REGISTRATION RIGHTS AGREEMENT

         This  Registration  Rights  Agreement  (this  "Agreement")  is made and
entered into as of March 2, 2005,  among  RoomLinX,  Inc., a Nevada  corporation
(the "Company"),  and the purchasers  signatory hereto (each such purchaser is a
"Purchaser" and all such purchasers are, collectively, the "Purchasers").

         This Agreement is made pursuant to the Securities  Purchase  Agreement,
dated as of the date hereof  among the Company and each of the  Purchasers  (the
"Purchase Agreement").

         The Company and the Purchasers hereby agree as follows:

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

                  "Commission" shall mean the Securities and Exchange Commission
or any other federal agency at the time administering the Securities Act.

                  "Exchange Act" shall mean 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.

                  "Holders"   shall  mean  the   Purchaser  and  any  holder  of
Registrable  Securities  to  whom  the  registration  rights  conferred  by this
Agreement have been transferred.

                  "Registrable   Securities"   shall  mean  (i)   Common   Stock
underlying  the  Debentures  and Warrants held by the Holders or (ii) any Common
Stock issued as a dividend or other  distribution with respect to or in exchange
for or in replacement of the stock referenced in (i) above.

                  The terms "register",  "registered" and  "registration"  shall
refer  to a  registration  effected  by  preparing  and  filing  a  registration
statement  in  compliance  with the  Securities  Act and  applicable  rules  and
regulations thereunder,  and the declaration or ordering of the effectiveness of
such registration statement.

                  "Registration  Expenses"  shall mean all expenses  incurred by
the Company in  compliance  with the  registration  obligation  of the  Company,
including,  without  limitation,  all  registration  and filing  fees,  printing
expenses, fees and disbursements of counsel for the Company.

                  "Restricted  Securities"  shall  mean  the  securities  of the
Company required to bear or bearing the legend set forth in Section 3 hereof.

                  "Selling  Expenses"  shall  mean all  underwriting  discounts,
selling commissions and expense allowances applicable to the sale of Registrable
Securities and all fees and disbursements of counsel for any Holder.

<PAGE>

2.  Restrictions  on  Transferability.  The Securities and any other  securities
issued in  respect  of the  Securities  upon any stock  split,  stock  dividend,
recapitalization,   merger,  consolidation,  or  similar  event,  shall  not  be
transferred  except  upon the  conditions  specified  in this  Agreement,  which
conditions  are  intended  to  ensure  compliance  with  the  provisions  of the
Securities  Act.  Any  transferee  of such  securities  shall take and hold such
securities  subject to the provisions and upon the conditions  specified in this
Agreement.

3. Restrictive Legend. Each certificate representing the Securities,  the shares
of Common Stock  underlying the Securities  and any other  securities  issued in
respect   of  the   Securities   upon   any   stock   split,   stock   dividend,
recapitalization,   merger,   consolidation  or  similar  event,  shall  (unless
otherwise permitted or unless the securities evidenced by such certificate shall
have been registered under the Securities Act) be stamped or otherwise imprinted
with a legend  substantially  in the  following  form (in addition to any legend
required under applicable state securities laws):

         THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE BEEN ACQUIRED FOR
         INVESTMENT  AND HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF
         1933,  AS  AMENDED  (THE  "ACT") OR ANY  STATE  SECURITIES  LAWS.  SUCH
         SECURITIES  MAY NOT BE SOLD OR OFFERED  FOR SALE IN THE ABSENCE OF SUCH
         REGISTRATION  OR AN OPINION OF COUNSEL  SATISFACTORY TO THE COMPANY AND
         ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT.

                  Upon  request  of  Purchaser,  the  Company  shall  remove the
         foregoing  legend  from the  certificate  or issue to such holder a new
         certificate  therefor  free  of any  transfer  legend,  if,  with  such
         request,  the Company shall have received  either an opinion of counsel
         or the  "no-action"  letter referred to in Section 4 to the effect that
         any  transfer  by  such  holder  of the  securities  evidenced  by such
         certificate  will not violate the Securities  Act and applicable  state
         securities  laws,  unless  any  such  transfer  legend  may be  removed
         pursuant  to Rule 144 or any  successor  rule,  in  which  case no such
         opinion or "no-action" letter shall be required.

