Exhibit 10.4

                         REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT, dated as of the __ day of January,
2000, between the entities listed on Schedule A (collectively referred to as the
"Holders"), and Intelliworxx, Inc., a corporation incorporated under the laws of
the State of Florida (the "Company").

          WHEREAS, pursuant to the Securities Purchase Agreement dated as of
January __, 2000 (the "Purchase Agreement"), the Investors will be purchasing
Common Stock and Warrants (hereinafter collectively referred to as the
"Securities") of the Company at the Purchase Price as set forth in the Purchase
Agreement; All capitalized terms not hereinafter defined shall have that meaning
assigned to them in the Purchase Agreement.

          WHEREAS, the Company desires to grant to the Holders the registration
rights set forth herein with respect to the Securities set forth in the Purchase
Agreement.

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

          Section 1. Registrable Securities. As used herein the term
"Registrable Security" shall mean the Initial Shares and Warrant Shares: (i) in
respect of which a registration statement (covering these securities) has not
been declared effective by the SEC, (ii) which have not been sold under
circumstances under which all of the applicable conditions of Rule 144 (or any
similar provision then in force) under the Securities Act ("Rule 144") are met,
(iii) which have not been otherwise transferred to holders who may trade such
shares without restriction under the Securities Act, or (iv) the sales of which,
in the opinion of counsel to the Company, are subject to any time, volume or
manner limitations pursuant to Rule 144(k) (or any similar provision then in
effect) under the Securities Act. 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.

          Section 2. Restrictions on Transfer. The Holders acknowledge and
understand that prior to the registration of the Registrable Securities as
provided herein and prior to an exemption to registration being available, the
Registrable Securities are "restricted securities" as defined in Rule 144
promulgated under the Securities Act. The Holders understand that no disposition
or transfer of the Registrable Securities or the Securities may be made by the
Holders in the absence of (i) an opinion of counsel to the Company that such
transfer may be made without registration under the Securities Act and state
law, or (ii) such registration.

          Section 3. Registration Rights.

                  (a) In the event that the Company does not raise an additional
$8,000,000 in equity financing at an equivalent price per share of common stock
of $7.00 or higher within 75 days from the signing of this Agreement, the
Company agrees that it will prepare and file with the Securities and Exchange
Commission ("SEC"), by July 1, 2000, a registration statement (on Form S-3, or

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other applicable registration statement) under the Securities Act (the
"Registration Statement"), at the sole expense of the Company (except as
provided in Section 3(c) hereof), in respect of the Holders for resale under the
Securities Act of the Registrable Securities. The Company shall cause the
Registration Statement to become effective within 50 calendar days after the
Company has received its first comment letter from the SEC pertaining to the
Registration Statement. The number of shares of Common Stock designated in the
Registration Statement to be registered shall be to the Initial Shares and one
hundred percent (100%) of the Warrant Shares.

                  (b) The Company will maintain the effectiveness of the
Registration Statement or any amendment required to be filed by the Company
under this Section 3 hereof under the Securities Act until the earlier of (i)
the date that all of the Registrable Securities have been sold pursuant to the
Registration Statement, (ii) the date the holders thereof receive an opinion of
counsel that all of the Registrable Securities may be sold (without volume
limitation) under the provisions of Rule 144 or (iii) nine months after the
Effective Date .

                  (c) All fees, disbursements, out-of-pocket expenses and costs
incurred by the Company in connection with the preparation and filing of the
Registration Statement under subparagraph 3(a) and in complying with applicable
securities and blue sky laws (including, without limitation, all attorneys'
fees) shall be borne by the Company. The Holders shall bear the cost, pro rata,
of underwriting discounts and commissions, if any, applicable to the Registrable
Securities being registered and the fees and expenses of their counsel. The
Company shall qualify any of the Registrable Securities for sale in such states
as the Holders reasonably designate and shall furnish indemnification in the
manner provided in Section 6 hereof. However, the Company shall not be required
to qualify in any state that will require an escrow or other restriction
relating to the Company and/or the sellers. The Company at its expense will
supply the Holders with copies of the Registration Statement and the prospectus
or offering circular included therein and other related documents in such
quantities as may be reasonably requested by the Holders.

