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                                                                    EXHIBIT 10.2

                                   EXHIBIT B

                         REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement (this "Agreement") is made and
entered into as of November 24, 2003, among Interactive Systems Worldwide Inc.,
a Delaware 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 the Purchasers (the
"Purchase Agreement").

               The Company and the Purchasers hereby agree as follows:

        1. 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 meanings:

                       "Effectiveness Date" means, with respect to the initial
         Registration Statement required to be filed hereunder, the 120th
         calendar day following the Closing Date (150th calendar day following
         the Closing Date in the event of a review of the Registration Statement
         by the Commission, including a review of any SEC Reports incorporated
         therein by reference) and, with respect to any additional Registration
         Statements which may be required pursuant to Section 3(c), the 90th
         calendar day following the date on which the Company first knows, or
         reasonably should have known pursuant to Section 3(c), that such
         additional Registration Statement is required hereunder; provided,
         however, in the event the Company is notified by the Commission that
         one of the above Registration Statements will not be reviewed or is no
         longer subject to further review and comments, the Effectiveness Date
         as to such Registration Statement shall be the fifth Trading Day
         following the date on which the Company is so notified if such date
         precedes the dates required above.

                  "Effectiveness Period" shall have the meaning set forth in
         Section 2(a).

                       "Filing Date" means, with respect to the initial
         Registration Statement required hereunder, January 6, 2004 and, with
         respect to any additional Registration Statements which may be required
         pursuant to Section 3(c), the 15th Trading Day following the date on
         which the Company first knows, or reasonably should have known pursuant
         to Section 3(c), that such additional Registration Statement is
         required hereunder.

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                       "Holder" or "Holders" means the holder or holders, as the
         case may be, from time to time of Registrable Securities.

                  "Indemnified Party" shall have the meaning set forth in
         Section 5(c) hereof.

                  "Indemnifying Party" shall have the meaning set forth in
         Section 5(c) hereof.

                  "Losses" means any and all losses, claims, damages,
         liabilities, settlement costs and expenses, including costs of
         preparation and reasonable attorneys' fees.

                  "Proceeding" means an action, claim, suit, investigation or
         proceeding (including an investigation or partial proceeding, such as a
         deposition), whether commenced or threatened.

                       "Prospectus" means the prospectus included in a
         Registration Statement (including a prospectus that includes any
         information previously omitted from a prospectus filed as part of an
         effective registration statement in reliance upon Rule 430A promulgated
         under the Securities Act), as amended or supplemented by any prospectus
         supplement, with respect to the terms of the offering of any portion of
         the Registrable Securities covered by a Registration Statement, and all
         other amendments and supplements to the Prospectus, including
         post-effective amendments, and all material incorporated by reference
         or deemed to be incorporated by reference in such Prospectus.

                      "Registrable Securities" means (i) all of the shares of
         Common Stock issuable upon conversion in full of the Debentures,
         assuming for such purposes that all of the Debentures outstanding on
         the date of determination are convertible at the lowest possible
         conversion price in effect since the Closing Date and that the Monthly
         Conversion Price is then in effect at all times, (ii) all shares
         issuable in payment of interest on the Debentures assuming all interest
         payments are made in shares of Common Stock and the Debentures are held
         until maturity, (iii) all Warrant Shares, (iv) the Shares, (v) any
         securities issued or issuable upon any stock split, dividend or other
         distribution recapitalization or similar event with respect to the
         foregoing and (vi) any additional shares issuable in connection with
         any anti-dilution provisions in the Debentures.

                       "Registration Statement" means the registration
         statements required to be filed hereunder and any additional
         registration statements contemplated by Section 3(c) (including
         registration statements filed pursuant to Rule 462(b), as promulgated
         under the Securities Act), including (in each case) the Prospectus,
         amendments and supplements to such registration statement or
         Prospectus, including pre- and post-effective amendments, all exhibits
         thereto, and all material incorporated by reference or deemed to be
         incorporated by reference in such registration statement.


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                       "Rule 415" means Rule 415 promulgated by the Commission
         pursuant to the Securities Act, as such Rule may be amended from time
         to time, or any similar rule or regulation hereafter adopted by the
         Commission having substantially the same purpose and effect as such
         Rule.

                      "Rule 424" means Rule 424 promulgated by the Commission
         pursuant to the Securities Act, as such Rule may be amended from time
         to time, or any similar rule or regulation hereafter adopted by the
         Commission having substantially the same purpose and effect as such
         Rule.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Shares" shall mean the shares of Common Stock issued to the
         Holders at the Closing pursuant to the Purchase Agreement.

                  "Underlying Shares" means the shares of Common Stock issuable
         upon conversion of the Debentures and upon exercise of the Warrants and
         issued and issuable in lieu of cash payments of principal of, and
         interest on, the Debentures.

                      "Warrants" means the Common Stock purchase warrants issued
         to the Purchasers pursuant to the Purchase Agreement.

                  "Warrant Shares" means the shares of Common Stock issuable
         upon exercise of the Warrants.

