EXHIBIT 10.2

                          REGISTRATION RIGHTS AGREEMENT

         REGISTRATION  RIGHTS AGREEMENT (this  "Agreement"),  dated as of August
26, 2004 by and between CAPITAL SOLUTIONS I, INC., a Delaware corporation,  with
its principal office located at 6915 Red Road - Suite 222 Coral Gables,  Florida
33143 (the  "Company"),  and CORNELL CAPITAL  PARTNERS,  LP, a Delaware  limited
partnership (the "Investor").

         WHEREAS:

         A. In connection with the Standby Equity Distribution  Agreement by and
between  the  parties  hereto  of  even  date  herewith  (the  "Standby   Equity
Distribution Agreement"),  the Company has agreed, upon the terms and subject to
the conditions of the Standby Equity Distribution  Agreement,  to issue and sell
to the  Investor i) the  Investor's  Shares and ii) that number of shares of the
Company's  common stock,  par value  $.0000001  per share (the "Common  Stock"),
which can be purchased pursuant to the terms of the Standby Equity  Distribution
Agreement  for  an  aggregate  purchase  price  of up  to  Six  Million  Dollars
($6,000,000).  Capitalized  terms not  defined  herein  shall  have the  meaning
ascribed to them in the Standby Equity Distribution Agreement.

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

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

         1.       DEFINITIONS.

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

                a.       "PERSON"   means  an  individual,   a  corporation,   a
partnership, an association, a trust or other entity or organization,  including
a government or political subdivision or an agency or instrumentality thereof.

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

                c.       "REGISTRABLE   SECURITIES"  means  the  shares  of  the
Company's  Common  Stock  issuable to Investors  pursuant to the Standby  Equity
Distribution  Agreement  (i) which





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have  not been  sold or (ii)  which  may not be  otherwise  transferred  without
restriction under the Securities Act.

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

         2.       REGISTRATION.

                a.       MANDATORY  REGISTRATION.  The Company shall prepare and
file with the SEC a  Registration  Statement on Form S-1, S-2, S-3 or SB-2 or on
such other form as is  available.  The  Company  shall  cause such  Registration
Statement  to be  declared  effective  by the SEC prior to the first sale to the
Investor of the Company's  Common Stock issued  pursuant to an Advance Notice in
accordance with the Standby Equity Distribution Agreement.

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

         3.       RELATED OBLIGATIONS.

                a.       The  Company  shall  keep  the  Registration  Statement
effective pursuant to Rule 415 at all times until the date on which the Investor
shall have sold all the  Registrable  Securities  covered  by such  Registration
Statement (the "REGISTRATION PERIOD").

                b.       The  Company  shall  prepare and file with the SEC such
amendments   (including   post-effective   amendments)   and  supplements  to  a
Registration   Statement  and  the  prospectus  used  in  connection  with  such
Registration  Statement,  which  prospectus is to be filed  pursuant to Rule 424
promulgated  under the 1933 Act, as may be necessary  to keep such  Registration
Statement  effective at all times during the  Registration  Period,  and, during
such  period,  comply with the  provisions  of the 1933 Act with  respect to the
disposition  of all  Registrable  Securities  of the  Company  covered  by  such
Registration  Statement  until such time as all of such  Registrable  Securities
shall  have  been  disposed  of in  accordance  with  the  intended  methods  of
disposition by the seller or sellers  thereof as set forth in such  Registration
Statement. In the case of amendments and supplements to a Registration Statement
which are required to be filed pursuant to this Agreement (including pursuant to
this Section  3(b)) by reason of the





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Company's  filing  a  report  on Form  10-KSB,  Form  10-QSB  or Form 8-K or any
analogous  report under the  Securities  Exchange  Act of 1934,  as amended (the
"1934 Act"),  the Company shall  incorporate  such report by reference  into the
Registration  Statement,  if  applicable,  or  shall  file  such  amendments  or
supplements  with the SEC within ten (10) business days of the date on which the
1934 Act report is filed which created the  requirement for the Company to amend
or supplement the Registration Statement.

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

                d.       As the  Investor  reasonably  requests in writing,  the
Company  shall use its best efforts to (i) register and qualify the  Registrable
Securities  covered by a Registration  Statement under such other  securities or
"blue  sky" laws of such  jurisdictions  in the  United  States as the  Investor
reasonably  requests,  (ii)  prepare  and  file  in  those  jurisdictions,  such
amendments  (including  post-effective   amendments)  and  supplements  to  such
registrations   and   qualifications   as  may  be  necessary  to  maintain  the
effectiveness  thereof  during the  Registration  Period,  (iii) take such other
actions as may be necessary to maintain such registrations and qualifications in
effect at all times  during  the  Registration  Period,  and (iv) take all other
actions reasonably necessary or advisable to qualify the Registrable  Securities
for sale in such jurisdictions; provided, however, that the Company shall not be
required  in  connection  therewith  or as a  condition  thereto to (w) make any
change to its  certificate  of  incorporation  or  by-laws,  (x)  qualify  to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this Section 3(d),  (y) subject  itself to general  taxation in any such
jurisdiction,  or (z) file a general  consent  to service of process in any such
jurisdiction.  The Company shall promptly  notify the Investor of the receipt by
the  Company  of  any  notification  with  respect  to  the  suspension  of  the
registration  or  qualification  of any of the  Registrable  Securities for sale
under the securities or "blue sky" laws of any jurisdiction in the United States
or its receipt of actual notice of the  initiation  or threat of any  proceeding
for such purpose.

