REGISTRATION
      RIGHTS AGREEMENT

    


    THIS
      REGISTRATION RIGHTS AGREEMENT (this
      “Agreement”) is made and entered into by and between Infobionics, Incorporated,
      a Minnesota corporation, having an office at 756
      Goodrich Avenue, St. Paul, MN 55105 (the
      “Company”) and ___________ (the “Holder”), an individual whose address is
      __________________________________________________.

    


    WHEREAS,
      Holder
      is the owner of units of the Company’s securities (the “Units”), each Unit
      consisting of four (4) shares of common stock (the “Shares”), two (2) callable
      common stock purchase warrants and two (2) non-callable common stock purchase
      warrants. The callable and non-callable warrants are sometimes collectively
      referred to herein as the “Warrants;”

    


    WHEREAS,
      in
      accordance with the terms of the Securities Purchase Agreement pursuant to
      which
      the Holder acquired the Units, the Company has granted to Holder registration
      rights for the Shares and the shares issuable upon exercise of the Warrants
      (the
“Warrant Shares”);

    


    WHEREAS,
      this
      Agreement sets for the specific terms and conditions of those registration
      rights;

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual promises, representations, warranties, covenants
      and
      conditions set forth in this Agreement, the parties agree as
      follows:

    


    1.
       Registration.

     

    (A)  (i)
      Mandatory
      Registration. The
      Company shall prepare and file with the Securities and Exchange Commission
      (the
“Commission”)
      within
      six (6) months after the date on which a minimum of $4,000,000 has been raised
      (the “Filing
      Date”)
      by the
      Company in connection with that certain offering described in the Company’s
      Confidential Offering Memorandum, dated as of October 10, 2006 and as amended
      in
      Amendment No. 1 to the Memorandum dated May 1, 2007 (“Amendment No. 1”),
      Amendment No. 2 to the Memorandum dated October 1, 2007 (“Amendment No. 2”) and
      Amendment No. 3 to the Memorandum dated November 1, 2007 which incorporates
      the
      information presented in Amendment No. 1 and Amendment No. 2 (the “Memorandum”),
      a Resale Registration Statement on Form SB-2 (or, if Form SB-2 is not then
      available, on such form of Registration Statement as is then available to effect
      a registration of the Registrable Securities, subject to the consent of the
      Holders, which consent will not be unreasonably withheld), which Resale
      Registration Statement, to the extent allowable under the Securities Act of
      1933, as amended (the “1933 Act”) and the rules and regulations promulgated
      thereunder (including Rule 415), shall register the Shares,
      the Warrant Shares, any shares issued to Mercer Capital, Ltd. (the “Placement
      Agent”) and any shares that are issuable to the Placement Agent upon exercise
      the of Placement Warrants (the Shares, Warrant Shares and any shares issuable
      to
      the Placement Agent upon exercise of the Placement Warrants are hereinafter
      collectively referred to as the “Registrable Securities”) and
      such
      Resale Registration Statement shall state that it also covers such indeterminate
      number of additional shares of the Company’s common stock as may become issuable
      upon the issuance of additional Units prior to the filing of the Resale
      Registration Statement .

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (ii)
       Reduction
      in Exercise Price of the Warrants.
      The
      Company and the Purchasers agree that the Holders will suffer damages if the
      Resale Registration Statement is not filed on or prior to the Filing Date and
      not declared effective by the Commission within six (6) months after the Resale
      Registration Statement is filed (the “Effective Date”) or maintained in the
      manner contemplated herein. The Company and the Holders further agree that
      it
      would not be feasible to ascertain the extent of such damages with precision.
      Accordingly, (i) if the Resale Registration Statement is not filed by the Filing
      Date, then the exercise price of the Callable Warrants and Non-Callable Warrants
      shall be reduced by 25% and thereafter, 25% for each 30 day period or part
      thereof that the Resale Registration Statement is not filed. For example, if
      the
      Resale Registration Statement is not filed by the filing date, the exercise
      price of the Callable Warrants and Non-Callable Warrants shall be reduced to
      $1.50 and $3.00 respectively. If the Registration Statement is not filed within
      the first 30 day period, then the exercise price of the Callable Warrants and
      Non Callable Warrants shall be reduced by an additional 25% to $1.12 and $2.25
      respectively; and (ii) if after the Resale Registration Statement is filed,
      the
      Resale Registration Statement is not declared effective by the Effective Date,
      the exercise price of the Warrants, as may have been adjusted by this Section
      1(A)(ii), shall be reduced by an additional 25% for each 30 day period or part
      thereof that the Resale Registration Statement is not declared effective by
      the
      SEC. The reduction in the exercise price of the Warrants shall be in accordance
      with this Section 1(A)(ii) be as partial relief for the damages to the
      Purchasers by reason of any such delay in their ability to sell the Registrable
      Securities (which remedy shall not be exclusive of any other remedies available
      at law or in equity).

