EXHIBIT 10.5

                          REGISTRATION RIGHTS AGREEMENT

            This Registration Rights Agreement (this "Agreement") is made and
entered into as of July 21, 2004, by and among Hudson Health Sciences, Inc., a
Delaware corporation (the "Company"), and the purchasers signatory hereto (each
such purchaser, a "Purchaser" and collectively, the "Purchasers").

            This Agreement is made pursuant to and in connection with (i) the
Subscription Agreements between the Company and each Purchaser dated as of the
date hereof (collectively, the "Purchase Agreements"), (ii) the Private
Placement Memorandum dated June 17, 2004 relating to the offering of securities
of the Company pursuant to which the Purchasers purchased the Registrable
Securities (the "Memorandum") and (iii) the proposed merger (the "Merger") of
EMLR Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of
Email Real Estate.com, Inc. ("EMLR Mergerco"), with and into the Company.

            The Company and the Purchasers hereby agree as follows:

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

            "Advice" shall have the meaning set forth in Section 6(d).

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

            "Commission" shall mean the Securities and Exchange Commission.

            "Effectiveness Date" means, with respect to the Registration
      Statement required to be filed hereunder, the earlier of (a) the 150th
      calendar day following the date of the Purchase Agreement, or 180 days
      following the date of the Purchase Agreement if the Registration Statement
      is subject to review and comment from the Commission, provided that if
      such day is not a Business Day, then the next Business Day thereafter, and
      (b) the fifth Trading Day following the date on which the Company is
      notified by the Commission that the Registration Statement will not be
      reviewed or is no longer subject to further review and comments.

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

            "Event" shall have the meaning set forth in Section 2(b).

            "Event Date" shall have the meaning set forth in Section 2(b).


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

            "Filing Date" means, with respect to the Registration Statement
      required to be filed hereunder, the 30th calendar day following the date
      of the Purchase Agreement, provided that if such day is not a Business
      Day, then the Filing Date shall be the next Business Day thereafter.

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

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

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

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

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

            "Prospectus" means the prospectus included in the Registration
      Statement (including, without limitation, a prospectus that includes any
      information previously omitted from a prospectus filed as part of an
      effective registration statement in reliance upon Rule 430A promulgated
      under the Securities Act), as amended or supplemented by any prospectus
      supplement, with respect to the terms of the offering of any portion of
      the Registrable Securities covered by the Registration Statement, and all
      other amendments and supplements to the Prospectus, including
      post-effective amendments, and all material incorporated by reference or
      deemed to be incorporated by reference in such Prospectus.

            "Registrable Securities" means (i) all of the Conversion Shares,
      including the EMLR Series A Conversion Shares after giving effect to the
      Merger (ii) any shares of Common Stock issued or issuable upon any stock
      split, dividend or other distribution, recapitalization or similar event
      with respect to the foregoing and (iii) any additional shares issuable in
      connection with any anti-dilution provisions associated with the Preferred
      Stock.

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

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


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            "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 purpose and effect as such Rule.

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

            "Trading Day" means (i) a day on which the Common Stock is traded on
      a Trading Market, or (ii) if the Common Stock is not listed on a Trading
      Market, a day on which the Common Stock is traded on the over-the-counter
      market, as reported by the OTC Bulletin Board, or (iii) if the Common
      Stock is not quoted on the OTC Bulletin Board, a day on which the Common
      Stock is quoted in the over-the-counter market as reported by the National
      Quotation Bureau Incorporated (or any similar organization or agency
      succeeding to its functions of reporting prices); provided, that in the
      event that the Common Stock is not listed or quoted as set forth in (i),
      (ii) and (iii) hereof, then Trading Day shall mean a Business Day.

            "Trading Market" means the following markets or exchanges on which
      the Common Stock is listed or quoted for trading on the date in question:
      the American Stock Exchange, the New York Stock Exchange, the Nasdaq
      National Market, the Nasdaq SmallCap Market or the OTC Bulletin Board.

            "Transaction Documents" means this Agreement, the Purchase
      Agreement, the Certificate of Designation, the Escrow Agreement and any
      other documents or agreements executed in connection with the transactions
      contemplated hereunder and thereunder.

