Execution Copy

                          REGISTRATION RIGHTS AGREEMENT



                  THIS  REGISTRATION  RIGHTS  AGREEMENT,  dated  the 29th day of
September,  1997, between John Winfield, having an address of 2121 Avenue of the
Stars,  Suite 2020,  Los Angeles,  California  90067 (the  "Holder") and Healthy
Planet  Products,  Inc., a Delaware  corporation  having its principal  place of
business at 1700 Corporate Circle, Petaluma, California 94954 (the "Company").

                  WHEREAS,  simultaneously  with the  execution  and delivery of
this  Agreement,  the  Holder is  purchasing  from the  Company,  pursuant  to a
Securities Purchase Agreement dated the date hereof (the "Purchase  Agreement"),
an aggregate of (a) 300,000  shares (the  "Shares") of Common  Stock,  par value
$.01 per share ("Common Stock") and (b) 300,000 warrants ("Warrants")  entitling
the Holders to purchase an aggregate  of 300,000  shares  ("Warrant  Shares") of
Common Stock until  September 29, 2002 at an exercise  prices ranging from $4.00
per share to $4.50 per share. The Shares and Warrants are collectively  referred
to herein as the "Securities."

                  WHEREAS,  the  Company  desires  to grant to the  Holders  the
registration  rights set forth herein with respect to the Shares and the Warrant
Shares (collectively the "Registrable Shares").

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

                  Section 1.  Restrictions  on Transfer.  The Holder agrees that
prior to making  any  disposition  of any of the  Shares,  Warrants  or  Warrant
Shares,  the Holder shall give written notice to the Company  describing briefly
the  manner in which  any such  proposed  disposition  is to be made and no such
disposition  shall be made if the Company has notified  the Holder that,  in the
opinion  of  counsel  reasonably  satisfactory  to the  Holder,  a  registration
statement or other notification or post-effective amendment thereto (hereinafter
collectively referred to as a "Registration Statement") under the Securities Act
of 1933,  as amended  (the  "Securities  Act") is required  with respect to such
disposition  and no such  Registration  Statement is then in effect with respect
thereto.

                  Section  2.  Registration  Rights.  (a) The  Company  shall be
obligated to the Holder to file a Registration Statement only as follows:

                           (i) Whenever,  during the period  commencing upon the
         date  hereof and  continuing  until  September  29,  2002,  the Company
         proposes  to file with the  Securities  and  Exchange  Commission  (the
         "Commission") a Registration  Statement  (other than a Form S-4 or S-8,
         or an S-3 used in conjunction with an S-8 (which S-3 is filed solely to
         facilitate  resales by affiliates of the Company of shares issued under
         employee   stock   incentive   plans),   or   comparable   registration
         statements),  it shall,  at least 30 days  prior to such  filing,  give
         written notice of such proposed filing to the Holder at the Holder's


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         address  appearing  on the records of the  Company,  and shall offer to
         include  and shall  include  in such  filing  all or a  portion  of the
         Registrable  Shares upon receipt by the Company,  not less than 10 days
         prior to the proposed  filing date, of a request  therefor,  subject to
         the right of the managing  underwriter,  in any such  offering  that is
         underwritten,  to limit or eliminate  entirely the number of securities
         that may be  included  in such  offering  on a pro rata  basis with any
         other person on whose behalf securities are being registered.