    


    Anything
      to the contrary in this Section 1(A)(ii) notwithstanding, the reduction in
      the
      exercise price of the Warrants shall equally apply to the Placement
      Warrants.

    


    (iii)
      Waiver
      of Penalty Provisions. Holder
      hereby acknowledges that it has granted to the Placement Agent the right in
      the
      Securities Purchase Agreement to make good faith determinations that the Company
      is working in a timely fashion to file the Resale Registration Statement with
      the Commission and to cause the Resale Registration Statement to become
      effective such that the Resale Registration Statement is filed by the Filing
      Date and is declared effective by the Effective Date. Upon such good faith
      determination(s) by the Placement Agent that the Company has acted in a timely
      fashion, the Placement Agent shall waive the penalty provisions relating to
      the
      exercise price of the Warrants, and upon such waiver those penalty provisions
      shall not apply.  The Placement Agent shall make such determination(s) at
      each time that the penalty provisions otherwise would apply, as applicable.
      The
      Placement Agent shall advise the Company and Holders in writing of its good
      faith determination(s) no later than the date(s) on which the penalty provisions
      otherwise first would apply. 

     

    
      
         

      

      
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    B.
      (i)
Piggyback
      Registration.
      If at
      any time or from time to time the Company shall determine to register under
      the
      1933 Act any of its securities, other than on Form S-4 or Form S-8 or their
      then
      equivalents, and providing that the Registrable Securities have not been
      registered pursuant to the Mandatory Registration requirements of Section
      1(A)(i) hereof, the Company will:

    


    (a) give
      to
      Holder written notice thereof at least thirty (30) days prior to filing any
      such
      registration statement; and

    


    (b) subject
      to Section 1(b) below, include in such registration (and any related
      qualification under blue sky laws or other compliance) and in any underwriting
      involved therein, the Shares and Warrant Shares (collectively, the “Registrable
      Securities”) requested by Holder to be included therein pursuant to a written
      notice delivered by Holder to the Company within twenty (20) days after receipt
      by Holder of the written notice referred to in clause (i) above. The term
      Registrable Securities shall also mean (i) any common shares or other securities
      of the Company issued or issuable with respect to, or in exchange for or in
      replacement of the Shares or Warrant Shares and such additional or lesser amount
      of shares upon any stock split, stock dividend, recapitalization, or similar
      event; provided, however, that, notwithstanding any other provision in this
      Section 1 or elsewhere in this Agreement, the Shares or the Warrant Shares
      shall
      only be treated as Registrable Securities for the purposes of this Section
      1 to
      the extent that they have not been, and may not be, sold pursuant to Rule 144
      under the Securities Act.

    


    (iii) Underwriting.
      If the
      registration is for a registered public offering involving an underwriting,
      the
      Company shall so advise Holder as a part of the written notice given pursuant
      to
      Section 1(a) hereof. In such event, the right of Holder to registration pursuant
      to this Agreement shall not be conditioned upon Holder’s participation in such
      underwriting and the inclusion of Registrable Securities in the underwriting.
      If
      Holder proposes to distribute Registrable Securities through such underwriting,
      Holder shall (together with the Company) enter into an underwriting agreement
      in
      customary form with the managing underwriter selected for such underwriting
      by
      the Company. Notwithstanding any other provision of this Agreement, if the
      managing underwriter determines that marketing factors require a limitation
      of
      the number of shares to be underwritten, the managing underwriter may totally
      eliminate or partially limit the Registrable Securities and other securities
      to
      be distributed through such underwriting, for the account of Holder; provided,
      that in such event, the registration statement shall not be deemed a
      registration for purposes of Section 1(d) hereof.   

    


    (iv) Right
      to Terminate Registration.
      The
      Company shall have the right to terminate or withdraw any registration initiated
      by it under this Agreement prior to the effectiveness of such registration.
      Any
      registration terminated or withdrawn prior to the effectiveness of such
      registration shall not be deemed a Registration for purposes of Section 1(d)
      hereof. The Registration Expenses of such withdrawn registration shall be borne
      by the Company in accordance with Section 2 hereof. 