                  The Company  acknowledges and agrees that a Purchaser may from
         time to time pledge pursuant to a bona fide margin agreement or grant a
         security interest in some or all of the Registrable  Securities and, if
         required  under  the  terms of such  arrangement,  such  Purchaser  may
         transfer pledged or secured  Registrable  Securities to the pledgees or
         secured parties.  Further,  no notice shall be required of such pledge.
         At the appropriate  Purchaser's  expense,  the Company will execute and
         deliver such reasonable  documentation as a pledgee or secured party of
         Securities  may  reasonably  request  in  connection  with a pledge  or
         transfer of the Registrable  Securities,  including the preparation and
         filing of any required  prospectus  supplement  under Rule 424(b)(3) of
         the Securities Act or other applicable  provision of the Securities Act
         to appropriately amend the list of selling stockholders thereunder.

         Certificates  evidencing  shares  of  Common  Stock  (including  shares
         underlying  the  Warrants)  shall not  contain  any  legend (i) while a
         registration   statement  covering  the  resale  of  such  security  is
         effective  under the Securities Act, or (ii) following any sale of such
         shares  pursuant to Rule 144, or (iii) if such shares are  eligible for
         sale under Rule 144(k),  or (iv) if such legend is not  required  under
         applicable  requirements  of the  Securities  Act  (including  judicial

                                      -2-
<PAGE>

         interpretations   and  pronouncements   issued  by  the  staff  of  the
         Commission).  If  all or any  portion  of a  Debenture  or  Warrant  is
         converted   or   exercised  at  a  time  when  there  is  an  effective
         registration statement to cover the resale of the underlying shares, or
         if such underlying shares of Common Stock may be sold under Rule 144 or
         if such legend is not otherwise required under applicable  requirements
         of the Securities Act (including judicial interpretations thereof) then
         such underlying shares shall be issued free of all legends. The Company
         agrees that following the effective date of the registration  statement
         required  to be filed  hereunder  or at such time as such  legend is no
         longer  required,  it will, no later than three trading days  following
         the  delivery by a Purchaser to the Company or the  Company's  transfer
         agent of a certificate  representing shares of Common Stock issued with
         a  restrictive  legend,  deliver  or  cause  to be  delivered  to  such
         Purchaser a certificate  representing such shares that is free from all
         restrictive and other legends. The Company may not make any notation on
         its records or give  instructions  to any transfer agent of the Company
         that enlarge the restrictions on transfer set forth in this Section.

4. Notice of Proposed  Transfers.  The holder of each  certificate  representing
Restricted  Securities  by acceptance  thereof  agrees to comply in all respects
with the  provisions  of this Section 4. Prior to any  proposed  transfer of any
Restricted  Securities,  the holder  thereof  shall give  written  notice to the
Company of such  holder's  intention to effect such  transfer.  Each such notice
shall  describe  the  manner  and  circumstances  of the  proposed  transfer  in
sufficient detail, and shall be accompanied by either (i) if required, a written
opinion of legal counsel to the holder who shall be reasonably  satisfactory  to
the Company,  addressed to the Company, to the effect that the proposed transfer
of the Restricted  Securities  may be effected  without  registration  under the
Securities  Act or (ii) a "no-action"  letter from the  Commission to the effect
that the distribution of such securities without registration will not result in
a  recommendation  by the staff of the  Commission  that  action  be taken  with
respect  thereto,  whereupon the holder of such Restricted  Securities  shall be
entitled to transfer such Restricted  Securities in accordance with the terms of
the notice delivered by such holder to the Company. The Company will not require
such a legal opinion or "no action" letter (x) in any  transaction in compliance
with Rule 144  promulgated  under the Securities  Act, (y) in any transaction in
which the Purchaser distributes Restricted Securities solely to its stockholders
on a pro rata basis for no  consideration,  or (z) in any transaction in which a
holder  which  is  a  partnership  or  limited  liability  company   distributes
Restricted  Securities solely to its partners or members, as applicable,  for no
consideration;  provided that each transferee agrees in writing to be subject to
the  terms  of this  Section  4.  Each  certificate  evidencing  the  Restricted
Securities  transferred as above provided shall bear the restrictive  legend set
forth in Section 3 above.