                  Unless the context otherwise requires, the terms defined in
         this Article 1 shall have the meanings herein specified for all
         purposes of this Agreement, applicable to both the singular and plural
         forms of any of the terms defined herein. When a reference is made in
         this Agreement to a Section, such reference shall be to a Section of
         this Agreement unless otherwise indicated. Whenever the words
         "include," "includes" or "including" are used in this Agreement, they
         shall be deemed to be followed by the words "without limitation." The
         use of any gender herein shall be deemed to include the neuter,
         masculine and feminine genders wherever necessary or appropriate. When
         any matter is disclosed (a) in any Transaction Document (including any
         exhibit or schedule thereto), (b) any place in the Disclosure Schedule,
         or (c) except with respect to Sections 3.1(g), 3.1(s), 3.1(u), 3.1(v),
         3.1(w), 3.1(dd), 3.1(ee), and 3.1(ff) of the Purchase Agreement and
         with respect to Section 6(b) and Section 6(c) of this Agreement, in the
         Company's Form 10-KSB for the year ended September 30, 2002, the Proxy
         Statement for the 2003 Annual Meeting of Shareholders, the Forms 10-QSB
         for the quarters ended December 31, 2002, March 31, 2003 or June 20,
         2003, or all press releases issued after the filing of the Form 10-QSB
         for the quarter ended June 30, 2003 and prior to the Closing Date, such
         matter shall be deemed to have been disclosed to all of the Holders for
         all purposes pursuant to all of the Transaction Documents. If any
         period of time for the performance under the Transaction Documents ends
         on a day that is not a Trading Day, such period of time shall be
         automatically extended to end at the end of the next succeeding Trading
         Day.

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        2. Shelf Registration

                        (a) On or prior to each Filing Date, the Company shall
         prepare and file with the Commission a "Shelf" Registration Statement
         for an offering to be made on a continuous basis pursuant to Rule 415
         and covering the resale of 150% of the Registrable Securities on the
         date of such filing. The Registration Statement shall be on Form S-3
         (unless the Company is not then eligible to register the Registrable
         Securities for resale on Form S-3, in which case such registration
         shall be on another appropriate form in accordance herewith) and shall
         contain (unless otherwise directed by the Holders) substantially the
         "Plan of Distribution" attached hereto as Annex A. Subject to the terms
         of this Agreement, the Company shall use commercially reasonable
         efforts to cause the Registration Statement to be declared effective
         under the Securities Act as promptly as possible after the filing
         thereof, but in any event prior to the applicable Effectiveness Date,
         and shall use commercially reasonable efforts to keep such Registration
         Statement continuously effective under the Securities Act until all
         Registrable Securities covered by such Registration Statement have been
         sold or may be sold without volume restrictions pursuant to Rule 144(k)
         as determined by the counsel to the Company pursuant to a written
         opinion letter (or a letter of direction or authorization from the
         counsel to the Company) to such effect, addressed and acceptable to the
         Company's transfer agent (the "Effectiveness Period"). The Company
         shall immediately notify the Holders via facsimile of the effectiveness
         of the Registration Statement that the Company receives notification of
         the effectiveness from the Commission.

                        (b) If: (i) a Registration Statement is not filed on or
         prior to its Filing Date (if the Company files a Registration Statement
         without affording the Holders the opportunity to review and comment on
         the same as required by Section 3(a), the Company shall not be deemed
         to have satisfied clause (i)), or (ii) the Company fails to file with
         the Commission a request for acceleration in accordance with Rule 461
         promulgated under the Securities Act promptly after (but in any event
         within 5 Trading Days) the date that the Company is notified (orally or
         in writing, whichever is earlier) by the Commission that a Registration
         Statement will not be "reviewed" (including a review of any SEC Report
         incorporated therein by reference ) or not subject to further review,
         or (iii) prior to its Effectiveness Date, the Company fails to file a
         pre-effective amendment and otherwise respond in writing to comments
         made by the Commission in respect of such Registration Statement within
         15 Trading Days after the receipt of comments by or notice from the
         Commission that such amendment is required in order for a Registration
         Statement to be declared effective, or (iv) a Registration Statement
         filed or required to be filed hereunder is not declared effective by
         the Commission by its Effectiveness Date, or (v) after the
         Effectiveness Date, a Registration Statement ceases for any reason to


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         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 more than 15 consecutive Trading Days or an aggregate of 25 Trading
         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 (iv) the date on which such Event occurs,
         or for purposes of clause (ii) the date on which such five Trading Day
         period is exceeded, or for purposes of clause (iii) the date which such
         15 Trading Day period is exceeded, or for purposes of clause (v) the
         date on which such 15 or 25 Trading Day period, as applicable, is
         exceeded being referred to as "Event Date"), then, on every monthly
         anniversary of an Event Date until the applicable Event is cured, the
         Company shall pay to each Holder an amount in cash, as liquidated
         damages and not as a penalty, equal to 2.0% per month, pro rata on a
         daily basis, of the Subscription Amount paid by such Holder pursuant to
         the Purchase Agreement. 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 an Event. Notwithstanding anything to the contrary
         contained herein, as to a Holder, no liquidated damages shall accrue or
         be payable by the Company and no Event shall be deemed to have occurred
         during any period when the failure by the Company to meet any deadline
         or perform any act is caused solely as a result of such Holder's
         material breach of a representation or warranty made by the Holder in
         the Transaction Documents or such Holder's failure to materially comply
         with any of the covenants or agreements under the Transaction
         Documents; provided, however, the Company's obligations to use
         commercially reasonable efforts to register for resale such Holder's
         Registrable Securities hereunder shall continue in full force and
         effect during such periods notwithstanding such Holder's breach.

