Exhibit 10.2




Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT


                This Registration Rights Agreement (this "Agreement")
is made and entered into as of June 30, 2003, by and among DDS Technologies USA,
Inc., a Nevada corporation (the "Company"), and the investors signatory
hereto (each a "Purchaser" and collectively, the "Purchasers").

                This Agreement is made pursuant to the Securities Purchase
Agreement, dated as of the date hereof among the Company and the Purchasers (the
"Purchase Agreement").

                The Company and the Purchasers hereby agree as follows:

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



                    "Effectiveness Date" means, with respect to the
    Registration Statement required to be filed hereunder, the earlier of (a)
    the 150th calendar day following the Closing Date and (b) the fifth Trading
    Day following the date on which the Company is notified by the Commission
    that the Registration Statement will not be reviewed or is no longer subject
    to further review and comments.

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

                    "Filing Date" means, with respect to the
    Registration Statement required to be filed hereunder, the 45th
    calendar day following the Closing Date.

                    "Holder" or "Holders" means the holder or
    holders, as the case may be, from time to time of Registrable Securities.

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

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

                    "Losses" shall have the meaning set forth in
    Section 5(a).

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

                    "Prospectus" means the prospectus included in the
    Registration Statement (including, without limitation, a prospectus that
    includes any information previously omitted from a prospectus filed as part
    of an effective registration statement in reliance upon Rule 430A
    promulgated under the Securities Act), as amended or supplemented by any
    prospectus supplement, with respect to the terms of the offering of any
    portion of the

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Registrable Securities covered by the Registration Statement,
    and all other amendments and supplements to the Prospectus, including
    post-effective amendments, and all material incorporated by reference or
    deemed to be incorporated by reference in such Prospectus.

                    "Registrable Securities" means the Shares and the
    Warrant Shares, together with any shares of Common Stock issued or issuable
    upon any stock split, dividend or other distribution, recapitalization or
    similar event with respect to the foregoing or in connection with any
    anti-dilution provisions in the Warrant.

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

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

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

                    "Securities Act" means the Securities Act of 1933,
    as amended.



        2.     Registration.



                    (a)     On or prior to the Filing Date, the Company shall
    prepare and file with the Commission the Registration Statement covering the
    resale of all of the Registrable Securities for an offering to be made on a
    continuous basis pursuant to Rule 415. The Registration Statement required
    hereunder shall be on Form S-3 (except if the Company is not then eligible
    to register for resale the Registrable Securities on Form S-3, in which case
    the Registration shall be on another appropriate form in accordance
    herewith). The Registration Statement required hereunder shall contain
    (except if otherwise directed by the Holders) the "Plan of Distribution"
    attached hereto as Annex A. The Company shall cause the Registration
    Statement to become effective and remain effective as provided herein. The
    Company shall use its commercially reasonable efforts to cause the
    Registration Statement to be declared effective under the Securities Act as
    promptly as possible after the filing thereof, but in any event not later
    than the Effectiveness Date, and shall use its commercially reasonable
    efforts to keep the Registration Statement continuously effective under the
    Securities Act until the date which is two years after the Closing Date or
    such later date when all Registrable Securities covered by the Registration
    Statement (a) have been sold pursuant to the Registration Statement or an
    exemption from the registration requirements of the Securities Act or (b)
    may be sold without volume restrictions pursuant to Rule 144(k) as
    determined by the counsel to the  



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Company pursuant to a written opinion
    letter to such effect, addressed and acceptable to the Company's transfer
    agent and the affected Holders (the "Effectiveness Period").