5. Registration.

                           (i) At any time before the third  anniversary  of the
date of this  Agreement,  whenever the Company  proposes to file a  registration
statement pursuant to the Securities Act with the SEC, other than a registration
relating to the offering or issuance of shares in  connection  with (i) employee
compensation or benefit plans or (ii) one or more acquisition transactions under
a Registration  Statement on Form S-4 or Form S-1 under the Securities Act (or a
successor  to Form S-4 or Form  S-1),  the  Company  shall  give each  Holder of
Registrable  Securities  written notice (the "Company  Notice") of the Company's

                                      -3-
<PAGE>

intention to file a  registration  statement at least  fifteen days prior to the
date the Company proposes to file such registration statement. The Company shall
include in such registration  statement the Registrable Securities unless either
(i) the Registrable  Securities are included in a registration statement that is
effective  under the  Securities  Act, or (ii) a Holder gives the Company notice
not  to  include  such  Holder's  Registrable  Securities  in  the  registration
statement within ten days of such Holder's receipt of the Company Notice.

                           (ii)  If the  Company  has not  filed a  registration
statement  covering the resale of the Registrable  Securities within four months
from the date hereof,  and the Company shall receive a written request signed by
holders holding the majority of the Registrable  Securities for the registration
of any of such shares (the "Demand  Notice"),  the Company  shall give notice to
all holders of such request and give them the  opportunity to join such request,
and the Company shall prepare and file with Commission a registration  statement
under the  Securities  Act,  covering  the shares of Common  Stock which are the
subject  of such  requests  and  shall  use  its  best  efforts  to  cause  such
registration  statement to become effective under the Securities Act, as soon as
practicable  and  shall  use its  best  efforts  to  maintain  the  registration
effective  for a period of 24 months  (or so long as a Holder is  subject to the
volume limitations of Rule 144(e) under the Securities Act).

                           (iii)  Notwithstanding  the  foregoing,  the  Company
shall not be  obligated  to take any action  pursuant  to this  Section 5 in any
particular  jurisdiction  in which the  Company  would be  required to execute a
general   consent  to  service  of  process  in  effecting  such   registration,
qualification or compliance  unless the Company is already subject to service in
such jurisdiction and except as may be required by the Securities Act.

                           (iv) In the event that (i) the Company  fails to file
the  registration  statement  pursuant  to  Section  5(ii)  within 45 days after
receipt of the Demand  Notice;  or (ii) if such  registration  statement has not
been declared  effective within 90 days following the date of filing or (iii) if
after a Registration Statement is first declared effective by the Commission, it
ceases for any reason to remain  continuously  effective  as to all  Registrable
Securities  for which it is  required  to be  effective,  or the Holders are not
permitted  to  utilize  the  prospectus   therein  to  resell  such  Registrable
Securities,  for in any such case 20 consecutive  calendar days but no more than
an aggregate of 40 calendar  days during any 12 month period  (which need not be
consecutive  trading  days) (any such failure or breach being  referred to as an
"Event,"  and for  purposes  of clause  (i) or (ii) the date on which such Event
occurs,  or for  purposes of clause  (iii) the date which such 20 or 40 calendar
day period, as applicable is exceeded), the Company shall pay to each Purchaser,
as liquidated  damages and not as a penalty,  an amount in cash equal to 1.5% of
the aggregate  purchase  price paid by such  Purchaser  pursuant to the Purchase
Agreement  upon the  occurrence  of each  such  Event  and for each  such  month
thereafter (or partial period  thereof) of  noncompliance.  Notwithstanding  the
foregoing  payments by the Company,  each  Purchaser may seek any other remedies
available by law. If the Company fails to pay any liquidated damages pursuant to
this Section in full within seven days after the date payable,  the Company will
pay interest  thereon at a rate of 12% per annum (or such lesser  maximum amount
that is permitted to be paid by applicable  law) to the Holder,  accruing  daily
from the date such liquidated damages are due until such amounts,  plus all such
interest thereon, are paid in full. The liquidated damages pursuant to the terms
hereof  shall apply on a pro-rata  basis for any portion of a month prior to the
cure of any default.

