Exhibit 10.8

                          REGISTRATION RIGHTS AGREEMENT

     This  Registration  Rights Agreement (the  "Agreement") is made and entered
into  as of May 8,  1996,  by and  between  Banco  Inversion,  S.A.,  a  Spanish
corporation  ("Banco"),  and ReSeal Food  Dispensing  Systems,  Inc., a Delaware
corporation (the "Company").

                              W I T N E S S E T H:

     In   consideration  of  the  premises  and  of  the  mutual  covenants  and
obligations   hereinafter   set  forth,   and  for  other   good  and   valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, agree as follows:

     1.   Definitions. For purposes of this Agreement:

          (a) "Commission"  means the Securities and Exchange  Commission or any
     other federal agency at the time administering the Securities Act.

          (b) "Common  Stock" means the common  stock,  par value $.001,  of the
     Company.

          (c)  "Exchange  Act" means the  Securities  Exchange  Act of 1934,  as
     amended,  or any  similar  successor  federal  statute  and the  rules  and
     regulations  thereunder,  all as the same  shall be in effect  from time to
     time.

          (d) "Holders" means holders of Other Shares.

          (e)  "Other  Shares"  means  shares  of  Common  Stock of the  Company
     (including  shares of Common Stock issued or issuable  upon  conversion  of
     warrants or options of the Company) having registration  rights, other than
     the Shares.

          (f)  "Participating  Rightsholder"  means any Rightsholder  requesting
     inclusion of his Shares in a Registration, pursuant to Section 2(b).

          (g) "Registration"  refers to a registration effected by preparing and
     filing a registration statement or statements or similar documents as shall
     comply  with  the  Securities  Act  and  the  declaration  or  ordering  of
     effectiveness of such registration statement or document by the Commission.

          (h)  "Registration  Expenses" means all expenses incurred in effecting
     any Registration pursuant to this Agreement, including, without limitation,
     all registration,  qualification and filing fees, printing expenses, escrow
     fees, fees and disbursements of counsel for the Company,  blue sky fees and
     expenses,  and  expenses  of any regular or special  audits  incident to or
     required by any such  Registration,  but shall not include Selling Expenses
     and fees and disbursements of counsel for the Holders.


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          (i)  "Registration  Notice" means a notice delivered by the Company to
     the Rightsholders pursuant to Section 2(a).

          (j) "Rightsholders"  means Banco and each subsequent transferee of the
     Shares from Banco or another Rightsholder.

          (k) "Securities Act" means the Securities Act of 1933, as amended,  or
     any  similar  successor  federal  statute  and the  rules  and  regulations
     thereunder, all as the same shall be in effect from time to time.

          (l) "Selling  Expenses" means all  underwriting  discounts and selling
     commissions applicable to the sale of Shares and all fees and disbursements
     of counsel for the Rightsholders.

          (m)  "Shares"  means  that  certain  number of shares of Common  Stock
     acquired by Banco (and its designated nominees) from RIC.

     2. Registration of Shares. Upon the Company's determination to register any
of its shares of Common  Stock  either for its own account or the account of any
Holder (not  including  the  initial  public  offering of the Common  Stock (the
"Public  Offering") or the registration of any of the Bridge Units issued by the
Company in connection  with certain  loans it received (the "Bridge  Units") and
the underlying  securities of such Bridge Units), the Company will: (a) promptly
give  written  notice  thereof  to each of the  Rightsholders  (a  "Registration
Notice"); and (b) use its best efforts to effect the Registration of such shares
of Common Stock and include in such Registration  (and any  qualification  under
blue sky laws or other compliance), except as set forth in Sections 4 and 5, all
the Shares specified by the  Participating  Rightsholders in written requests to
the  Company  given  within  twenty (20) days after the  Registration  Notice is
received.  Such written requests may specify for inclusion in such  Registration
all or only a portion of the Shares held by a Rightsholder.