                  (d) In the event the Company does not raise an additional
$8,000,000 in equity financing at an equivalent price per share of common stock
of $7.00 or higher within 75 days from the signing of this Agreement and the
Registration Statement to be filed by the Company pursuant to Section 3(a) above
is not filed with the SEC on or before July 1, 2000 and/or the Registration
Statement is not declared effective by the SEC on or before the fiftieth
calendar day after the Company has received its first comment letter from the
SEC pertaining to the Registration Statement, then the Company will pay to the
Holders (pro rated on a daily basis), as liquidated damages for such failure and
not as a penalty, two (2%) percent of the market value (based upon the Bid Price
on such day) of the then outstanding Initial Shares, and the Warrant Shares, for
the first thirty (30) calendar day period, and three percent (3%) for every
thirty day period thereafter, until the Registration Statement has been filed
and/or declared effective. The Company shall also be responsible for the
aforementioned liquidated damages in the event the Company files the
Registration Statement with the SEC and subsequently withdraws the Registration
Statement. Such payment of the liquidated damages shall be made to the Holders
in cash, immediately upon written demand, provided, however, that the payment of
such liquidated damages shall not relieve the Company from its obligations to

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register the Registrable Securities pursuant to this Section and registration
shall not relieve the Company from any obligation to pay liquidated damages. If
the Company does not remit the damages to the Holders as set forth above, the
Company will pay the Holders' reasonable costs of collection, including
reasonable attorney's fees, in addition to the liquidated damages. The
registration of the Securities pursuant to this provision shall not affect or
limit Holders' other rights or remedies as set forth in this Agreement.

                  (f) The Company agrees that within five calendar days after
being notified by the SEC that the Registration Statement has been cleared to go
effective, the Company will declare the Registration Statement effective. The
Company also agrees that it shall respond in writing to any questions and/or
comments from the SEC that relate to the Registration Statement within ten
calendar days of receipt of such question or comment.

                  (g) In the event the number of shares of Common Stock included
in the Registration Statement shall be insufficient to cover the number of
Registrable Securities due to the Holders under the terms of the Purchase
Agreement, the Company agrees that it shall file either a new Registration
Statement including such additional shares or amend the then existing
Registration Statement. The Company agrees that in such event it will file with
the SEC either an amendment to the then existing Registration Statement or a new
Registration Statement within 30 days of when required hereunder, and use its
best efforts to cause either such amendment or such Registration Statement to
become effective within 90 calendar days from when required. If such amendment
or new Registration Statement is not filed and/or declared effective in a timely
manner as set forth herein, the Company shall be subject to liquidated damages
as pursuant to the provisions of Section 3(d) above.

                  (h) In addition to any other registration rights the Holders
may have, in the event all of the Registrable Securities are not included in an
effective registration statement at such time, the Holders shall have the right
to include all of the Registrable Securities as part of any two registrations of
securities filed by the Company (other than in connection with a transaction
contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8)
and must be notified in writing of such filing. Each Holder shall have five
Business Days to notify the Company in writing as to whether the Company is to
include such Holder(s) or not include such Holder(s) as part of the
registration; provided, however, that if any registration pursuant to this
Section shall be underwritten, in whole or in part, the Company may require that
the such Registrable Securities requested for inclusion pursuant to this Section
be included in the underwriting on the same terms and conditions as the
securities otherwise being sold through the underwriters. If in the good faith
judgment of the underwriter evidenced in writing of such offering only a limited
number of shares should be included in such offering, or no such shares should
be included, the Holder(s), and all other selling stockholders, shall be limited
to registering such proportion of their respective shares as shall equal the
proportion that the number of shares of selling stockholders permitted to be
registered by the underwriter in such offering bears to the total number of all
shares then held by all selling stockholders desiring to participate in such
offering. In the event the Holder is given the bona fide opportunity to have
their Registrable Securities included in a registration statement and declines
on two separate occasions, it will no longer have any rights under Section 3(a)
through 3(d) of this Agreement.

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          Section 4. Cooperation with Company. Each Holder will cooperate with
the Company in all respects in connection with this Agreement, including timely
supplying all information reasonably requested by the Company and executing and
returning all documents reasonably requested in connection with the registration
and sale of the Registrable Securities.