                                      -4-
<PAGE>

6. Expenses of Registration.  The Company shall bear all  Registration  Expenses
incurred  in  connection  with any  registration,  qualification  or  compliance
pursuant to this Agreement and all underwriting  discounts,  selling commissions
and expense  allowances  applicable to the sale of any securities by the Company
for its own account in any registration.  All Selling Expenses shall be borne by
the Holders whose  securities are included in such  registration pro rata on the
basis of the number of their Registrable Securities so registered.

7.       Indemnification.

                           (i) The Company will indemnify  each Holder,  each of
its  officers,  directors,  agents,  employees  and  partners,  and each  person
controlling  such Holder,  with respect to each  registration,  qualification or
compliance  effected pursuant to this Agreement,  and each underwriter,  if any,
and each person who  controls  any  underwriter,  and their  respective  counsel
against all claims, losses, damages 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  prospectus,
offering  circular or other  document  prepared by the  Company  (including  any
related registration  statement,  notification or the like) incident to any such
registration,  qualification or compliance, 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 each such Holder, each of its officers,  directors,  agents, employees
and partners, and each person controlling such Holder, each such underwriter and
each  person  who  controls  any such  underwriter,  for any legal and any other
expenses as they are reasonably  incurred in connection with  investigating  and
defending 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 (or action,  proceeding  or  settlement  in
respect  thereof) arises primarily and directly out of or is based on any untrue
statement (or alleged untrue statement) or omission (or alleged omissions) based
upon written information  furnished to the Company by such Holder or underwriter
and stated to be specifically for use therein.

                           (ii) Each Holder  whose  Registrable  Securities  are
included in any registration,  qualification or compliance  effected pursuant to
this Agreement  will  indemnify the Company,  each of its directors and officers
and each  underwriter,  if any, of the  Company's  securities  covered by such a
registration statement, each person who controls the Company or such underwriter
within  the  meaning  of the  Securities  Act  and  the  rules  and  regulations
thereunder,  each other such Holder and each of their  officers,  directors  and
partners,  and each person controlling such Holder, and their respective counsel
against  all claims,  losses,  damages  and  liabilities  (or actions in respect
thereof) arising  primarily and directly 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  Holders,  directors,  officers,  partners,
persons,  underwriters or control persons and their counsel for any legal or any

                                      -5-
<PAGE>

other expenses as they are 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 Holder
and stated to be  specifically  for use  therein;  provided,  however,  that the
obligations of such Holders hereunder shall be limited to an amount equal to the
net  proceeds to each such  Holder of  securities  sold under such  registration
statement,  prospectus,  offering  circular or other  document  as  contemplated
herein.

                           (iii) Each party  entitled to  indemnification  under
this Section 7 (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 any
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 unreasonably be withheld),  and the Indemnified  Party
may participate in such defense at such party's  expense;  and provided  further
that if any Indemnified Party reasonably concludes that there may be one or more
legal defenses available to it that are not available to the Indemnifying Party,
or that such  claim or  litigation  involves  or could have an effect on matters
beyond the scope of this Agreement,  then the  Indemnified  Party may retain its
own counsel at the expense of the  Indemnifying  Party,  provided  that only one
such counsel shall be designated by all of the  Indemnified  Parties in any such
situation;  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 Agreement unless and only to the extent that such failure
to give notice  results in material  prejudice  to the  Indemnifying  Party.  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 which 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.