     3. Underwriting.  If the Registration  referred to in a Registration Notice
is for a registered public offering involving an underwriting, the Company shall
so advise the  Rightsholders in the Registration  Notice. In such event, each of
the Participating  Rightsholders'  respective rights to registration pursuant to
Section  2  shall  be  conditioned   upon  such   Participating   Rightsholder's
participation in such underwriting and the inclusion of his or her Shares in the
underwriting  to the extent provided  herein.  Each  Participating  Rightsholder
shall,  together  with the  Company  and the  Holders  intending  to offer Other
Shares,  enter  into an  underwriting  agreement  in  customary  form  with  the
representative  of the underwriter or underwriters  selected by the Company (the
"Representative").

     4. Limitation on Number of Shares.

          (a)  Notwithstanding any other provision hereof, if the Representative
     advises the Company in writing that marketing  factors require a limitation
     on the number of shares to be underwritten, the Representative may (subject
     to the  limitations  set  forth  below)  limit  the  number of Shares to be
     included in the Registration and underwriting.  The Company shall so advise
     each of the Participating Rightsholders, and the number of


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<PAGE>

     shares of Common Stock that are entitled to be included in the Registration
     and  underwriting  shall be allocated  to the Company,  the Holders and the
     Participating Rightsholders in accordance with Section 5. Subsequent to any
     such reduction,  if any  Participating  Rightsholder  does not agree to the
     terms of any such underwriting,  such  Participating  Rightsholder shall be
     excluded  therefrom by written notice from the Company or the  underwriter.
     Any Shares excluded or withdrawn from such underwriting  shall be withdrawn
     from such Registration.

          (b) If Shares are so  withdrawn  from the  Registration,  the  Company
     shall  then  offer  to all  Participating  Rightsholders  who  have  not so
     withdrawn from the  registration  or whose number of Shares included in the
     Registration have been reduced as a result of marketing factors,  the right
     to include  additional Shares in an aggregate amount equal to the number of
     shares so  withdrawn,  with such shares to be  allocated  among the persons
     requesting additional inclusion in accordance with Section 5 hereof.

     5. Allocation of Shares.  In any  circumstance  in which the  Participating
Rightsholders and the other Holders want to register Shares and Other Shares and
the aggregate  number of such Shares and Other Shares cannot be so included as a
result of  limitations  imposed  by the  underwriters,  the number of Shares and
Other Shares that shall be included shall be allocated  among the  Participating
Rightsholders  and the  other  Holders  pro rata on the  basis of the  aggregate
number of Shares and Other  Shares.  The  Company  shall not limit the number of
Shares  to  be  included  in  a  Registration,  in  order  to  include  in  such
Registration  shares held by  stockholders  with no registration  rights,  in an
offering in which the number of Shares  included in such  offering is limited in
any way or allocated pursuant to Sections 4 or 5.

     6.  Restrictions  on  Public  Sales by  Rightsholders.  To the  extent  not
inconsistent  with applicable law, each  Rightsholder that is timely notified in
writing by the Company or the  Representative,  shall not effect any public sale
or  distribution  (including  a sale  pursuant  to Rule 144) of any issue  being
registered in an underwritten offering, any securities of the Company similar to
any such issue or any securities of the Company convertible into or exchangeable
or exercisable for any such issue, during the 10-day period prior to, and during
the  90-day  period   beginning  on,  the  effective   date  of  the  applicable
Registration Statement, except as part of such Registration.



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<PAGE>

     7. Company Obligations.  In effecting the Registration described in Section
2(b), the Company shall:

          (a) prepare and file with the Commission a  registration  statement on
     such form as the Company may  determine  in its sole  discretion  (provided
     that such form may be used by the Company in accordance with the Securities
     Act)  (such  registration  statement  and all  amendments  and  supplements
     thereto  are  referred  to herein  as the  "Registration  Statement")  with
     respect  to the  Shares and  thereafter  use its best  efforts to cause the
     Registration Statement to become effective as promptly as possible;

