EXHIBIT
        10.2

       

      REGISTRATION
        RIGHTS AGREEMENT

       

      AGREEMENT
        dated as
        of December 21,
        2005, among Mercator Momentum Fund, L.P. ("MMF"),
        Mercator Momentum Fund III, L.P. ("MMF
        III"),
        Monarch Pointe Fund, Ltd. ("Monarch")
        (collectively, the "Funds"),
        M.A.G. Capital, LLC ("MAG")
        (the Funds and any other holder being referred to as a "Holder"
        and collectively as the "Holders"),
        and Interactive Television Networks, Inc., a Nevada corporation (the
        "Company").

       

      WHEREAS,
        pursuant to a Subscription Agreement dated even date herewith among MAG,
        the
        Funds and the Company (the "Subscription
        Agreement"),
        on the date hereof the Funds and MAG have agreed to purchase, in exchange
        for
        (a) tendering the IBD Securities (as defined in the Subscription Agreement)
        owned by the Funds, (b) assigning the IBD Agreements (as defined in the
        Subscription Agreement), and (c) paying an aggregate of $2,000,000 in cash,
        an
        aggregate of 3,333,333 shares of Series A Convertible Preferred Stock (the
        "Series
        A Stock")
        from the Company, and have the right to cause the Series A Stock to be converted
        into shares of Common Stock, $0.001 par value (the "Common
        Stock"),
        of the Company, pursuant to the conversion formula set forth in the Certificate
        of Designation of Preferences and Rights of Series A Convertible Preferred
        Stock
        as filed with the Secretary of State of the State of Nevada (the "Certificate
        of Designation");

       

      WHEREAS,
        the Funds and MAG have acquired warrants (the "Warrants")
        from the Company, pursuant to which the Funds and MAG have the right to purchase
        in the aggregate up to 265,000 shares of Common Stock; 

       

      WHEREAS,
        the Company desires to grant to the Holders the registration rights set forth
        herein with respect to the shares of Common Stock issuable upon the conversion
        of the Series A Stock and the exercise of the Warrants.

       

      NOW,
        THEREFORE,
        the parties hereto mutually agree as follows: 

       

      1.  Registrable
        Securities.
        As used
        herein the terms "Registrable
        Security"
        means
        each of the shares of Common Stock issued (i) upon the conversion of the
        Series
        A Stock (the "Conversion
        Shares")
        and
        (ii) upon exercise of the Warrants (the "Warrant
        Shares"),
        provided, however, that with respect to any particular Registrable Security,
        such security shall cease to be a Registrable Security as of the date of
        determination that (a) it has been effectively registered under the
        Securities Act of 1933, as amended (the "Securities
        Act"),
        and
        disposed of pursuant thereto, or (b) registration under the Securities
        Act
        is no longer required for the immediate public distribution of such security.
        The term "Registrable
        Securities"
        means
        any and/or all of the securities falling within the foregoing definition
        of a
        "Registrable Security." In the event of any merger, reorganization,
        consolidation, recapitalization or other change in corporate structure affecting
        the Common Stock, such adjustment shall be made in the definition of
        "Registrable Security" as is appropriate in order to prevent any dilution
        or
        enlargement of the rights granted pursuant to this Section 1.

       

      
        
          
          

        

        
          -1-

          
            

          

        

        
          
          

        

      

      2.  Registration.

       

      (a)  The
        Company shall file a registration statement (the "Registration
        Statement")
        with the Securities and Exchange Commission (the "SEC")
        no later than the date that is one hundred thirty (130) days after the Closing
        Date (as defined in the Subscription Agreement) in order to register the
        resale
        of the Registrable Securities under the Securities Act. The Company shall
        cause
        the Registration Statement to become effective no later than two hundred
        eighty
        (280) days after the Closing Date. Once effective, the Company shall maintain
        the effectiveness of the Registration Statement until the earliest of the
        following dates (the "Expiration
        Date")
        (i) the date that all of the Registrable Securities have been sold,
        or
        (ii) the date that the Company receives an opinion of counsel to the
        Company that all of the Registrable Securities may be freely traded without
        registration under the Securities Act, under Rule 144 promulgated
        under the
        Securities Act or otherwise..