                    (b)     If: (i) a Registration Statement is not filed on or
    prior to its Filing Date (if the Company files a Registration Statement
    without affording the Holder the opportunity to review and comment on the
    same as required by Section 3(a), the Company shall not be deemed to have
    satisfied this clause (i)); provided, however, that if a
    Holder fails to provide the Company with any information that is required to
    be provided in the Registration Statement with respect to such Holder
    pursuant to Section 3(k), then the Filing Date shall be extended until two
    Trading Days following the date of receipt by the Company of such required
    information, or (ii) the Company fails to file with the Commission a request
    for acceleration in accordance with Rule 461 promulgated under the
    Securities Act, within five Trading Days of the date that the Company is
    notified (orally or in writing, whichever is earlier) by the Commission that
    a Registration Statement will not be "reviewed," or not subject to further
    review, or (iii) prior to the date when such Registration Statement is first
    declared effective by the Commission, the Company fails to file a
    pre-effective amendment and otherwise respond in writing to comments made by
    the Commission in respect of such Registration Statement within fifteen
    Trading Days after the receipt of comments by or notice from the Commission
    that such amendment is required in order for a Registration Statement to be
    declared effective, or (iv) a Registration Statement filed or required to be
    filed hereunder is not declared effective by the Commission on or before the
    Effectiveness Date, or (v) after a Registration Statement is first declared
    effective by the Commission, it ceases for any reason to remain continuously
    effective as to all Registrable Securities for which it is required to be
    effective, or the Holders are not permitted to utilize the Prospectus
    therein to resell such Registrable Securities, for in any such cases ten
    Trading Days (which need not be consecutive days) in the aggregate during
    any 12-month period (any such failure or breach being referred to as an "Event,"
    and for purposes of clause (i) or (iv) the date on which such Event occurs,
    or for purposes of clause (ii) the date on which such five Trading Day
    period is exceeded, or for purposes of clauses (iii) the date which such
    fifteen Trading Day period is exceeded, or for purposes of clause (v) the
    date on which such ten Trading Day period is exceeded being referred to as "Event
    Date"), then in addition to any other rights the Holders may have
    hereunder or under applicable law: (x) on each such Event Date the Company
    shall pay to each Holder an amount in cash, as liquidated damages and not as
    a penalty, equal to 2.5% of the aggregate purchase price paid by such Holder
    pursuant to the Purchase Agreement for any Registrable Securities then held
    by such Holder; and (y) on each monthly anniversary of each such Event Date
    (if the applicable Event shall not have been cured by such date) until the
    applicable Event is cured, the Company shall pay to each Holder an amount in
    cash, as liquidated damages and not as a penalty, equal to 2.5% of the
    aggregate purchase price paid by such Holder pursuant to the Purchase
    Agreement for any Registrable Securities then held by such Holder. If the
    Company fails to pay any liquidated damages pursuant to this Section in full
    within seven days after the date payable, the Company will pay interest
    thereon at a rate of 18% per annum (or such lesser maximum amount that is
    permitted to be paid by applicable law) to the Holder, accruing daily from
    the date such liquidated damages are due until such amounts, plus all such
    interest thereon, are paid in full; provided, however, 



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liquidated damages payable to any Purchaser hereunder
    shall not exceed 10% of the aggregate purchase price paid by such Purchaser
    pursuant to the Purchase Agreement.



        3.     Registration Procedures


                In connection with the Company's registration obligations
hereunder, the Company shall:



                    (a)     Not less than three Trading Days, which shall not be
    included in the calculation of time period for the purposes of the Company's
    obligations under this Agreement or under the Purchase Agreement, prior to
    the filing of the Registration Statement or any related Prospectus or any
    amendment or supplement thereto, the Company shall, (i) furnish to the
    Holders copies of all such documents proposed to be filed (including
    documents incorporated or deemed incorporated by reference to the extent
    requested by such Person) which documents will be subject to the review of
    such Holders, and (ii) cause its officers and directors, counsel and
    independent certified public accountants to respond to such inquiries as
    shall be necessary, in the reasonable opinion of respective counsel to
    conduct a reasonable investigation within the meaning of the Securities Act.
    The Company shall not file the Registration Statement or any such Prospectus
    or any amendments or supplements thereto to which the Holders of a majority
    of the Registrable Securities shall reasonably object in good faith.

                    (b)     (i) Prepare and file with the Commission such
    amendments, including post-effective amendments, to the Registration
    Statement and the Prospectus used in connection therewith as may be
    necessary to keep the Registration Statement continuously effective as to
    the applicable Registrable Securities for the Effectiveness Period; (ii)
    cause the related Prospectus to be amended or supplemented by any required
    Prospectus supplement, and as so supplemented or amended to be filed
    pursuant to Rule 424; (iii) respond as promptly as reasonably possible, and
    in any event within 15 Trading Days, to any comments received from the
    Commission with respect to the Registration Statement or any amendment
    thereto and, as promptly as reasonably possible, upon request, provide the
    Holders true and complete copies of all correspondence from and to the
    Commission relating to the Registration Statement; and (iv) comply in all
    material respects with the provisions of the Securities Act and the Exchange
    Act with respect to the disposition of all Registrable Securities covered by
    the Registration Statement during the applicable period in accordance with
    the intended methods of disposition by the Holders thereof set forth in the
    Registration Statement as so amended or in such Prospectus as so
    supplemented.

