REGISTRATION RIGHTS AGREEMENT

     This Registration  Rights Agreement (this  "Agreement") is made and entered
into as of March 7, 2008,  by and among Total  Luxury  Group,  Inc.,  an Indiana
corporation (the "Company"),  and the purchaser listed on Schedule I hereto (the
"Purchaser").

     This  Agreement  is being  entered  into  pursuant  to the  Stock  Purchase
Agreement  dated as of the date hereof among the Company and the Purchaser  (the
"Purchase Agreement").

     The Company and the Purchaser hereby agree as follows:

     1. Definitions.

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

     "Advice" shall have meaning set forth in Section 3(m).

     "Affiliate"  means,  with  respect to any  Person,  any other  Person  that
directly or indirectly controls or is controlled by or under common control with
such Person.  For the  purposes of this  definition,  "control,"  when used with
respect to any Person, means the possession, direct or indirect, of the power to
direct or cause the  direction  of the  management  and policies of such Person,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms of  "affiliated,"  "controlling"  and  "controlled"  have meanings
correlative to the foregoing.

     "Board" shall have meaning set forth in Section 3(n).

     "Business  Day"  means any day  except  Saturday,  Sunday and any day which
shall be a legal holiday or a day on which banking  institutions in the State of
New York generally are authorized or required by law or other government actions
to close.

     "Closing  Date" means the date of the closing of the  purchase  and sale of
the Shares as such term is defined in the Purchase Agreement.

     "Commission" means the Securities and Exchange Commission.


     "Common  Stock"  means the  Company's  Common  Stock,  par value $0.001 per
share.

     "Company" means Total Luxury Group, Inc., an Indiana corporation.


     "Conversion  Shares"  means  any  shares  of  Common  Stock  issuable  upon
conversion of the Note.

     "Counsel" means Gersten Savage LLP.

     "Effectiveness Date" means, subject to Section 2(b) hereof, with respect to
the Registration  Statement the earlier of (A) the one hundred twentieth (120th)
day  following  the  Filing  Date (or in the  event the  Registration  Statement
receives  a  "full  review"  by the  Commission  and/or  the  Company  uses  its
Extensions,  the one hundred eightieth (180th) day following the Filing Date) or




<PAGE>

(B) the date which is within three (3) Business Days after the date on which the
Commission  informs  the  Company  (i) that the  Commission  will not review the
Registration  Statement or (ii) that the Company may request the acceleration of
the effectiveness of the Registration Statement.

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

     "Event" shall have the meaning set forth in Section 7(e).

     "Event Date" shall have the meaning set forth in Section 7(e).

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Extensions" shall have the meaning set forth in Section 7(e).

     "Filing Date" means,  subject to Section 2(b) hereof,  the sixtieth  (60th)
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).

     "Notes" means the Senior Secured 9% Convertible  Promissory Notes issued to
the Purchaser pursuant to the Purchase Agreement.

     "Person"  means  an  individual  or  a  corporation,   partnership,  trust,
incorporated or  unincorporated  association,  joint venture,  limited liability
company, joint stock company,  government (or an agency or political subdivision
thereof) or other entity of any kind.

     "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  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 in such Prospectus.

     "Registrable Securities" means (i) the shares of Common Stock issuable upon
conversion of the Note and any interest and dividends accrued thereon;  and (ii)
the shares of Common Stock issuable upon exercise of the Warrants.  In the event
that the Company is not able to include all of the Registrable Securities in any
Registration  Statement (as defined below), such Registrable Securities shall be
registered  in  accordance  with the terms of this  Agreement  in the  following



                                       2
<PAGE>

order:  (y) shares of Common Stock issuable upon  conversion of the Note and any
interest  and  dividends  accrued  thereon;  and (z) the shares of Common  Stock
issuable upon exercise of the Warrants.

     "Registration   Statement"  means  the  registration   statements  and  any
additional registration statements contemplated by Section 2, including (in each
case) the Prospectus,  amendments and supplements to such registration statement
or  Prospectus,  including  pre- and  post-effective  amendments,  all  exhibits
thereto,  and all  material  incorporated  by  reference  in  such  registration
statement.

     "Rule 144" means Rule 144  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 158" means Rule 158  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 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.

     "Warrants"  means the Series A warrants to purchase  shares of Common Stock
issued to the Purchaser pursuant to the Purchase Agreement.

     "Warrant Shares" means any shares of Common Stock issuable upon exercise of
the Warrants.

     2. Resale Registration.

          (a) On or prior to the Filing Date, the Company shall prepare and file
     with the  Commission a "resale"  Registration  Statement  providing for the
     resale  of all  Registrable  Securities  for an  offering  to be  made on a
     continuous basis pursuant to Rule 415. The Registration  Statement shall be
     on Form S-1  (except if the Company is not then  eligible  to register  for
     resale  the  Registrable  Securities  on  Form  S-1,  in  which  case  such
     registration  shall be on another  appropriate form in accordance  herewith
     and  the  Securities  Act  and  the  rules  promulgated  thereunder).  Such
     Registration  Statement  shall  cover to the  extent  allowable  under  the
     Securities Act and the rules promulgated  thereunder  (including Rule 416),
     such  indeterminate  number of additional  shares of Common Stock resulting
     from stock splits,  stock dividends or similar transactions with respect to
     the Registrable Securities. The Company shall (i) not permit any securities
     other than the  Registrable  Securities to be included in the  Registration
     Statement  and (ii)  use  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 prior to
     the   Effectiveness   Date,  and  to  keep  such   Registration   Statement
     continuously  effective  under the Securities Act until such date as is the
     earlier  of (x) the date when all  Registrable  Securities  covered by such
     Registration  Statement  have  been  sold or (y)  the  date  on  which  the
     Registrable Securities may be sold without any restriction pursuant to Rule
     144 (the  "Effectiveness  Period").  The  Company  shall  request  that the
     effective time of the  Registration  Statement  shall be 5:00 p.m.  Eastern
     Time  on the  effective  date.  If at any  time  and  for  any  reason,  an



                                       3
<PAGE>

     additional  Registration  Statement is required to be filed because at such
     time the  actual  number of shares of Common  Stock  into which the Note is
     convertible and the Warrants are  exercisable  plus the number of shares of
     Common  Stock  held  by  the  Holders  exceeds  the  number  of  shares  of
     Registrable  Securities  remaining under the  Registration  Statement,  the
     Company  shall  have  twenty  (20)  Business  Days to file such  additional
     Registration  Statement,  and the Company shall use commercially reasonable
     efforts to cause such  additional  Registration  Statement  to be  declared
     effective by the Commission as soon as possible, but in no event later than
     sixty (60) days after filing.

