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                                                                     EXHIBIT 4.3


                          REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement (this "Agreement") is made and
entered into as of December 3, 2003, by and between Bam! Entertainment, Inc., a
Delaware corporation (the "Company"), and Laurus Master Fund, Ltd. (the
"Purchaser").

         This Agreement is made pursuant to the Securities Purchase Agreement,
dated as of the date hereof, by and between the Purchaser and the Company (the
"Securities Purchase Agreement"), and pursuant to the Note and the Warrants
referred to therein.

         The Company and the Purchaser hereby agree as follows:

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

            "Commission" means the Securities and Exchange Commission.

            "Common Stock" means shares of the Company's common stock, par value
$0.01 per share.

            "Effectiveness Date" means the 90th day following the date hereof.

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

            "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and any successor statute.

            "Filing Date" means, with respect to the Registration Statement
required to be filed hereunder, a date no later than the later of (a) thirty
(30) days following the date upon which the principal amount of the Term Loan to
the Company in original principal amount of $1,500,000 funded to the Company and
(b) ten (10) days following the effectiveness of the Company's Registration
Statement on Form S-3 SEC file number 333-110063.

            "Holder" or "Holders" means the Purchaser or any of its affiliates
or transferees to the extent any of them hold Registrable Securities.

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

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

            "Note" has the meaning set forth in the Securities Purchase
Agreement.

            "Proceeding" means an action, claim, suit, investigation or
proceeding (including, without limitation, an investigation or partial
proceeding, such as a deposition), whether commenced or threatened.

            "Prospectus" means the prospectus included in the Registration
Statement (including, without limitation, 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 the 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 the shares of Common Stock issued
upon the conversion of the Note and issuable upon exercise of the Warrants.

            "Registration Statement" means each registration statement required
to be filed hereunder, including 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.

            "Rule 144" means Rule 144 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 effect as such Rule.

            "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 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

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rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.

            "Securities Act" means the Securities Act of 1933, as amended, and
any successor statute.

            "Securities Purchase Agreement" means the agreement between the
parties hereto calling for the issuance by the Company of One Million Five
Hundred Thousand Dollars ($1,500,000) of convertible Note plus Warrants.

            "Trading Market" means any of the NASD OTC Bulletin Board, NASDAQ
SmallCap Market, the Nasdaq National Market, the American Stock Exchange or the
New York Stock Exchange.

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

            2. Registration.

                  (a) On or prior to the Filing Date the Company shall prepare
            and file with the Commission a Registration Statement covering the
            Registrable Securities for an offering to be made on a continuous
            basis pursuant to Rule 415. The Registration Statement shall be on
            Form S-2 or Form S-3 (except if the Company is not then eligible to
            register for resale the Registrable Securities on Form S-2 or Form
            S-3, in which case such registration shall be on another appropriate
            form in accordance herewith). The Company shall cause the
            Registration Statement to become effective and remain effective as
            provided herein. The Company shall use its reasonable commercial
            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 no later than the Effectiveness Date. The
            Company shall use its reasonable commercial efforts to keep the
            Registration Statement continuously effective under the Securities
            Act until the date which is the earlier date of when (i) all
            Registrable Securities have been sold or (ii) all Registrable
            Securities may be sold immediately without registration under the
            Securities Act and without volume restrictions pursuant to Rule
            144(k), as determined by the counsel to the Company pursuant to a
            written opinion letter to such effect, addressed and acceptable to
            the Company's transfer agent and the affected Holders (the
            "Effectiveness Period").

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                  (b) If: (i) the Registration Statement is not filed on or
            prior to the Filing Date; (ii) the Registration Statement is not
            declared effective by the Commission by the Effectiveness Date;
            (iii) after the Registration Statement is filed with and declared
            effective by the Commission, the Registration Statement ceases to be
            effective (by suspension or otherwise) as to all Registrable
            Securities to which it is required to relate at any time prior to
            the expiration of the Effectiveness Period (without being succeeded
            immediately by an additional registration statement filed and
            declared effective) for a period of time which shall exceed 30 days
            in the aggregate per year or more than 20 consecutive calendar days
            (defined as a period of 365 days commencing on the date the
            Registration Statement is declared effective); or (iv) the Common
            Stock is not listed or quoted, or is suspended from trading on any
            Trading Market for a period of three (3) consecutive Trading Days
            (provided the Company shall not have been able to cure such trading
            suspension within 30 days of the notice thereof or list the Common
            Stock on another Trading Market); (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 30 day or 20 consecutive day period (as the case
            may be) is exceeded, or for purposes of clause (iv) the date on
            which such three (3) Trading Day period is exceeded, being referred
            to as "Event Date"), then 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 1.0% for each thirty (30) day
            period (prorated for partial periods) on a daily basis of the
            original principal amount of the Note. While such Event continues,
            such liquidated damages shall be paid not less often than each
            thirty (30) days. Any unpaid liquidated damages as of the date when
            an Event has been cured by the Company shall be paid within three
            (3) days following the date on which such Event has been cured by
            the Company.