      2. Registration.

            (a) On or prior to the Filing Date, the Company shall prepare and
      file with the Commission the Registration Statement covering the resale of
      all of the Registrable Securities for an offering to be made on a
      continuous basis pursuant to Rule 415. The Registration Statement required
      hereunder shall be on Form SB-2 (or another appropriate form in accordance
      herewith). The Registration Statement required hereunder shall contain
      (except if otherwise directed by the Holders) substantially the "Plan of
      Distribution" attached hereto as Annex A. Subject to the terms of this
      Agreement, the Company shall use its best efforts to cause the
      Registration Statement to be declared effective under the Securities Act
      as promptly as possible after the filing thereof, but in any event not
      later than the Effectiveness Date, and shall use its best efforts to keep
      the Registration Statement continuously effective under the Securities Act
      until the date when all Registrable Securities covered by the Registration
      Statement have been sold or may be sold without volume restrictions
      pursuant to Rule 144(k) as determined by the counsel to the Company
      pursuant to a written opinion letter to such effect, addressed and
      acceptable to the Company's transfer agent and the affected Holders (the
      "Effectiveness Period").


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            (b) If: (i) a Registration Statement is not filed on or prior to the
      Filing Date (if the Company files a Registration Statement without
      affording the Holder the opportunity to review and comment on the same as
      required by Section 3(a), the Company shall not be deemed to have
      satisfied this clause (i)), or (ii) the Company fails to file with the
      Commission a request for acceleration in accordance with Rule 461
      promulgated under the Securities Act, within five Trading Days of the date
      that the Company is notified (orally or in writing, whichever is earlier)
      by the Commission that a Registration Statement will not be "reviewed," or
      is not subject to further review, or (iii) prior to the date when such
      Registration Statement is first declared effective by the Commission, the
      Company fails to file a pre-effective amendment and otherwise respond in
      writing to comments made by the Commission in respect of such Registration
      Statement within 21 calendar days after the receipt of comments by or
      notice from the Commission that such amendment is required in order for a
      Registration Statement to be declared effective, or (iv) a Registration
      Statement filed or required to be filed hereunder is not declared
      effective by the Commission on or before the Effectiveness Date, or (v)
      after a Registration Statement is first declared effective by the
      Commission, it ceases for any reason to remain continuously effective as
      to all Registrable Securities for which it is required to be effective, or
      the Holders are not permitted to utilize the Prospectus therein to resell
      such Registrable Securities, for in any such case 10 calendar consecutive
      days but no more than an aggregate of 15 Trading Days during any 12 month
      period (which need not be consecutive Trading Days)(any such failure or
      breach being referred to as an "Event," and for purposes of clause (i) or
      (iv) the date on which such Event occurs, or for purposes of clause (ii)
      the date on which such five Trading Day period is exceeded, or for
      purposes of clause (iii) the date which such 21 calendar days is exceeded,
      or for purposes of clause (v) the date on which such 10 calendar day or 15
      Trading Day period, as applicable, is exceeded being referred to as "Event
      Date"), then in addition to any other rights the Holders may have
      hereunder or under applicable law: (x) on each such Event Date the Company
      shall pay to each Holder an amount in cash, as partial liquidated damages
      and not as a penalty, equal to 1.5% of the aggregate purchase price paid
      by such Holder pursuant to the Purchase Agreement for any Registrable
      Securities then held by such Holder; and (y) on each monthly anniversary
      of each such Event Date (if the applicable Event shall not have been cured
      by such date) until the applicable Event is cured, the Company shall pay
      to each Holder an amount in cash, as partial liquidated damages and not as
      a penalty, 1.5% of the aggregate purchase price paid by such Holder
      pursuant to the Purchase Agreement for any Registrable Securities then
      held by such Holder. If the Company fails to pay any partial liquidated
      damages pursuant to this Section in full within seven days after the date
      payable, the Company will pay interest thereon at a rate of 18% per annum
      (or such lesser maximum amount that is permitted to be paid by applicable
      law) to the Holder, accruing daily from the date such partial liquidated
      damages are due until such amounts, plus all such interest thereon, are
      paid in full. The partial liquidated damages pursuant to the terms hereof
      shall apply on a daily pro-rata basis for any portion of a month prior to
      the cure of an Event.