          (b) Notwithstanding anything to the contrary set forth in this Section
     2, in the event the Commission  does not permit the Company to register all
     of the Registrable  Securities in the Registration Statement because of the
     Commission's  application  of Rule 415, the Company  shall  register in the
     Registration   Statement  such  number  of  Registrable  Securities  as  is
     permitted  by  the  Commission,  provided,  however,  that  the  number  of
     Registrable Securities to be included in such Registration Statement or any
     subsequent  registration  statement  shall be  determined  in the following
     order:  (i) first,  the shares of Common Stock issuable upon  conversion of
     the Note shall be registered,  and (ii) second,  the shares of Common Stock
     issuable upon exercise of the Warrants  shall be  registered.  In the event
     the  Commission  does  not  permit  the  Company  to  register  all  of the
     Registrable Securities in the initial Registration  Statement,  the Company
     shall use commercially  reasonable efforts to file subsequent  Registration
     Statements to register the Registrable  Securities that were not registered
     in the initial  Registration  Statement  as  promptly as possible  and in a
     manner  permitted by the  Commission.  For  purposes of this Section  2(b),
     "Filing Date" means with respect to each subsequent  Registration Statement
     filed pursuant hereto,  the later of (i) sixty (60) days following the sale
     of substantially all of the Registrable  Securities included in the initial
     Registration  Statement or any subsequent  Registration  Statement and (ii)
     six (6) months  following  the effective  date of the initial  Registration
     Statement or any subsequent Registration Statement, as applicable,  or such
     earlier date as permitted by the  Commission.  For purposes of this Section
     2(b),   "Effectiveness   Date"  means  with  respect  to  each   subsequent
     Registration  Statement  filed  pursuant  hereto,  the  earlier  of (A) the
     ninetieth  (90th)  day  following  the  filing  date of  such  Registration
     Statement  (or in the event such  Registration  Statement  receives a "full
     review" by the Commission,  the one hundred twentieth (120th) day following
     such filing date) or (B) the date which is within  three (3) Business  Days
     after the date on which the  Commission  informs  the  Company (i) that the
     Commission  will not review such  Registration  Statement  or (ii) that the
     Company  may  request  the  acceleration  of  the   effectiveness  of  such
     Registration Statement and the Company makes such request.

     3. Registration Procedures.

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

          (a)  Prepare and file with the  Commission,  on or prior to the Filing
     Date, a  Registration  Statement on Form S-1 (or if the Company is not then
     eligible to register for resale the Registrable Securities on Form S-1 such
     registration  shall be on another  appropriate form in accordance  herewith
     and the Securities Act and the rules promulgated  thereunder) in accordance
     with the plan of  distribution  as set  forth on  Exhibit  A hereto  and in
     accordance  with applicable  law, and cause the  Registration  Statement to
     become  effective  and  remain  effective  as  provided  herein;  provided,
     however,  that not less than five (5) Business  Days 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  and
     Counsel, copies of all such documents proposed to be filed, which documents
     will be subject to the review of such  Holders and such  Counsel,  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  Counsel,  to conduct a  reasonable  review of such
     documents.  The Company  shall not file the  Registration  Statement or any
     such  Prospectus  or any  amendments  or  supplements  thereto to which the



                                       4
<PAGE>

     Holders of a  majority  of the  Registrable  Securities  or  Counsel  shall
     reasonably  object  in  writing  within  three (3)  Business  Days of their
     receipt thereof.

          (b)  (i)  Prepare  and  file  with  the  Commission  such  amendments,
     including post-effective  amendments,  to the Registration Statement as may
     be necessary to keep the Registration  Statement  continuously effective as
     to the applicable  Registrable  Securities for the Effectiveness Period and
     prepare  and  file  with  the  Commission  such   additional   Registration
     Statements  as  necessary  in  order  to  register  for  resale  under  the
     Securities Act all of the  Registrable  Securities;  (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 (or any similar provisions then in force); (iii) respond as promptly as
     possible,  but in no  event  later  than  ten (10)  Business  Days,  to any
     comments  received  from the  Commission  with respect to the  Registration
     Statement or any amendment  thereto and as promptly as possible 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  Effectiveness  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  and  Counsel as
     promptly as possible (and, in the case of (i)(A) below, not less than three
     (3) Business Days prior to such filing,  and in the case of (iii) below, on
     the same day of receipt by the Company of such notice from the  Commission)
     and  confirm  such  notice in writing no later  than one (1)  Business  Day
     following the day (i)(A) when a Prospectus or any Prospectus  supplement or
     post-effective  amendment to the Registration  Statement is filed; (B) when
     the  Commission  notifies the Company  whether  there will be a "review" of
     such Registration Statement and whenever the Commission comments in writing
     on such  Registration  Statement  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  for  amendments  or  supplements  to  the
     Registration Statement or Prospectus or for additional  information;  (iii)
     of the  issuance  by  the  Commission  of any  stop  order  suspending  the
     effectiveness  of the  Registration  Statement  covering  any or all of the
     Registrable  Securities or the initiation or threatening of any Proceedings
     for  that  purpose;  (iv) if at any  time  any of the  representations  and
     warranties of the Company  contained in any agreement  contemplated  hereby
     ceases to be true and correct in all material respects;  (v) 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 (vi) of the occurrence of any event
     that makes 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 the light of the circumstances under which they
     were made, not misleading.  A form of written  confirmation from Counsel to
     the  Company  that  a  Registration   Statement  covering  resales  of  the
     Registrable  Securities  has been  declared  effective by the SEC under the
     1933 Act is attached hereto as Exhibit B.


          (d) Use commercially  reasonable efforts to avoid the issuance of, or,
     if issued, obtain the withdrawal of, as promptly as possible, (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.



                                       5
<PAGE>

          (e) If  requested  by the  Holders of a majority  in  interest  of the
     Registrable Securities, (i) promptly incorporate in a Prospectus supplement
     or post-effective  amendment to the Registration Statement such information
     as the Company  reasonably  agrees should be included therein and (ii) make
     all required filings of such Prospectus  supplement or such  post-effective
     amendment   as  soon  as   practicable   after  the  Company  has  received
     notification   of  the  matters  to  be  incorporated  in  such  Prospectus
     supplement or post-effective amendment.

