EXHIBIT 10.2


                          REGISTRATION RIGHTS AGREEMENT


     This Registration  Rights Agreement (this  "Agreement") is made and entered
into as of May 26,  2004,  by and among Mace  Security  International,  Inc.,  a
Delaware corporation (the "Company"),  and the purchasers signatory hereto (each
such purchaser, a "Purchaser" and 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:

          "Advice" shall have the meaning set forth in Section 6(d).

          "Effectiveness Date" means, with respect to the Registration Statement
     required to be filed  hereunder,  the earlier of (a) the 95th  calendar day
     following  the date of the  Purchase  Agreement  (125 days in the case of a
     "full review" by the Commission"),  and (b) the fifth Trading Day following
     the date on which  the  Company  is  notified  by the  Commission  that the
     Registration  Statement  will not be  reviewed  or is no longer  subject to
     further review and comments.

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

          "Event" shall have the meaning set forth in Section 2(b).

          "Event Date" shall have the meaning set forth in Section 2(b).

          "Filing  Date"  means,  with  respect  to the  Registration  Statement
     required to be filed hereunder, the 35th calendar day following the date of
     the Purchase Agreement.

          "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).

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

          "Losses" shall have the meaning set forth in Section 5(a).


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          "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  all of the  Shares  and the  Warrant
     Shares,  together  with any shares of Common Stock issued or issuable  upon
     any  stock  split,  dividend  or other  distribution,  recapitalization  or
     similar event with respect to the foregoing.

          "Registration Statement" means the registration statements required to
     be filed hereunder, including (in each case) the Prospectus, amendments and
     supplements to the 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 the
     registration statement.

          "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.

     2. Registration.

          (a) On or prior to the Filing Date, the Company shall prepare and file
     with the Commission the Registration  Statement  covering the resale of all
     of the  Registrable  Securities  for an offering to be made on a continuous
     basis pursuant to Rule 415. The Registration  Statement  required hereunder
     shall  be on Form S-3  (except  if the  Company  is not  then  eligible  to
     register for resale the  Registrable  Securities on Form S-3, in which case
     the  Registration  shall  be on  another  appropriate  form  in  accordance
     herewith).  The  Registration  Statement  required  hereunder shall contain
     (except if 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 its best efforts to cause the Registration
     Statement to be declared  effective under

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     the Securities Act as promptly as possible after the filing thereof, but in
     any event not later  than the  Effectiveness  Date,  and shall use its best
     efforts to keep the Registration Statement continuously effective under the
     Securities Act until the date when all  Registrable  Securities  covered by
     the  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 to such effect,  addressed and
     acceptable to the Company's  transfer  agent and the affected  Holders (the
     "Effectiveness Period").

          (b) If: (i) a  Registration  Statement is not filed on or prior to the
     Filing  Date  (if  the  Company  files  a  Registration  Statement  without
     affording the Holder the  opportunity  to review and comment on the same as
     required by Section 3(a), the Company shall not be deemed to have satisfied
     this 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,  within five  Trading Days of 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," or is not subject to
     further review, or (iii) prior to the date when such Registration Statement
     is first declared effective by the Commission,  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
     calendar  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 on or before the Effectiveness Date, or (v) after a Registration
     Statement is first declared effective by the Commission,  it ceases for any
     reason to remain  continuously  effective as to all Registrable  Securities
     for which it is required to be effective,  or the Holders are not permitted
     to utilize the Prospectus  therein to resell such  Registrable  Securities,
     for in any such  case 15  calendar  consecutive  days  but no more  than an
     aggregate of 15 calendar days during any 12 month period (which need not be
     consecutive  Trading  Days)(any such failure or breach being referred to as
     an "Event,"  and for  purposes of clause (i) or (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 calendar days is exceeded,  or for purposes of clause (v) the
     date on which such 15 calendar day period is exceeded  being referred to as
     "Event Date"), then on each such Event Date and on each monthly anniversary
     of each such Event Date (if the applicable  Event shall not have been cured
     by such 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 1.5% of the aggregate  purchase price paid by such Holder pursuant
     to the Purchase Agreement for any Registrable  Securities then held by such
     Holder;  provided,  however, with respect to liquidated damages that accrue
     pursuant to clause (iv), the rate at which  liquidated  damages will accrue
     during the first 30 days following the Effectiveness Date shall be 1.0%. 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 18% 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 daily  pro-rata basis for any
     portion of a month prior to the cure of an Event.  Notwithstanding anything
     herein to the contrary,  liquidated damages shall be the sole and exclusive
     remedy of a Holder with respect to any Events that occur

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     hereunder prior to the 8 month  anniversary of the date hereof but shall be
     in addition to any other rights such Holder may have under  applicable  law
     after the 8 month anniversary of the date hereof.

     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 the
     Registration  Statement  or any  related  Prospectus  or any  amendment  or
     supplement thereto, the Company shall, (i) furnish to the Holders copies of
     all such documents proposed to be filed (including  documents  incorporated
     or deemed incorporated by reference to the extent requested by such Person)
     which  documents  will be subject to the review of such  Holders,  and (ii)
     cause its officers and directors,  counsel and independent certified public
     accountants  to respond to 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 object in good faith, provided that
     the  Company  is  notified  of such  objection  in  writing no later than 5
     Trading  Days  after  the  Holders  have been so  furnished  copies of such
     documents.  Each  Holder  agrees to  furnish  to the  Company  a  completed
     Questionnaire in the form attached to this Agreement as Annex B (a "Selling
     Holder  Questionnaire")  not less than two Trading Days prior to the Filing
     Date or by the end of the fourth  Trading Day  following  the date on which
     such Holder receives draft materials in accordance with this Section.