      3. Registration Procedures

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


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            (a) Not less than five Trading Days prior to the filing of the
      Registration Statement or any related Prospectus or any amendment or
      supplement thereto (i) furnish to the Holders copies of all such documents
      proposed to be filed (including documents incorporated or deemed
      incorporated by reference to the extent requested by such Person) which
      documents will be subject to the review of such Holders and (ii) cause its
      officers, directors, counsel and independent certified public accountants
      to respond to such inquiries as shall be necessary, in the reasonable
      opinion of respective counsel, to conduct a reasonable investigation
      within the meaning of the Securities Act. The Company shall not file the
      Registration Statement or any such Prospectus or any amendments or
      supplements thereto to which the Holders of a majority of the Registrable
      Securities shall reasonably object in good faith, provided that the
      Company is notified of such objection in writing no later than 3 Trading
      Days after the Holders have been so furnished copies of such documents.

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

            (c) Notify the Holders of Registrable Securities as promptly as
      reasonably possible and confirm such notice in writing promptly following
      the day (i)(A) when a Prospectus or any Prospectus supplement or
      post-effective amendment to the Registration Statement is proposed to be
      filed; (B) when the Commission notifies the Company whether there will be
      a "review" of the Registration Statement and whenever the Commission
      comments in writing on the Registration Statement (the Company shall, upon
      request, provide true and complete copies thereof and all written
      responses thereto to each of the Holders); and (C) with respect to the
      Registration Statement or any post-effective amendment, when the same has
      become effective; (ii) of any request by the Commission or any other
      Federal or state governmental authority during the period of effectiveness
      of the Registration Statement for amendments or supplements to the
      Registration Statement or Prospectus or for additional information; (iii)
      of the issuance by the Commission or any other federal or state
      governmental authority of any stop order suspending the effectiveness of
      the Registration Statement covering any or all of the Registrable
      Securities or the initiation of any Proceedings for that purpose; (iv) of
      the


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      receipt by the Company of any notification with respect to the suspension
      of the qualification or exemption from qualification of any of the
      Registrable Securities for sale in any jurisdiction, or the initiation or
      threatening of any Proceeding for such purpose; and (v) of the occurrence
      of any event or passage of time that makes the financial statements
      included in the Registration Statement ineligible for inclusion therein or
      any statement made in the Registration Statement or Prospectus or any
      document incorporated or deemed to be incorporated therein by reference
      untrue in any material respect or that requires any revisions to the
      Registration Statement, Prospectus or other documents so that, in the case
      of the Registration Statement or the Prospectus, as the case may be, it
      will not contain any untrue statement of a material fact or omit to state
      any material fact required to be stated therein or necessary to make the
      statements therein, in light of the circumstances under which they were
      made, not misleading; (vi) the occurrence or existence of any pending
      corporate development with respect to the Company that the Company
      believes may be material and that, in the determination of the Company,
      makes it not in the best interest of the Company to allow continued
      availability or the Registration Statement or Prospectus; provided that
      any and all of such information shall remain confidential to each Holder
      until such information otherwise becomes public, unless disclosure by a
      Holder is required by law; provided, further, notwithstanding each
      Holder's agreement to keep such information confidential, the Holders make
      no acknowledgement that any such information is material, non-public
      information.

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

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

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

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


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

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

            (i) Upon the occurrence of any event contemplated by Section
      3(c)(v), as promptly as reasonably possible, prepare a supplement or
      amendment, including a post-effective amendment, to the Registration
      Statement or a supplement to the related Prospectus or any document
      incorporated or deemed to be incorporated therein by reference, and file
      any other required document so that, as thereafter delivered, neither the
      Registration Statement nor such Prospectus will contain an untrue
      statement of a material fact or omit to state a material fact required to
      be stated therein or necessary to make the statements therein, in light of
      the circumstances under which they were made, not misleading. If the
      Company notifies the Holders in accordance with clauses (ii) through (v)
      of Section 3(c) above to suspend the use of any Prospectus until the
      requisite changes to such Prospectus have been made, then the Holders
      shall suspend use of such Prospectus. The Company will use its best
      efforts to ensure that the use of the Prospectus may be resumed as
      promptly as is practicable. The Company shall be entitled to exercise its
      right under this Section 3(i) to suspend the availability of a
      Registration Statement and Prospectus, subject to the payment of
      liquidated damages pursuant to Section 2(b), for a period not to exceed 60
      days (which need not be consecutive days) in any 12 month period.