                    (c)     Notify the Holders of Registrable Securities to be
    sold as promptly as reasonably possible (and, in the case of (i)(A) below,
    not less than two Trading Days prior to such filing) and (if requested by
    any such Person) confirm such notice in writing promptly following the day
    (i)(A) when a Prospectus or any Prospectus supplement or post-effective
    amendment to the Registration Statement is proposed to be filed; (B) when
    the Commission notifies the Company whether there will be a "review" of the
    Registration Statement and whenever the Commission comments in writing on
    the Registration Statement (the Company shall upon request provide true and
    complete  

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copies thereof and all written responses thereto to each of the
    Holders); and (C) with respect to the Registration Statement or any
    post-effective amendment, when the same has become effective; (ii) of any
    request by the Commission or any other Federal or state governmental
    authority during the period of effectiveness of the Registration Statement
    for amendments or supplements to the Registration Statement or Prospectus or
    for additional information; (iii) of the issuance by the Commission or any
    other federal or state governmental authority of any stop order suspending
    the effectiveness of the Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that
    purpose; (iv) of the receipt by the Company of any notification with respect
    to the suspension of the qualification or exemption from qualification of
    any of the Registrable Securities for sale in any jurisdiction, or the
    initiation or threatening of any Proceeding for such purpose; and (v) of the
    occurrence of any event or passage of time that makes the financial
    statements included in the Registration Statement ineligible for inclusion
    therein or any statement made in the Registration Statement or Prospectus or
    any document incorporated or deemed to be incorporated therein by reference
    untrue in any material respect or that requires any revisions to the
    Registration Statement, Prospectus or other documents so that, in the case
    of the Registration Statement or the Prospectus, as the case may be, it will
    not contain any untrue statement of a material fact or omit to state any
    material fact required to be stated therein or necessary to make the
    statements therein, in light of the circumstances under which they were
    made, not misleading.

                    (d)     Use its commercially reasonable efforts to avoid the
    issuance of, or, if issued, obtain the withdrawal of (i) any order
    suspending the effectiveness of the Registration Statement, or (ii) any
    suspension of the qualification (or exemption from qualification) of any of
    the Registrable Securities for sale in any jurisdiction, at the earliest
    practicable moment.

                    (e)     Furnish to each Holder, without charge, at least one
    conformed copy of the Registration Statement and each amendment thereto,
    including financial statements and schedules, all documents incorporated or
    deemed to be incorporated therein by reference to the extent requested by
    such Person, and all exhibits to the extent requested by such Person
    (including those previously furnished or incorporated by reference) promptly
    after the filing of such documents with the Commission.

                    (f)     Promptly deliver to each Holder, without charge, as
    many copies of the Prospectus or Prospectuses (including each form of
    prospectus) and each amendment or supplement thereto as such Persons may
    reasonably request in connection with resales by the Holder of Registrable
    Securities. The Company hereby consents to the use of such Prospectus and
    each amendment or supplement thereto by each of the selling Holders in
    connection with the offering and sale of the Registrable Securities covered
    by such Prospectus and any amendment or supplement thereto, except after the
    giving on any notice pursuant to Section 3(c).

                    (g)     Prior to any resale of Registrable Securities by a
    Holder, use its commercially reasonable efforts to register or qualify or
    cooperate with the selling Holders in connection with the registration or
    qualification (or exemption from the

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Registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or
    Blue Sky laws of such jurisdictions within the United States as any Holder
    reasonably requests in writing, to keep each the Registration or
    qualification (or exemption therefrom) effective during the Effectiveness
    Period and to do any and all other acts or things reasonably necessary to
    enable the disposition in such jurisdictions of the Registrable Securities
    covered by the Registration Statement; provided, that the Company
    shall not be required to qualify generally to do business in any
    jurisdiction where it is not then so qualified, subject the Company to any
    material tax in any such jurisdiction where it is not then so subject or
    file a general consent to service of process in any such jurisdiction.

                    (h)     If requested by the Holders, cooperate with the
    Holders to facilitate the timely preparation and delivery of certificates
    representing Registrable Securities to be delivered to a transferee pursuant
    to the Registration Statement, which certificates shall be free, to the
    extent permitted by the Purchase Agreement, of all restrictive legends, and
    to enable such Registrable Securities to be in such denominations and
    registered in such names as any such Holders may request.