                  (c) Within three business days of the Effectiveness Date, the
            Company shall cause its counsel to issue a blanket opinion in the
            form attached hereto as Exhibit A, to the transfer agent stating
            that the shares are subject to an effective registration statement
            and can be reissued free of restrictive legend upon notice of a sale
            by Laurus and confirmation by Laurus that it has complied with the
            prospectus delivery requirements, provided that the Company has not
            advised the transfer agent orally or in writing that the opinion has
            been withdrawn. Copies of the blanket opinion required by this
            Section 2(c) shall be delivered to Laurus within the time frame set
            forth above.

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            3. Registration Procedures. If and whenever the Company is required
by the provisions hereof to effect the registration of any Registrable
Securities under the Securities Act, the Company will, as expeditiously as
possible:

                  (a) prepare and file with the Commission the Registration
            Statement with respect to such Registrable Securities, respond as
            promptly as possible to any comments received from the Commission,
            and use its best efforts to cause the Registration Statement to
            become and remain effective for the Effectiveness Period with
            respect thereto, and promptly provide to the Purchaser copies of all
            filings and Commission letters of comment relating thereto;

                  (b) prepare and file with the Commission such amendments and
            supplements to the Registration Statement and the Prospectus used in
            connection therewith as may be necessary to comply with the
            provisions of the Securities Act with respect to the disposition of
            all Registrable Securities covered by the Registration Statement and
            to keep such Registration Statement effective until the expiration
            of the Effectiveness Period;

                  (c) furnish to the Purchaser such number of copies of the
            Registration Statement and the Prospectus included therein
            (including each preliminary Prospectus) as the Purchaser reasonably
            may request to facilitate the public sale or disposition of the
            Registrable Securities covered by the Registration Statement;

                  (d) use its commercially reasonable efforts to register or
            qualify the Purchaser's Registrable Securities covered by the
            Registration Statement under the securities or "blue sky" laws of
            such jurisdictions within the United States as the Purchaser may
            reasonably request, provided, however, that the Company shall not
            for any such purpose be required to qualify generally to transact
            business as a foreign corporation in any jurisdiction where it is
            not so qualified or to consent to general service of process in any
            such jurisdiction;

                  (e) list the Registrable Securities covered by the
            Registration Statement with any securities exchange on which the
            Common Stock of the Company is then listed;

                  (f) immediately notify the Purchaser at any time when a
            Prospectus relating thereto is required to be delivered under the
            Securities Act, of the happening of any event of which the Company
            has knowledge as a result of

<PAGE>


            which the Prospectus contained in such Registration Statement, as
            then in effect, includes an untrue statement of a material fact or
            omits to state a material fact required to be stated therein or
            necessary to make the statements therein not misleading in light of
            the circumstances then existing; and

                  (g) make available for inspection by the Purchaser and any
            attorney, accountant or other agent retained by the Purchaser, all
            publicly available, non-confidential financial and other records,
            pertinent corporate documents and properties of the Company, and
            cause the Company's officers, directors and employees to supply all
            publicly available, non-confidential information reasonably
            requested by the attorney, accountant or agent of the Purchaser.

            4. Registration Expenses. All expenses relating to the Company's
compliance with Sections 2 and 3 hereof, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel and independent public accountants for the Company, fees and expenses
(including reasonable Company counsel fees) incurred in connection with
complying with state securities or "blue sky" laws, fees of the NASD, transfer
taxes, fees of transfer agents and registrars, fees of, and disbursements
incurred by, one counsel for the Holders (to the extent such counsel is required
due to Company's failure to meet any of its obligations hereunder) up to a
maximum of $5,000, are called "Registration Expenses". All selling commissions
applicable to the sale of Registrable Securities, including any fees and
disbursements of any special counsel to the Holders beyond those included in
Registration Expenses, are called "Selling Expenses." The Company shall only be
responsible for all Registration Expenses.