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

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

            (l) The Company may require each Holder to furnish to the Company a
      certified statement as to the number of shares of Common Stock
      beneficially owned by such Holder and, if required by the Commission, the
      person thereof that has voting and dispositive control over such shares.
      During any periods that the Company is unable to


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      meet its obligations hereunder with respect to the registration of the
      Registrable Securities solely because any Holder fails to furnish such
      information within three Trading Days of the Company's request, any
      liquidated damages that are accruing at such time as to such Holder only
      shall be tolled and any Event that may otherwise occur solely because of
      such delay shall be suspended as to such Holder only, until such
      information is delivered to the Company.

      4. Registration Expenses. All fees and expenses incident to the
performance of or compliance with this Agreement by the Company shall be borne
by the Company whether or not any Registrable Securities are sold pursuant to
the Registration Statement. The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (A) with respect to filings
required to be made with the Trading Market on which the Common Stock is then
listed for trading and (B) in compliance with applicable state securities or
Blue Sky laws), (ii) printing expenses (including, without limitation, expenses
of printing certificates for Registrable Securities and of printing prospectuses
if the printing of prospectuses is reasonably requested by the holders of a
majority of the Registrable Securities included in the Registration Statement),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company, (v) Securities Act liability insurance, if the Company
so desires such insurance, and (vi) fees and expenses of all other Persons
retained by the Company in connection with the consummation of the transactions
contemplated by this Agreement. In addition, the Company shall be responsible
for all of its internal expenses incurred in connection with the consummation of
the transactions contemplated by this Agreement (including, without limitation,
all salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit and the fees and expenses
incurred in connection with the listing of the Registrable Securities on any
securities exchange as required hereunder. In no event shall the Company be
responsible for any broker or similar commissions or, except to the extent
provided for in the Transaction Documents, any legal fees or other costs of the
Holders.

      5. Indemnification

            (a) Indemnification by the Company. The Company shall,
      notwithstanding any termination of this Agreement, indemnify and hold
      harmless each Holder, the officers, directors, agents and employees of
      each of them, each Person who controls any such Holder (within the meaning
      of Section 15 of the Securities Act or Section 20 of the Exchange Act) and
      the officers, directors, agents and employees of each such controlling
      Person, to the fullest extent permitted by applicable law, from and
      against any and all losses, claims, damages, liabilities, costs
      (including, without limitation, reasonable attorneys' fees) and expenses
      (collectively, "Losses"), as incurred, arising out of or relating to any
      untrue or alleged untrue statement of a material fact contained in the
      Registration Statement, any Prospectus or any form of prospectus or in any
      amendment or supplement thereto or in any preliminary prospectus, or
      arising out of or relating to any omission or alleged omission of a
      material fact required to be stated therein or necessary to make the
      statements therein (in the case of any Prospectus or form of prospectus or
      supplement thereto, in light of the circumstances under which they were
      made) not misleading, except to the extent, but only to the extent, that
      (i) such untrue statements or omissions are based solely upon information
      regarding such Holder furnished in writing


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      to the Company by such Holder expressly for use therein, or to the extent
      that such information relates to such Holder or such Holder's proposed
      method of distribution of Registrable Securities and was reviewed and
      expressly approved in writing by such Holder expressly for use in the
      Registration Statement, such Prospectus or such form of Prospectus or in
      any amendment or supplement thereto (it being understood that the Holder
      has approved Annex A hereto for this purpose) or (ii) in the case of an
      occurrence of an event of the type specified in Section 3(c)(ii)-(v), the
      use by such Holder of an outdated or defective Prospectus after the
      Company has notified such Holder in writing that the Prospectus is
      outdated or defective and prior to the receipt by such Holder of the
      Advice contemplated in Section 6(d). The Company shall notify the Holders
      promptly of the institution, threat or assertion of any Proceeding of
      which the Company is aware in connection with the transactions
      contemplated by this Agreement.