          (b) furnish promptly to each Participating Rightsholder such number of
     copies  of  the  prospectus  used  in  connection  with  the   Registration
     Statement,  including a  preliminary  prospectus,  and all  amendments  and
     supplements thereto  (collectively,  the "Prospectus"),  in conformity with
     the  requirements  of the Securities  Act, and such other documents as each
     Participating  Rightsholder  may reasonably  request in order to facilitate
     the disposition of its Shares;

          (c) use its best  efforts to register or qualify the Shares  under the
     securities or "blue sky" laws of such  jurisdictions as shall be reasonably
     requested by each Participating  Rightsholder and to keep such registration
     or  qualification  in  effect  for as  long as the  Registration  Statement
     remains  in  effect;  provided,  however,  that the  Company  shall  not be
     required in connection  therewith or as a condition  thereto to (i) qualify
     generally to do business or to file a general consent to service of process
     in any such  jurisdictions,  (ii) provide any  undertaking  as to which the
     Board of Directors of the Company shall reasonably object or (iii) make any
     change in its charter or bylaws;

          (d) promptly notify each of the  Participating  Rightsholders,  at any
     time when a  Prospectus  is required to be delivered  under the  Securities
     Act, (i) of the happening of any event as a result of which the Prospectus,
     as then in effect, includes an untrue statement of a material fact or omits
     to state a material fact required to be stated therein or necessary to make
     the statements  therein not misleading in light of the  circumstances  then
     existing  or  (ii)  of  the  Company's  reasonable   determination  that  a
     post-effective amendment to the Registration Statement is appropriate;  and
     the Company shall promptly amend or supplement the  Registration  Statement
     and Prospectus to correct any such untrue statement or omission so that, as
     thereafter delivered by any Participating Rightsholder to the purchasers of
     such  securities,   the   Registration   Statement  and  Prospectus  as  so
     supplemented  or  amended,  shall  not  include  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 not misleading in light
     of the  circumstances  under which they were made; and promptly  furnish to
     each  Participating  Rightsholder  a  reasonable  number  of  copies of the
     supplement to or the amendment of the Prospectus as may be necessary;

          (e) promptly notify the  Participating  Rightsholders  of (i) when the
     Registration  Statement,  or any post-effective  amendments thereto,  shall
     have become  effective,  or any supplement to the Prospectus or any amended
     Prospectus shall have been filed; (ii) the receipt of any comments from the
     Commission   concerning  the  Registration   Statement  and  the  Company's
     responses thereto; (iii) the issuance by the Commission of any stop order


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<PAGE>


     suspending  the   effectiveness  of  the  Registration   Statement  or  the
     initiation of any proceedings for that purpose; or (iv) the issuance by any
     state  securities  commission  or other  regulatory  authority of any order
     suspending the qualification or the exemption from  qualification of any of
     the Shares under state securities or Blue Sky laws or the initiation of any
     proceeding  for  that  purpose.  The  Company  will  use  its  commercially
     reasonable  efforts to prevent  the  issuance of any stop order and, if any
     stop  order is  issued,  to obtain  the  lifting  thereof  at the  earliest
     possible time;

          (f)   permit  a  single   firm  of  counsel   designated   as  selling
     stockholder's  counsel by Banco to review the  Registration  Statement  and
     Prospectus and all amendments and supplements thereto for a period of three
     (3)  business  days  prior  to  the  filing  of  such  documents  with  the
     Commission; and

          (g) use its best efforts to cause the Shares to be, and to continue to
     be,  listed  on a  recognized  automated  trading  market  or a  securities
     exchange.

     8.  Termination  of  Registration  Rights.  Each  Rightsholder's  right  to
registration  of the  Shares or  inclusion  of the  Shares  in any  Registration
pursuant to this Agreement shall terminate upon the earlier of: (a) such time as
all (but not less  than all) of such  Rightsholder's  Shares  have  been  either
registered  pursuant to this Agreement or sold, or (b) such time as each of such
Shares may be sold pursuant to Rule 144(k).