            5. Indemnification.

                  (a) In the event of a registration of any Registrable
            Securities under the Securities Act pursuant to this Agreement, the
            Company will indemnify and hold harmless the Purchaser, and its
            officers, directors and each other person, if any, who controls the
            Purchaser within the meaning of the Securities Act, against any
            losses, claims, damages or liabilities, joint or several, to which
            the Purchaser, or such persons 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 Registration Statement under which
            such Registrable Securities were registered under the Securities Act
            pursuant to this Agreement, any preliminary Prospectus or final
            Prospectus

<PAGE>


            contained therein, or any amendment or supplement thereof, 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, and will reimburse
            the Purchaser, and each such person for any reasonable legal or
            other expenses incurred by them in connection with investigating or
            defending any such loss, claim, damage, liability or action;
            provided, however, that the Company will not be liable in any such
            case if and 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 so made in
            conformity with information furnished by or on behalf of the
            Purchaser or any such person in writing specifically for use in any
            such document.

                  (b) In the event of a registration of the Registrable
            Securities under the Securities Act pursuant to this Agreement, the
            Purchaser will indemnify and hold harmless the Company, and its
            officers, directors and each other person, if any, who controls the
            Company within the meaning of the Securities Act, against all
            losses, claims, damages or liabilities, joint or several, to which
            the Company or such persons 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 which was furnished in writing by the Purchaser to the
            Company expressly for use in (and such information is contained in)
            the Registration Statement under which such Registrable Securities
            were registered under the Securities Act pursuant to this Agreement,
            any preliminary Prospectus or final Prospectus contained therein, or
            any amendment or supplement thereof, 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, and will reimburse the Company
            and each such person for any reasonable legal or other expenses
            incurred by them in connection with investigating or defending any
            such loss, claim, damage, liability or action, provided, however,
            that the Purchaser will be liable in any such case if and only 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 so made in conformity with
            information furnished in writing to the Company by or on behalf of
            the Purchaser specifically for use in any such document.
            Notwithstanding the provisions of this paragraph, the Purchaser
            shall not be required to indemnify any person or entity in excess of
            the amount of the aggregate net proceeds received by the Purchaser
            in respect of Registrable Securities in connection with any such
            registration under the Securities Act.

<PAGE>


                  (c) Promptly after receipt by a party entitled to claim
            indemnification hereunder (an "Indemnified Party") of notice of the
            commencement of any action, such Indemnified Party shall, if a claim
            for indemnification in respect thereof is to be made against a party
            hereto obligated to indemnify such Indemnified Party (an
            "Indemnifying Party"), notify the Indemnifying Party in writing
            thereof, but the omission so to notify the Indemnifying Party shall
            not relieve it from any liability which it may have to such
            Indemnified Party other than under this Section 5(c) and shall only
            relieve it from any liability which it may have to such Indemnified
            Party under this Section 5(c) if and to the extent the Indemnifying
            Party is prejudiced by such omission. In case any such action shall
            be brought against any Indemnified Party and it shall notify the
            Indemnifying Party of the commencement thereof, the Indemnifying
            Party shall be entitled to participate in and, to the extent it
            shall wish, to assume and undertake the defense thereof with counsel
            satisfactory to such Indemnified Party, and, after notice from the
            Indemnifying Party to such Indemnified Party of its election so to
            assume and undertake the defense thereof, the Indemnifying Party
            shall not be liable to such Indemnified Party under this Section
            5(c) for any legal expenses subsequently incurred by such
            Indemnified Party in connection with the defense thereof; if the
            Indemnified Party retains its own counsel, then the Indemnified
            Party shall pay all fees, costs and expenses of such counsel,
            provided, however, that, if the defendants in any such action
            include both the indemnified party and the Indemnifying Party and
            the Indemnified Party shall have reasonably concluded that there may
            be reasonable defenses available to it which are different from or
            additional to those available to the Indemnifying Party or if the
            interests of the Indemnified Party reasonably may be deemed to
            conflict with the interests of the Indemnifying Party, the
            Indemnified Party shall have the right to select one separate
            counsel and to assume such legal defenses and otherwise to
            participate in the defense of such action, with the reasonable
            expenses and fees of such separate counsel and other expenses
            related to such participation to be reimbursed by the Indemnifying
            Party as incurred.