          (f) If  requested  by any Holder,  furnish to such Holder and Counsel,
     without charge, at least one conformed copy of each Registration  Statement
     and each amendment thereto,  including financial  statements and schedules,
     all  documents  incorporated  or  deemed  to  be  incorporated  therein  by
     reference,  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.

          (g) Promptly  deliver to each Holder and Counsel,  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;  and subject to the  provisions  of Sections  3(m) and
     3(n),  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.

          (h)  Prior to any  public  offering  of  Registrable  Securities,  use
     commercially  reasonable  efforts to register or qualify or cooperate  with
     the selling  Holders and Counsel in  connection  with the  registration  or
     qualification  (or exemption from such  registration or  qualification)  of
     such Registrable Securities for offer and sale under the securities or Blue
     Sky laws of such  jurisdictions  within  the  United  States as any  Holder
     requests in writing,  to keep each such  registration or qualification  (or
     exemption  therefrom)  effective during the Effectiveness  Period and to do
     any and all other  acts or things  necessary  or  advisable  to enable  the
     disposition in such jurisdictions of the Registrable  Securities covered by
     a Registration Statement;  provided, however, that the Company shall not be
     required to qualify  generally to do business in any jurisdiction  where it
     is not then so  qualified  or to take any action  that would  subject it to
     general service of process in any such jurisdiction where it is not then so
     subject or subject the Company to any material tax in any such jurisdiction
     where it is not then so subject.

          (i) Cooperate  with the Holders to facilitate  the timely  preparation
     and delivery of certificates representing Registrable Securities to be sold
     pursuant to a Registration  Statement,  which  certificates,  to the extent
     permitted  by the  Purchase  Agreement  and  applicable  federal  and state
     securities  laws, shall be free of all restrictive  legends,  and to enable
     such Registrable  Securities to be in such  denominations and registered in
     such  names  as any  Holder  may  request  in  connection  with any sale of
     Registrable Securities.

          (j) Upon the occurrence of any event contemplated by Section 3(c)(vi),
     as promptly as 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 the light of the circumstances under which they
     were made, not misleading.

          (k) Use  commercially  reasonable  efforts  to cause  all  Registrable
     Securities relating to the Registration Statement to be listed or quoted on



                                       6
<PAGE>

     the OTC Bulletin Board or any other securities  exchange,  quotation system
     or market,  if any, on which similar  securities  issued by the Company are
     then  listed or  quoted,  as and when  required  pursuant  to the  Purchase
     Agreement.

          (l) Comply in all  material  respects  with all  applicable  rules and
     regulations of the Commission and make generally  available to its security
     holders  earning  statements  satisfying the provisions of Section 11(a) of
     the Securities Act and Rule 158 not later than 45 days after the end of any
     12-month  period (or 90 days after the end of any  12-month  period if such
     period is a fiscal  year)  commencing  on the first day of the first fiscal
     quarter  of the  Company  after  the  effective  date  of the  Registration
     Statement,  which statement shall conform to the  requirements of Rule 158.
     For the avoidance of doubt,  the filing and continued  availability  of the
     information  on the  EDGAR  electronic  filing  system  shall  satisfy  the
     requirements of this subsection (l).

          (m) The  Company  may require  each  selling  Holder to furnish to the
     Company  information  regarding  such Holder and the  distribution  of such
     Registrable  Securities  as is  required  by  law  to be  disclosed  in the
     Registration Statement, Prospectus, or any amendment or supplement thereto,
     and  the  Company  may  exclude  from  such  registration  the  Registrable
     Securities  of any such  Holder  who  unreasonably  fails to  furnish  such
     information within a reasonable time after receiving such request.

          If  the  Registration  Statement  refers  to any  Holder  by  name  or
     otherwise as the holder of any securities of the Company,  then such Holder
     shall have the right to require (if such  reference  to such Holder by name
     or otherwise is not required by the Securities  Act or any similar  federal
     statute then in force) the deletion of the  reference to such Holder in any
     amendment or supplement  to the  Registration  Statement  filed or prepared
     subsequent to the time that such reference is required.

          Each Holder covenants and agrees that it will not sell any Registrable
     Securities  under  the   Registration   Statement  until  the  Company  has
     electronically  filed the  Prospectus  as then amended or  supplemented  as
     contemplated  in  Section  3(g)  and  notice  from  the  Company  that  the
     Registration  Statement  and any  post-effective  amendments  thereto  have
     become effective as contemplated by Section 3(c).

          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)(ii),  3(c)(iii),  3(c)(iv),
     3(c)(v),   3(c)(vi)  or  3(n),  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  contemplated  by Section 3(j), 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.

          (n) If (i) there is  material  non-public  information  regarding  the
     Company which the  Company's  Board of Directors  (the "Board")  reasonably
     determines  not to be in the Company's  best interest to disclose and which
     the  Company  is not  otherwise  required  to  disclose,  (ii)  there  is a
     significant  business  opportunity  (including,  but not  limited  to,  the
     acquisition or disposition of assets (other than in the ordinary  course of
     business)  or any  merger,  consolidation,  tender  offer or other  similar
     transaction) available to the Company which the Board reasonably determines
     not to be in the Company's best interest to disclose,  or (iii) the Company
     is  required  to  file  a  post-effective  amendment  to  the  Registration
     Statement to  incorporate  the Company's  quarterly and annual  reports and
     audited  financial  statements on Forms 10-QSB and 10-KSB, or Form 10-Q and
     Form 10-K, as  applicable,  then the Company may postpone or suspend filing
     or  effectiveness  of a  registration  statement for a period not to exceed
     twenty (20) consecutive days; provided that the Company may not postpone or
     suspend  filing or  effectiveness  of a registration  statement  under this
     Section 3(n) for more than forty-five (45) days in the aggregate during any



                                       7
<PAGE>

     three  hundred  sixty (360) day  period;  provided,  however,  that no such
     postponement or suspension  shall be permitted for consecutive  twenty (20)
     day  periods  arising  out  of the  same  set of  facts,  circumstances  or
     transactions.