       

      (b)  The
        Company will initially include in the Registration Statement as Registrable
        Securities three million five hundred ninety-eight thousand three hundred
        thirty-three (3,598,333) shares of Common Stock, which number represents
        the
        number of shares of Common Stock the Series A Stock may be converted into
        on the
        date hereof plus the number of Warrant Shares which may be obtained upon
        exercise of the Warrant on the date hereof.

       

      (c)  If
        the
        Company fails to file the Registration Statement with the SEC by the date
        that
        is one hundred thirty (130) days after the Closing Date, the Company shall
        pay
        to Holders an amount equal to One Thousand Dollars ($1,000) per day until
        the
        Registration Statement is declared effective.

       

      3.  Covenants
        of the Company with Respect to Registration.

       

      The
        Company covenants and agrees as follows: 

       

      (a)  If
        any stop order shall be issued by the SEC in connection therewith, the Company
        shall use commercially reasonable efforts to obtain promptly the removal
        of such
        order. Following the effective date of the Registration Statement, the Company
        shall, upon the request of any Holder, forthwith supply such reasonable number
        of copies of the Registration Statement, preliminary prospectus and prospectus
        meeting the requirements of the Securities Act, and any other documents
        necessary or incidental to the public offering of the Registrable Securities,
        as
        shall be reasonably requested by the Holder to permit the Holder to make
        a
        public distribution of the Holder's Registrable Securities. The obligations
        of
        the Company hereunder with respect to the Holder's Registrable Securities
        are
        subject to the Holder's furnishing to the Company such appropriate information
        concerning the Holder, the Holder's Registrable Securities and the terms
        of the
        Holder's offering of such Registrable Securities as the Company may reasonably
        request in writing.

       

      (b)  The
        Company shall pay all costs, fees and expenses in connection with the
        Registration Statement filed pursuant to Section 2 hereof including,
        without limitation, the Company's legal and accounting fees, printing expenses,
        and blue sky fees and expenses; provided, however, that each Holder shall
        be
        solely responsible for the fees of any counsel retained by the Holder in
        connection with such registration and any transfer taxes or underwriting
        discounts, commissions or fees applicable to the Registrable Securities sold
        by
        the Holder pursuant thereto.

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

      (c)  The
        Company will take all actions which may be required to qualify or register
        the
        Registrable Securities included in the Registration Statement for the offer
        and
        sale under the securities or blue sky laws of such states as are reasonably
        requested by each Holder of such securities, provided that the Company shall
        not
        be obligated to execute or file any general consent to service of process
        or to
        qualify as a foreign corporation to do business under the laws of any such
        jurisdiction. 

       

      4.  Additional
        Terms.

       

      (a)  The
        Company shall indemnify and hold harmless the Holders and each underwriter,
        within the meaning of the Securities Act, who may purchase from or sell for
        any
        Holder, any Registrable Securities, from and against any and all losses,
        claims,
        damages and liabilities caused by any untrue statement of a material fact
        contained in the Registration Statement, any other registration statement
        filed
        by the Company under the Securities Act with respect to the registration
        of the
        Registrable Securities, any post-effective amendment to such registration
        statements, or any prospectus included therein or caused by any omission
        to
        state therein a material fact required to be stated therein or necessary
        to make
        the statements therein not misleading, except insofar as such losses, claims,
        damages or liabilities are caused by any such untrue statement or omission
        based
        upon information furnished or required to be furnished in writing to the
        Company
        by the Holders or underwriter expressly for use therein, which indemnification
        shall include each person, if any, who controls any Holder or underwriter
        within
        the meaning of the Securities Act and each officer, director, employee and
        agent
        of each Holder and underwriter; provided, however, that the indemnification
        in
        this Section 4(a) with respect to any prospectus shall not inure to
        the
        benefit of any Holder or underwriter (or to the benefit of any person
        controlling any Holder or underwriter) on account of any such loss, claim,
        damage or liability arising from the sale of Registrable Securities by the
        Holder or underwriter, if a copy of a subsequent prospectus correcting the
        untrue statement or omission in such earlier prospectus was provided to such
        Holder or underwriter by the Company prior to the subject sale and the
        subsequent prospectus was not delivered or sent by the Holder or underwriter
        to
        the purchaser prior to such sale and provided further, that the Company shall
        not be obligated to so indemnify any Holder or any such underwriter or other
        person referred to above unless the Holder or underwriter or other person,
        as
        the case may be, shall at the same time indemnify the Company, its directors,
        each officer signing the Registration Statement and each person, if any,
        who
        controls the Company within the meaning of the Securities Act, from and against
        any and all losses, claims, damages and liabilities caused by any untrue
        statement of a material fact contained in the Registration Statement, any
        registration statement or any prospectus required to be filed or furnished
        by
        reason of this Agreement or caused by any omission to state therein a material
        fact required to be stated therein or necessary to make the statements therein
        not misleading, insofar as such losses, claims, damages or liabilities are
        caused by any untrue statement or omission based upon information furnished
        in
        writing to the Company by the Holder or underwriter expressly for use therein.
        