     9.  Representations  of the  Company.  The Company  hereby  represents  and
warrants as of the date hereof that:

          (a)  Organization;  Good Standing.  The Company is a corporation  duly
     organized,  validly  existing  and in good  standing  under the laws of its
     jurisdiction of  incorporation  and each  jurisdiction in which it operates
     its business.

          (b) Capitalization.  The Company has a total authorized capitalization
     consisting  of 40,000,000  shares of Common Stock and  2,000,000  shares of
     Preferred  Stock. As of the date hereof,  there are (i) 6,325,000 shares of
     Common Stock issued and  outstanding,  (ii) promissory  notes issued by the
     Company that are  convertible  into an  aggregate  of  2,400,000  shares of
     Common Stock (the "Convertible  Notes"),  and (iii) bridge units consisting
     of an  aggregate  of  1,575,000  shares of Common  Stock  and  warrants  to
     purchase an aggregate of 1,575,000  additional  shares of Common Stock (the
     "Bridge  Units").  As of the date hereof,  there are no shares of Preferred
     Stock issued and  outstanding.  There are no other classes of capital stock
     of the  Company.  All of the shares of Common  Stock  have the same  rights
     and/or  preferences  with  respect  to voting and  dividends.  There are no
     agreements  in effect  which (i) affect the voting  rights of any shares of
     Common Stock,  (ii) restrict the transfer of shares of Common Stock,  other
     than those imposed by federal and state  securities  laws, or (iii) provide
     the holder of any shares of Common  Stock any  rights  with  respect to the
     sale or registration of any of such shares,  other than (A) the Convertible
     Notes,  (B) the  Bridge  Units  and its  underlying  securities,  (C)  this
     Agreement, (D) the Settlement Agreement,  dated October 10, 1995, among the
     Company and the other  parties  listed  therein,  and (E) the  Subscription
     Agreements entered into in connection with the $1,050,000 private placement
     of Common Stock.


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<PAGE>

          (c)  Authorization;  Enforceability.  The  Company has the full right,
     power and authority (i) to enter into,  execute and deliver this Agreement,
     and (ii) to perform all of its  obligations  hereunder.  This Agreement and
     all other agreements,  certificates, documents and instruments contemplated
     hereby, to which the Company is a party,  will be legal,  valid and binding
     obligations  of the Company,  and will be  enforceable  in accordance  with
     their respective terms.

          (d) No  Violations  of Law  or  Order.  The  execution,  delivery  and
     performance of this Agreement by the Company will not violate or contravene
     (i) any  agreements to which it is a party,  (ii) any orders,  judgments or
     decrees or (iii) to the Company's knowledge, any laws or regulations.

          (e) No Litigation. There is no litigation pending, or to the knowledge
     of the Company threatened, against the Company.

          (f) Financial Statements.  The Company will deliver to Banco copies of
     all  audited  financial  statements  prepared  by or for the  Company  upon
     availability.

          (g)  Underwriting  Commitment.  The Company  has  obtained a letter of
     intent from Stratton Oakmont, Inc. ("Underwriter") to underwrite the Public
     Offering  (or any class of stock of the  Company  of which  Banco  will own
     shares).  The Company has provided to Banco copies of all letters of intent
     and  agreements  which  directly  relate  to  the  Public  Offering.   Such
     commitment has not been withdrawn by Underwriter as of the date hereof.

     10. Covenants of the Company. The Company covenants and agrees that it will
use its best efforts to carry out each of its duties and obligations  under this
Agreement and to conduct the Public Offering.