     4. Registration Expenses.

     All fees and expenses  incident to the  performance  of or compliance  with
this  Agreement  by the Company,  except as and to the extent  specified in this
Section  4,  shall be  borne  by the  Company  whether  or not the  Registration
Statement  is filed or becomes  effective  and  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 OTC
Bulletin Board and each other securities exchange or market on which Registrable
Securities are required  hereunder to be listed, (B) with respect to filing fees
required to be paid to the National Association of Securities Dealers,  Inc. and
the NASD Regulation, Inc. (including, without limitation,  pursuant to NASD Rule
2710) and (C) in compliance with state  securities or Blue Sky laws  (including,
without  limitation,  fees and  disbursements  of  counsel  for the  Holders  in
connection  with  Blue Sky  qualifications  of the  Registrable  Securities  and
determination  of the eligibility of the  Registrable  Securities for investment
under the laws of such jurisdictions as the Holders of a majority of Registrable
Securities  may  designate)),   (ii)  printing  expenses   (including,   without
limitation,  expenses of printing certificates for Registrable Securities and of
printing  prospectuses  if the  printing of  prospectuses  is  requested  by the
holders of a majority of the Registrable Securities included in the Registration
Statement),  (iii)  messenger,  telephone and delivery  expenses,  (iv) fees and
disbursements  of counsel  for the Company  and  Counsel  for the  Holders,  (v)
Securities Act liability insurance,  if the Company 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,  including,  without  limitation,  the Company's  independent  public
accountants  (including the expenses of any comfort letters or costs  associated
with the  delivery by  independent  public  accountants  of a comfort  letter or
comfort letters).  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,  the fees and  expenses
incurred in  connection  with the listing of the  Registrable  Securities on any
securities exchange as required hereunder.  The Company shall not be responsible
for any  discounts,  commissions,  transfer  taxes  or  other  similar  expenses
incurred  by the  Holders  in  connection  with  the  sale  of  the  Registrable
Securities.

     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, managers, partners, members, shareholders, agents,
     brokers  (including  brokers who offer and sell  Registrable  Securities as
     principal as a result of a pledge or any failure to perform  under a margin
     call of Common Stock),  investment  advisors 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, managers, partners, members, shareholders,  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, costs of preparation and
     attorneys'  fees)  and  expenses  (collectively,  "Losses"),  as  incurred,
     arising out of or relating to (i) any violation of securities  laws or (ii)
     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



                                       8
<PAGE>

     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 the light of the circumstances under which they were
     made) not misleading,  except to the extent,  but only to the extent,  that
     such untrue  statements  or  omissions  are based  solely upon  information
     regarding such Holder or such other  Indemnified Party furnished in writing
     to the Company by such Holder expressly for use therein,  which information
     was reasonably relied on by the Company for use therein.  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,  managers,
     partners,  members,  shareholders,  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,
     managers, partners, members,  shareholders,  officers, agents and employees
     of such controlling  Persons, to the fullest extent permitted by applicable
     law, from and against all Losses, as incurred, based solely upon 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
     based  solely  upon 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 the  light  of  the  circumstances  under  which  they  were  made)  not
     misleading,  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  expressly  for use therein and that
     such information was reasonably  relied upon by the Company for use therein
     and was reviewed and expressly approved in writing by such Holder expressly
     for use in the  Registration  Statement or such  Prospectus or such form of
     Prospectus or any amendment or supplement thereto. Notwithstanding anything
     to the contrary  contained  herein,  each Holder shall be liable under this
     Section  5(b) for only that  amount as does not exceed the net  proceeds to
     such Holder as a result of the sale of Registrable  Securities  pursuant to
     such Registration Statement.

          (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  promptly shall notify the
     Person from whom indemnity is sought (the "Indemnifying Party") in writing,
     and the Indemnifying Party shall be entitled 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  proximately  and  materially
     adversely 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;  or (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 any such 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  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  such  counsel  shall  be  at  the  expense  of  the



                                       9
<PAGE>

     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  or  delayed.   No
     Indemnifying  Party  shall,  without  the  prior  written  consent  of  the
     Indemnified  Party,  effect any  settlement  of any  pending or  threatened
     Proceeding  in  respect  of which  any  Indemnified  Party  is a party  and
     indemnity has been sought  hereunder,  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 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 (10) Business Days of written notice thereof to the Indemnifying  Party
     (regardless  of whether it is  ultimately  determined  that an  Indemnified
     Party is not  entitled  to  indemnification  hereunder;  provided  that the
     Indemnified  Party shall reimburse all such fees and expenses to the extent
     it is finally  judicially  determined  that such  Indemnified  Party is not
     entitled to indemnification hereunder).

          (d) Contribution. If a claim for indemnification under Section 5(a) or
     5(b) is due but unavailable to an Indemnified Party because of a failure or
     refusal of a  governmental  authority  to enforce such  indemnification  in
     accordance  with its terms (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  benefits  received by the Indemnifying  Party on the one hand
     and the Indemnified  Party on the other from the offering of the Shares, as
     such term is  defined  in the  Purchase  Agreement.  If,  but only if,  the
     allocation   provided  by  the  foregoing  sentence  is  not  permitted  by
     applicable  law,  the  allocation  of  contribution  shall  be made in such
     proportion  as is  appropriate  to reflect not only the  relative  benefits
     referred to in the  foregoing  sentence  but also the  relative  fault,  as
     applicable,  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.  In no event shall any selling  Holder be required to  contribute an
     amount under this  Section  5(d) in excess of the net proceeds  received by
     such Holder upon sale of such Holder's  Registrable  Securities pursuant to
     the Registration Statement giving rise to such contribution obligation.

          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.  No  Person  guilty of  fraudulent  misrepresentation
     (within  the  meaning  of  Section  11(f) of the  Securities  Act) shall be
     entitled  to  contribution  from  any  Person  who was not  guilty  of such
     fraudulent misrepresentation.

          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 pursuant to the law.