       

      (b)  The
        Holders shall indemnify and hold harmless the Company, from and against any
        and
        all losses, claims, damages and liabilities caused by any untrue statement
        of a
        material fact contained in the Registration Statement, any registration
        statement or any prospectus required to be filed or furnished by reason of
        this
        Agreement or caused by any omission to state therein a material fact required
        to
        be stated therein or necessary to make the statements therein not misleading,
        insofar as such losses, claims, damages or liabilities are caused by any
        material untrue statement or material omission based upon information furnished
        in writing to the Company by any Holder expressly for use therein.

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

      (c)  If
        for any reason the indemnification provided for in the preceding section
        is held
        by a court of competent jurisdiction to be unavailable to an indemnified
        party
        with respect to any loss, claim, damage, liability or expense referred to
        therein, then the indemnifying party, in lieu of indemnifying such
        indemnified party thereunder, shall contribute to the amount paid or payable
        by
        the indemnified party as a result of such loss, claim, damage or liability
        in
        such proportion as is appropriate to reflect the relative fault of the
        indemnified party and the indemnifying party, as well as any other relevant
        equitable considerations. 

       

      (d)  Promptly
        after receipt by an indemnified party under this Section 4 of notice
        of the
        commencement of any action (including
        any
        governmental action), such indemnified party will, if a claim in respect
        thereof
        is to be made against any indemnifying party under this Section 4,
        deliver
        to the indemnifying party a written notice of the commencement thereof, and
        the
        indemnifying party shall have the right to participate in, and, to the extent
        the indemnifying party so desires, to assume the defense thereof with counsel
        mutually satisfactory to the parties; provided,
        however,
        that an
        indemnified party shall have the right to retain its own counsel, with the
        fees
        and expenses to be paid by the indemnifying party, if representation of such
        indemnified party by the counsel retained by the indemnifying
        party
        would be inappropriate due to actual or potential conflict of interests between
        such indemnified party and any other party represented by such counsel in
        such
        proceeding. The failure to deliver written notice to the indemnifying party
        within a reasonable time of the commencement of any such action shall relieve
        such indemnifying party of liability to the indemnified party under this
        Section 4 only to the extent the indemnifying party is prejudiced
        as a
        result thereof.

       

      (e)  Neither
        the filing of a Registration Statement by the Company pursuant to this Agreement
        nor the making of any request for prospectuses by the Holder shall impose
        upon
        any Holder any obligation to sell the Holder's Registrable Securities.


       

      (f)  Each
        Holder, upon receipt of notice from the Company that an event has occurred
        which
        requires a Post-Effective Amendment to the Registration Statement or a
        supplement to the prospectus included therein, shall promptly discontinue
        the
        sale of Registrable Securities until the Holder receives a copy of a
        supplemented or amended prospectus from the Company, which the Company shall
        provide as soon as practicable after such notice. 