        3. Registration Procedures

               In connection with the Company's registration obligations
hereunder, the Company shall:

                        (a) Not less than five Trading Days prior to the filing
         of each Registration Statement or any related Prospectus or any
         amendment or supplement thereto (including any document that would be
         incorporated or deemed to be incorporated therein by reference), the
         Company shall, (i) furnish to each Holder copies of all such documents
         proposed to be filed, which documents (other than those incorporated or
         deemed to be incorporated by reference) will be subject to the review
         of such Holders, and (ii) cause its officers and directors, counsel and
         independent certified public accountants to be available to respond to


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         such inquiries as shall be necessary, in the reasonable opinion of
         respective counsel to conduct a reasonable investigation within the
         meaning of the Securities Act. The Company shall not file the
         Registration Statement or any such Prospectus or any amendments or
         supplements thereto to which the Holders of a majority of the
         Registrable Securities shall reasonably and in good faith object,
         provided, the Company is notified of such objection in writing no later
         than 3 Trading Days after the Holders have been so furnished copies of
         such documents. Notwithstanding the foregoing, in the event the Company
         does not agree with any objection raised by any of the Holders, the
         Company and the applicable Holder shall discuss the objection, after
         which the Company shall be entitled to file any such Registration
         Statement, Prospectus, amendment or supplement in the manner it deems
         appropriate. Failure of any Holder to respond to any notice within the
         time period required shall be deemed to be consent by such Holder.

                        (b) (i) Prepare and file with the Commission such
         amendments, including post-effective amendments, to a Registration
         Statement and the Prospectus used in connection therewith as may be
         necessary to keep a Registration Statement continuously effective as to
         the applicable Registrable Securities for the Effectiveness Period and
         prepare and file with the Commission such additional Registration
         Statements in order to register for resale under the Securities Act all
         of the Registrable Securities; (ii) cause the related Prospectus to be
         amended or supplemented by any required Prospectus supplement (subject
         to the terms of this Agreement), and as so supplemented or amended to
         be filed pursuant to Rule 424; (iii) respond as promptly as reasonably
         possible to any comments received from the Commission with respect to a
         Registration Statement or any amendment thereto and as promptly as
         reasonably possible provide the Holders true and complete copies of all
         correspondence from and to the Commission relating to a Registration
         Statement; and (iv) comply in all material respects with the provisions
         of the Securities Act and the Exchange Act with respect to the
         disposition of all Registrable Securities covered by a Registration
         Statement during the applicable period in accordance (subject to the
         terms of this Agreement) with the intended methods of disposition by
         the Holders thereof set forth in such Registration Statement as so
         amended or in such Prospectus as so supplemented.

                        (c) If during the Effectiveness Period, the number of
         Registrable Securities at any time exceeds 75% of the number of shares
         of Common Stock then registered in a Registration Statement, then the
         Company shall file as soon as reasonably practicable but in any case
         prior to the applicable Filing Date, an additional Registration
         Statement covering the resale by the Holders of not less than 150% of
         the number of such Registrable Securities.

                        (d) Notify the Holders of Registrable Securities to be
         sold (which notice shall, pursuant to clauses (ii) through (vi) hereof,
         shall be accompanied by an instruction to suspend the use of the
         Prospectus until the requisite changes have been made) as promptly as
         reasonably possible and (if requested by any such Person) confirm such


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         notice in writing promptly (i)(A) when a Prospectus or any Prospectus
         supplement or post-effective amendment to a Registration Statement is
         proposed to be filed; (B) when the Commission notifies the Company
         whether there will be a "review" of such Registration Statement and
         whenever the Commission comments in writing on such Registration
         Statement (the Company shall provide true and complete copies thereof
         and all written responses thereto to each of the Holders); and (C) with
         respect to a Registration Statement or any post-effective amendment,
         when the same has become effective; (ii) of any request by the
         Commission or any other Federal or state governmental authority for
         amendments or supplements to a Registration Statement or Prospectus or
         for additional information; (iii) of the issuance by the Commission of
         any stop order suspending the effectiveness of a Registration Statement
         covering any or all of the Registrable Securities or the initiation of
         any Proceedings for that purpose; (iv) of the receipt by the Company of
         any notification with respect to the suspension of the qualification or
         exemption from qualification of any of the Registrable Securities for
         sale in any jurisdiction, or the initiation or threatening of any
         Proceeding for such purpose; (v) of 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 a 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 a
         Registration Statement, Prospectus or other documents so that, in the
         case of a Registration Statement or the 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; and (vi) the occurrence or existence of
         any pending corporate development with respect to the Company that the
         Company believes may be material and that, in the determination of the
         Company, makes it not in the best interest of the Company to allow
         continued availability or the Registration Statement or Prospectus;
         provided that any and all of such information shall remain confidential
         to each Holder until such information otherwise becomes public, unless
         disclosure by a Holder is required by law; provided, further, that
         notwithstanding each Holder's agreement to keep such information
         confidential, the Holders make no acknowledgement that any such
         information is material, non-public information.

                        (e) Promptly deliver to each Holder, without charge, as
         many copies of the Prospectus or Prospectuses (including each form of
         prospectus) and each amendment or supplement thereto as such Persons
         may reasonably request. Subject to the terms of this Agreement, the
         Company hereby consents to the use of such Prospectus and each
         amendment or supplement thereto by each of the selling Holders in
         connection with the offering and sale of the Registrable Securities
         covered by such Prospectus and any amendment or supplement thereto.

                        (f) Use commercially reasonable efforts to register or
         qualify the resale of such Registrable Securities as required under
         applicable securities or Blue Sky laws of each State within the United


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         States as any Holder reasonably requests in writing, to keep each such
         registration or qualification (or exemption therefrom) effective during
         the Effectiveness Period; provided, that the Company shall not be
         required to qualify generally to do business in any jurisdiction where
         it is not then so qualified or subject the Company to any tax in any
         such jurisdiction where it is not then so subject.