          Section 5. Registration Procedures. If and whenever the Company is
required by any of the provisions of this Agreement to effect the registration
of any of the Registrable Securities under the Securities Act, the Company shall
(except as otherwise provided in this Agreement), as expeditiously as possible:

                  (a) prepare and file with the SEC such amendments and
supplements to the Registration Statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective and
to comply with the provisions of the Securities Act with respect to the sale or
other disposition of all Registrable securities covered by such registration
statement whenever the Holder of such securities shall desire to sell or
otherwise dispose of the same (including prospectus supplements with respect to
the sales of securities from time to time in connection with a registration
statement pursuant to Rule 415 promulgated under the Securities Act);

                  (b) furnish to each Holder copies of the Registration
Statement (and any amendments thereto), a summary prospectus or other
prospectus, including a preliminary prospectus or any amendment or supplement to
any prospectus, in conformity with the requirements of the Securities Act, and
shall also furnish such other documents as such Holder may reasonably request in
order to facilitate the public sale or other disposition of the Securities owned
by such Holder;

                  (c) register and qualify the Registrable securities covered by
the Registration Statement under such other securities or blue sky laws of such
jurisdictions as the Holders shall reasonably request, and do any and all other
acts and things which may be necessary or advisable to enable each Holder to
consummate the public sale or other disposition in such jurisdiction of the
securities owned by such Holder, except that the Company shall not for any such
purpose be required to qualify to do business as a foreign corporation in any
jurisdiction wherein it is not so qualified, or to file therein any general
consent to service of process, or to qualify any of the securities for sale in
any state which will require an escrow or other restriction relating to the
Company and/or sellers;

                  (d) list such securities on the principal national securities
exchange on which any securities of the Company are then listed;

                  (e) notify each Holder of Registrable Securities covered by
the Registration Statement, at any time when a prospectus relating thereto
covered by the Registration Statement is required to be delivered under the
Securities Act, of the happening of any event of which the executive officers of
the Company have knowledge, as a result of which the prospectus included in the
Registration Statement, 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 the light of the
circumstances then existing.

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                  (f) If, prior to June 1, 2000, the Company files a
Registration Statement related to an underwritten public offering of Common
Stock (a "Company Initiated Public Offering") and is advised by the managing
underwriter(s) in writing that such offering would in its or their opinion be
adversely affected by the inclusion of the Registrable Securities in such filing
then the Company may include the Registrable Securities in such registration
statement only if the Holders agree to enter into a binding agreement with the
underwriter(s) not to sell, or dispose of only Registrable Securities for a
period not to exceed 90 days from the effective date of such registration
statement, but only if all other shareholders listed in such registration
statement are subject to the same restrictions.

          Section 6. Indemnification.

                  (a) The Company agrees to indemnify and hold harmless the
Holders, and each officer, director or person, if any, who controls each Holder
within the meaning of the Securities Act ("Distributing Holder") against any
losses, claims, damages or liabilities, joint or several (which shall, for all
purposes of this Agreement, include, but not be limited to, all costs of defense
and investigation and all reasonable attorneys' fees), to which the Distributing
Holder may become subject, under the Securities Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in the Registration Statement, or any related
preliminary prospectus, final prospectus, offering circular, notification or
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading; provided,
however, that the Company (i) will not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in the Registration Statement, preliminary prospectus, final prospectus,
offering circular, notification or amendment or supplement thereto in reliance
upon, and in conformity with, written information furnished to the Company by
the Distributing Holder, specifically for use in the preparation thereof, or
(ii) cannot pay any amounts paid in settlement of any loss, claim, damage or
liability if such settlement is effected without the consent of the Company,
which consent shall not be unreasonably withheld. This Section 6(a) shall not
inure to the benefit of any Distributing Holder with respect to any person
asserting such loss, claim, damage or liability who purchased the Registrable
Securities which are the subject thereof if the Distributing Holder failed to
send or give (in violation of the Securities Act or the rules and regulations
promulgated thereunder) a copy of the prospectus contained in such Registration
Statement to such person at or prior to the written confirmation of such person
of the sale of such Registrable Securities, where the Distributing Holder was
obligated to do so under the Securities Act or the rules and regulations
promulgated thereunder. This indemnity provision will be in addition to any
liability that the Company may otherwise have.

                  (b) Each Distributing Holder agrees that it will indemnify and
hold harmless the Company, each officer, director, or person, if any, who
controls the Company within the meaning of the Securities Act (each a "Company

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Indemnitee"), and each other Distributing Holder, against any losses, claims,
damages or liabilities, joint or several (which shall, for all purposes of this
Agreement, include, but not be limited to, all costs of defense and
investigation and all reasonable attorneys' fees) to which any Company
Indemnitee or other Distributing Holder may become subject under the Securities
Act or otherwise, insofar as such losses claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in the Registration
Statement, or any related preliminary prospectus, final prospectus, offering
circular, notification or amendment or supplement thereto, or arise out of or
are based upon the omission or the alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, but in each case only to the extent that such untrue statement
or alleged untrue statement or omission or alleged omission was made in the
Registration Statement, preliminary prospectus, final prospectus, offering
circular, notification or amendment or supplement thereto in reliance upon, and
in conformity with, written information furnished to the Company by such
Distributing Holder, specifically for use in the preparation thereof. This
indemnity provision will be in addition to any liability that the Distributing
Holder may otherwise have.