                           (iv)  If the  indemnification  provided  for in  this
Section 7 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 herein,  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 of the Indemnified Party on the other
in  connection  with the  statements or omissions  which  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  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.

                                      -6-
<PAGE>

8. Transfer or Assignment of Rights. The benefits to the Holder hereunder may be
transferred  or assigned by a Holder to a  transferee  or assignee of any of the
Restricted  Securities,  provided that the Company is given written notice prior
to the time that such right is  exercised,  stating the name and address of said
transferee or assignee and identifying the securities with respect to which such
registration rights are being transferred or assigned; provided further that the
transferee or assignee of such rights assumes in writing the  obligations of the
Holder under this Agreement.

9.  Registration  Procedures.  In the  case of a  registration  effected  by the
Company  pursuant to this  Agreement,  the Company  will keep each Holder who is
entitled  to  registration  benefits  hereunder  advised  in  writing  as to the
initiation  of  each  registration  and as to  the  completion  thereof.  At its
expense, the Company will:

                  (i) Prepare and file with the Commission  such  amendments and
supplements to such registration statement and the prospectus used in connection
with  such  registration  statement  as may be  necessary  to  comply  with  the
provisions of the Securities  Act with respect to the  disposition of securities
covered by such registration statement;

                  (ii)  Respond  as  promptly  as  reasonably  possible  to  any
comments  received from the Commission with respect to a registration  statement
or any amendment thereto;

                  (iv)  Notify the  Holders  and their  counsel as  promptly  as
reasonably possible and (if requested by any such person) confirm such notice in
writing no later than one trading day following the day (i)(A) when a Prospectus
or any  Prospectus  supplement  or  post-effective  amendment to a  registration
statement is to be filed and (B) with respect to a registration statement or any
post-effective amendment, when the same has become effective;

                  (v) Furnish such number of  prospectuses  and other  documents
incident  thereto,  including  supplements  and  amendments,  as  a  Holder  may
reasonably request;

                  (vi) Furnish to each selling Holder,  upon request,  a copy of
all documents  filed with and all  correspondence  from or to the  Commission in
connection with any such registration statement (redacting any information which
may constitute material nonpublic  information) other than nonsubstantive  cover
letters and the like;

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

                  (viii) Comply with all applicable rules and regulations of the
Commission;

                  (ix) Each  selling  Holder  shall  furnish to the Company upon
request a  certified  statement  as to (i) the number of shares of Common  Stock
beneficially owned by such Holder,  (ii) the controlling  person thereof,  (iii)
whether such Holder is a  broker-dealer  and (iv) such other  information as the
Commission shall reasonably request.

                                      -7-
<PAGE>

                  (x) Notify the Holders  and their  counsel in writing no later
than two trading days  following the  occurrence of any event or passage of time
that  makes  the  financial  statements  included  in a  Registration  Statement
ineligible  for  inclusion  therein or any statement  made in such  Registration
Statement  or  Prospectus  or  any  document   incorporated   or  deemed  to  be
incorporated  therein  by  reference  untrue  in any  material  respect  or that
requires  any  revisions to such  Registration  Statement,  Prospectus  or other
documents so that, in the case of such Registration Statement or Prospectus,  as
the case may be, it will not contain any untrue  statement of a material fact or
omit to state any material  fact  required to be stated  therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading.

         For not more than  twenty (20)  consecutive  days or for a total of not
more than forty  (40) days in any twelve  (12) month  period,  the  Company  may
suspend the use of any  Prospectus  included in any  Registration  Statement  in
connection  with any of the events  described  in clause (x) above (an  "Allowed
Delay");  provided,  that the Company  shall  promptly (a) notify the Holders in
writing of the existence of (but in no event,  without the prior written consent
of a Holder,  shall the  Company  disclose  to such  Holder  any of the facts or
circumstances  regarding)  material  non-public  information  giving  rise to an
Allowed  Delay,  (b) advise the  Holders in writing to cease all sales under the
Registration Statement until the end of the Allowed Delay and (c) use reasonable
efforts to terminate an Allowed Delay as promptly as practicable.