                        (g) Cooperate with the Holders to facilitate the timely
         preparation and delivery of certificates representing Registrable
         Securities to be delivered to a transferee pursuant to a Registration
         Statement, which certificates shall be free, to the extent permitted by
         the Purchase Agreement, of all restrictive legends, and to enable such
         Registrable Securities to be in such denominations and registered in
         such names as any such Holders may request.

                        (h) Upon the occurrence of any event contemplated by
         Section 3(d), as promptly as reasonably possible under the
         circumstances taking into account the Company's good faith assessment
         of any adverse consequences to the Company and its stockholders of the
         premature disclosure of such event, prepare a supplement or amendment,
         including a post-effective amendment, to a Registration Statement or a
         supplement to the related Prospectus or any document incorporated or
         deemed to be incorporated therein by reference, and file any other
         required document so that, as thereafter delivered, neither a
         Registration Statement nor such Prospectus will contain an untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary to make the statements therein, in
         light of the circumstances under which they were made, not misleading.
         If the Company notifies the Holders in accordance with clauses (ii)
         through (vi) of Section 3(d) above to suspend the use of any Prospectus
         until the requisite changes to such Prospectus have been made, then the
         Holders shall suspend use of such Prospectus. The Company will use
         commercially reasonable efforts to ensure that the use of the
         Prospectus may be resumed as promptly as is practicable. The Company
         shall be entitled to exercise its right under this Section 3(h) to
         suspend the availability of a Registration Statement and Prospectus,
         subject to the payment of liquidated damages pursuant to Section 2(b),
         if any, for a period not to exceed 90 days (which need not be
         consecutive days) in any 12 month period.

                     (i) Comply in all material respects with all applicable
         rules and regulations of the Commission.

                     (j) Use commercially reasonable 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.


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                      (k) The Company may require, at any time prior to the
         third Trading Day prior to the Filing Date, each Holder to furnish to
         the Company a statement as to the number of shares of Common Stock
         beneficially owned by such Holder and, if requested by the Commission,
         the controlling person thereof, within three Trading days of the
         Company's request. During any periods that the Company is unable to
         meet its obligations under this Agreement with respect to the
         registration of the Registrable Securities solely because any Holder
         fails to furnish any such information requested by the Company within
         three Trading Days of the Company's request, any liquidated damages
         that are accruing at such time shall be tolled and any Event that may
         otherwise occur solely because of such delay shall be suspended for up
         to 10 Trading Days as to all Holders until such information is
         delivered to the Company and, as to such Holder, until such information
         is delivered to the Company.

        4. Registration Expenses. All fees and expenses incident to the
performance of or compliance with this Agreement by the Company shall be borne
by the Company whether or not any Registrable Securities are sold pursuant to
the Registration Statement. The fees and expenses referred to in the foregoing
sentence shall include (i) all registration and filing fees (including, fees and
expenses (A) with respect to filings required to be made with the Principal
Market on which the Common Stock is then listed for trading, and (B) in
compliance with applicable state securities or Blue Sky laws reasonably agreed
to by the Company in writing (including fees and disbursements of counsel for
the Company in connection with Blue Sky qualifications or exemptions of the
Registrable Securities and determination of the eligibility of the Registrable
Securities for investment under the laws of such jurisdictions as requested by
the Holders), (ii) printing expenses (including expenses of printing
certificates for Registrable Securities and of printing prospectuses requested
by the Holders), (iii) messenger, telephone and delivery expenses, (iv) fees and
disbursements of counsel for the Company, and (v) fees and expenses of all other
Persons retained by the Company in connection with the consummation of the
transactions contemplated by this Agreement. In addition, the Company shall be
responsible for all of its internal expenses incurred in connection with the
consummation of the transactions contemplated by this Agreement (including all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit and the fees and expenses
incurred in connection with the listing of the Registrable Securities on any
securities exchange as required hereunder. In no event shall the Company be
responsible for any broker or similar commissions or, except to the extent
provided for in the Transaction Documents, any legal fees or other costs of the
Holders.

        5. Indemnification

                        (a) Indemnification by the Company. The Company shall,
         notwithstanding any termination of this Agreement, indemnify and hold
         harmless each Holder, the officers, directors, agents, brokers
         (including brokers who offer and sell Registrable Securities as
         principal as a result of a pledge or any failure to perform under a
         margin call of Common Stock), investment advisors and employees of each


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         of them, each Person who controls any such Holder (within the meaning
         of Section 15 of the Securities Act or Section 20 of the Exchange Act)
         and the officers, directors, agents and employees of each such
         controlling Person, to the fullest extent permitted by applicable law,
         from and against any and Losses as incurred, arising out of or relating
         to any untrue or alleged untrue statement of a material fact contained
         in a Registration Statement, any Prospectus or any form of prospectus,
         or in any amendment or supplement thereto or in any preliminary
         prospectus, or arising out of or relating to any omission or alleged
         omission of a material fact required to be stated therein or necessary
         to make the statements therein (in the case of any Prospectus or form
         of prospectus or supplement thereto, in light of the circumstances
         under which they were made) not misleading, except to the extent, but
         only to the extent, that (1) such untrue statements or omissions or
         alleged untrue statements or omissions are based upon information
         regarding such Holder furnished in writing to the Company by such
         Holder expressly for use therein, or to the extent that such
         information relates to such Holder or such Holder's proposed method of
         distribution of Registrable Securities and was reviewed and expressly
         approved in writing by such Holder expressly for use in a Registration
         Statement, such Prospectus or such form of Prospectus or in any
         amendment or supplement thereto or (2) in the case of an occurrence of
         an event of the type specified in Section 3(d)(ii)-(vi), the use by
         such Holder of an outdated or defective Prospectus after the Company
         has notified such Holder in writing that the Prospectus is outdated or
         defective and prior to the receipt by such Holder of the Advice
         contemplated in Section 6(e). The Company shall notify the Holders
         promptly of the institution, threat or assertion of any Proceeding
         arising from or in connection with the transactions contemplated by
         this Agreement of which the Company is aware.