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


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facsimile on the same day of such effectiveness), (ii) of any request by the SEC
for amendments or supplements to a Registration  Statement or related prospectus
or related information, and (iii) of the Company's reasonable determination that
a post-effective amendment to a Registration Statement would be appropriate.

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

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

                h.       The Company shall hold in  confidence  and not make any
disclosure of information concerning the Investor provided to the Company unless
(i) disclosure of such  information is necessary to comply with 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  the  Investor  is  sought  in  or by a  court  or
governmental body of competent  jurisdiction or through other means, give prompt
written  notice  to the  Investor  and  allow the  Investor,  at the  Investor's
expense, to undertake  appropriate action to prevent disclosure of, or to obtain
a protective order for, such information.







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

                j.       The Company  shall  cooperate  with the Investor to the
extent  applicable,  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
Investor may reasonably request and registered in such names as the Investor may
request.

                k.       The  Company  shall use  commercially  reasonable  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.

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

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

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

         4.       OBLIGATIONS OF THE INVESTOR.

         The Investor  agrees that,  upon receipt of any notice from the Company
of the happening of any event of the kind described in Section 3(f) or the first
sentence of 3(e),  the Investor  will  immediately  discontinue  disposition  of
Registrable  Securities pursuant to any Registration  Statement(s) covering such
Registrable  Securities  until  the  Investor's  receipt  of the  copies  of the
supplemented  or amended  prospectus  contemplated by Section 3(e) or receipt of
notice that no supplement or amendment is required.

         5.       EXPENSES OF REGISTRATION.

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





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         6.       INDEMNIFICATION.

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

                a.       To the fullest  extent  permitted  by law,  the Company
will,  and hereby does,  indemnify,  hold harmless and defend the Investor,  the
directors,  officers, partners, employees, agents,  representatives of, and each
Person,  if any, who controls the Investor within the meaning of the 1933 Act or
the 1934 Act (each,  an  "Indemnified  Person"),  against  any  losses,  claims,
damages,  liabilities,  judgments, fines, penalties,  charges, costs, reasonable
attorneys'  fees,  amounts  paid in  settlement  or  expenses,  joint or several
(collectively,  "Claims") incurred in investigating,  preparing or defending any
action, claim, suit, inquiry, proceeding, investigation or appeal taken from the
foregoing  by or  before  any  court or  governmental,  administrative  or other
regulatory  agency,  body or the SEC, whether pending or threatened,  whether or
not an indemnified party is or may be a party thereto  ("Indemnified  Damages"),
to which any of them may become  subject  insofar as such  Claims (or actions or
proceedings,  whether commenced or threatened,  in respect thereof) arise out of
or are based upon: (i) any untrue statement 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 of a material  fact required to be stated
therein or necessary to make the  statements  therein not  misleading;  (ii) any
untrue   statement  of  a  material  fact  contained  in  any  final  prospectus
constituting a part of the  Registration  Statement (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 by the
Company  of the 1933  Act,  the 1934  Act,  any other  law,  including,  without
limitation,  any state  securities  law,  or any rule or  regulation  thereunder
relating  to the  offer  or sale of the  Registrable  Securities  pursuant  to a
Registration  Statement (the matters in the foregoing  clauses (i) through (iii)
being, collectively, "Violations"). The Company shall reimburse the Investor and
each such  controlling  person promptly , for any legal fees or disbursements or
other reasonable  expenses incurred by them in connection with  investigating or
defending  any such Claim.  Notwithstanding  anything to the contrary  contained
herein, the indemnification  agreement contained in this Section 6(a): (x) shall
not apply to a Claim by an  Indemnified  Person  arising  out of or based upon a
Violation  which  occurs in reliance  upon and in  conformity  with  information
furnished in writing to the Company by such  Indemnified  Person or the Investor
expressly for use in connection  with the  preparation  of  registration  of the
Registrable  Securities,  the  Registration  Statement or any such prospectus or
amendment  thereof or  supplement  thereto;  (y) shall not be  available  to the
extent  such Claim is based on a failure of the  Investor to deliver or to cause
to be delivered the prospectus made available by the Company, if such prospectus
was timely made available by the Company pursuant to Section 3(e); and (z) 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.