                           (ii)  In  addition  to  any  Registration   Statement
         pursuant to  subparagraph  (i) above,  the Company will, as promptly as
         practicable  (but in any event within 60 days) after receipt of written
         notice,  at any time  commencing on the first  anniversary  of the date
         hereof and continuing until September 29, 2002, prepare and file at the
         written  request  of the  persons  holding  not  less  than  50% of the
         Registrable  Shares (the "Demand  Holders"),  a registration  statement
         with  the  Commission  and  appropriate  state  securities  authorities
         sufficient  to permit the public  offering  of the  Registrable  Shares
         which are held and  issuable to such Demand  Holders,  and will use its
         best  efforts,  at its own expense,  through its  officers,  directors,
         auditors and counsel,  in all matters necessary or advisable,  to cause
         such  registration   statement  to  become  effective  as  promptly  as
         practicable  following  filing  thereof;  provided,  however,  that the
         Company  shall be  obligated  to file only one  registration  statement
         under  this  subparagraph  (ii),  shall only be  required  to file such
         registration  statement  on  Form  S-3 or any  successor  "short  form"
         registration  statement,  and  shall  only be  required  to  file  such
         registration  statement if the Market Value (as hereinafter defined) of
         the Registrable  Shares to be registered is not less than $1,500,000 on
         the date on which the  notice  requesting  registration  is sent by the
         Demand Holders.  "Market Value" for purposes hereof shall be determined
         by multiplying the number of Registrable Shares to be registered by (i)
         if the Common Stock is traded on a national  securities  exchange or on
         the Nasdaq Stock  Market,  the average for the 30  consecutive  trading
         days  immediately  preceding  the date of the  notice  of the daily per
         share closing  prices of the Common Stock on the  principal  securities
         exchange on which the Common Stock is listed or on Nasdaq,  as the case
         may be, or (ii) if the Common  Stock is traded in the  over-the-counter
         market and not on any  national  securities  exchange  or on the Nasdaq
         Stock Market, the average of the mean between the per share closing bid
         and asked prices of the Common Stock on the 30 consecutive trading days
         immediately  preceding the date of the notice, as reported by Nasdaq or
         an  equivalent  generally  accepted  reporting  service.  Promptly upon
         receipt of such notice, the Company will begin to prepare the necessary
         Registration Statement. Within 10 days after receiving notice hereunder
         from the Demand  Holders,  the  Company  shall give notice to the other
         holders  of  the  Registrable  Shares  and  offer  to  include  in  the
         Registration Statement such other Registrable Shares.

                  (b) All fees,  disbursements  and  out-of-pocket  expenses and
costs incurred by the Company in connection  with the  preparation and filing of
any  Registration  Statement under Section 2(a) and in complying with applicable
securities  and Blue Sky laws  (including,  without  limitation,  all attorneys'
fees)  shall  be  borne  by the  Company.  The  Holder  shall  bear  the cost of
underwriting  discounts and commissions,  if any,  applicable to the Registrable
Shares being

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registered  and the fees and expenses of its counsel.  The Company shall use its
best  efforts to qualify any of the  securities  for sale in such states as such
Holder  reasonably  designates and shall furnish  indemnification  in the manner
provided  in Section 3 hereof.  However,  the  Company  shall not be required to
qualify in any state which will require an escrow or other restriction  relating
to the Company  and/or the  sellers.  The Company at its expense will supply the
Holder with copies of such Registration Statement and the prospectus or offering
circular  included therein and other related documents in such quantities as may
be reasonably requested by the Holder.

                  (c) The Company  shall not be  required  by this  Section 2 to
include any  Registrable  Shares in any  Registration  Statement  which is to be
filed if, in the  opinion of counsel  for both the Holder and the  Company  (or,
should  they not  agree,  in the  opinion  of  another  counsel  experienced  in
securities law matters acceptable to counsel for the Holder and the Company) the
proposed  offering or other transfer as to which such  registration is requested
is exempt from applicable  federal and state securities laws and would result in
all purchasers or transferees  obtaining  securities  which are not  "restricted
securities", as defined in Rule 144 under the Securities Act.

                  (d) The Company agrees that until all Registrable  Shares have
been sold  under a  Registration  Statement  or  pursuant  to Rule 144 under the
Securities  Act,  it will keep  current in filing all  materials  required to be
filed with the  Commission  in order to permit the  holders  thereof to sell the
Registrable Shares under such Rule 144.

                  (e) No provision  contained  herein shall preclude the Company
from selling  securities  pursuant to any Registration  Statement in which it is
required to include Registrable Shares pursuant to this Section 2.

                  Section 3.  Indemnification.