     11. Financial Information.  The Company covenants and agrees to furnish the
following reports to each Rightsholder:

          (a) as soon as  practicable  after the end of the each  fiscal year of
     the  Company,  and in any  event  within  ninety  (90) days  thereafter,  a
     consolidated balance sheet of the Company and its subsidiaries,  if any, as
     at the end of such fiscal year, and  consolidated  statements of income and
     cash flows of the  Company  and its  subsidiaries,  if any,  for such year,
     prepared  in  accordance  with  generally  accepted  accounting  principles
     consistently applied and setting forth in each case in comparative form the
     figures  for  the  previous  fiscal  year,  all in  reasonable  detail  and
     certified by independent public accountants of recognized national standing
     selected by the Company,  and a  capitalization  summary  setting  forth in
     reasonable  detail all issued and  outstanding  securities  of the  Company
     including all warrants,  options and rights with respect to same, as of the
     end of such fiscal year;

          (b) as soon as  practicable  after the end of the first,  second,  and
     third quarterly  accounting periods in each fiscal year of the Company, and
     in any event within forty-five (45) days thereafter, a consolidated balance
     sheet of the  Company and its  subsidiaries,  if any, as at the end of each
     such quarterly period, and consolidated statements of income


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     and cash flows of the Company and its subsidiaries, if any, for such period
     and for the  current  fiscal  year to date,  prepared  in  accordance  with
     generally accepted accounting  principles  consistently applied and setting
     forth in comparative form the figures for the corresponding  periods of the
     previous  fiscal year,  subject to changes  resulting from normal  year-end
     audit  adjustments,  all in reasonable  detail,  except that such financial
     statements  need not  contain  the notes  required  by  generally  accepted
     accounting principles; and

          (c) from  the  date  the  Company  becomes  subject  to the  reporting
     requirements of the Exchange Act, and in lieu of the financial  information
     required  pursuant to Sections 11(a) and (b),  copies of its annual reports
     on Form 10-K and its quarterly reports on Form 10-Q, respectively.

     12.  Restrictions  on the  Participating  Rightsholders.  In the  event the
Company gives a notice to the Participating Rightsholders pursuant to subsection
7(d) or subsection  7(e)(iii) or (iv) hereof (any such notice, a "Discontinuance
Notice"), each Participating Rightsholder will forthwith discontinue disposition
of  registered   Shares  pursuant  to  the  Registration   Statement  until,  as
applicable,  (i) each Participating  Rightsholder  receives from the Company the
supplemented  or amended  Prospectus  contemplated  by  subsection  7(d) hereof,
including  any  additional  or  supplemental  filings that are  incorporated  by
reference in the supplemented or amended Prospectus,  or (ii) each Participating
Rightsholder  is advised in writing by the Company  that any stop order has been
lifted.  If so directed by the Company,  each  Participating  Rightsholder  will
deliver  to the  Company  (at the  Company's  expense)  all  copies,  other than
permanent file copies then in such Participating  Rightsholder's  possession, of
the Prospectus  covering such registered Shares that was current at the time the
Participating Rightsholders received the Discontinuance Notice.

     13. Other  Securities.  A  Registration  Statement  filed  pursuant to this
Agreement  may include  other  securities  of the Company  with respect to which
registration  rights have been or may be granted and may include  securities  of
the  Company  being sold for its own  account,  and  nothing  contained  in this
Agreement shall be construed as limiting or restricting the Company's ability to
file  additional  registration  statements  under the Securities Act to register
securities for selling stockholders or for its own account.

     14. Changes in Common Stock.  If, and as often as, there are any changes in
the  Common  Stock  by  way of  stock  split,  stock  dividend,  combination  or
reclassification,   or  through   merger,   consolidation,   reorganization   or
recapitalization, or by any other means, appropriate adjustment shall be made in
the  provisions  hereof,  as may be required,  so that the rights and privileges
granted hereby shall continue with respect to the Shares as so changed.

     15. Furnishing Information.  Each Participating  Rightsholder shall furnish
to the  Company  at such time as the  Company  shall  reasonably  request,  such
information  regarding  such  Participating  Rightsholder,  its Shares,  and the
intended  method  of  disposition  of such  securities  as shall  be  reasonably
required  to  effect  the  registration  of  the  Shares.   Each   Participating
Rightsholder  shall execute such documents in connection with such  registration
as the Company may reasonably request.