       

      (g)  If
        the Company fails to keep the Registration Statement referred to above
        continuously effective during the requisite period, then the Company shall,
        promptly upon the request of any Holder, use commercially reasonable efforts
        to
        update the Registration Statement or file a new registration statement covering
        the Registrable Securities remaining unsold, subject to the terms and provisions
        hereof, so that the registration of such unsold Registered Securities is
        maintained for a number of days beyond the Expiration Date equal to the number
        of days that the Holder is unable to sell pursuant to Section 4(f)
        above.

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

      (h)  Each
        Holder agrees to provide the Company with any information or undertakings
        reasonably requested by the Company in order for the Company to include any
        appropriate information concerning the Holder in the Registration Statement
        or
        in order to promote compliance by the Company or the Holder with the Securities
        Act. 

       

      ()  Each
        Holder, by its acceptance of the Registrable Securities, agrees to cooperate
        with the Company as reasonably requested by the Company in connection with
        the
        preparation and filing of a Registration Statement hereunder.

       

      (j)  Each
        Holder, on behalf of itself, its affiliates, its successors and assigns and
        any
        other direct or indirect transferee holding any of the Warrants, the Series
        A
        Stock or the Registrable Securities, hereby covenants and agrees not to,
        directly or indirectly, offer to "short sell", contract to "short sell" or
        otherwise "short sell" or encourage others to "short sell" any securities
        of the
        Company, including, without limitation, shares of Common Stock that will
        be
        received as a result of the conversion of the Series A Stock or the exercise
        of
        the Warrants; provided, however, that nothing contained herein shall prohibit
        the Funds or MAG from selling any Registrable Securities "against the box."
        

       

      5.  Governing
        Law.
        The
        Registrable Securities will be, if and when issued, delivered in California.
        This
        Agreement shall be deemed to have been made and delivered in the State of
        California
        and
        shall be governed as to validity, interpretation, construction, effect and
        in
        all other respects by the internal substantive laws of the State of California,
        without
        giving effect to the choice of law rules thereof. 

       

      6.  Amendment.
        This
        Agreement may only be amended by a written instrument executed by the Company
        and the Holders. 

       

      7.  Entire
        Agreement.
        This
        Agreement constitutes the entire agreement of the parties hereto with respect
        to
        the subject matter hereof, and supersedes all prior agreements and
        understandings of the parties, oral and written, with respect to the subject
        matter hereof. 

       

      8.  Execution
        in 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
        document. 

       

      9.  Notices.
        All
        communications hereunder shall be in writing and shall be hand delivered,
        mailed
        by first-class mail, couriered by next-day air courier or by facsimile at
        the
        addresses set forth below. 

       

       

      
        	 	If
                to the Funds	
                c/o
                  M.A.G. Capital, LLC

                555 South
                  Flower Street, Suite 4200

                Los Angeles,
                  CA 90071

                Attention:
                  David Firestone

              
	 	 	 
	 	With
                a copy to	
                Sheppard
                  Mullin Richter & Hampton LLP

                333
                  South Hope Street

                48th
                  Floor

                Los
                  Angeles, CA 90071-1448

                Telephone
                  No.: (213) 620-1780

                Facsimile
                  No.: (213) 620-1398

                Attention: David
                  C. Ulich

              
	 	 	 
	 	If
                to the Company,	
                Interactive
                  Television Networks, Inc.

                28202
                  Cabot Road, Suite 300

                Laguna
                  Niguel, CA 92677

                Telephone
                  No.: (949) 365-5655

                Facsimile
                  No.: (888)
                  886-1305

                Attention:
                  Murray Williams, CFO

              


      

      
      

       

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

         

      

      All
        such
        notices and communications shall be deemed to have been duly given: (i) when
        delivered by hand, if personally delivered; (ii) five business days after
        being
        deposited in the mail, postage prepaid, if mailed certified mail, return
        receipt
        requested; (iii) one business day after being timely delivered to a next-day
        air
        courier guaranteeing overnight delivery; (iv) the date of transmission if
        sent
        via facsimile to the facsimile number as set forth in this Section or the
        signature page hereof prior to 4:00 p.m. on a business day, or (v) the business
        day following the date of transmission if sent via facsimile at a facsimile
        number set forth in this Section or on the signature page hereof after 4:00
        p.m.
        or on a date that is not a business day. Change of a party's address or
        facsimile number may be designated hereunder by giving notice to all of the
        other parties hereto in accordance with this Section.