     6. Rule 144.



                                       10
<PAGE>

     Within ninety (90) days of the Closing Date, the Company  covenants to file
all reports  required to have been filed,  but were not so filed, by the Company
within the (12) twelve months prior to the date hereof pursuant to Section 13(a)
or 15(d) of the  Exchange  Act.  As long as any Holder  owns  Notes,  Conversion
Shares,  Warrants or Warrant  Shares,  the Company  covenants to timely file (or
obtain  extensions  in respect  thereof  and file  within the  applicable  grace
period)  all reports  required to be filed by the Company  after the date hereof
pursuant to Section  13(a) or 15(d) of the  Exchange  Act. As long as any Holder
owns Notes, Conversion Shares, Warrants or Warrant Shares, if the Company is not
required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act,
it will  prepare  and  furnish to the Holders  and make  publicly  available  in
accordance  with Rule 144(c)  promulgated  under the  Securities  Act annual and
quarterly financial statements,  together with a discussion and analysis of such
financial statements in form and substance  substantially  similar to those that
would otherwise be required to be included in reports  required by Section 13(a)
or 15(d) of the Exchange Act, as well as any other information required thereby,
in the time period that such filings  would have been required to have been made
under the Exchange  Act. The Company  further  covenants  that it will take such
further action as any Holder may reasonably request,  all to the extent required
from time to time to enable  such Person to sell  Conversion  Shares and Warrant
Shares  without  registration  under the Securities Act within the limitation of
the  exemptions  provided  by Rule 144  promulgated  under the  Securities  Act,
including  providing any legal  opinions  relating to such sale pursuant to Rule
144. Upon the request of any Holder,  the Company shall deliver to such Holder a
written certification of a duly authorized officer as to whether it has complied
with such requirements.

     7. Miscellaneous.

          (a) Remedies.  In the event of a breach by the Company or by a Holder,
     of any of their  obligations  under  this  Agreement,  such  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  Inconsistent  Agreements.  Neither  the Company nor any of its
     subsidiaries  has,  as of the date hereof  entered  into and  currently  in
     effect,  nor shall the Company or any of its subsidiaries,  on or after the
     date of this  Agreement,  enter  into any  agreement  with  respect  to its
     securities that is  inconsistent  with the rights granted to the Holders in
     this Agreement or otherwise conflicts with the provisions hereof. Except as
     disclosed  in the  Purchase  Agreement,  neither the Company nor any of its
     subsidiaries has previously entered into any agreement  currently in effect
     granting any  registration  rights with respect to any of its securities to
     any Person.  Without limiting the generality of the foregoing,  without the
     written  consent  of the  Holders  of a  majority  of the then  outstanding
     Registrable Securities, the Company shall not grant to any Person the right
     to request the Company to register any  securities of the Company under the
     Securities  Act unless the rights so granted are subject in all respects to
     the prior  rights in full of the  Holders  set  forth  herein,  and are not
     otherwise in conflict with the provisions of this Agreement.

          (c) No Piggy-Back on Registrations. Neither the Company nor any of its
     security  holders (other than the Holders in such capacity  pursuant hereto
     or as disclosed in the Purchase  Agreement)  may include  securities of the
     Company in the Registration Statement,  and the Company shall not after the
     date hereof  enter into any  agreement  providing  such right to any of its



                                       11
<PAGE>

     security holders, unless the right so granted is subject in all respects to
     the  prior  rights in full of the  Holders  set  forth  herein,  and is not
     otherwise in conflict with the provisions of this Agreement.

          (d)  Piggy-Back  Registrations.  If at any time  when  there is not an
     effective Registration Statement covering (i) the Conversion Shares or (ii)
     Warrant  Shares,  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 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 stock
     option or other  employee  benefit  plans,  the Company  shall send to each
     Holder of Registrable  Securities written notice of such determination and,
     if within  thirty (30) days after  receipt of such  notice,  or within such
     shorter  period of time as may be  specified by the Company in such written
     notice as may be necessary  for the Company to comply with its  obligations
     with  respect to the timing of the filing of such  registration  statement,
     any such Holder shall so request in writing  (which  request  shall specify
     the Registrable  Securities  intended to be disposed of by the Purchasers),
     the Company will cause the  registration  under the  Securities  Act of all
     Registrable  Securities which the Company has been so requested to register
     by the Holder,  to the extent  requisite to permit the  disposition  of the
     Registrable  Securities so to be  registered;  provided that if at any time
     after giving written notice of its intention to register any securities and
     prior  to  the  effective  date  of the  registration  statement  filed  in
     connection  with such  registration,  the Company  shall  determine for any
     reason not to register or to delay  registration  of such  securities,  the
     Company may, at its election,  give written notice of such determination to
     such  Holder  and,  thereupon,  (i) in the case of a  determination  not to
     register,  shall be relieved of its obligation to register any  Registrable
     Securities  in  connection  with  such   registration  (but  not  from  its
     obligation to pay expenses in accordance  with Section 4 hereof),  and (ii)
     in the case of a determination to delay registering,  shall be permitted to
     delay registering any Registrable  Securities being registered  pursuant to
     this  Section  7(d) for the same  period as the delay in  registering  such
     other securities.  The Company shall include in such registration statement
     all or any part of such  Registrable  Securities such Holder requests to be
     registered. In the case of an underwritten public offering, if the managing
     underwriter(s) or underwriter(s)  should reasonably object to the inclusion
     of the Registrable Securities in such registration  statement,  then if the
     Company after consultation with the managing  underwriter should reasonably
     determine  that  the  inclusion  of  such   Registrable   Securities  would
     materially adversely affect the offering  contemplated in such registration
     statement,  and based on such  determination  recommends  inclusion in such
     registration  statement of fewer or none of the  Registrable  Securities of
     the Holders,  then (x) the number of Registrable  Securities of the Holders
     included in such  registration  statement  shall be reduced  pro-rata among
     such Holders (based upon the number of Registrable  Securities requested to
     be included in the  registration),  if the Company after  consultation with
     the   underwriter(s)   recommends   the  inclusion  of  fewer   Registrable
     Securities,  or (y) none of the Registrable Securities of the Holders shall
     be  included  in  such  registration   statement,   if  the  Company  after
     consultation  with the  underwriter(s)  recommends the inclusion of none of
     such  Registrable  Securities;  provided,  however,  that if securities are
     being  offered for the account of other  persons or entities as well as the
     Company,  such  reduction  shall not  represent  a greater  fraction of the
     number of Registrable Securities intended to be offered by the Holders than
     the  fraction  of  similar  reductions  imposed  on such  other  persons or
     entities (other than the Company).