                        (b) Indemnification by Holders. Each Holder shall,
         severally and not jointly, and notwithstanding any termination of this
         Agreement, indemnify and hold harmless the Company, its directors,
         officers, agents and employees, each Person who controls the Company
         (within the meaning of Section 15 of the Securities Act and Section 20
         of the Exchange Act), and the directors, officers, agents and employees
         of each such controlling Persons, to the fullest extent permitted by
         applicable law, from and against all Losses, as incurred, arising out
         of or relating to any untrue or alleged untrue statement of a material
         fact contained in any Registration Statement, any Prospectus, or any
         form of prospectus, or in any amendment or supplement thereto or in any
         preliminary prospectus, or arising solely out of or relating to: (i)
         such Holder's failure to comply with the prospectus delivery
         requirements of the Securities Act or (ii) any omission or alleged
         omission of a material fact required to be stated therein or necessary
         to make the statements therein (in the case of any Prospectus or form
         of prospectus or supplement thereto, in light of the circumstances
         under which they were made) not misleading to the extent, but only to
         the extent, such untrue statement or omission is contained in any
         information so furnished in writing or required to be furnished by such
         Holder to the Company specifically for inclusion in such Registration
         Statement or such Prospectus or to the extent that (1) such untrue
         statements or omissions or alleged untrue statements or omissions are


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         based upon information regarding such Holder furnished in writing to
         the Company by such Holder expressly for use therein, or to the extent
         such information relates to such Holder or such Holder's proposed
         method of distribution of Registrable Securities and was reviewed and
         expressly approved in writing by such Holder expressly for use in a
         Registration Statement, such Prospectus or such form of Prospectus or
         in any amendment or supplement thereto or (2) in the case of an
         occurrence of an event of the type specified in Section 3(d)(ii)-(vi),
         the use by such Holder of an outdated or defective Prospectus after the
         Company has notified such Holder in writing that the Prospectus is
         outdated or defective and prior to the receipt by such Holder of the
         Advice contemplated in Section 6(e). In no event shall the liability of
         any selling Holder hereunder be greater in amount than the dollar
         amount of the net proceeds received by such Holder upon the sale of the
         Registrable Securities giving rise to such indemnification obligation.
         Each of the Holders shall notify the Company promptly of the
         institution, threat or assertion of any Proceeding arising from or in
         connection with the transactions contemplated by this Agreement of
         which such Holder is aware.

                        (c) Conduct of Indemnification Proceedings. If any
         Proceeding shall be brought or asserted against any Person entitled to
         indemnity hereunder (an "Indemnified Party"), such Indemnified Party
         shall promptly notify the Person from whom indemnity is sought (the
         "Indemnifying Party") in writing, and the Indemnifying Party shall
         assume the defense thereof, including the employment of counsel,
         selected by the Indemnifying Party and reasonably satisfactory to the
         Indemnified Party and the payment of all fees and expenses incurred in
         connection with defense thereof; provided, that the failure of any
         Indemnified Party to give such notice shall not relieve the
         Indemnifying Party of its obligations or liabilities pursuant to this
         Agreement, except (and only) to the extent that such failure shall have
         prejudiced the Indemnifying Party.

                        An Indemnified Party shall have the right to employ
         separate counsel in any such Proceeding and to participate in the
         defense thereof, but the fees and expenses of such counsel shall be at
         the expense of such Indemnified Party or Parties unless: (1) the
         Indemnifying Party has agreed in writing to pay such fees and expenses;
         or (2) the Indemnifying Party shall have failed promptly to assume the
         defense of such Proceeding and to employ counsel reasonably
         satisfactory to such Indemnified Party in any such Proceeding; or (3)
         the named parties to any such Proceeding (including any impleaded
         parties) include both such Indemnified Party and the Indemnifying
         Party, and such Indemnified Party shall have been advised by counsel
         that a material conflict of interest is likely to exist if the same
         counsel were to represent such Indemnified Party and the Indemnifying
         Party (in which case, if such Indemnified Party notifies the
         Indemnifying Party in writing that it elects to employ separate counsel
         at the expense of the Indemnifying Party, the Indemnifying Party shall
         not have the right to assume the defense thereof and the expense of one
         such counsel for each Holder shall be at the expense of the



                                       11
<PAGE>

         Indemnifying Party). The Indemnifying Party shall not be liable for any
         settlement of any such Proceeding effected without its written consent,
         which consent shall not be unreasonably withheld. No Indemnifying Party
         shall, without the prior written consent of the Indemnified Party,
         effect any settlement of any pending Proceeding in respect of which any
         Indemnified Party is a party, unless such settlement includes an
         unconditional release of such Indemnified Party from all liability on
         claims that are the subject matter of such Proceeding.