                  (c) Promptly after receipt by an indemnified party under this
Section 6 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 6, notify the indemnifying party of the commencement thereof;
but the omission so to notify the indemnifying party will not relieve the
indemnifying party from any liability which it may have to any indemnified party
otherwise than as to the particular item as to which indemnification is then
being sought solely pursuant to this Section 6. In case any such action is
brought against any indemnified party, and it notifies the indemnifying party of
the commencement thereof, the indemnifying party will be entitled to participate
in, and, to the extent that it may wish, jointly with any other indemnifying
party similarly notified, assume the defense thereof, subject to the provisions
herein stated and after notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof, the indemnifying party
will not be liable to such indemnified party under this Section 6 for any legal
or other expenses subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of investigation, unless
the indemnifying party shall not pursue the action to its final conclusion. The
indemnified party shall have the right to employ separate counsel in any such
action and to participate in the defense thereof, but the fees and expenses of
such counsel shall not be at the expense of the indemnifying party if the
indemnifying party has assumed the defense of the action with counsel reasonably
satisfactory to the indemnified party; provided that if the indemnified party is
the Distributing Holder, the fees and expenses of such counsel shall be at the
expense of the indemnifying party if (i) the employment of such counsel has been
specifically authorized in writing by the indemnifying party, or (ii) the named
parties to any such action (including any impleaded parties) include both the
Distributing Holder and the indemnifying party and the Distributing Holder shall
have been advised by such counsel that there may be one or more legal defenses
available to the indemnifying party different from or in conflict with any legal
defenses which may be available to the Distributing Holder (in which case the
indemnifying party shall not have the right to assume the defense of such action
on behalf of the Distributing Holder, it being understood, however, that the
indemnifying party shall, in connection with any one such action or separate but

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substantially similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances, be liable only for the reasonable
fees and expenses of one separate firm of attorneys for the Distributing Holder,
which firm shall be designated in writing by the Distributing Holder). No
settlement of any action against an indemnified party shall be made without the
prior written consent of the indemnified party, which consent shall not be
unreasonably withheld.

          Section 7. Contribution. In order to provide for just and equitable
contribution under the Securities Act in any case in which (i) the indemnified
party makes a claim for indemnification pursuant to Section 6 hereof but is
judicially determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that the express provisions of Section 6 hereof provide
for indemnification in such case, or (ii) contribution under the Securities Act
may be required on the part of any indemnified party, then the Company and the
applicable Distributing Holder shall contribute to the aggregate losses, claims,
damages or liabilities to which they may be subject (which shall, for all
purposes of this Agreement, include, but not be limited to, all costs of defense
and investigation and all attorneys' fees), in either such case (after
contribution from others) on the basis of relative fault as well as any other
relevant equitable considerations. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand or the applicable
Distributing Holder on the other hand, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and the Distributing Holder agree that it
would not be just and equitable if contribution pursuant to this Section 7 were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in this
Section 7. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages or liabilities (or actions in respect thereof) referred
to above in this Section 7 shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.

          Section 8. Notices. All notices, demands, requests, consents,
approvals, and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein, shall be (i) personally served,
(ii) deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a Business Day between the hours of 9:00 a.m. and 5:00 p.m. where
such notice is to be received), or the first Business Day following such
delivery (if delivered other than on a Business Day between the hours of 9:00
a.m. and 5:00 p.m. where such notice is to be received), (b) on the second

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Business Day following the date of mailing by reputable courier service, fully
prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur, or (c) five calendar days after sent by regular
mail. The addresses for such communications shall be:

     If to the Company:

                           Intelliworxx Inc.
                           1819 Main Street, Suite 1101
                           Sarasota, FL 34326
                           Attention: Christopher J. Floyd
                           Facsimile: (941) 365-1204
                           Telephone: (941) 365-7790

     If to the Investors at their respective addresses set forth on Schedule A.

     Any party hereto may from time to time change its address or facsimile
number for notices under this Section 8 by giving at least five calendar days'
prior written notice of such changed address or facsimile number to the other
party hereto.

          Section 9. Assignment. This Agreement is binding upon and inures to
the benefit of the parties hereto and their respective heirs, successors and
permitted assigns. In the event of a transfer of the rights granted under this
Agreement, the Holders agree that the Company may require that the transferee
comply with reasonable conditions as determined in the discretion of the
Company.Each Holder may only assign their rights under this Agreement in
connection with one or more private sales of Registrable Securities to no more
than two persons. Any rights so assigned may not be reassigned by the assignee.