     

    
      
         

      

      
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    (v) Number
      of Registrations.
      The
      Company is obligated to effect only one (1) registration pursuant to this
      Agreement.  

    


    2. Expenses
      of Registration.
      All
      Registration Expenses incurred in connection with registration pursuant to
      Section 1 shall be borne by the Company. "Registration Expenses" shall mean
      all
      expenses, except underwriters or placement agent’s fees or discounts and except
      as otherwise stated below, incurred by the Company in complying with this
      Agreement, including, all registration, qualification and filing fees, printing
      expenses, escrow fees, fees and disbursements of counsel for the Company, blue
      sky fees and expenses, fees to issue the Shares and Warrant Shares and the
      expense of any special audits incident to or required by any such
      registration.

    


    3 Registration
      Procedures. In
      the
      case of a registration effected by the Company pursuant to this Agreement,
      the
      Company will keep Holder advised in writing as to the initiation of the
      registration and as to the completion thereof. At its expense, the Company
      will:

    


    (a) Prepare
      and file with the Securities and Exchange Commission (the “SEC”) a registration
      statement with respect to such securities and use its best efforts to cause
      such
      registration statement to become and remain effective until the distribution
      described in the registration statement has been completed; 

    


    (b) Prepare
      and file with the SEC during the period specified in Section 3(a) such
      amendments and supplements to such registration statement and the prospectus
      used in connection with such registration statement as may be necessary to
      comply with the provisions of the Securities Act with respect to the disposition
      of all securities covered by such registration statement; and

    


    (c) Furnish
      to Holder and to the underwriters of the securities being registered such
      reasonable number of copies of the registration statement, preliminary
      prospectus, final prospectus and such other documents as Holder and such
      underwriters may reasonably request in order to facilitate the public offering
      of such securities;

     

    4. Non-Transferable
      Registration Rights.
      The
      rights to cause the Company to register securities granted Holder under this
      Agreement may not be assigned. 

    


    5. Indemnification
      for Registration.

     

    
      
         

      

      
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    (a) Holder
      shall indemnify and hold harmless the Company, each of its directors and
      officers, each underwriter, if any, of the Company’s securities covered by such
      a registration statement, each person who controls the Company or such
      underwriter within the meaning of Section 15 of the Securities Act, against
      all
      claims, losses, damages and liabilities (or actions in respect thereof),
      including any reasonable investigation, legal and other expenses incurred in
      connection with, and any amounts paid in settlement of, any action, suit or
      preceding or any claim asserted, arising out of or based on any untrue statement
      (or alleged untrue statement) of a material fact contained in any such
      registration statement, prospectus, offering circular or other document, or
      any
      omission (or alleged omission) to state therein a material fact required to
      be
      stated therein or necessary to make the statements therein not misleading,
      and
      will reimburse the Company and such directors, officers, underwriters or control
      persons for any legal or any other expenses reasonably incurred in connection
      with investigating or defending any such claim, loss, damage, liability or
      action, in each case to the extent, but only to the extent, that such untrue
      statement (or alleged untrue statement) or omission (or alleged omission) is
      made in such registration statement, prospectus, offering circular or other
      document in reliance upon and in conformity with written information furnished
      to the Company by Holder for purposes of including therein. Notwithstanding
      the
      foregoing, the liability of Holder under this subsection (a) shall be limited
      to
      the lesser of (i) the proportion that the public offering price of shares sold
      by Holder under such registration statement bears to the total public offering
      price of all securities sold thereunder, but not to exceed the net proceeds
      received by Holder for the sale of Registrable Securities covered by such
      registration statement and (ii) the amount of any damages which Holder would
      have otherwise been required to pay by reason of such untrue or alleged untrue
      statement or omission or alleged omission. Notwithstanding the foregoing, any
      party guilty of fraudulent misrepresentation (within the meaning of Section
      11(f) of the Securities Act), shall not be entitled to contribution from any
      person who is not guilty of such fraudulent misrepresentation and the limitation
      set forth in the immediately preceding sentence shall not apply.    