                    (i)     Upon the occurrence of any event contemplated by
    Section 3(c)(v), as promptly as reasonably possible, prepare a supplement or
    amendment, including a post-effective amendment, to the Registration
    Statement or a supplement to the related Prospectus or any document
    incorporated or deemed to be incorporated therein by reference, and file any
    other required document so that, as thereafter delivered, neither the
    Registration Statement nor such Prospectus will 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.

                    (j)     Comply with all applicable rules and regulations of
    the Commission.

                    (k)    The Company may require each selling Holder to
    furnish to the Company a certified statement as to the number of shares of
    Common Stock beneficially owned by such Holder and, if required by the
    Commission, the person thereof that has voting and dispositive control over
    the Shares. Each Holder agrees to reasonably cooperate with the Company in
    the preparation of the Registration Statement and response by the Company to
    any comments by the Commission.



                4.    
Registration Expenses. All fees and expenses
incident to the performance of or compliance with this Agreement by the Company
shall be borne by the Company whether or not any Registrable Securities are sold
pursuant to the Registration Statement. The fees and expenses referred to in the
foregoing sentence shall include, without limitation, (i) all registration and
filing fees (including, without limitation, fees and expenses (A) with respect
to filings required to be made with the Trading Market on which the Common Stock
is then listed for trading, and (B) in compliance with applicable state
securities or Blue Sky laws), (ii) printing expenses (including, without
limitation, expenses of printing certificates for Registrable Securities and of
printing prospectuses if the printing of prospectuses is reasonably requested by
the holders of a majority of the Registrable Securities included in the
Registration Statement),



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(iii) messenger, telephone and delivery expenses, (iv)
fees and disbursements of counsel for the Company, (v) Securities Act liability
insurance, if the Company so desires such insurance, and (vi) fees and expenses
of all other Persons retained by the Company in connection with the consummation
of the transactions contemplated by this Agreement. In addition, the Company
shall be responsible for all of its internal expenses incurred in connection
with the consummation of the transactions contemplated by this Agreement
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expense of any annual
audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder.

                5.    
Indemnification



    
                            (a)     Indemnification by the Company. The Company
    shall, notwithstanding any termination of this Agreement, indemnify and hold
    harmless each Holder, the officers, directors, agents and employees of each
    of them, each Person who controls any such Holder (within the meaning of
    Section 15 of the Securities Act or Section 20 of the Exchange Act) and the
    officers, directors, agents and employees of each such controlling Person,
    to the fullest extent permitted by applicable law, from and against any and
    all losses, claims, damages, liabilities, costs (including, without
    limitation, reasonable attorneys' fees) and expenses (collectively, "Losses"),
    as incurred, to the extent arising out of or relating to any untrue or
    alleged untrue statement of a material fact contained in the Registration
    Statement, any Prospectus or any form of prospectus or in any amendment or
    supplement thereto or in any preliminary prospectus, or arising out of or
    relating to any omission or alleged omission of a material fact required to
    be stated therein or necessary to make the statements therein (in the case
    of any Prospectus or form of prospectus or supplement thereto, in light of
    the circumstances under which they were made) not misleading, except to the
    extent, but only to the extent, that (1) such untrue statements or omissions
    are based solely upon information regarding such Holder furnished in writing
    to the Company by such Holder expressly for use therein, or to the extent
    that such information relates to such Holder or such Holder's proposed
    method of distribution of Registrable Securities and was reviewed and
    expressly approved in writing by such Holder expressly for use in the
    Registration Statement, such Prospectus or such form of Prospectus or in any
    amendment or supplement thereto (it being understood that the Holder has
    approved Annex A hereto for this purpose) or (2) in the case of an
    occurrence of an event of the type specified in Section 3(c)(ii)-(v), the
    use by such Holder of an outdated or defective Prospectus after the Company
    has notified such Holder in writing that the Prospectus is outdated or
    defective and prior to the receipt by such Holder of the Advice contemplated
    in Section 6(d). The Company shall notify the Holders promptly of the
    institution, threat or assertion of any Proceeding of which the Company is
    aware in connection with the transactions contemplated by this Agreement.