                        Subject to the terms of this Agreement, all fees and
         expenses of the Indemnified Party (including reasonable fees and
         expenses to the extent incurred in connection with investigating or
         preparing to defend such Proceeding in a manner not inconsistent with
         this Section) shall be paid to the Indemnified Party, as incurred,
         promptly after written notice thereof to the Indemnifying Party
         (regardless of whether it is ultimately determined that an Indemnified
         Party is not entitled to indemnification hereunder; provided, that the
         Indemnifying Party may require such Indemnified Party to undertake to
         reimburse all such fees and expenses to the extent it is finally
         judicially determined that such Indemnified Party is not entitled to
         indemnification hereunder).

                        (d) Contribution. If a claim for indemnification under
         Section 5(a) or 5(b) is unavailable to an Indemnified Party (by reason
         of public policy or otherwise), then each Indemnifying Party, in lieu
         of indemnifying such Indemnified Party, shall contribute to the amount
         paid or payable by such Indemnified Party as a result of such Losses,
         in such proportion as is appropriate to reflect the relative fault of
         the Indemnifying Party and Indemnified Party in connection with the
         actions, statements or omissions that resulted in such Losses as well
         as any other relevant equitable considerations. The relative fault of
         such Indemnifying Party and Indemnified Party shall be determined by
         reference to, among other things, whether any action in question,
         including any untrue or alleged untrue statement of a material fact or
         omission or alleged omission of a material fact, has been taken or made
         by, or relates to information supplied by, such Indemnifying Party or
         Indemnified Party, and the parties' relative intent, knowledge, access
         to information and opportunity to correct or prevent such action,
         statement or omission. The amount paid or payable by a party as a
         result of any Losses shall be deemed to include, subject to the
         limitations set forth in Section 5(c), any reasonable attorneys' or
         other reasonable fees or expenses incurred by such party in connection
         with any Proceeding to the extent such party would have been
         indemnified for such fees or expenses if the indemnification provided
         for in this Section was available to such party in accordance with its
         terms.

                        The parties hereto agree that it would not be just and
         equitable if contribution pursuant to this Section 5(d) were determined
         by pro rata allocation or by any other method of allocation that does
         not take into account the equitable considerations referred to in the
         immediately preceding paragraph. Notwithstanding the provisions of this
         Section 5(d), no Holder shall be required to contribute, in the


                                       12
<PAGE>

         aggregate, any amount in excess of the amount by which the proceeds
         actually received by such Holder from the sale of the Registrable
         Securities subject to the Proceeding exceeds the amount of any damages
         that such Holder has otherwise been required to pay by reason of such
         untrue or alleged untrue statement or omission or alleged omission.

               The indemnity and contribution agreements contained in this
Section are in addition to any liability that the Indemnifying Parties may have
to the Indemnified Parties.

        6. Miscellaneous

                        (a) Amendments and Waivers. The provisions of this
         Agreement, including the provisions of this sentence, may not be
         amended, modified or supplemented, and waivers or consents to
         departures from the provisions hereof may not be given, unless the same
         shall be in writing and signed by the Company and Holders of at least
         66.66% of the Registrable Securities. Notwithstanding the foregoing, a
         waiver or consent to depart from the provisions hereof with respect to
         a matter that relates exclusively to the rights of specific Holders and
         that does not directly or indirectly affect the rights of other Holders
         may be given by the specific Holders of all of the Registrable
         Securities to which such waiver or consent relates; provided, however,
         that the provisions of this sentence may not be amended, modified, or
         supplemented except in accordance with the provisions of the
         immediately preceding sentence.

                        (b) No Inconsistent Agreements. Neither the Company nor
         any of its subsidiaries has entered, as of the date hereof, nor shall
         the Company or any of its subsidiaries, on or after the date of this
         Agreement, enter into any agreement with respect to its securities,
         that would materially and adversely affect the rights granted to the
         Holders in this Agreement or otherwise conflicts with the provisions
         hereof. Except as set forth on Schedule 6(b), neither the Company nor
         any of its subsidiaries has previously entered into any agreement
         granting any registration rights with respect to any of its securities
         to any Person that have not been satisfied in full.

                        (c) No Piggyback on Registrations. Except as set forth
         on Schedule 6(c) attached 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 other than the Registrable Securities. The Company shall not
         file any other registration statements until the initial Registration
         Statement required hereunder is declared effective by the Commission,
         provided that this Section 6(c) shall not prohibit the Company from
         filing amendments to registration statements already filed.

                        (d) Compliance. Each Holder covenants and agrees that it
         will comply with the prospectus delivery requirements of the Securities



                                       13
<PAGE>

         Act as applicable to it in connection with sales of Registrable
         Securities pursuant to the Registration Statement.

                        (e) Discontinued Disposition. Each Holder agrees by its
         acquisition of such Registrable Securities that, upon receipt of a
         notice from the Company of the occurrence of any event of the kind
         described in Sections 3(d)(ii) - (vi), such Holder will forthwith
         discontinue disposition of such Registrable Securities under a
         Registration Statement until such Holder's receipt of the copies of the
         supplemented Prospectus and/or amended Registration Statement
         contemplated by Section 3(h), or until it is advised in writing (the
         "Advice") by the Company that the use of the applicable Prospectus may
         be resumed, and, in either case, has received copies of any additional
         or supplemental filings that are incorporated or deemed to be
         incorporated by reference in such Prospectus or Registration Statement.
         The Company may provide appropriate stop orders to enforce the
         provisions of this paragraph. The Company agrees and acknowledges that
         any period during which the Holder is required to discontinue the
         disposition of the Registrable Securities hereunder shall be subject to
         the provisions of Section 2(b).