    


    (b) In
      connection with each registration statement relating to disposition of
      Registrable Securities, the Company shall indemnify and hold harmless each
      Holder and each underwriter of Registrable Securities and each person, as that
      term is defined in the Act, if any, who controls such Holder or underwriter
      (within the meaning of Section 15 of the Act or Section 20 of the Securities
      and
      Exchange Act of 1934, as amended (the “Exchange Act”) against any and all
      losses, claims, damages and liabilities, joint or several (including any
      reasonable investigation, legal and other expenses incurred in connection with,
      and any amount paid in settlement of, any action, suit or proceeding or any
      claim asserted), to which they, or any of them, may become subject under the
      Act, the Exchange Act or other Federal or state law or regulation, at common
      law
      or otherwise, insofar as such losses, claims, damages or liabilities arise
      out
      of or are based upon any untrue statement or alleged untrue statement of a
      material fact contained in any registration statement, prospectus or preliminary
      prospectus or any amendment thereof or supplement thereto, or arise out of
      or
      are based upon any omission or alleged omission to state therein a material
      fact
      required to be stated therein or necessary to make the statements therein not
      misleading; provided, however, that such indemnity shall not inure to the
      benefit of any Holder or underwriter (or any person controlling such Holder
      or
      underwriter within the meaning of Section 15 of the Act or Section 20 of the
      Exchange Act) on account of any losses, claims, damages or liabilities arising
      from the sale of the Registrable Securities if such untrue statement or omission
      was made in such registration statement, prospectus or preliminary prospectus,
      or such amendment or supplement, in reliance upon and in conformity with
      information furnished in writing to the Company by such Holder or underwriter
      for purposes of including therein. The Company shall also indemnify selling
      brokers, dealer managers and similar securities industry professionals
      participating in the distribution, their officers and directors and each person
      who controls such person (within the meaning of Section 15 of the Act or Section
      20 of the Exchange Act) to the same extent as provided above with respect to
      the
      indemnification of the Holders of Registrable Securities, if requested. The
      indemnity provisions set forth herein shall be in addition to any liability
      which the Company may otherwise have.

     

    
      
         

      

      
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    (c) Any
      party
      that proposes to assert the right to be indemnified hereunder will, promptly
      after receipt of notice of commencement of any action, suit or proceeding
      against such party in respect of which a claim is to be made against an
      indemnifying party or parties under this Section, notify each such indemnifying
      party of the commencement of such action, suit or proceeding, enclosing a copy
      of all papers served. No indemnification provided for in Section 5(a) or 5(b)
      shall be available to any party who shall fail to give notice as provided in
      this Section 5(c) if the party to whom notice was not given was unaware of
      the
      proceeding to which such notice would have related and was prejudiced by the
      failure to give such notice, but the omission so to notify such indemnifying
      party of any such action, suit or proceeding shall not relieve it from any
      liability that it may have to any indemnified party for contribution otherwise
      than under this Section. In case any such action, suit or proceeding shall
      be
      brought against any indemnified party and it shall notify the indemnifying
      party
      of the commencement thereof, the indemnifying party shall be entitled to
      participate in, and, to the extent that it shall wish, jointly with any other
      indemnifying party similarly notified, to assume the defense thereof, with
      counsel reasonably satisfactory to such indemnified party, and after notice
      from
      the indemnifying party to such indemnified party of its election so to assume
      the defense thereof and the approval by the indemnified party of such counsel,
      the indemnifying party shall not be liable to such indemnified party for any
      legal or other expenses, except as provided below. The indemnified party shall
      have the right to employ its counsel in any such action, but the fees and
      expenses of such counsel shall be at the expense of such indemnified party
      unless (i) the employment of counsel by such indemnified party has been
      authorized in writing by the indemnifying parties, (ii) it shall have been
      reasonably concluded that there may be a conflict of interest between the
      indemnifying parties and the indemnified party in the conduct of the defense
      of
      such action (in which case the indemnifying parties shall not have the right
      to
      direct the defense of such action on behalf of the indemnified party; it being
      understood, however, that the Company shall not be liable for the fees and
      expenses of more than one separate counsel representing the indemnified parties)
      or (iii) the indemnifying parties shall not have employed counsel to assume
      the
      defense of such action within a reasonable time after notice of the commencement
      thereof, in each of which cases the reasonable fees and expenses of counsel
      shall be at the expense of the indemnifying parties. An indemnified party shall
      not be liable for any settlement of any action, suit, proceeding or claim
      effected without its written consent.