            (b) Indemnification by Holders. Each Holder shall, severally and not
      jointly, indemnify and hold harmless the Company, its directors, officers,
      agents and employees, each Person who controls the Company (within the
      meaning of Section 15 of the Securities Act and Section 20 of the Exchange
      Act), and the directors, officers, agents or employees of such controlling
      Persons, to the fullest extent permitted by applicable law, from and
      against all Losses, as incurred, to the extent arising out of or based
      solely upon: (x) such Holder's failure to comply with the prospectus
      delivery requirements of the Securities Act or (y) any untrue or alleged
      untrue statement of a material fact contained in any Registration
      Statement, any Prospectus, or any form of prospectus, or in any amendment
      or supplement thereto or in any preliminary prospectus, or arising out of
      or relating to any omission or alleged omission of a material fact
      required to be stated therein or necessary to make the statements therein
      not misleading (i) to the extent, but only to the extent, that such untrue
      statement or omission is contained in any information so furnished in
      writing by such Holder to the Company specifically for inclusion in the
      Registration Statement or such Prospectus or (ii) to the extent that (1)
      such untrue statements or omissions are based solely upon information
      regarding such Holder furnished in writing to the Company by such Holder
      expressly for use therein, or to the extent that such information relates
      to such Holder or such Holder's proposed method of distribution of
      Registrable Securities and was reviewed and expressly approved in writing
      by such Holder expressly for use in the Registration Statement (it being
      understood that the Holder has approved Annex A hereto for this purpose),
      such Prospectus or such form of Prospectus or in any amendment or
      supplement thereto or (2) in the case of an occurrence of an event of the
      type specified in Section 3(c)(ii)-(v), the use by such Holder of an
      outdated or defective Prospectus after the Company has notified such
      Holder in writing that the Prospectus is outdated or defective and prior
      to the receipt by such Holder of the Advice contemplated in Section 6(d).
      In no event shall the liability of any selling Holder hereunder be greater
      in amount than the dollar amount of the net proceeds received by such
      Holder upon the sale of the Registrable Securities giving rise to such
      indemnification obligation.

            (c) Conduct of Indemnification Proceedings. If any Proceeding shall
      be brought or asserted against any Person entitled to indemnity hereunder
      (an "Indemnified Party"), such Indemnified Party shall promptly notify the
      Person from whom indemnity is sought (the "Indemnifying Party") in
      writing, and the Indemnifying Party shall have


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      the right to assume the defense thereof, including the employment of
      counsel reasonably satisfactory to the Indemnified Party and the payment
      of all fees and expenses incurred in connection with defense thereof;
      provided, that the failure of any Indemnified Party to give such notice
      shall not relieve the Indemnifying Party of its obligations or liabilities
      pursuant to this Agreement, except (and only) to the extent that it shall
      be finally determined by a court of competent jurisdiction (which
      determination is not subject to appeal or further review) that such
      failure shall have prejudiced the Indemnifying Party.

            An Indemnified Party shall have the right to employ separate counsel
      in any such Proceeding and to participate in the defense thereof, but the
      fees and expenses of such counsel shall be at the expense of such
      Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed
      in writing to pay such fees and expenses; (2) the Indemnifying Party shall
      have failed promptly to assume the defense of such Proceeding and to
      employ counsel reasonably satisfactory to such Indemnified Party in any
      such Proceeding; or (3) the named parties to any such Proceeding
      (including any impleaded parties) include both such Indemnified Party and
      the Indemnifying Party, and such Indemnified Party shall reasonably
      believe that a material 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 the reasonable fees and expenses of one
      separate counsel shall be at the expense of the Indemnifying Party). The
      Indemnifying Party shall not be liable for any settlement of any such
      Proceeding effected without its written consent, which consent shall not
      be unreasonably withheld. No Indemnifying Party shall, without the prior
      written consent of the Indemnified Party, effect any settlement of any
      pending Proceeding in respect of which any Indemnified Party is a party,
      unless such settlement includes an unconditional release of such
      Indemnified Party from all liability on claims that are the subject matter
      of such Proceeding.

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

            (d) Contribution. If a claim for indemnification under Section 5(a)
      or 5(b) is unavailable to an Indemnified Party (by reason of public policy
      or otherwise), then each Indemnifying Party, in lieu of indemnifying such
      Indemnified Party, shall contribute to the amount paid or payable by such
      Indemnified Party as a result of such Losses, in such proportion as is
      appropriate to reflect the relative fault of the Indemnifying Party and
      Indemnified Party in connection with the actions, statements or omissions
      that resulted in such Losses as well as any other relevant equitable
      considerations. The relative fault of


                                       10
<PAGE>

      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
      this Agreement, any reasonable attorneys' or other reasonable fees or
      expenses incurred by such party in connection with any Proceeding to the
      extent such party would have been indemnified for such fees or expenses if
      the indemnification provided for in this section was available to such
      party in accordance with its terms.

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

            The indemnity and contribution agreements contained in this section
      are in addition to any liability that the Indemnifying Parties may have to
      the Indemnified Parties.