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                b.       To the fullest  extent  permitted  by law, the Investor
agrees to  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 and each Person,  if
any, who controls the Company within the meaning of the 1933 Act or the 1934 Act
(each an "Indemnified Party"), against any Claim or Indemnified Damages to which
any of them may become  subject,  under the 1933 Act, the 1934 Act or otherwise,
insofar as such Claim or  Indemnified  Damages arise out of or is based upon any
Violation,  in each  case to the  extent,  and  only to the  extent,  that  such
Violation  occurs in reliance  upon and in conformity  with written  information
furnished to the Company by the Investor  expressly for use in  connection  with
the registration of the Registrable  Securities,  such Registration Statement or
any prospectus or amendment or supplement thereto; and, subject to Section 6(d),
the  Investor  will  reimburse  each  Indemnified  Party  for 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 the
Investor, which consent shall not be unreasonably withheld;  provided,  further,
however, that the Investor shall be liable under this Section 6(b) for only that
amount of a Claim or Indemnified  Damages as does not exceed the net proceeds to
the Investor as a result of the sale of Registrable  Securities pursuant to such
Registration  Statement.  Such  indemnity  shall remain in full force and effect
regardless of any investigation  made by or on behalf of such Indemnified Party.
Notwithstanding  anything to the contrary contained herein, the  indemnification
agreement  contained in this Section 6(b) with respect to any  prospectus  shall
not inure to the benefit of any  Indemnified  Party if the untrue  statement  or
omission of material fact contained in the prospectus was corrected and such new
prospectus  was  delivered to the Investor  prior to the  Investor's  use of the
prospectus to which the Claim relates.

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



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Indemnified  Person fully  apprised at all times as to the status of the defense
or any settlement negotiations with respect thereto. No indemnifying party shall
be liable for any settlement of any action, claim or proceeding effected without
its prior written consent, provided,  however, that the indemnifying party shall
not unreasonably withhold, delay or condition its consent. No indemnifying party
shall, without the prior written consent of the Indemnified Party or Indemnified
Person,  as  applicable,  consent  to entry of any  judgment  or enter  into any
settlement or other compromise  which does not include as an unconditional  term
thereof the giving by the  claimant or plaintiff  to such  Indemnified  Party or
Indemnified  Person of a release from all  liability in respect to such claim or
litigation.   Following   indemnification   as  provided  for   hereunder,   the
indemnifying party shall be subrogated to all rights of the Indemnified Party or
Indemnified Person, as applicable,  with respect to all third parties,  firms or
corporations relating to the matter for which indemnification has been made. The
failure to deliver written notice to the indemnifying  party within a reasonable
time of the commencement of any such action shall not relieve such  indemnifying
party of any liability to the Indemnified Person or Indemnified Party under this
Section 6, except to the extent that the indemnifying party is prejudiced in its
ability to defend such action.

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

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

         7.       CONTRIBUTION.

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

         8.       REPORTS UNDER THE 1934 ACT.

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

                a.       make and keep public  information  available,  as those
terms are understood and defined in Rule 144;








<PAGE>
                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 6.3 of
the Standby  Equity  Distribution  Agreement) and the filing of such reports and
other documents is required for the applicable provisions of Rule 144; and

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

         9.       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 by the written agreement of the Investor
and the  Company.  Any  amendment  or waiver  effected in  accordance  with this
Section 9 shall be binding upon the Investor and the Company.  No  consideration
shall be  offered  or paid to any  Person  to amend or  consent  to a waiver  or
modification  of  any  provision  of any  of  this  Agreement  unless  the  same
consideration also is offered to all of the parties to this Agreement.

         10.      MISCELLANEOUS.

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

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

If to the Company, to:                    Capital Solutions I, Inc.
                                          6915 Red Road - Suite 222
                                          Coral Gables, FL 33143
                                          Attention:   Richard Astrom
                                          Telephone:   (305) 666-6565
                                          Facsimile:   (305) 666-3994







<PAGE>
With a copy to:                           Gibson, Dunn & Crutcher LLP
                                          1050 Connecticut Avenue N.W.
                                          Washington D.C.
                                          Attention:   Brian Lane, Esq.
                                          Telephone:   (202) 887-3646
                                          Facsimile:   (202) 530-9589

If to the Investor, to:                   Cornell Capital Partners, LP
                                          101 Hudson Street - Suite 3700
                                          Jersey City, New Jersey 07302
                                          Attention:   Mark Angelo
                                                       Portfolio Manager
                                          Telephone:   (201) 985-8300
                                          Facsimile:   (201) 985-8266