                  (d) In order to provide for just and equitable contribution in
            the event of joint liability under the Securities Act in any case in
            which either (i) the Purchaser, or any officer, director or
            controlling person of the Purchaser, makes a claim for
            indemnification pursuant to this Section 5 but it is judicially

<PAGE>


            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 this
            Section 5 provides for indemnification in such case, or (ii)
            contribution under the Securities Act may be required on the part of
            the Purchaser or such officer, director or controlling person of the
            Purchaser in circumstances for which indemnification is provided
            under this Section 5; then, and in each such case, the Company and
            the Purchaser will contribute to the aggregate losses, claims,
            damages or liabilities to which they may be subject (after
            contribution from others) in such proportion so that the Purchaser
            is responsible only for the portion represented by the percentage
            that the public offering price of its securities offered by the
            Registration Statement bears to the public offering price of all
            securities offered by such Registration Statement, provided,
            however, that, in any such case, (A) the Purchaser will not be
            required to contribute any amount in excess of the public offering
            price of all such securities offered by it pursuant to such
            Registration Statement; and (B) no person or entity guilty of
            fraudulent misrepresentation (within the meaning of Section 10(f) of
            the Act) will be entitled to contribution from any person or entity
            who was not guilty of such fraudulent misrepresentation.

            6. Representations and Warranties.

                  (a) The Common Stock of the Company is registered pursuant to
            Section 12(b) or 12(g) of the Exchange Act and, except with respect
            to certain matters which the Company has disclosed to the Purchaser
            on Schedule 4.21 to the Securities Purchase Agreement, the Company
            has timely filed all proxy statements, reports, schedules, forms,
            statements and other documents required to be filed by it under the
            Exchange Act. The Company has filed (i) its Annual Report on Form
            10-K for the fiscal year ended June 30, 2003 and (ii) its Quarterly
            Report on Form 10-Q for the fiscal quarters ended September 30, 2003
            (collectively, the "SEC Reports"). Each SEC Report was, at the time
            of its filing, in substantial compliance with the requirements of
            its respective form and none of the SEC Reports, nor the financial
            statements (and the notes thereto) included in the SEC Reports, as
            of their respective filing dates, contained any untrue statement of
            a material fact or omitted 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. The
            financial statements of the Company included in the SEC Reports
            comply as to form in all material respects with applicable
            accounting requirements and the

<PAGE>


            published rules and regulations of the Commission or other
            applicable rules and regulations with respect thereto. Such
            financial statements have been prepared in accordance with generally
            accepted accounting principles ("GAAP") applied on a consistent
            basis during the periods involved (except (i) as may be otherwise
            indicated in such financial statements or the notes thereto or (ii)
            in the case of unaudited interim statements, to the extent they may
            not include footnotes or may be condensed) and fairly present in all
            material respects the financial condition, the results of operations
            and the cash flows of the Company and its subsidiaries, on a
            consolidated basis, as of, and for, the periods presented in each
            such SEC Report.

                  (b) The Common Stock is listed for trading on the Nasdaq
            SmallCap Market and satisfies all requirements for the continuation
            of such listing. Except as set forth on Schedule 4.22 to the
            Securities Purchase Agreement , the Company has not received any
            notice that its Common Stock will be delisted from the Nasdaq
            SmallCap Market (except for prior notices which have been fully
            remedied) or that the Common Stock does not meet all requirements
            for the continuation of such listing.

                  (c) Neither the Company, nor any of its affiliates, nor any
            person acting on its or their behalf, has directly or indirectly
            made any offers or sales of any security or solicited any offers to
            buy any security under circumstances that would cause the offering
            of the Securities pursuant to the Securities Purchase Agreement to
            be integrated with prior offerings by the Company for purposes of
            the Securities Act which would prevent the Company from selling the
            Common Stock pursuant to Rule 506 under the Securities Act, or any
            applicable exchange-related stockholder approval provisions, nor
            will the Company or any of its affiliates or subsidiaries take any
            action or steps that would cause the offering of the Securities to
            be integrated with other offerings.

