under the 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, or
     any related final prospectus or amendment or supplement  thereto,  or arise
     out of or are based upon the  omission  or the  alleged  omission  to state
     therein a material fact required to be stated  therein or necessary to make
     the statements therein not misleading,  but in each case only to the extent
     that such  untrue  statement  or alleged  untrue  statement  or omission or
     alleged omission was made in such Registration Statement,  final prospectus
     or amendment or  supplement  thereto in reliance  upon,  and in  conformity
     with,  written  information  furnished to the Company by such  Distributing
     Stockholder,  its counsel, affiliates or any underwriter,  specifically for
     use in  the  preparation  thereof.  This  indemnity  agreement  will  be in
     addition to any liability, which the Distributing Stockholder may otherwise
     have.  Notwithstanding  anything to the contrary  herein,  the Distributing
     Stockholder shall be liable under this Section 6(b) for only that amount as
     does not exceed the net  proceeds  to such  Distributing  Stockholder  as a
     result of the sale of Registrable  Securities  pursuant to the Registration
     Statement.

          (c) Promptly after receipt by an indemnified  party under this Section
     6 of notice of the  commencement  of any action  against  such  indemnified
     party,  such indemnified party will, if a claim in respect thereof is to be
     made  against  the  indemnifying  party  under this  Section 6,  notify the
     indemnifying party in writing of the commencement thereof; but the omission
     so to notify the indemnifying party will not relieve the indemnifying party
     from any liability which it may have to any indemnified party except to the
     extent  the  failure  of the  indemnified  party to  provide  such  written
     notification  actually  prejudices the ability of the indemnifying party to
     defend  such  action.  In case any  such  action  is  brought  against  any
     indemnified   party,  and  it  notifies  the  indemnifying   party  of  the
     commencement   thereof,   the  indemnifying   party  will  be  entitled  to
     participate in, and, to the extent that it may wish, jointly with any other
     indemnifying party similarly notified,  assume the defense thereof, subject
     to the  provisions  herein  stated and after  notice from the  indemnifying
     party to such  indemnified  party of its  election so to assume the defense



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     thereof,  the  indemnifying  party  will not be liable to such  indemnified
     party  under this  Section 6 for any legal or other  expenses  subsequently
     incurred by such  indemnified  party in connection with the defense thereof
     other than reasonable costs of investigation, unless the indemnifying party
     shall  not  pursue  the  action to its final  conclusion.  The  indemnified
     parties as a group shall have the right to employ one  separate  counsel in
     any such action and to participate in the defense thereof, but the fees and
     expenses of such  counsel  shall not be at the expense of the  indemnifying
     party if the indemnifying  party has assumed the defense of the action with
     counsel  reasonably  satisfactory to the  indemnified  party unless (i) the
     employment of such counsel has been  specifically  authorized in writing by
     the  indemnifying  party,  or (ii) the  named  parties  to any such  action
     (including any impleaded  parties)  include both the indemnified  party and
     the indemnifying party and the indemnified party shall have been advised by
     its counsel that there may be one or more legal  defenses  available to the
     indemnifying  party  different  from or in conflict with any legal defenses
     which may be available to the  indemnified  party or any other  indemnified
     party (in which  case the  indemnifying  party  shall not have the right to
     assume the defense of such action on behalf of such  indemnified  party, it
     being understood, however, that the indemnifying party shall, in connection
     with any one such action or separate but  substantially  similar or related
     actions  in  the  same  jurisdiction   arising  out  of  the  same  general
     allegations or  circumstances,  be liable only for the reasonable  fees and
     expenses of one separate firm of attorneys for the indemnified party, which
     firm  shall  be  designated  in  writing  by  the  indemnified  party).  No
     settlement of any action against an indemnified party shall be made without
     the prior written consent of the indemnified party, which consent shall not
     be unreasonably withheld so long as such settlement includes a full release
     of claims against the indemnified party.

     All fees and expenses of the indemnified party (including  reasonable costs
of defense and  investigation in a manner not inconsistent with this Section and
all reasonable  attorneys'  fees and expenses)  shall be paid to the indemnified
party,  as incurred,  within ten (10) business days of written notice thereof to
the indemnifying party;  provided,  that the indemnifying party may require such
indemnified  party to undertake  to reimburse  all such fees and expenses to the
extent it is finally  judicially  determined that such indemnified  party is not
entitled to indemnification hereunder.