      


      10.  Binding
        Effect; Benefits.
        Any
        Holder may assign its rights hereunder. This Agreement shall inure to the
        benefit of, and be binding upon, the parties hereto and their respective
        heirs,
        legal representatives, successors and permitted assigns. Nothing herein
        contained, express or implied, is intended to confer upon any person other
        than
        the parties hereto and their respective heirs, legal representatives and
        successors, any rights or remedies under or by reason of this Agreement.
        

       

      11.  Headings.
        The
        headings contained herein are for the sole purpose of convenience of reference,
        and shall not in any way limit or affect the meaning or interpretation of
        any of
        the terms or provisions of this Agreement. 

       

      12.  Severability.
        Any
        provision of this Agreement which is held by a court of competent jurisdiction
        to be prohibited or unenforceable in any jurisdiction(s) shall be, as to
        such
        jurisdiction(s), ineffective to the extent of such prohibition or
        unenforceability without invalidating the remaining provisions of this Agreement
        or affecting the validity or enforceability of such provision in any other
        jurisdiction. 

       

      13.  Jurisdiction.
        Each of
        the parties irrevocably agrees that any and all suits or proceedings based
        on or
        arising under this Agreement may be brought only in and shall be resolved
        in the
        federal or state courts located in the City of Los Angeles, California
        and
        consents to the jurisdiction of such courts for such purpose. Each of the
        parties irrevocably waives the defense of an inconvenient forum to the
        maintenance of such suit or proceeding in any such court. Each of the parties
        further agrees that service of process upon such party mailed by first class
        mail to the address set forth in Section 9 shall be deemed in every respect
        effective service of process upon such party in any such suit or proceeding.
        Nothing herein shall affect the right of either party
        to serve
        process in any other manner permitted by law. Each of the parties agrees
        that a
        final non-appealable judgment in any such suit or proceeding shall be conclusive
        and may be enforced in other jurisdictions by suit on such judgment or in
        any
        other lawful manner.

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

      14.  Attorneys'
        Fees and Disbursements.
        If any
        action at law or in equity is necessary to enforce or interpret the terms
        of
        this Agreement, the prevailing party or parties shall be entitled to receive
        from the other party or parties reasonable attorneys’ fees and disbursements in
        addition to any other relief to which the prevailing party or parties may
        be
        entitled. 

       

      [The
        balance of this page is intentionally left blank.]

       

      


       


      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF,
        this Agreement has been executed and delivered by the parties hereto as of
        the
        date first above written.

       

      
        	 	 	 
	 	INTERACTIVE
                TELEVISION NETWORKS, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                 

                Name:

              	
                

                Michael Martinez
	 	Its:	President
	 	 	 
	 	FUNDS:	 
	 	 	 
	 	 	Mecator
                Momentum Fund, L.P. 
	
                 

              	
                By: 

              	
                 

                
                  

                

                David
                  Firestone

                Managing
                  Partner

              
	 	 	
                 

              
	 	 	 
	 	
                 

              	Mecator
                Momentum Fund III, L.P.
	 	 	 
	 	
                By: 
                  

              	
                 

                
                  

                

                David
                  Firestone

                Managing
                  Partner

              
	 	 	 
	 	 	 
	 	 	Monarch
                Pointe Fund Ltd.
	 	 	 
	 	
                By: 

              	
                 

                
                  

                  David
                    Firestone

                  Managing
                    Partner

                

              
	 	 	 
	 	 	 
	 	MAG:	 
	 	 	M.A.G.
                Capital, LLC
	 	 	 
	 	
                By: 
                  

              	
                 

                
                  

                

                David
                  Firestone 

                Managing
                  Partner

              
	 	
              
	 	 


      

       

       

       

      
        
          
          

        

        
          -8-