                  (d) The Warrants, the Note and the shares of Common Stock
            which the Purchaser may acquire pursuant to the Warrants and the
            Note are all restricted securities under the Securities Act as of
            the date of this Agreement. The Company will not issue any stop
            transfer order or other order impeding the sale and delivery of any
            of the Registrable Securities at such time as such Registrable
            Securities are registered for public sale or an exemption from
            registration is available, except as required by federal or state
            securities laws.

<PAGE>


                  (e) The Company understands the nature of the Registrable
            Securities issuable upon the conversion of the Note and the exercise
            of the Warrant and recognizes that the issuance of such Registrable
            Securities may have a potential dilutive effect. The Company
            specifically acknowledges that its obligation to issue the
            Registrable Securities is binding upon the Company and enforceable
            regardless of the dilution such issuance may have on the ownership
            interests of other shareholders of the Company.

                  (f) Except for agreements made in the ordinary course of
            business or further to agreements whereby all necessary waivers have
            been obtained, the detail of which are set forth on Schedule 6(f)
            hereto, there is no agreement that has not been filed with the
            Commission as an exhibit to a registration statement or to a form
            required to be filed by the Company under the Exchange Act, the
            breach of which could reasonably be expected to have a material and
            adverse effect on the Company and its subsidiaries, or would
            prohibit or otherwise interfere with the ability of the Company to
            enter into and perform any of its obligations under this Agreement
            in any material respect.

                  (g) The Company will at all times have authorized and reserved
            a sufficient number of shares of Common Stock for the full
            conversion of the Note and exercise of the Warrants.

            7. Miscellaneous.

                  (a) Remedies. In the event of a breach by the Company or by a
            Holder, of any of their respective obligations under this Agreement,
            each Holder or the Company, as the case may be, in addition to being
            entitled to exercise all rights granted by law and under this
            Agreement, including recovery of damages, will be entitled to
            specific performance of its rights under this Agreement.

                  (b) No Piggyback on Registrations. Except as and to the extent
            specified in Schedule 7(b) 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 any
            Registration Statement other than the Registrable Securities, and
            the Company shall not after the date hereof enter into any agreement
            providing any such right for inclusion of shares in the Registration
            Statement to any of its security holders. Except as and to the
            extent specified in Schedule 7(b) hereto, the Company has not
            previously entered into any agreement granting any registration
            rights with respect to any of its securities to any Person that have
            not been fully satisfied.

<PAGE>


                  (c) 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.

                  (d) 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 a Discontinuation Event
            (as defined below), such Holder will forthwith discontinue
            disposition of such Registrable Securities under the applicable
            Registration Statement until such Holder's receipt of the copies of
            the supplemented Prospectus and/or amended Registration Statement 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.
            For purposes of this Section 7(d), a "Discontinuation Event" shall
            mean (i) 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); (ii) any request
            by the Commission or any other Federal or state governmental
            authority for amendments or supplements to such Registration
            Statement or Prospectus or for additional information; (iii) the
            issuance by the Commission of any stop order suspending the
            effectiveness of such Registration Statement covering any or all of
            the Registrable Securities or the initiation of any Proceedings for
            that purpose; (iv) 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; and/or (v) the occurrence of any event or passage
            of time that makes the financial statements included in such
            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

<PAGE>


            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.

                  (e) 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 the Holders of fifty one
            percent (51%) of the then outstanding Registrable Securities.

                  (f) Notices. Any notice or request hereunder may be given to
            the Company or the Purchaser at the respective addresses set forth
            below or as may hereafter be specified in a notice designated as a
            change of address under this Section 7(g). Any notice or request
            hereunder shall be given by registered or certified mail, return
            receipt requested, hand delivery, overnight mail, Federal Express or
            other national overnight next day carrier (collectively, "Courier")
            or telecopy (confirmed by mail). Notices and requests shall be, in
            the case of those by hand delivery, deemed to have been given when
            delivered to any party to whom it is addressed, in the case of those
            by mail or overnight mail, deemed to have been given three (3)
            business days after the date when deposited in the mail or with the
            overnight mail carrier, in the case of a Courier, the next business
            day following timely delivery of the package with the Courier, and,
            in the case of a telecopy, when confirmed. The address for such
            notices and communications shall be as follows:

                  If to the Company:         Bam! Entertainment, Inc.
                                             333 West Santa Clara Street
                                             Suite 716
                                             San Jose, CA  95113
                                             Attention: President
                                             Facsimile:

<PAGE>


                                             with a copy to: Kirkpatrick &
                                             Lockhart, LLP
                                             10100 Santa Monica Boulevard
                                             Seventh Floor
                                             Los Angeles, CA  90067
                                             Attention: Thomas Poletti, Esq.
                                             Facsimile: (310) 552-5037

                  If to a Purchaser:         To the address set forth under such
                                             Purchaser name on the signature
                                             pages hereto.