     7.  Contribution.  In order to provide for just and equitable  contribution
under the Act in any case in which (i) the  indemnified  party makes a claim for
indemnification  pursuant to Section 6 hereof but 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 the express  provisions of Section 6 hereof provide for  indemnification in
such case, or (ii) contribution under the Act may be required on the part of any
indemnified party, then the Company and the applicable Distributing  Stockholder
shall  contribute to the aggregate  losses,  claims,  damages or  liabilities to
which they may be subject  (which  shall,  for all  purposes of this  Agreement,
include,   but  not  be  limited  to,  all  reasonable   costs  of  defense  and
investigation and all reasonable  attorneys' fees and expenses),  in either such
case (after  contribution from others) on the basis of relative fault as well as
any  other  relevant  equitable  considerations.  The  relative  fault  shall be
determined by reference  to, among other  things,  whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to  information  supplied by the Company on the one hand
or the applicable  Distributing  Stockholder on the other hand, and the parties'
relative intent, knowledge,  access to information and opportunity to correct or
prevent such statement or omission. The Company and the Distributing Stockholder
agree that it would not be just and equitable if  contribution  pursuant to this
Section 7 were  determined  by pro rata  allocation  or by any  other  method of
allocation which does not take account of the equitable  considerations referred
to in this  Section 7. The amount paid or payable by an  indemnified  party as a
result of the  losses,  claims,  damages or  liabilities  (or actions in respect
thereof)  referred  to above in this  Section 7 shall be deemed to  include  any
legal  or  other  expenses  reasonably  incurred  by such  indemnified  party in
connection with  investigating  or defending any such action or claim. No person
guilty of fraudulent  misrepresentation  (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation.

     Notwithstanding  any other  provision  of this Section 7, in no event shall
any (i) Stockholder be required to undertake  liability to any person under this
Section  7 for any  amounts  in  excess of the  dollar  amount  of the  proceeds
received by such  Stockholder  from the sale of such  Stockholder's  Registrable
Securities  (after  deducting  any fees,  discounts and  commissions  applicable
thereto)  pursuant to any  Registration  Statement under which such  Registrable
Securities  are  registered  under the Act and (ii)  underwriter  be required to
undertake  liability  to any person  hereunder  for any amounts in excess of the
aggregate discount, commission or other compensation payable to such underwriter
with respect to the  Registrable  Securities  underwritten by it and distributed
pursuant to such Registration Statement.

                                       6
<PAGE>



     8. Notices. All notices, demands, requests, consents,  approvals, and other
communications  required or permitted  hereunder shall be in writing and, unless
otherwise specified herein,  shall be (i) hand delivered,  (ii) deposited in the
mail, registered or certified, return receipt requested,  postage prepaid, (iii)
delivered  by  reputable  air courier  service  with  charges  prepaid,  or (iv)
transmitted by facsimile, addressed as set forth in the Purchase Agreement or to
such other address as such party shall have  specified  most recently by written
notice.  Any notice or other  communication  required or  permitted  to be given
hereunder  shall be deemed  effective  (i) upon hand  delivery  or  delivery  by
facsimile,  with accurate confirmation  generated by the transmitting  facsimile
machine,  at the address or number  designated below (if delivered on a business
day during normal  business  hours where such notice is to be received),  or the
first  business  day  following  such  delivery  (if  delivered  other than on a
business day during normal  business  hours where such notice is to be received)
or (ii) on the first  business  day  following  the date of sending by reputable
courier service, fully prepaid,  addressed to such address, or (iii) upon actual
receipt of such  mailing,  if mailed.  Either party hereto may from time to time
change its  address or  facsimile  number for  notices  under this  Section 8 by
giving at least ten (10) days' prior written  notice of such changed  address or
facsimile number to the other party hereto.

     9. Assignment.  This Agreement is binding upon and inures to the benefit of
the parties hereto and their respective heirs and successors. The rights granted
the  Stockholders  under this Agreement may not be assigned except in connection
with a transfer described in Section 2.

     10.  Additional  Covenants of the Company.  The Company agrees with each of
the other  parties  hereto,  for so long as it shall be required to maintain the
effectiveness of the Registration Statement, that:

          (a) the Company shall file with the  Commission in a timely manner all
     reports and other  documents as the Commission may prescribe  under Section
     13(a)  or  15(d)  of  the  Exchange  Act  and  the  rules  and  regulations
     promulgated thereunder; and

          (b) the Company  shall make and keep  current  all public  information
     filed with the Commission.