                            (b)     Indemnification by Holders. Each Holder shall,
    severally and not jointly, indemnify and hold harmless the Company, its
    directors, officers, agents and employees, each Person who controls the
    Company (within the meaning of Section 15 of the Securities Act and Section
    20 of the Exchange Act), and the directors, officers, agents or employees of
    such controlling Persons, to the fullest extent permitted by applicable law,
    from and against all Losses, as incurred, to the extent arising out of or
    based upon: (x)  

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such Holder's failure to comply with the prospectus delivery
    requirements of the Securities Act or (y) any untrue or alleged untrue
    statement of a material fact contained in any Registration Statement, any
    Prospectus, or any form of prospectus, or in any amendment or supplement
    thereto or in any preliminary prospectus, or arising out of or relating to
    any omission or alleged omission of a material fact required to be stated
    therein or necessary to make the statements therein not misleading (i) to
    the extent, but only to the extent, that such untrue statement or omission
    is contained in any information so furnished in writing by such Holder to
    the Company specifically for inclusion in the Registration Statement or such
    Prospectus or (ii) to the extent that (1) such untrue statements or
    omissions are based solely upon information regarding such Holder furnished
    in writing to the Company by such Holder expressly for use therein, or to
    the extent that such information relates to such Holder or such Holder's
    proposed method of distribution of Registrable Securities and was reviewed
    and expressly approved in writing by such Holder expressly for use in the
    Registration Statement (it being understood that the Holder has approved
    Annex A hereto for this purpose), such Prospectus or such form of Prospectus
    or in any amendment or supplement thereto or (2) in the case of an
    occurrence of an event of the type specified in Section 3(c)(ii)-(v), the
    use by such Holder of an outdated or defective Prospectus after the Company
    has notified such Holder in writing that the Prospectus is outdated or
    defective and prior to the receipt by such Holder of the Advice contemplated
    in Section 6(d). In no event shall the liability of any selling Holder
    hereunder be greater in amount than the dollar amount of the net proceeds
    received by such Holder upon the sale of the Registrable Securities giving
    rise to such indemnification obligation.

                            (c)     Conduct of Indemnification Proceedings. If any
    Proceeding shall be brought or asserted against any Person entitled to
    indemnity hereunder (an "Indemnified Party"), such Indemnified Party
    shall promptly notify the Person from whom indemnity is sought (the "Indemnifying
    Party") in writing, and the Indemnifying Party shall have the right to
    assume the defense thereof, including the employment of counsel reasonably
    satisfactory to the Indemnified Party and the payment of all fees and
    expenses incurred in connection with defense thereof; provided, that the
    failure of any Indemnified Party to give such notice shall not relieve the
    Indemnifying Party of its obligations or liabilities pursuant to this
    Agreement, except (and only) to the extent that it shall be finally
    determined by a court of competent jurisdiction (which determination is not
    subject to appeal or further review) that such failure shall have prejudiced
    the Indemnifying Party.

                            An Indemnified Party shall have the right to employ
    separate counsel in any such Proceeding and to participate in the defense
    thereof, but the fees and expenses of such counsel shall be at the expense
    of such Indemnified Party or Parties unless: (1) the Indemnifying Party has
    agreed in writing to pay such fees and expenses; (2) the Indemnifying Party
    shall have failed promptly to assume the defense of such Proceeding and to
    employ counsel reasonably satisfactory to such Indemnified Party in any such
    Proceeding; or (3) the named parties to any such Proceeding (including any
    impleaded parties) include both such Indemnified Party and the Indemnifying
    Party, and such Indemnified Party shall have been advised by counsel that a
    conflict of interest is likely to exist if the same counsel were to
    represent such Indemnified Party and the Indemnifying Party (in which case,
    if such Indemnified Party notifies the Indemnifying 

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Party in writing that it elects to employ separate
    counsel at the expense of the Indemnifying Party, the Indemnifying Party
    shall not have the right to assume the defense thereof and the reasonable
    fees and expenses of one separate counsel shall be at the expense of the
    Indemnifying Party). The Indemnifying Party shall not be liable for any
    settlement of any such Proceeding effected without its written consent,
    which consent shall not be unreasonably withheld. No Indemnifying Party
    shall, without the prior written consent of the Indemnified Party, effect
    any settlement of any pending Proceeding in respect of which any Indemnified
    Party is a party, unless such settlement includes an unconditional release
    of such Indemnified Party from all liability on claims that are the subject
    matter of such Proceeding.

                            All reasonable fees and expenses of the Indemnified Party
    (including reasonable fees and expenses to the extent incurred in connection
    with investigating or preparing to defend such Proceeding in a manner not
    inconsistent with this Section) shall be paid to the Indemnified Party, as
    incurred, within ten Trading Days of written notice thereof to the
    Indemnifying Party; provided, that the Indemnified Party shall
    promptly reimburse the Indemnifying Party for that portion of such fees and
    expenses applicable to such actions for which such Indemnified Party is not
    entitled to indemnification hereunder, determined based upon the relative
    faults of the parties.