      6. Miscellaneous

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

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


                                       11
<PAGE>

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

            (d) Discontinued Disposition. Each Holder agrees by its acquisition
      of such Registrable Securities that, upon receipt of a notice from the
      Company of the occurrence of any event of the kind described in Section
      3(c), such Holder will forthwith discontinue disposition of such
      Registrable Securities under the Registration Statement until such
      Holder's receipt of the copies of the supplemented Prospectus and/or
      amended Registration Statement or until it is advised in writing (the
      "Advice") by the Company that the use of the applicable Prospectus may be
      resumed, and, in either case, has received copies of any additional or
      supplemental filings that are incorporated or deemed to be incorporated by
      reference in such Prospectus or Registration Statement. The Company will
      use its best efforts to ensure that the use of the Prospectus may be
      resumed as promptly as it practicable. The Company agrees and acknowledges
      that any periods during which the Holder is required to discontinue the
      disposition of the Registrable Securities hereunder shall be subject to
      the provisions of Section 2(b).

            (e) Piggy-Back Registrations. If at any time during the
      Effectiveness Period there is not an effective Registration Statement
      covering all of the Registrable Securities and the Company shall determine
      to prepare and file with the Commission a registration statement relating
      to an offering for its own account or the account of others under the
      Securities Act of any of its equity securities, other than on Form S-4 or
      Form S-8 (each as promulgated under the Securities Act) or their then
      equivalents relating to equity securities to be issued solely in
      connection with any acquisition of any entity or business or equity
      securities issuable in connection with the stock option or other employee
      benefit plans, then the Company shall send to each Holder a written notice
      of such determination and, if within fifteen days after the date of such
      notice, any such Holder shall so request in writing, the Company shall
      include in such registration statement all or any part of such Registrable
      Securities such Holder requests to be registered, subject to customary
      underwriter cutbacks applicable to all holders of registration rights.

            (f) Amendments and Waivers. The provisions of this Agreement,
      including the provisions of this sentence, may not be amended, modified or
      supplemented, and waivers or consents to departures from the provisions
      hereof may not be given, unless the same shall be in writing and signed by
      the Company and Holders of not less than two-thirds (2/3) of the then
      outstanding Registrable Securities.

            (g) Notices. Any and all notices or other communications or
      deliveries required or permitted to be provided hereunder shall be made in
      accordance with the provisions of the Purchase Agreement.

            (h) Successors and Assigns. This Agreement shall inure to the
      benefit of and be binding upon the successors and permitted assigns of
      each of the parties and shall inure to the benefit of each Holder.
      Notwithstanding anything contained herein or in any document relating to
      the Merger or the offering of securities pursuant to the PPM to the
      contrary, the Company hereby agrees not to consummate the Merger unless
      EMLR


                                       12
<PAGE>

      agrees in writing to be bound by, and comply in all respects with, all the
      terms and conditions set forth herein. Each Holder may assign their
      respective rights hereunder in the manner and to the Persons as permitted
      under the Purchase Agreement.

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

            (j) Governing Law. All questions concerning the construction,
      validity, enforcement and interpretation of this Agreement shall be
      determined with the provisions of the Purchase Agreement.

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

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

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

            (n) Independent Nature of Purchasers' Obligations and Rights. The
      obligations of each Holder hereunder are several and not joint with the
      obligations of any other Holder hereunder, and no Holder shall be
      responsible in any way for the performance of the obligations of any other
      Holder hereunder. Nothing contained herein or in any other agreement or
      document delivered at any closing, and no action taken by any Holder
      pursuant hereto or thereto, shall be deemed to constitute the Holders as a
      partnership, an association, a joint venture or any other kind of entity,
      or create a presumption that the Holders are in any way acting in concert
      with respect to such obligations or the transactions contemplated by this
      Agreement. Each Holder shall be entitled to protect and enforce its
      rights, including without limitation the rights arising out of this
      Agreement, and it shall not be necessary for any other Holder to be joined
      as an additional party in any proceeding for such purpose.

                            *************************


                                       13
<PAGE>

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

                                HUDSON HEALTH SCIENCES, INC.


                                By: /s/ Mark J. Ahn
                                    --------------------------------------------
                                    Name: Mark J. Ahn, Ph.D.
                                    Title: President and Chief Executive Officer


                      [SIGNATURE PAGES OF HOLDERS OMITTED]