     11.  Counterparts/Facsimile.  This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
together  shall  constitute  but one and the same  instrument,  and shall become
effective  when one or more  counterparts  have been signed by each party hereto
and  delivered  to the  other  parties.  In lieu of the  original,  a  facsimile
transmission  or copy of the original  shall be as effective and  enforceable as
the original.

     12.  Remedies.  The remedies  provided in this Agreement are cumulative and
not exclusive of any remedies provided by law. 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  best  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.


                                       7
<PAGE>




     13. Conflicting Agreements.  The Company shall not enter into any agreement
with respect to its securities that is  inconsistent  with the rights granted to
the  Stockholders  of  Registrable  Securities  in this  Agreement  or otherwise
prevents the Company from complying with all of its obligations hereunder.

     14.  Headings.  The headings in this  Agreement are for reference  purposes
only and  shall not  affect in any way the  meaning  or  interpretation  of this
Agreement.

     15.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of New York  applicable to contracts made
in New York by  persons  domiciled  in New York City and  without  regard to its
principles of conflicts of laws.



                         [Signatures on following page]


















                                       8
<PAGE>




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


REDWOOD INVESTMENT ASSOCIATES, L.P.         AMERICAN UNITED GLOBAL, INC.


By: ________________________________        By: ________________________________
       Jonathan Landow, MD                      Robert M. Rubin
       General Partner                          Chairman of the Board and CEO


DR. JONATHAN LANDOW                         JOSEPH CIAVARELLA


By: ________________________________        By: ________________________________
       Jonathan Landow, MD                      Joseph Ciavarella

STOCKHOLDERS:

Corico, Inc.                                JD Lauren, Inc.



Name:______________________________         Name:_____________________________
Title:_____________________________         Title:____________________________

Address:___________________________         Address:__________________________



Old Oak Fund, Inc.                          Allied International Fund, Inc.



Name:______________________________         Name:_____________________________
Title:_____________________________         Title:____________________________

Address:___________________________         Address:__________________________

DePalo Family Irrevocable Stock Trust       Joseph Catania




                                       9
<PAGE>





Name:______________________________         Name:_____________________________
Title:_____________________________         Title:____________________________

Address:___________________________         Address:__________________________


Saudry LLC                                  Joshua Silverman



Name:______________________________         Name:_____________________________
Title:_____________________________         Title:____________________________

Address:___________________________         Address:__________________________


Elizabeth Berman                            Leo T. Abbe



Name:______________________________         Name:_____________________________
Title:_____________________________         Title:____________________________

Address:___________________________         Address:__________________________


Nancy Abbe Irrevocable Trust                Merav Abbe Irrevocable Trust



Name:______________________________         Name:_____________________________
Title:_____________________________         Title:____________________________

Address:___________________________         Address:__________________________



Scott Cohen                                 Bruce Meyers



Name:______________________________         Name:_____________________________
Title:_____________________________         Title:____________________________

Address:___________________________         Address:__________________________


K-Crew and Company



Name:______________________________
Title:_____________________________

Address:___________________________



                                       10
<PAGE>



<TABLE>
<CAPTION>


                                                    Schedule A
                                                    ----------


                                               Lifetime           Merger                  Lifetime
Stockholder                                     Shares            Shares             Conversion Shares
-----------                                     ------            ------             -----------------


<S>                                          <C>              <C>                     <C>
Joshua Silverman                                  11               4,802                   96,032
Elizabeth Berman                                  21               9,167                  183,333
Leo T. Abbe                                       21               9,167                  183,333
Nancy Abbe Trust                                  64              27,937                  558,730
Merav Abbe Irrevocable Trust                      43              18,770                  375,397
Scott Cohen                                       54              23,571                  471,429
Corico Inc                                       155              67,659                1,353,175
JD Lauren Inc.                                    99              43,214                  864,286
Saudry LLC                                        21               9,167                  183,333
Old Oak Fund, Inc.                                13               5,675                  113,492
Allied International Fund, Inc.                  214              93,413                1,868,254
DePalo Family Irrevocable Trust                   25              10,913                  218,254
Bruce Meyers                                     321             140,119                2,802,381
Joseph Catania                                     3               1,310                   26,190
K-Krew and Company                                 6               2,619                   52,381

</TABLE>