     

    
      
         

      

      
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    (d) In
      connection with each registration statement relating to the disposition of
      Registrable Securities, if the indemnification provided for in subsection (a)
      or
      (b) of this Section 5.3 is unavailable to an indemnified party thereunder in
      respect to any losses, claims, damages or liabilities referred to therein,
      then
      the indemnifying party shall contribute to the amount paid or payable by such
      indemnified party as a result of the losses, claims, damages or liabilities
      referred to in subsections (a) or (b) of this Section 5.3 in such proportion
      as
      is appropriate to reflect the relative fault of the indemnifying party on the
      one hand and of the indemnified party on the other in connection with the
      statements or omissions that resulted in such losses, claims, damages or
      liabilities, or actions in respect thereof, as well as any other relevant
      equitable considerations. Relative fault shall be determined by reference to,
      among other things, whether the untrue or alleged untrue statement of a material
      fact or the omission or alleged omission to state a material fact relates to
      information supplied by the indemnifying party or the indemnified party and
      the
      parties' relative intent, knowledge, access to information and opportunity
      to
      correct or prevent such untrue statement or omission.

    


    (e) Notwithstanding
      the foregoing, to the extent that the provisions on indemnification and
      contribution contained in the underwriting agreement (if any) entered into
      in
      connection with an underwritten public offering of the Registrable Securities
      are in conflict with the foregoing provisions, the provisions in such
      underwriting agreement shall control.

    


    6. Information
      by Holder. Holder
      shall furnish to the Company such information regarding Holder, the Registrable
      Securities held by him and the distribution proposed by Holder in connection
      with an underwriting (if any) as the Company may reasonably request in writing
      and as shall be required in connection with any registration, qualification
      or
      compliance in connection with a registration.

    


    7. Miscellaneous.

    


    (a)
       If
      one or
      more of the provisions contained herein shall for any reason be held to be
      invalid, illegal or unenforceable in any respect, such invalidity, illegality
      or
      unenforceability shall not affect any other provisions hereof, and this
      Agreement shall be construed as if such invalid, illegal or unenforceable
      provision had never been contained herein.

    


    (b) Waiver
      of
      any default shall not constitute waiver of any other or subsequent
      default.

    


    (c) Except
      as
      otherwise expressly set forth herein, any notice, request or other communication
      required or permitted hereunder shall be in writing and shall be deemed to
      have
      been duly given if personally delivered or mailed by registered or certified
      mail or by courier, to the respective addresses of the parties as first set
      forth above. Any party hereto may by notice so given change its address for
      future notice hereunder. Notice shall conclusively be deemed to have been given
      when personally delivered, or when deposited in the mail in the manner set
      forth
      above and shall be deemed to have been received when delivered.

     

    
      
         

      

      
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    (d) This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original, but all of which together shall constitute one and
      the
      same instrument.

     

    (e) No
      amendment to this Agreement will be valid or binding unless set forth in writing
      and duly executed by all of the parties hereto. No waiver of any breach of
      any
      provision of this Agreement will be effective or binding unless made in writing
      and signed by the party purporting to give the same and, unless otherwise
      provided in the written waiver, will be limited to the specific breach
      waived.

    


    (f) The
      division of this Agreement into Articles and Sections and the insertion of
      headings are for the convenience of reference only and will not affect the
      construction or interpretation of this Agreement.

    


    (g) This
      agreement shall be construed, enforced, and administered in accordance with
      the
      laws of the State of New York, under the jurisdiction of the State of New York,
      without giving effect to any provision thereof that would compel the application
      of the substantive laws of any other jurisdiction and without regard to the
      conflicts of law provisions. The parties consent to the jurisdiction of the
      federal and state courts located in the State of New York regarding all matters
      under this Agreement.

    


    (h)
      This
      Agreement constitutes the entire agreement between the parties with respect
      to
      the subject matter hereof and cancels and supersedes any prior understandings
      and agreements between the parties. There are no representations, warranties,
      forms, conditions, undertakings or collateral agreements, express, implied
      or
      statutory between the parties other than as expressly set forth in this
      Agreement.

    


    IN
      WITNESS WHEREOF,
      this
      Agreement has been executed as of the ____ day of _______, 2007.

    


    
      	 	By:	 	 
	 	
              
                
John
                Bjelland, President and CEO

            	 	
            
	 	 	 	 
	 	 	 	 
	 	
              
                
Signature
                of Holder

            	 	 
	 	 	 	 
	 	
              
                

              

              (Print
                Name of Holder)

            	 	 




    
      
         

      

      
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