                        (f) Piggy-Back Registrations. If at any time during the
         Effectiveness Period there is not an effective Registration Statement
         covering all of the Registrable Securities (other than pursuant to
         Section 3(d)) and the Company shall determine to prepare and file with
         the Commission a registration statement relating to an offering for its
         own account or the account of others under the Securities Act of any of
         its equity securities, other than on Form S-4 or Form S-8 (each as
         promulgated under the Securities Act) or their then equivalents
         relating to equity securities to be issued solely in connection with
         any acquisition of any entity or business or equity securities issuable
         in connection with stock option or other employee benefit plans, then
         the Company shall send to each Holder written notice of such
         determination and, if within five Trading Days after receipt of such
         notice, any such Holder shall so request in writing, the Company shall
         include in such registration statement all or any part of such
         Registrable Securities such holder requests to be registered; provided,
         that, the Company shall not be required to register any Registrable
         Securities pursuant to this Section 6(f) that are eligible for resale
         pursuant to Rule 144(k) promulgated under the Securities Act or that
         are the subject of a then effective Registration Statement.

                        (g) 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.

                        (h) Successors and Assigns. This Agreement shall be
         binding upon and inure to the benefit of the parties and their
         successors and permitted assigns. The Company may not assign this
         Agreement or any rights or obligations hereunder without the prior
         written consent of all of the Holders of Registrable Securities. Any
         Holder may assign its rights under this Agreement to any Person to whom


                                       14
<PAGE>

         such Holder assigns or transfers any Securities; provided, however,
         that no Holder may assign its rights to a competitor or potential
         competitor of the Company.

                        (i) Execution. This Agreement may be executed in two or
         more counterparts, all of which when taken together shall be considered
         one and the same agreement and shall become effective when counterparts
         have been signed by each party and delivered to the other party, it
         being understood that both parties need not sign the same counterpart.
         In the event that any signature is delivered by facsimile transmission,
         such signature shall create a valid and binding obligation of the party
         executing (or on whose behalf such signature is executed) with the same
         force and effect as if such facsimile signature page were an original
         thereof.

                        (j) Governing Law; Venue; Waiver of Jury Trial. 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. Each
         party agrees that all legal proceedings concerning the interpretations,
         enforcement and defense of the transactions contemplated by this
         Agreement (whether brought against a party hereto or its respective
         affiliates, directors, officers, shareholders, employees or agents)
         shall be commenced exclusively in the state and federal courts sitting
         in the City of New York, borough of Manhattan (the "New York Courts").
         Each party hereby irrevocably submits to the exclusive jurisdiction of
         the New York Courts for the adjudication of any dispute hereunder or in
         connection herewith or with any transaction contemplated hereby or
         discussed herein (including with respect to the enforcement of any of
         this Agreement), and hereby irrevocably waives, and agrees not to
         assert in any suit, action or proceeding, any claim that it is not
         personally subject to the jurisdiction of any such court, or that the
         New York Courts are an improper or inconvenient venue for such
         proceeding. Each party hereby irrevocably waives personal service of
         process and consents to process being served in any such suit, action
         or proceeding by mailing a copy thereof via registered or certified
         mail or overnight delivery (with evidence of delivery) to such party at
         the address in effect for notices to it under this Agreement and agrees
         that such service shall constitute good and sufficient service of
         process and notice thereof. Nothing contained herein shall be deemed to
         limit in any way any right to serve process in any manner permitted by
         law. The parties hereto hereby irrevocably waive, to the fullest extent
         permitted by applicable law, any and all right to trial by jury in any
         legal proceeding arising out of or relating to this Agreement or the
         transactions contemplated hereby. If either party shall commence an
         action or proceeding to enforce any provisions of this Agreement, then
         the prevailing party in such action or proceeding shall be reimbursed
         by the other party for its attorneys' fees and other costs and expenses
         incurred with the investigation, preparation and prosecution of such
         action or proceeding.




                                       15
<PAGE>

                        (k) Cumulative Remedies. The remedies provided herein
         are cumulative and not exclusive of any remedies provided by law.

                        (l) Severability. If any provision of this Agreement is
         held to be invalid or unenforceable in any respect, the validity and
         enforceability of the remaining terms and provisions of this Agreement
         shall not in any way be affected or impaired thereby and the parties
         will attempt to agree upon a valid and enforceable provision that is a
         reasonable substitute therefor, and upon so agreeing, shall incorporate
         such substitute provision in this Agreement.

                        (m) Construction. The headings herein are for
         convenience only, do not constitute a part of this Agreement and shall
         not be deemed to limit or affect any of the provisions hereof. The
         language used in this Agreement will be deemed to be the language
         chosen by the parties to express their mutual intent, and no rules of
         strict construction will be applied against any party.

                    (n) Remedies. In addition to being entitled to exercise all
         rights provided herein or granted by law, including recovery of
         damages, each of the Holders and the Company will be entitled to
         specific performance under the Transaction Documents. The parties agree
         that monetary damages may not be adequate compensation for any loss
         incurred by reason of any breach of obligations described in the
         foregoing sentence and hereby agrees to waive in any action for
         specific performance of any such obligation the defense that a remedy
         at law would be adequate.