                  If to any other
                  Person who is then         To the address of such Holder as it
                  the registered             appears in the stock transfer books
                  Holder:                    of the Company


            or such other address as may be designated in writing hereafter in
            accordance with this Section 7(g) by such Person.

                  (g) 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 each Holder. Each
            Holder may assign their respective rights hereunder in the manner
            and to the Persons as permitted under the Notes and the Security
            Agreement with the prior written consent of the Company, which
            consent shall not be unreasonably withheld.

                  (h) Execution and 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.

<PAGE>


                  (i) 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. Each party agrees that all
            Proceedings concerning the interpretations, enforcement and defense
            of the transactions contemplated by this Agreement shall be
            commenced exclusively in the state and federal courts sitting in the
            City of New York, Borough of Manhattan. Each party hereto hereby
            irrevocably submits to the exclusive jurisdiction of the state and
            federal courts sitting in the City of New York, Borough of Manhattan
            for the adjudication of any dispute hereunder or in connection
            herewith or with any transaction contemplated hereby or discussed
            herein, and hereby irrevocably waives, and agrees not to assert in
            any Proceeding, any claim that it is not personally subject to the
            jurisdiction of any such court, that such Proceeding is improper.
            Each party hereto hereby irrevocably waives personal service of
            process and consents to process being served in any such 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. Each party hereto hereby irrevocably waives, 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 a Proceeding to enforce any provisions of a
            Transaction Document, then the prevailing party in such Proceeding
            shall be reimbursed by the other party for its reasonable attorneys
            fees and other costs and expenses incurred with the investigation,
            preparation and prosecution of such Proceeding.

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

                  (k) 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

<PAGE>


            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.

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

                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK;
                             SIGNATURE PAGE FOLLOWS]


<PAGE>


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

BAM! ENTERTAINMENT, INC.                   LAURUS MASTER FUND, LTD.


By:     /s/ Stephen Ambler                 By:    /s/ [Illegible]
       -----------------------                    ------------------------------
Name:   Stephen Ambler                     Name:
       -----------------------                    ------------------------------
Title:  CFO                                Title:
       -----------------------                    ------------------------------

                                           Address for Notices:

                                           825 Third Avenue - 14th Floor
                                           New York, NY  10022
                                           Attention:  David Grin
                                           Facsimile:  212-541-4434

<PAGE>


                                    EXHIBIT A

                                [Month __, 2003]

[Continental Stock Transfer
   & Trust Company
Two Broadway
New York, NY  10004
Attn:  William Seegraber]

         Re:  [Company Name]. Registration Statement on Form [S-3]

Ladies and Gentlemen:

         As counsel to[company name] , a Delaware corporation (the "Company"),
we have been requested to render our opinion to you in connection with the
resale by the individuals or entitles listed on Schedule A attached hereto (the
"Selling Stockholders"), of an aggregate of [amount] shares (the "Shares") of
the Company's Common Stock.

         A Registration Statement on Form [S-3] under the Securities Act of
1933, as amended (the "Act"), with respect to the resale of the Shares was
declared effective by the Securities and Exchange Commission on [date]. Enclosed
is the Prospectus dated [date]. We understand that the Shares are to be offered
and sold in the manner described in the Prospectus.

         Based upon the foregoing, upon request by the Selling Stockholders at
any time while the registration statement remains effective, it is our opinion
that the Shares have been registered for resale under the Act and new
certificates evidencing the Shares upon their transfer or re-registration by the
Selling Stockholders may be issued without restrictive legend. We will advise
you if the registration statement is not available or effective at any point in
the future.

                                        Very truly yours,


                                        [Company counsel]



<PAGE>




                                   SCHEDULE A


<Table>
<Caption>

                                                 Shares
Selling Stockholder          R/N/O            Being Offered
-------------------          -----            -------------
<S>                          <C>              <C>





</Table>





                                    Sch7(b)-1