10. Rule 144 Reporting.  With a view to making available the benefits of certain
rules  and  regulations  of the  Commission  which  may  permit  the sale of the
Restricted Securities to the public without registration, the Company agrees to:

                  (i) Make and keep public information available, as those terms
are understood and defined in Rule 144 under the Securities Act; and

                  (ii)  Use  its  reasonable  best  efforts  to  file  with  the
Commission  in a timely manner all reports and other  documents  required of the
Company under the Securities Act and the Exchange Act.

11.  Reporting  Under the  Exchange  Act.  The Company  agrees to take no action
designed  to, or with the effect of,  causing the Company to cease to be subject
to the reporting  requirements of the Exchange Act for so long as a registration
statement  under  this  Agreement  is  required  to be  filed  or  caused  to be
effective,  or shall be required to be or remain effective;  provided,  however,
that this section shall not be deemed to preclude the Company from entering into
or  consummating  any agreement  providing for the merger or  combination of the
Company with another entity or a sale of substantially  all of the assets of the
Company,  provided that following such  transaction the Company  continues to be
subject to the reporting requirements of the Exchange Act.

12.      Miscellaneous.

         (i) Except as set forth on Schedule  12(i) hereto,  neither the Company
nor any of its  security  holders  (other  than  the  Holders  in such  capacity
pursuant  hereto) may  include  securities  of the  Company in the  registration
statement  required  to be  filed  pursuant  to  Section  5(ii)  other  than the
Registrable  Securities.  The  Company  shall  not file any  other  registration
statement  until  the  initial  registration  statement  required  hereunder  is
declared effective by the Commission.

                                      -8-
<PAGE>

         (ii)  Compliance.  Each Holder covenants and agrees that it will comply
with the prospectus delivery requirements of the Securities Act as applicable to
it  in  connection  with  sales  of  Registrable   Securities  pursuant  to  the
registration statement required hereunder.

         (iii)  Notices.   Any  and  all  notices  or  other  communications  or
deliveries  required or permitted to be provided hereunder shall be delivered as
set forth in the Purchase Agreement(s).

         (iv) Successors and Assigns.  This Agreement shall inure to the benefit
of and be  binding  upon the  successors  and  permitted  assigns of each of the
parties  and shall  inure to the  benefit of each  Holder.  The  Company may not
assign its rights or obligations  hereunder without the prior written consent of
all of the Holders of the  then-outstanding  Registrable  Securities;  provided,
however,  this section shall not be deemed to preclude the Company from entering
into or  consummating  any agreement  providing for the merger or combination of
the Company with another entity or a sale of substantially  all of the assets of
the Company  (provided  that this  Agreement is not assigned by the Company as a
part of such  transaction).  Each  Holder may  assign  their  respective  rights
hereunder  in the manner  and to the  persons as  permitted  under the  Purchase
Agreement.

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

         (vi)  Governing  Law.  All  questions   concerning  the   construction,
validity,  enforcement and interpretation of this Agreement shall be governed by
and construed and enforced in accordance  with the internal laws of the State of
New York, without regard to the principles of conflicts of law thereof.

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

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

         (ix)  Independent  Nature of Purchasers'  Obligations  and Rights.  The
obligations  of each  Purchaser  hereunder  is  several  and not joint  with the
obligations  of any  other  Purchaser  hereunder,  and  no  Purchaser  shall  be

                                      -9-
<PAGE>

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

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


                                      -10-
<PAGE>

         The terms and  conditions of this  Registration  Rights  Agreement have
been  incorporated  by  reference  into the Purchase  Agreement.  Execution of a
Purchase  Agreement by any Purchaser shall be deemed to constitute  execution by
such  Purchaser  of this  Registration  Rights  Agreement  as of the  even  date
therewith.


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


                                    ROOMLINX, INC.


                                    By: /s/ Frank Elenio
                                        ------------------------------
                                        Title: Chief Financial Officer



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