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     16.  Expenses  of  Registration.  All  Registration  Expenses  incurred  in
connection with this Agreement shall be borne by the Company.

     17. Indemnification.

          (a)  The  Company  will  indemnify  each  Rightsholder,  each  of  its
     officers,  directors and  partners,  legal  counsel,  and  accountants,  as
     applicable,  and each  person  controlling  such  Rightsholder  within  the
     meaning of Section 15 of the Securities Act, against all expenses,  claims,
     losses, and liabilities (or actions, proceedings, or settlements in respect
     thereof) arising out of or based on any untrue statement (or alleged untrue
     statement)  of a material  fact  contained in any  Registration  Statement,
     Prospectus,  offering circular, or other document, or based on any omission
     (or  alleged  omission)  to state  therein a material  fact  required to be
     stated therein or necessary to make the statements  therein not misleading,
     or any  violation  by the  Company  of the  Securities  Act or any  rule or
     regulation  thereunder  applicable to the Company and relating to action or
     inaction required of the Company in connection with any such  registration,
     qualification, or compliance, and will reimburse such Rightsholder, each of
     its officers, directors,  partners, legal counsel, and accountants and each
     person controlling such Rightsholder,  for any legal and any other expenses
     reasonably  incurred in  connection  with  investigating  and  defending or
     settling any such claim, loss, damage,  liability, or action, provided that
     the Company will not be liable in any such case to the extent that any such
     claim, loss, damage, liability, or expense arises out of or is based on any
     untrue  statement or omission based upon written  information  furnished to
     the  Company by such  Rightsholder  and stated to be  specifically  for use
     therein.  It is  agreed  that the  indemnity  agreement  contained  in this
     Section 17 shall not apply to amounts paid in  settlement of any such loss,
     claim, damage,  liability, or action if such settlement is effected without
     the  consent  of the  Company  (which  consent  shall  not be  unreasonably
     withheld.)

          (b) Each  Rightsholder  will, if Shares are included in the securities
     as to  which  such  registration,  qualification,  or  compliance  is being
     effected, indemnify the Company, each of its directors, officers, partners,
     legal counsel, and accountants, as applicable, each person who controls the
     Company within the meaning of Section 15 of the Securities  Act, each other
     Rightsholder,  and each of their  officers,  directors,  and  partners,  as
     applicable,  and each person  controlling such  Rightsholders,  against all
     claims,  losses,  damages and liabilities  (or actions in respect  thereof)
     arising  out of or  based  on  any  untrue  statement  (or  alleged  untrue
     statement) of a material fact contained in any such registration statement,
     prospectus,  offering  circular,  or other  document,  or any  omission (or
     alleged  omission) to state  therein a material  fact required to be stated
     therein or necessary to make the  statements  therein not  misleading,  and
     will  reimburse  the Company and such  Rightsholder,  directors,  officers,
     partners, legal counsel,  accountants,  or control persons for any legal or
     any other expenses  reasonably incurred in connection with investigating or
     defending any such claim, loss, damage,  liability, or action, in each case
     to the extent,  but only to the  extent,  that such  untrue  statement  (or
     alleged untrue statement) or omission (or alleged omission) is made in such
     registration statement, prospectus, offering circular, or other document in
     reliance upon and in conformity with written  information  furnished to the
     Company by such Rightsholder and stated to be specifically for use therein,
     provided, however, that the obligations of such


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<PAGE>

     Rightsholder hereunder shall not apply to amounts paid in settlement of any
     such  claims,  losses,  damages,  or  liabilities  (or  actions  in respect
     thereof)  if such  settlement  is  effected  without  the  consent  of such
     Rightsholder (which consent shall not be unreasonably withheld).