          (e)  Failure to File  Registration  Statement  and Other  Events.  The
     Company and the  Purchasers  agree that the Holders will suffer  damages if
     the Registration  Statement is not filed on or prior to the Filing Date and
     not declared  effective by the Commission on or prior to the  Effectiveness
     Date  and  maintained  in  the  manner   contemplated   herein  during  the
     Effectiveness  Period or if certain other events occur. The Company and the
     Holders further agree that it would not be feasible to ascertain the extent
     of such  damages  with  precision.  Accordingly,  if (A)  the  Registration
     Statement  is  not  filed  on or  prior  to the  Filing  Date,  or (B)  the
     Registration  Statement is not declared  effective by the  Commission on or



                                       12
<PAGE>

     prior to the Effectiveness  Date, or (C) the Company fails to file with the
     Commission  a  request  for   acceleration  in  accordance  with  Rule  461
     promulgated  under the Securities Act within three (3) Business 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 is not subject to further  review,  or (D) the  Registration
     Statement  is filed  with and  declared  effective  by the  Commission  but
     thereafter  ceases to be effective as to all Registrable  Securities at any
     time prior to the  expiration of the  Effectiveness  Period,  without being
     succeeded immediately by a subsequent Registration Statement filed with and
     declared  effective  by the  Commission  in  accordance  with  Section 2(a)
     hereof,  or (E) the Company has breached  Section  3(n), or (F) at any time
     subsequent to completion of the re-listing  process,  trading in the Common
     Stock shall be suspended,  or if the Common Stock is no longer quoted on or
     is delisted  from the OTC Bulletin  Board (or other  principal  exchange on
     which the Common  Stock is  traded)  for any reason for more than three (3)
     Business Days in the aggregate  (any such failure or breach being  referred
     to as an "Event," and for purposes of clauses (A) and (B) the date on which
     such Event  occurs,  or for  purposes  of clause (C) the date on which such
     three (3) Business  Day period is  exceeded,  or for purposes of clause (D)
     after more than fifteen (15)  Business  Days, or for purposes of clause (F)
     the date on which such three (3)  Business  Day period is  exceeded,  being
     referred to as "Event  Date"),  the Company  shall pay an amount in cash or
     registered  Common Stock (at the Company's sole discretion) to each Holder,
     as partial  liquidated  damages and not as a penalty,  equal to two percent
     (2%) of the amount of the Holder's Registrable Securities for each calendar
     month  or  portion  thereof  thereafter  from  the  Event  Date  until  the
     applicable Event is cured;  provided,  however,  that in no event shall the
     amount of liquidated  damages  payable at any time and from time to time to
     any Holder  pursuant to this  Section  7(e) exceed an aggregate of eighteen
     percent  (18%)  of the  amount  of  the  Holder's  Registrable  Securities.
     Notwithstanding  anything to the contrary in this paragraph (e), if (i) any
     of the Events  described  in clauses (A),  (B),  (C), (D) or (F) shall have
     occurred,  (ii) on or prior to the applicable Event Date, the Company shall
     have  exercised  its  rights  under  Section  3(n)  hereof  and  (iii)  the
     postponement  or suspension  permitted  pursuant to such Section 3(n) shall
     remain  effective as of such  applicable  Event Date,  then the  applicable
     Event Date shall be deemed  instead  to occur on the  second  Business  Day
     following the termination of such  postponement  or suspension.  Liquidated
     damages  payable by the  Company  pursuant  to this  Section  7(d) shall be
     payable on the first  (1st)  Business  Day of each  thirty  (30) day period
     following the Event Date.

          In the event the  Commission  does not permit  all of the  Registrable
     Securities  to be included  in the  Registration  Statement  because of its
     application  and issuance of comments  concerning Rule 415 then the Company
     shall be allowed to respond to such comments  within ten (10) calendar days
     after its receipt and shall be entitled to an additional  ten (10) calendar
     day period to exchange  comments with the Commission  before any liquidated
     damages pursuant to this Section shall occur (each such ten day period,  an
     "Extension").  No more than two (2)  Extensions  shall be  available to the
     Company, such that the time before such liquidated damages will be incurred
     will not  exceed  one  hundred  eighty  (180)  days from the  Filing  Date.
     Subsequent to any and all Extensions,  liquidated  damages payable pursuant
     to this Section  shall be payable by the Company  based on two percent (2%)
     of the portion of the Holder's  Registrable  Securities that corresponds to
     the number of such  Holder's  Registrable  Securities  not  permitted to be
     registered by the  Commission in such  Registration  Statement  pursuant to
     Rule 415.

          (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  the  Holders  of  seventy-five   percent  (75%)  of  the
     Registrable  Securities  outstanding.  No consideration shall be offered or
     paid to any Holders of Notes or Holders of the Warrants to amend or consent
     to a waiver or  modification  of any  provision  of any of the  Transaction
     Documents  unless  the same  consideration  also is  offered  to all of the
     parties to the  Transaction  Documents,  Holders of Notes or Holders of the
     Warrants,  as the case may be. The Company has not, directly or indirectly,
     made any agreements with any Purchasers relating to the terms or conditions
     of the transactions contemplated by the Transaction Documents except as set



                                       13
<PAGE>

     forth in the Transaction  Documents.  Without  limiting the foregoing,  the
     Company confirms that, except as set forth in this Agreement,  no Purchaser
     has made any  commitment or promise or has any other  obligation to provide
     any financing to the Company or otherwise.

          (g) Notices. Any notice required or permitted hereunder shall be given
     in  writing  (unless  otherwise  specified  herein)  and  shall  be  deemed
     effectively given upon (i) personal delivery,  (ii) two business days after
     deposit with Federal  Express or another  nationally  recognized  overnight
     courier  service,  (iii) five  business  days  after  deposit in the United
     States  Postal  Service,  sent  certified  mail return  receipt  requested,
     addressed to each of the other parties thereunto  entitled at the following
     addresses,  or at such other addresses as a party may designate by ten days
     advance  written  notice to each of the other parties  hereto,  or (iv) the
     same day upon transmission by means of facsimile transmission or electronic
     mail (if attached in a commonly readable format and the sender has received
     no  generated  notice  that the  email  message  has not been  successfully
     delivered).