With copy to:                             Butler Gonzalez LLP
                                          1000 Stuyvesant Avenue - Suite 6
                                          Union, New Jersey 07083
                                          Attention:   David Gonzalez, Esq.
                                          Telephone:   (908) 810-8588
                                          Facsimile:   (908) 810-0973

Any party may  change  its  address  by  providing  written  notice to the other
parties  hereto at least five days prior to the  effectiveness  of such  change.
Written  confirmation  of receipt  (A) given by the  recipient  of such  notice,
consent,  waiver or other  communication,  (B)  mechanically  or  electronically
generated by the sender's facsimile machine containing the time, date, recipient
facsimile  number  and an image of the first  page of such  transmission  or (C)
provided by a courier or overnight courier service shall be rebuttable  evidence
of  personal  service,  receipt  by  facsimile  or  receipt  from  a  nationally
recognized  overnight  delivery  service in accordance  with clause (i), (ii) or
(iii) above, respectively.

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

                d.       The  corporate  laws of the  State  of  Delaware  shall
govern  all  issues  concerning  the  relative  rights  of the  Company  and the
Investor.   Each  party  hereby   irrevocably   submits  to  the   non-exclusive
jurisdiction  of the  Superior  Courts of the State of New  Jersey,  sitting  in
Hudson County, New Jersey and the Federal District Court for the District of New
Jersey  sitting in Newark,  New  Jersey,  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








<PAGE>
service  shall  constitute  good and  sufficient  service of process  and notice
thereof.  Nothing contained herein shall be deemed to limit in any way any right
to serve  process in any  manner  permitted  by law.  If any  provision  of this
Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity
or  unenforceability  shall not affect the  validity  or  enforceability  of the
remainder  of  this   Agreement  in  that   jurisdiction   or  the  validity  or
enforceability  of any  provision of this  Agreement in any other  jurisdiction.
EACH PARTY HEREBY  IRREVOCABLY  WAIVES ANY RIGHT IT MAY HAVE,  AND AGREES NOT TO
REQUEST,  A JURY  TRIAL FOR THE  ADJUDICATION  OF ANY  DISPUTE  HEREUNDER  OR IN
CONNECTION  HEREWITH  OR  ARISING  OUT OF  THIS  AGREEMENT  OR  ANY  TRANSACTION
CONTEMPLATED HEREBY.

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

                f.       This  Agreement  shall  inure to the  benefit of and be
binding upon the permitted successors and assigns of each of the parties hereto.

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

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

                i.       Each party  shall do and  perform,  or cause to be done
and performed,  all such further acts and things,  and shall execute and deliver
all such other agreements, certificates, instruments and documents, as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.

                j.       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.

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



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]







<PAGE>
         IN WITNESS WHEREOF,  the parties have caused this  Registration  Rights
Agreement to be duly executed as of August 26, 2004.


                                    COMPANY:
                                            CAPITAL SOLUTIONS I,  INC.

                                            By:      /s/ CHRISTOPHER ASTROM
                                                --------------------------------
                                            Name:     Christopher Astrom
                                            Title:    Chief Executive Officer


                                            INVESTOR:
                                            CORNELL CAPITAL PARTNERS, LP

                                            By:      Yorkville Advisors, LLC
                                            Its:     General Partner

                                            By:      /s/ MARK ANGELO
                                                --------------------------------
                                            Name:    Mark Angelo
                                            Title:   Portfolio Manager





































<PAGE>
                                                                       EXHIBIT A


                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT




INSERT

Attention:

                  Re:      CAPITAL SOLUTIONS I,  INC.

Ladies and Gentlemen:

         We are counsel to Capital  Solutions  I, Inc. , a Delaware  corporation
(the  "Company"),  and have  represented  the  Company in  connection  with that
certain Standby Equity Distribution  Agreement (the "Standby Equity Distribution
Agreement")  entered  into  by and  between  the  Company  and  Cornell  Capital
Partners,  LP (the  "Investor")  pursuant  to which  the  Company  issued to the
Investor  shares of its Common  Stock,  par value  $____ per share (the  "Common
Stock"). Pursuant to the Standby Equity Distribution Agreement, the Company also
has  entered  into a  Registration  Rights  Agreement  with  the  Investor  (the
"Registration  Rights  Agreement")  pursuant to which the Company agreed,  among
other  things,  to  register  the  Registrable  Securities  (as  defined  in the
Registration Rights Agreement) under the Securities Act of 1933, as amended (the
"1933 Act"). In connection with the Company's obligations under the Registration
Rights  Agreement,  on  ____________  ____,  the  Company  filed a  Registration
Statement  on Form  ________  (File No.  333-_____________)  (the  "Registration
Statement") with the Securities and Exchange  Commission (the "SEC") relating to
the  Registrable  Securities  which names the Investor as a selling  stockholder
thereunder.

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

                                        Very truly yours,




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

cc:      CORNELL CAPITAL PARTNERS, LP