          (c) Each party entitled to indemnification  under this Section 17 (the
     "Indemnified  Party")  shall give  notice to the party  required to provide
     indemnification (the "Indemnifying  Party") promptly after such Indemnified
     Party  has  actual  knowledge  of any  claim as to which  indemnity  may be
     sought,  and shall permit the  Indemnifying  Party to assume the defense of
     such claim or any litigation resulting therefrom, provided that counsel for
     the Indemnifying  Party, who shall conduct the defense of such claim or any
     litigation resulting therefrom,  shall be approved by the Indemnified Party
     (whose  approval shall not be unreasonably  withheld),  and the Indemnified
     Party may participate in such defense at such party's expense, and provided
     further  that  the  failure  of any  Indemnified  Party to give  notice  as
     provided herein shall not relieve the Indemnifying Party of its obligations
     under this  Section 17, to the extent such failure is not  prejudicial.  No
     Indemnifying Party, in the defense of any such claim or litigation,  shall,
     except with the consent of each Indemnified Party,  consent to entry of any
     judgment  or  enter  into  any  settlement  that  does  not  include  as an
     unconditional  term thereof the giving by the claimant or plaintiff to such
     Indemnified  Party of a release from all liability in respect to such claim
     or  litigation.  Each  Indemnified  Party shall  furnish  such  information
     regarding  itself or the claim in  question  as an  Indemnifying  Party may
     reasonably  request  in  writing  and as shall be  reasonably  required  in
     connection with defense of such claim and litigation resulting therefrom.

          (d) If the indemnification  provided for in this Section 17 is held by
     a court of competent jurisdiction to be unavailable to an Indemnified Party
     with respect to any loss, liability,  claim, damage, or expense referred to
     therein,  then  the  Indemnifying  Party,  in  lieu  of  indemnifying  such
     Indemnified Party hereunder, shall contribute to the amount paid or payable
     by such  Indemnified  Party as a result  of such  loss,  liability,  claim,
     damage,  or expense,  in such  proportion as is  appropriate to reflect the
     relative  fault  of  the  Indemnifying  Party  on  the  one  hand  and  the
     Indemnified  Party  on the  other in  connection  with  the  statements  or
     omissions that resulted in such loss, liability,  claim, damage, or expense
     as well as any other relevant equitable considerations.  The relative fault
     of the Indemnifying  Party and of the Indemnified Party shall be determined
     by reference to, among other things,  whether the untrue or alleged  untrue
     statement of a material fact or the omission or alleged omission to state a
     material fact relates to information  supplied by the Indemnifying Party or
     by the  Indemnified  Party and the  parties'  relative  intent,  knowledge,
     access to information, and opportunity to correct or prevent such statement
     or omission.

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


                                        9

<PAGE>

     18.  Transfer or  Assignment  of  Registration  Rights.  The rights of each
Rightsholder  granted under this  Agreement to cause the Company to register the
Shares may be  transferred or assigned by such  Rightsholder  to a transferee or
assignee of his or her Shares, provided, that the transferee or assignee of such
rights assumes the  obligations of such  Rightsholder  under this Agreement and,
provided  further,  that the Company is given  written  notice at the time of or
within a reasonable time after said transfer or assignment, stating the name and
address of the transferee or assignee and identifying the Shares with respect to
which  such  registration  rights  are  being  transferred  or  assigned.  If  a
Rightsholder  (other  than Banco) owns less than  100,000  Shares (as  presently
constituted  and  subject to  subsequent  adjustments  for stock  splits,  stock
dividends,  reorganizations,  reclassifications and the like), such Rightsholder
may only exercise the  registration  rights  provided in this Agreement  through
Banco as its agent.

     19. Notices. Any notice required or permitted under this Agreement shall be
given in  writing  and  shall be deemed  effectively  given  and  received  upon
personal  delivery  to the  party  to be  notified,  on the  next  business  day
following delivery to a nationally  recognized  overnight courier service,  upon
the  transmission  of a  facsimile  or five days after  deposit  with the United
States Post Office,  by  registered  or certified  mail,  postage  prepaid,  and
addressed  to the  party to be  notified  at the  address  or  facsimile  number
indicated  below for such  party,  or at such  other  address  as such party may
designate upon written notice to the other parties (except that notice of change
of address shall be deemed given upon receipt).