                  If to the Company:         Total Luxury Group, Inc.
                                             11900 Biscayne Blvd Suite #621
                                             Miami, Florida  33181
                                             Attention: Steve Heller
                                             Tel. No.: 954-741-6300
                                             Fax No.: 954-741-6555


                  If                         to the Purchasers: At the address
                                             of such Purchaser set forth on
                                             Schedule I to this Agreement, with
                                             copies to Purchaser's counsel
                                             (which copies shall not constitute
                                             notice to such purchaser) as set
                                             forth on Schedule I or as
                                             specified in writing by such
                                             Purchaser.

                  with copies to:            Gersten Savage LLP
                                             600 Lexington Avenue, 9th Floor
                                             New York, New York 10022
                                             Attention: David Danovitch, Esq.
                                             Tel. No.: (212) 752-9700
                                             Fax No.: (212) 980-5192
                                             Email: ddanovitch@gerstensavage.com



          Any party  hereto may from time to time change its address for notices
     by giving at least ten (10) days written notice of such changed  address to
     the other parties hereto.

          (h) Successors and Assigns.  This Agreement  shall be binding upon and
     inure to the  benefit of the  parties and their  successors  and  permitted
     assigns and shall  inure to the  benefit of each Holder and its  successors
     and assigns. The Company may not assign this Agreement or any of its rights
     or obligations  hereunder without the prior written consent of each Holder.
     Each  Purchaser  may assign its rights  hereunder  in the manner and to the
     Persons as permitted under the Purchase Agreement.

          (i)  Assignment  of  Registration  Rights.  The rights of each  Holder
     hereunder,  including  the right to have the  Company  register  for resale
     Registrable  Securities  in  accordance  with the terms of this  Agreement,
     shall be  automatically  assignable  by each Holder of all or a portion of,
     the Common Stock or the  Registrable  Securities  to any Person if: (i) the
     Holder  agrees in writing  with the  transferee  or assignee to assign such
     rights,  and a copy of such  agreement is furnished to the Company within a



                                       14
<PAGE>

     reasonable  time after  such  assignment,  (ii) the  Company  is,  within a
     reasonable  time after such transfer or assignment,  furnished with written
     notice of (A) the name and address of such transferee or assignee,  and (B)
     the  securities  with respect to which such  registration  rights are being
     transferred  or assigned,  (iii)  following such transfer or assignment the
     further  disposition  of such  securities by the transferee or assignees is
     restricted  under the Securities Act and applicable  state  securities laws
     unless such  securities are registered in a  Registration  Statement  under
     this  Agreement (in which case the Company shall be obligated to amend such
     Registration  Statement  to reflect  such  transfer or  assignment)  or are
     otherwise exempt from registration,  (iv) at or before the time the Company
     receives the written  notice  contemplated  by clause (ii) of this Section,
     the  transferee or assignee  agrees in writing with the Company to be bound
     by all of the  provisions of this  Agreement,  and (v) such transfer  shall
     have  been  made in  accordance  with the  applicable  requirements  of the
     Purchase Agreement. In addition, each Holder shall have the right to assign
     its rights  hereunder to any other person with the prior written consent of
     the Company,  which consent shall not unreasonably be withheld.  The rights
     to assignment shall apply to the Holders (and to subsequent) successors and
     assigns.

          (j)  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 and shall become effective when  counterparts have been signed by
     each party and delivered to the other parties hereto,  it being  understood
     that all parties need not sign the same counterpart.  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.

          (k) Governing Law;  Jurisdiction.  The parties  acknowledge  and agree
     that any claim, controversy,  dispute or action relating in any way to this
     agreement or the subject matter of this agreement  shall be governed solely
     by the laws of the State of  Delaware,  without  regard to any  conflict of
     laws doctrines.  The parties irrevocably consent to being served with legal
     process  issued from the state and federal  courts  located in New York and
     irrevocably  consent to the exclusive personal  jurisdiction of the federal
     and state courts situated in the State of New York. The parties irrevocably
     waive any  objections to the personal  jurisdiction  of these courts.  Said
     courts shall have sole and exclusive  jurisdiction over any and all claims,
     controversies,  disputes  and  actions  which  in any  way  relate  to this
     agreement  or the  subject  matter  of this  agreement.  The  parties  also
     irrevocably   waive  any  objections   that  these  courts   constitute  an
     oppressive,  unfair, or inconvenient  forum and agree not to seek to change
     venue on these grounds or any other grounds.  The parties hereby agree that
     the prevailing  party in any suit,  action or proceeding  arising out of or
     relating to this Agreement or the Purchase Agreement,  shall be entitled to
     reimbursement for reasonable legal fees from the non-prevailing  party. The
     parties hereby waive all rights to a trial by jury. Nothing in this Section
     7(k) shall  affect or limit any right to serve  process in any other manner
     permitted by law.

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

          (m) Severability.  If any term, provision,  covenant or restriction of
     this Agreement is held to be invalid, illegal, void or unenforceable in any
     respect, 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 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.



                                       15
<PAGE>

          (n) Headings.  The headings  herein are for  convenience  only, do not
     constitute  a part of this  Agreement  and  shall not be deemed to limit or
     affect any of the provisions hereof.

          (o)  Shares  Held by the  Company  and its  Affiliates.  Whenever  the
     consent or  approval of Holders of a specified  percentage  of  Registrable
     Securities  is  required  hereunder,  Registrable  Securities  held  by the
     Company  or its  Affiliates  (other  than  any  Holder  or  transferees  or
     successors  or assigns  thereof if such Holder is deemed to be an Affiliate
     solely by reason of its holdings of such Registrable  Securities) shall not
     be counted in determining whether such consent or approval was given by the
     Holders of such required percentage.


                  [Remainder of page intentionally left blank]























                                       16
<PAGE>



          IN WITNESS WHEREOF,  the parties hereto have caused this  Registration
     Rights Agreement to be duly executed by their respective authorized persons
     as of the date first indicated above.

                                                        The Company:

                                                        TOTAL LUXURY GROUP, INC.