          Section 10. Counterparts; Facsimile; Amendments. This Agreement may be
executed in multiple counterparts, each of which may be executed by less than
all of the parties and shall be deemed to be an original instrument which shall
be enforceable against the parties actually executing such counterparts and all
of which together shall constitute one and the same instrument. Except as
otherwise stated herein, in lieu of the original documents, a facsimile
transmission or copy of the original documents shall be as effective and
enforceable as the original. This Agreement may be amended as to the Holders,
any holder of the Registrable Securities and their respective successors and
assigns, if the Company shall obtain the written consent of the registered
holders of not less than two-thirds of the Registrable Securities. No provision
of this Agreement may be waived, or discharged orally, but only by an agreement
in writing signed by the party or parties against whom enforcement of any waiver
or discharge is sought or by parties with the right to consent to such waiver or
discharge on behalf of such party.

          Section 11. Termination of Registration Rights. This Agreement shall
terminate as to each Holder (and permitted transferees or assignees) upon the
occurrence of any of the following:

          (a) all Holder's Securities subject to this Agreement have been
registered;

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          (b) all of such Holder's Securities subject to this Agreement may be
sold without such registration pursuant to Rule 144 promulgated by the SEC
pursuant to the Securities Act; and

          (c) all of such Holder's Securities subject to this Agreement can be
sold pursuant to Rule 144(k) without limitation.

          Section 12. Headings. The headings in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.

          Section 13. Governing Law: Venue; Jurisdiction. This Agreement will be
exclusively construed and enforced in accordance with and governed by the laws
of the State of New York, except for matters arising under the Securities Act,
without reference to principles of conflicts of law. Each of the parties
consents to the exclusive jurisdiction of the U.S. District Court sitting in the
Southern District of the State of New York in connection with any dispute
arising under this Agreement and hereby waives, to the maximum extent permitted
by law, any objection, including any objection based on forum non conveniens, to
the bringing of any such proceeding in such jurisdictions. Each party hereby
agrees that if another party to this Agreement obtains a judgment against it in
such a proceeding, the party which obtained such judgment may enforce same by
summary judgment in the courts of any country having jurisdiction over the party
against whom such judgment was obtained, and each party hereby waives any
defenses available to it under local law and agrees to the enforcement of such a
judgment. Each party to this Agreement irrevocably consents to the service of
process in any such proceeding by the mailing of copies thereof by registered or
certified mail, postage prepaid, to such party at its address set forth herein.
Nothing herein shall affect the right of any party to serve process in any other
manner permitted by law.

          Section 14. Severability. If any provision of this Agreement shall for
any reason be held invalid or unenforceable, such invalidity or unenforceablity
shall not affect any other provision hereof and this Agreement shall be
construed as if such invalid or unenforceable provision had never been contained
herein. Terms not otherwise defined herein shall be defined in accordance with
the Agreement.

          Section 15. Capitalized Terms. All capitalized terms not otherwise
defined herein shall have the meaning assigned to them in the Subscription
Agreement.

          Section 16. Entire Agreement. This Agreement, together with all
documents referenced herein, embodies the entire agreement and understanding
between the parties hereto with respect to the subject matter hereof and
supersedes all prior oral or written agreements and understandings relating to
the subject matter hereof. No statement, representation, warranty, covenant or
agreement of any kind not expressly set forth in this Agreement shall affect, or
be used to interpret, change or restrict, the express terms and provisions of
this Agreement.


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          IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be duly executed, on the day and year first above written.

Intelliworxx, Inc.

By  /s/
  ---------------------------------
   Name: Christopher J. Floyd
   Title:  C.F.O.

                                            Jules & Susan Marx

                                            -----------------------

                                            Dr. Alvin & Nola Marx

                                            -----------------------

                                            Barry Minsky

                                            -----------------------

                                            Mr. Larry Zalk

                                            -----------------------

                                            Mr. Thomas Bass

                                            -----------------------

                                            Dr. Rodney Schoremmer

                                            -----------------------

                                            Mr. Morty and Ms. Beth Lorge

                                            -----------------------

                                            Mr. Mike Karu

                                            -----------------------

                                            Dr. Roger Schwartz

                                            -----------------------

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                                            Needham Partners Group

                                            By_______________________
                                          Name:
                                         Title:

                                            Todd Hawkins

                                            -----------------------


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