                        (o) Independent Nature of Holders' Obligations and
         Rights. The obligations of each Holder under this Agreement are several
         and not joint with the obligations of any other Holder, and no Holder
         shall be responsible in any way for the performance of the obligations
         of any other Holder under this Agreement. Nothing contained herein or
         in any Transaction Document, and no action taken by any Holder pursuant
         thereto, shall be deemed to constitute the Holders as a partnership, an
         association, a joint venture or any other kind of entity, or create a
         presumption that the Holders are in any way acting in concert or as a
         group with respect to such obligations or the transactions contemplated
         by this Agreement. Each Holder shall be entitled to independently
         protect and enforce its rights, including the rights arising out of
         this Agreement, and it shall not be necessary for any other Holder to
         be joined as an additional party in any proceeding for such purpose.

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


                                       16
<PAGE>



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


                                    INTERACTIVE SYSTEMS WORLDWIDE INC.


                                    By: /s/ Bernard Albanese
                                    Name: Bernard Albanese
                                    Title: President

                       [SIGNATURE PAGE OF HOLDERS FOLLOWS]




                                       17
<PAGE>


                     [SIGNATURE PAGE OF HOLDERS TO ISWI RRA]

                                  OMICRON MASTER TRUST
                                  By: Omicron Capital L.P., as subadvisor
                                  By: Omicron Capital Inc., its general partner

                                  By:  /s/ Bruce Bernstein
                                  Name: Bruce Bernstein
                                  Title: Managing Partner


                       [SIGNATURE PAGE OF HOLDERS FOLLOWS]




                                       18
<PAGE>


                     [SIGNATURE PAGE OF HOLDERS TO ISWI RRA]

MIDSUMMER INVESTMENT, LTD.



By: /s/ Scott Kaufman
Name: Scott Kaufman
Title: Managing Director, Midsummer Capital LLC,
as investment advisor to Midsummer Investment Ltd



                       [SIGNATURE PAGE OF HOLDERS FOLLOWS]




                                       19
<PAGE>


                     [SIGNATURE PAGE OF HOLDERS TO ISWI RRA]


MICROCAPITAL FUND LP



By: /s/ Christopher P. Swenson
Name: Christopher P. Swenson
Title: Vice President, MicroCapital LLC


                       [SIGNATURE PAGE OF HOLDERS FOLLOWS]




                                       20
<PAGE>


                     [SIGNATURE PAGE OF HOLDERS TO ISWI RRA]

MICROCAPITAL FUND LTD



By: /s/ Christopher P. Swenson
Name: Christopher P. Swenson
Title: Vice President, MicroCapital LLC





                                       21
<PAGE>



                              Plan of Distribution

         The selling stockholders and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of common stock on any stock exchange, market or trading facility on which the
shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. The selling stockholders may use any one or more of the
following methods when selling shares:

         o        ordinary brokerage transactions and transactions in which the
                  broker dealer solicits purchasers;

         o        block trades in which the broker dealer will attempt to sell
                  the shares as agent but may position and resell a portion of
                  the block as principal to facilitate the transaction;

         o        purchases by a broker-dealer as principal and resale by the
                  broker dealer for its account;

         o        an exchange distribution in accordance with the rules of the
                  applicable exchange;

         o        privately negotiated transactions;

         o        broker dealers may agree with the selling stockholders to sell
                  a specified number of such shares at a stipulated price per
                  share;

         o        a combination of any such methods of sale; and

         o        any other method permitted pursuant to applicable law.

     The selling stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus. Broker dealers
engaged by the selling stockholders may arrange for other brokers dealers to
participate in sales. Broker dealers may receive commissions or discounts from
the selling stockholders (or, if any broker dealer acts as agent for the
purchaser of shares, from the purchaser) in amounts to be negotiated. The
selling stockholders do not expect these commissions and discounts to exceed
what is customary in the types of transactions involved. Broker dealers may
agree to sell a specified number of such shares at a stipulated price per share,
and, to the extent such broker dealer is unable to do so acting as agent for us
or a selling shareholder, to purchase as principal any unsold shares at the
price required to fulfill the broker-dealer commitment. Broker dealers who
acquire shares as principal may thereafter resell such shares from time to time
in transactions, which may involve block transactions and sales to and through
other broker dealers, including transactions of the nature described above, in
the over the counter markets or otherwise at prices and on terms then prevailing
at the time of sale, at prices other than related to the then-current market
price or in negotiated transactions. In connection with such resales,
broker-dealers may pay to or receive from the purchasers such shares commissions
as described above.


                                       22
<PAGE>

         The selling stockholder may from time to time pledge or grant a
security interest in some or all of the Shares or common stock or Warrant owned
by them and, if they default in the performance of their secured obligations,
the pledgees or secured parties may offer and sell the shares of common stock
from time to time under this prospectus, or under an amendment to this
prospectus under Rule 424(b)(3) or other applicable provision of the Securities
Act of 1933 amending the list of selling stockholders to include the pledgee,
transferee or other successors in interest as selling stockholders under this
prospectus.

         The selling stockholders also may transfer the shares of common stock
in other circumstances, in which case the transferees, pledgees or other
successors in interest will be the selling beneficial owners for purposes of
this prospectus.

         The selling stockholders and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. The selling stockholders have
informed the Company that none of them have any agreement or understanding,
directly or indirectly, with any person to distribute the common stock.

         The Company is required to pay all fees and expenses incurred by the
Company incident to the registration of the shares. The Company has agreed to
indemnify the selling stockholders against certain losses, claims, damages and
liabilities, including liabilities under the Securities Act.





                                       23