                                                        By:____________________
                                                        Name:
                                                        Title:

                                                        The Purchaser:

                                                        ACCELERANT PARTNERS LLC


                                                        By:____________________
                                                        Name:
                                                        Title:











                                       17
<PAGE>

                                   Schedule I
                                   ----------


Names and Addresses of the Purchasers       Securities & Warrants Received
                                            pursuant to the Purchase Agreement

Accelerant Partners LLC                     $19,000,000 principal amount of Note
Executive Pavilion
90 Grove Street                             Warrants: _____________
Ridgefield, Connecticut, 06877
Attn: [_____________________]
Facsimile: [_________________]
Email: [____________________]



































                                       i

<PAGE>


                                    EXHIBIT A
                                    ---------

                              Plan of Distribution
                              --------------------

     The selling security holders and any of their pledgees,  donees,  assignees
and  successors-in-interest  may,  from  time to time,  sell any or all of their
shares  of  common  stock  being  offered  under  this  prospectus  on any stock
exchange,  market or trading  facility on which  shares of our common  stock are
traded or in private  transactions.  These  sales may be at fixed or  negotiated
prices.  The selling  security  holders may use any one or more of the following
methods when disposing of shares:

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

          o    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;

          o    purchases  by a  broker-dealer  as  principal  and resales by the
               broker-dealer for its account;

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

          o    privately negotiated transactions;

          o    to cover  short  sales made after the date that the  registration
               statement  of  which  this  prospectus  is  a  part  is  declared
               effective by the Commission;

          o    broker-dealers  may agree with the  selling  security  holders to
               sell a specified  number of such shares at a stipulated price per
               share;

          o    a combination of any of these methods of sale; and

          o    any other method permitted pursuant to applicable law.

     The  shares may also be sold  under  Rule 144 under the  Securities  Act of
1933,  as amended  ("Securities  Act"),  if  available,  rather  than under this
prospectus.  The selling security holders have the sole and absolute  discretion
not to  accept  any  purchase  offer or make any sale of shares if they deem the
purchase price to be unsatisfactory at any particular time.

     The selling security holders may pledge their shares to their brokers under
the margin  provisions  of customer  agreements.  If a selling  security  holder
defaults on a margin loan, the broker may, from time to time, offer and sell the
pledged shares.

     Broker-dealers  engaged by the  selling  security  holders  may arrange for
other  broker-dealers  to  participate  in  sales.  Broker-dealers  may  receive
commissions  or  discounts  from  the  selling  security  holders  (or,  if  any
broker-dealer acts as agent for the purchaser of shares,  from the purchaser) in
amounts to be negotiated,  which commissions as to a particular broker or dealer
may be in excess of customary  commissions to the extent permitted by applicable
law.

     If sales of shares offered under this prospectus are made to broker-dealers
as principals,  we would be required to file a  post-effective  amendment to the
registration statement of which this prospectus is a part. In the post-effective
amendment,  we would be  required  to  disclose  the names of any  participating
broker-dealers and the compensation arrangements relating to such sales.



                                       ii
<PAGE>

     The  selling  security  holders and any  broker-dealers  or agents that are
involved in selling the shares offered under this prospectus may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with these
sales.  Commissions received by these 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. Any  broker-dealers or agents
that are  deemed to be  underwriters  may not sell  shares  offered  under  this
prospectus  unless and until we set forth the names of the  underwriters and the
material  details of their  underwriting  arrangements  in a supplement  to this
prospectus  or,  if  required,  in  a  replacement   prospectus  included  in  a
post-effective  amendment to the registration statement of which this prospectus
is a part.

     The selling  security  holders and any other persons  participating  in the
sale or distribution of the shares offered under this prospectus will be subject
to  applicable  provisions  of the Exchange  Act, and the rules and  regulations
under that act, including Regulation M. These provisions may restrict activities
of,  and limit the  timing of  purchases  and sales of any of the shares by, the
selling security holders or any other person.  Furthermore,  under Regulation M,
persons   engaged  in  a  distribution   of  securities   are  prohibited   from
simultaneously  engaging in market making and other  activities  with respect to
those  securities for a specified  period of time prior to the  commencement  of
such distributions,  subject to specified exceptions or exemptions. All of these
limitations may affect the marketability of the shares.

     If any of the shares of common  stock  offered  for sale  pursuant  to this
prospectus are transferred  other than pursuant to a sale under this prospectus,
then  subsequent  holders could not use this prospectus  until a  post-effective
amendment or prospectus  supplement is filed,  naming such holders.  We offer no
assurance as to whether any of the selling security holders will sell all or any
portion of the shares offered under this prospectus.

     We have  agreed  to pay all fees and  expenses  we  incur  incident  to the
registration of the shares being offered under this  prospectus.  However,  each
selling  security  holder and purchaser is responsible for paying any discounts,
commissions and similar selling expenses they incur.

     We and the selling  security  holders have agreed to indemnify  one another
against certain losses,  damages and liabilities arising in connection with this
prospectus, including liabilities under the Securities Act.







                                      iii


<PAGE>


                                    EXHIBIT B
                                    ---------

                         Form of Notice of Effectiveness
                            of Registration Statement


[NAME AND ADDRESS OF TRANSFER AGENT]
Attn: ____________________________

     Re: Total Luxury Group, Inc.

Ladies and Gentlemen:

     We are counsel to Total Luxury Group,  Inc.., an Indiana  corporation  (the
"Company"),  and have  represented  the Company in connection  with that certain
Stock Purchase Agreement (the "Purchase Agreement"),  dated as of March 7, 2008,
by and between the Company and Accelerant Partners LLC ( "Accelerant")  pursuant
to which  the  Company  issued  to  Accelerant  Senior  Secured  9%  convertible
promissory notes (the "Note") and warrants (the "Warrant") to purchase shares of
the  Company's  common stock,  par value $0.001 per share (the "Common  Stock").
Pursuant  to the  Purchase  Agreement,  the  Company  has  also  entered  into a
Registration   Rights  Agreement  with  Accelerant  (the  "Registration   Rights
Agreement"),  dated as of March 7, 2008,  pursuant to which the Company  agreed,
among other things,  to register the  Registrable  Securities (as defined in the
Registration  Rights  Agreement),  including the shares of Common Stock issuable
upon  conversion  of the Note,  the Common  Stock and the shares of Common Stock
issuable  upon  exercise of the Warrant,  under the  Securities  Act of 1933, as
amended (the "1933 Act"). In connection with the Company's obligations under the
Registration Rights Agreement,  on  ________________,  2008, the Company filed a
Registration  Statement on Form S-1 (File No.  333-________)  (the "Registration
Statement") with the Securities and Exchange  Commission (the "SEC") relating to
the resale of the  Registrable  Securities  which names  Accelerant 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  accordingly,  the
Registrable  Securities  are available for resale under the 1933 Act pursuant to
the Registration Statement.


                                                Very truly yours,

                                                [COMPANY COUNSEL]



                                                By:__________________________



cc: ACCELERANT PARTNERS LLC






                                       iv