                            (d)     Contribution. If a claim for indemnification
    under Section 5(a) or 5(b) is unavailable to an Indemnified Party (by reason
    of public policy or otherwise), then each Indemnifying Party, in lieu of
    indemnifying such Indemnified Party, shall contribute to the amount paid or
    payable by such Indemnified Party as a result of such Losses, in such
    proportion as is appropriate to reflect the relative fault of the
    Indemnifying Party and Indemnified Party in connection with the actions,
    statements or omissions that resulted in such Losses as well as any other
    relevant equitable considerations. The relative fault of such Indemnifying
    Party and Indemnified Party shall be determined by reference to, among other
    things, whether any action in question, including any untrue or alleged
    untrue statement of a material fact or omission or alleged omission of a
    material fact, has been taken or made by, or relates to information supplied
    by, such Indemnifying Party or Indemnified Party, and the parties' relative
    intent, knowledge, access to information and opportunity to correct or
    prevent such action, statement or omission. The amount paid or payable by a
    party as a result of any Losses shall be deemed to include, subject to the
    limitations set forth in Section 5(c), any reasonable attorneys' or other
    reasonable fees or expenses incurred by such party in connection with any
    Proceeding to the extent such party would have been indemnified for such
    fees or expenses if the indemnification provided for in this Section was
    available to such party in accordance with its terms.

                            The parties hereto agree that it would not be just and
    equitable if contribution pursuant to this Section 5(d) were determined by
    pro rata allocation or by any other method of allocation that does not take
    into account the equitable considerations referred to in the immediately
    preceding paragraph. Notwithstanding the provisions of this Section 5(d), no
    Holder shall be required to contribute, in the aggregate, any amount in
    excess of the amount by which the proceeds actually received by such Holder
    from the sale of the Registrable Securities subject to the Proceeding
    exceeds the amount of any damages that such Holder has otherwise been
    required to pay by reason of such untrue or 



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alleged untrue statement or omission or alleged omission,
    except in the case of fraud by such Holder. The indemnity and contribution
    agreements contained in this Section are in addition to any liability that
    the Indemnifying Parties may have to the Indemnified Parties.



                6.    
Miscellaneous



    
                            (a)     Remedies. In the event of a breach by the
    Company or by a Holder, of any of their obligations under this Agreement,
    each Holder or the Company, as the case may be, in addition to being
    entitled to exercise all rights granted by law and under this Agreement,
    including recovery of damages, will be entitled to specific performance of
    its rights under this Agreement. The Company and each Holder agree that
    monetary damages would not provide adequate compensation for any losses
    incurred by reason of a breach by it of any of the provisions of this
    Agreement and hereby further agrees that, in the event of any action for
    specific performance in respect of such breach, it shall waive the defense
    that a remedy at law would be adequate.

                            (b)     No Piggyback on Registrations. Except as set
    forth on Schedule 6(b), neither the Company nor any of its security holders
    (other than the Holders in such capacity pursuant hereto) may include
    securities of the Company in a Registration Statement other than the
    Registrable Securities, and the Company shall not after the date hereof
    enter into any agreement providing any such right to any of its security
    holders. Except as set forth in the SEC Reports, no Person has any right to
    cause the Company to effect the registration under the Securities Act of any
    securities of the Company. The Company shall not file any other registration
    statement until after the Effective Date.

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

                            (d)     Discontinued Disposition. Each Holder agrees
    by its acquisition of such Registrable Securities that, upon receipt of a
    notice from the Company of the occurrence of any event of the kind described
    in Section 3(c), such Holder will forthwith discontinue disposition of such
    Registrable Securities under the Registration Statement until such Holder's
    receipt of the copies of the supplemented Prospectus and/or amended
    Registration Statement or until it is advised in writing (the "Advice")
    by the Company that the use of the applicable Prospectus may be resumed,
    and, in either case, has received copies of any additional or supplemental
    filings that are incorporated or deemed to be incorporated by reference in
    such Prospectus or Registration Statement. The Company may provide
    appropriate stop orders to enforce the provisions of this paragraph.