                  (a) In the event of the filing of any  Registration  Statement
with respect to  Registrable  Shares  pursuant to Section 2 hereof,  the Company
agrees to indemnify  and hold  harmless the Holder and each person,  if any, who
controls  the Holder  within the meaning of the  Securities  Act  ("Distributing
Holders") 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 attorneys'  fees), to which
the  Distributing  Holders  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 any  such  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 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 such Registration  Statement,  preliminary  prospectus,
final prospectus, offering circular,

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notification  or  amendment  or  supplement  thereto in  reliance  upon,  and in
conformity  with,   written   information   furnished  to  the  Company  by  the
Distributing  Holders,  specifically  for use in the preparation  thereof.  This
indemnity  agreement will be in addition to any liability  which the Company may
otherwise have.

                  (b) Each Distributing Holder agrees that it will indemnify and
hold  harmless  the Company,  and each person,  if any, who controls the Company
within the meaning of the Securities Act, against any losses, claims, damages or
liabilities (which shall, for all purposes of this Agreement,  include,  but not
be limited to, all costs of defense and  investigation  and all attorneys' fees)
to which the Company or any such controlling person 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 a
Registration  Statement  requested by such  Distributing  Holder, 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 such  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 and, provided further,  that the
indemnity  agreement  contained  in this  Section  3(b)  shall  not inure to the
benefit of the Company with respect to any person  asserting  such loss,  claim,
damage or liability who purchased the  Registrable  Shares which are the subject
thereof if the Company  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  to such  person  of the sale of such  Registrable
Shares, where the Company was obligated to do so under the Securities Act or the
rules and regulations promulgated  thereunder.  This indemnity agreement will be
in addition to any liability which the Distributing Holders may otherwise have.

                  (c) Promptly after receipt by an indemnified  party under this
Section 3 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 3, 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 3. 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 3 for any legal
or other expenses  subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of

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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  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  4.  Contribution.  In order to  provide  for just and
equitable  contribution  under the  Securities  Act in any case in which (i) the
Distributing  Holder  makes a claim for  indemnification  pursuant  to Section 3
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 3 hereof provide for  indemnification  in such case or (ii) contribution
under the Securities Act may be required on the part of any Distributing Holder,
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 4 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 4. 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 4 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

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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 5. Notices.  Any notice  pursuant to this Agreement by
the  Company  or by the Holder  shall be in writing  and shall be deemed to have
been duly given if  delivered  by hand or if mailed by  certified  mail,  return
receipt requested, postage prepaid, addressed as follows:

                  (a) If to the  Holder,  to his  address set forth on the first
page of this Agreement.

                  (b) If to the  Company,  to the address set forth on the first
page of this  Agreement,  with a copy  to  Camhy  Karlinsky  & Stein  LLP,  1740
Broadway, 16th Floor, New York, New York 10019,  Attention:  Charles P. Axelrod,
Esq.

or to such other  address as any such party may designate by notice to the other
party.  Notices shall be deemed given at the time they are delivered  personally
or three days after they are mailed in the manner set forth above.

                  Section 6.  Assignment.  This  Agreement  is binding  upon and
inures  to the  benefit  of the  parties  hereto  and  their  respective  heirs,
successors and permitted assigns. This Agreement cannot be assigned,  amended or
modified  by the parties  hereto,  except by written  agreement  executed by the
parties.

                  Section 7.  Counterparts.  This  Agreement  may be executed in
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

                  Section 8.  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 9. Governing Law. This Agreement  shall be governed by
and construed in accordance with the laws of the State of California  applicable
to contracts made and to be performed entirely within such State, without regard
to its principles of conflicts of laws.

                  Section 10.  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.


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

Attest:                                     HEALTHY PLANET PRODUCTS, INC.



By:                                         By:/s/ Bruce Wilson
   -----------------------------               ---------------------------------
   Name:                                       Name:
   Title:                                      Title:




                                               /s/John Winfield
                                               ---------------------------------
                                               John Winfield


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