                  If to the Company:

                           ReSeal Food Dispensing Systems, Inc.
                           342 Madison Avenue, Suite 1034
                           New York, NY  10173
                           Facsimile No.:  212-682-4720
                           Attention:  David Brenman

                  With a copy to:

                           Kramer, Levin, Naftalis & Frankel
                           919 Third Avenue
                           New York, NY  10022
                           Facsimile No.:  212-715-8000
                           Attention:  Scott Rosenblum, Esq.

                  If to Banco:

                           Felipe IV
                           28014 Madrid
                           SPAIN
                           Facsimile No.:  011-34-1-522-6821
                           Attention:  Raphael Nunez


                                       10

<PAGE>

                  With a copy to:

                           Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                           399 Park Avenue
                           22nd Floor
                           New York, NY  10022
                           Facsimile No.:  212-872-1002
                           Attn:  Alan Siegel, Esq.

     If to a  Rightsholder  other than Banco,  to the last known address of such
Rightsholder.

     20. Entire Agreement. This Agreement constitutes the entire agreement among
the parties with respect to the subject  matter  hereof and thereof,  supersedes
all prior agreements and understandings, written or oral, among the parties with
respect thereto, and no party shall be liable or bound to any other party in any
manner by any promises, conditions,  warranties,  representations,  or covenants
except as specifically set forth herein or therein.

     21.  Amendments and Waivers.  Any term of this Agreement may be amended and
the observance of any term of this Agreement may be waived (either  generally or
in a particular instance and either retroactively or prospectively),  only by an
instrument  in writing and signed by the party  against  whom such  amendment or
waiver is sought to be enforced.

     22. Successors and Assigns. The Company may not assign any of its rights or
liabilities under this Agreement without the prior written consent of Banco. The
rights granted to Banco  pursuant to this Agreement may be assigned  without the
prior written consent of the Company. The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the respective  successors and
permitted assigns of the parties. Nothing in this Agreement, express or implied,
is intended  to confer  upon any party  other than the  parties  hereto or their
respective successors and permitted assigns any rights,  remedies,  obligations,
or  liabilities  under or by  reason  of this  Agreement,  except  as  expressly
provided in this Agreement.

     23.  Governing Law. This  Agreement,  including the validity hereof and the
rights  and  obligations  of the  parties  hereunder,  and  all  amendments  and
supplements hereof and all waivers and consents hereunder, shall be construed in
accordance  with and governed by the domestic  substantive  laws of the State of
New  York  without  giving  effect  to any  choice  of law or  conflicts  of law
provision or rule that would cause the  application of the domestic  substantive
laws of any other jurisdiction.

     24.  Severability.  If any  provisions of this  Agreement as applied to any
party or to any  circumstance  shall be  adjudged  by a court to be  invalid  or
unenforceable,  the same  shall in no way  affect  any other  provision  of this
Agreement,  the application of such provision in any other  circumstances or the
validity or enforceability of this Agreement.

     25. Further  Assurances.  Each of the parties agrees to execute and deliver
such additional documents and/or instruments,  and to take such further actions,
as may reasonably be required from time to time to carry out the intent, purpose
and provisions of this Agreement.


                                       11

<PAGE>

     26.  Section  Headings.  The  Section  headings  contained  herein  are for
convenience  of reference  only,  are not part of this  Agreement  and shall not
limit or otherwise affect the meaning of this Agreement.

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


                                       12

<PAGE>

     IN WITNESS  WHEREOF,  the undersigned have caused this Agreement to be duly
executed as of the date first above written.


                                     RESEAL FOOD DISPENSING SYSTEMS, INC.


                                     By:  /s/ David Brenman
                                          -------------------------
                                          Name: David Brenman
                                          Title: President


                                     BANCO INVERSION, S.A.


                                     By:  /s/ Rafael Nunez
                                          -------------------------
                                          Name: Rafeal Nunez
                                          Title:


                                       13