                            (e)     Piggy-Back Registrations. If at any time
    during the Effectiveness Period there is not an effective Registration
    Statement covering all of the Registrable Securities and the Company shall
    determine to prepare and file with the Commission a registration statement
    relating to an offering for its own account or the account of others under
    the Securities Act of any of its equity securities, other than on Form S-4
    or Form S-8 (each as  

    10

    
    
promulgated under the Securities Act) or their then
    equivalents relating to equity securities to be issued solely in connection
    with any acquisition of any entity or business or equity securities issuable
    in connection with the stock option or other employee benefit plans, then
    the Company shall send to each Holder a written notice of such determination
    and, if within fifteen days after the date of such notice, any such Holder
    shall so request in writing, the Company shall include in such registration
    statement all or any part of such Registrable Securities such Holder
    requests to be registered, subject to customary underwriter cutbacks
    applicable to all holders of registration rights.

                            (f)     Amendments and Waivers. The provisions of this
    Agreement, including the provisions of this sentence, may not be amended,
    modified or supplemented, and waivers or consents to departures from the
    provisions hereof may not be given, unless the same shall be in writing and
    signed by the Company and each Holder of the then outstanding Registrable
    Securities.

    
                            (g)     Notices. Any and all notices or other
    communications or deliveries required or permitted to be provided hereunder
    shall be in writing and shall be deemed given and effective on the earliest
    of (i) the date of transmission, if such notice or communication is
    delivered via facsimile at the facsimile number provided for below prior to
    6:30 p.m. (New York City time) on a Trading Day, (ii) the Trading Day after
    the date of transmission, if such notice or communication is delivered via
    facsimile at the facsimile number provided for below later than 6:30 p.m.
    (New York City time) on any date and earlier than 11:59 p.m. (New York City
    time) on such date, (iii) the Trading Day following the date of mailing, if
    sent by nationally recognized overnight courier service, or (iv) upon actual
    receipt by the party to whom such notice is required to be given. The
    address for such notices and communications shall be delivered and addressed
    as set forth in the Purchase Agreement

                            (h)     Successors and Assigns. This Agreement shall
    inure to the benefit of and be binding upon the successors and permitted
    assigns of each of the parties and shall inure to the benefit of each
    Holder. Each Holder may assign their respective rights hereunder in the
    manner and to the Persons as permitted under the Purchase Agreement.

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

                            (j)     Governing Law.
    All questions concerning the construction, validity, enforcement and
    interpretation of this Agreement shall be governed by and construed and
    enforced in accordance with the internal laws of the State of New York,
    without regard to the principles of conflicts of law thereof. Each party
    agrees that all legal proceedings concerning the interpretations,
    enforcement and defense of the transactions contemplated by this Agreement
    (whether brought against a party hereto or its respective affiliates, 

    11

    
    
directors, officers, shareholders, employees or agents)
    shall be commenced exclusively in the state and federal courts sitting in
    the City of New York, New York. Each party hereto hereby irrevocably submits
    to the exclusive jurisdiction of the state and federal courts sitting in the
    City of New York, New York for the adjudication of any dispute hereunder or
    in connection herewith or with any transaction contemplated hereby or
    discussed herein (including with respect to the enforcement of the any of
    this Agreement), 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 improper. Each party hereto hereby irrevocably waives personal service of
    process and consents to process being served in any such suit, action or
    proceeding by delivering a copy thereof via overnight delivery (with
    evidence of delivery) to such party at the address in effect for 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. Each party hereto hereby irrevocably waives, to the
    fullest extent permitted by applicable law, any and all right to trial by
    jury in any legal proceeding arising out of or relating to this Agreement or
    the transactions contemplated hereby. If either party shall commence an
    action or proceeding to enforce any provisions of this Agreement, then the
    prevailing party in such action or proceeding shall be reimbursed by the
    other party for its attorneys fees and other costs and expenses incurred
    with the investigation, preparation and prosecution of such action or
    proceeding.

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

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

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

                            (n)     Independent Nature of Purchasers' Obligations and
    Rights. The obligations of each Purchaser hereunder is several and not
    joint with the obligations of any other Purchaser hereunder, and no
    Purchaser shall be responsible in any way for the performance of the
    obligations of any other Purchaser hereunder. Nothing contained herein or in
    any other agreement or document delivered at any closing, and no action
    taken by any Purchaser pursuant hereto or thereto, shall be deemed to
    constitute the Purchasers as a partnership, an association, a joint venture
    or any other kind of entity, or create a presumption that the Purchasers are
    in any way acting in concert with respect to



    12




    
such obligations or the transactions contemplated by this
    Agreement. Each Purchaser shall be entitled to protect and enforce its
    rights, including without limitation the rights arising out of this
    Agreement, and it shall not be necessary for any other Purchaser to be
    joined as an additional party in any proceeding for such purpose.



    13







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











                    	 	










                    
                        DDS TECHNOLOGIES USA, INC.
	 	By: /s/ Joseph Fasciglione
	 	 	Name: Joseph Fasciglione

                        Title: Chief Financial Officer
	 	
                        

                        






                
                
	 	
                




                
                Worthington Growth L.P.
                
    

                	 
	 	
                




                By:/s/ Clifford W. Henry
                
                
    

                	 
	 	
                




                Name: Clifford W. Henry

                	 
	 	
                




                Title: General Partner
                
    

                	 
	 	
                




                
                
                CD Investment Partners Ltd.
                
    

                	 
	 	
                




                By:/s/ John Ziegelman

                	 
	 	
                




                Name: John Ziegelman

                	 
	 	
                




                Title: Director

                	 
	 	
                




                
                
                EDJ Limited
                
    

                	 
	 	
                




                By: /s/ Jeffrey H. Porter

                	 
	 	
                




                Name: Jeffrey H. Porter

                	 
	 	
                




                Title: Trading Advisor







    	 
	 	






    







                	 
	 	
                




                






                
                Porter Partners, L.P. 
                
                

                	 
	 	
                




                By: /s/ Jeffrey H. Porter

                	 
	 	
                




                Name: Jeffrey H. Porter

                	 
	 	
                




                Title: Partner

                	 
	 	
                




                
                
                Nob Hill Capital Partners, L.P.
                
    

                	 
	 	
                




                By: /s/ Steve Mittel

                	 
	 	
                




                Name: Steve Mittel

                	 
	 	
                




                Title: General Partner
                
    







    	 
	 	






    







                	 
	 	
                




                






                
                Adams Select Fund Choice Investment Management
                
    

                	 
	 	
                




                By: /s/ Jamie Cornelsehn

                	 
	 	
                




                Name: Jamie Cornelsehn

                	 
	 	
                




                Title: CEO

                	 
	 	
                




                
                
                Omicron Capital
                
    

                	 
	 	
                




                By: /s/ Bruce Bernstein

                	 
	 	
                




                Name: Bruce Bernstein

                	 
	 	
                




                Title:
                
    

                	 
	 	
                 	 
	 	
                By: /s/ Paul J. Duggan	 
	 	
                Name: Paul J. Duggan	 


                
                










15












ANNEX A


Plan of Distribution


                The Selling Stockholders and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of Common Stock on any stock exchange, market or trading facility on which the
shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. The Selling Stockholders may use any one or more of the
following methods when selling shares:





                        •        ordinary brokerage transactions and transactions in which the
        broker-dealer solicits purchasers;

                        •        block trades in which the broker-dealer will attempt to sell the
        shares as agent but may position and resell a portion of the block as
        principal to facilitate the transaction;

                        •        purchases by a broker-dealer as principal and resale by the
        broker-dealer for its account;

                        •        an exchange distribution in accordance with the rules of the
        applicable exchange;

                        •        privately negotiated transactions;

                        •        settlement of short sales;

                        •        broker-dealers may agree with the Selling Stockholders to sell a
        specified number of such shares at a stipulated price per share;

                        •        a combination of any such methods of sale; and

                        •        any other method permitted pursuant to applicable law.





                The Selling Stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

                Broker-dealers engaged by the Selling Stockholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholders (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The Selling Stockholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.

                The Selling Stockholders may from time to time pledge or grant a security
interest in some or all of the shares of common stock owned by them and, if they
default in the performance of their secured obligations, the pledgees or secured
parties may offer and sell the shares of common stock from time to time under
this prospectus, or under an amendment to this prospectus under Rule 424(b)(3)
or other applicable provision of the Securities Act of 1933

16



amending the list of
Selling Stockholders to include the pledgee, transferee or other successors in
interest as Selling Stockholders under this prospectus.

                The Selling Stockholders and any broker-dealers or agents that are involved
in selling the shares may be deemed to be "underwriters" within the meaning of
the Securities Act in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. The Selling Stockholders have informed the
Company that it does not have any agreement or understanding, directly or
indirectly, with any person to distribute the Common Stock.

                The Company is required to pay all fees and expenses incident to the
registration of the shares. The Company has agreed to indemnify the Selling
Stockholders against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act. 


17