          (b)  (i)  Prepare  and  file  with  the  Commission  such  amendments,
     including post-effective  amendments, to the Registration Statement and the
     Prospectus  used in  connection  therewith  as may be necessary to keep the
     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, 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 the
     Registration  Statement  or any  amendment  thereto  and,  as  promptly  as
     reasonably  possible,  upon request,  provide the Holders true and complete
     copies of all  correspondence  from and to the  Commission  relating to the
     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 the  Registration
     Statement  during the  applicable  period in  accordance  with the intended
     methods of disposition by the Holders thereof set forth in the Registration
     Statement as so amended or in such Prospectus as so supplemented.

          (c)  Notify  the  Holders  of  Registrable  Securities  to be  sold as
     promptly as  reasonably  possible  and (if  requested  by any such  Person)
     confirm  such notice in writing

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     promptly  following  the day (i)(A)  when a  Prospectus  or any  Prospectus
     supplement or  post-effective  amendment to the  Registration  Statement is
     proposed to be filed; (B) when the Commission  notifies the Company whether
     there will be a "review" of the  Registration  Statement  and  whenever the
     Commission  comments in writing on the Registration  Statement (the Company
     shall upon request provide true and complete copies thereof and all written
     responses  thereto  to each of the  Holders);  and (C) with  respect to the
     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 during the period of effectiveness
     of  the  Registration  Statement  for  amendments  or  supplements  to  the
     Registration Statement or Prospectus or for additional  information;  (iii)
     of  the  issuance  by  the   Commission  or  any  other  federal  or  state
     governmental  authority of any stop order  suspending the  effectiveness of
     the  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;  and  (v)  of the
     occurrence  of any  event or  passage  of time  that  makes  the  financial
     statements included in the Registration  Statement ineligible for inclusion
     therein or any statement made in the  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
     the Registration  Statement,  Prospectus or other documents so that, in the
     case of the 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.

          (d) Use commercially  reasonable efforts to avoid the issuance of, or,
     if  issued,   obtain  the  withdrawal  of  (i)  any  order  suspending  the
     effectiveness of the 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.

          (e) Furnish to each Holder,  without  charge,  at least one  conformed
     copy of the Registration  Statement and each amendment  thereto,  including
     financial statements and schedules, all documents incorporated or deemed to
     be  incorporated  therein  by  reference  to the extent  requested  by such
     Person,  and all exhibits to the extent requested by such Person (including
     those previously furnished or incorporated by reference) promptly after the
     filing of such documents with the Commission.

          (f) 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 in
     connection with resales by the Holder of Registrable Securities. 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


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     of the Registrable  Securities covered by such Prospectus and any amendment
     or supplement  thereto,  except after the giving on any notice  pursuant to
     Section 3(c).

          (g) Prior to any resale of Registrable Securities by a Holder, use its
     commercially  reasonable  efforts to register or qualify or cooperate  with
     the selling  Holders in connection with the  registration or  qualification
     (or exemption from the Registration or  qualification)  of such Registrable
     Securities  for the resale by the Holder under the  securities  or Blue Sky
     laws  of  such  jurisdictions  within  the  United  States  as  any  Holder
     reasonably  requests in writing,  to keep the Registration or qualification
     (or exemption  therefrom)  effective during the Effectiveness Period and to
     do any and all other  acts or things  reasonably  necessary  to enable  the
     disposition in such jurisdictions of the Registrable  Securities covered by
     the  Registration  Statement;  provided,  that  the  Company  shall  not be
     required to qualify  generally to do business in any jurisdiction  where it
     is not then so  qualified,  subject the Company to any  material tax in any
     such jurisdiction where it is not then so subject or file a general consent
     to service of process in any such jurisdiction.

          (h) If  requested  by the  Holders,  cooperate  with  the  Holders  to
     facilitate the timely preparation and delivery of certificates representing
     Registrable  Securities  to be delivered  to a  transferee  pursuant to the
     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.

          (i) Upon the occurrence of any event  contemplated by Section 3(c)(v),
     as promptly as  reasonably  possible,  prepare a supplement  or  amendment,
     including a post-effective  amendment,  to the 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  the  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 (v) of Section
     3(c) 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 its best 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(i) to
     suspend  the  availability  of a  Registration  Statement  and  Prospectus,
     subject to the payment of liquidated  damages pursuant to Section 2(b), for
     a period not to exceed 60 days (which need not be consecutive  days) in any
     12 month period.

          (j)  Comply  with  all  applicable   rules  and   regulations  of  the
     Commission.

          (k) The  Company  may require  each  selling  Holder to furnish to the
     Company a certified  statement  as to the number of shares of Common  Stock
     beneficially  owned by such Holder and, if required by the Commission,  the
     person  thereof  that has voting and

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     dispositive control over the Shares. During any periods that the Company is
     unable to meet its obligations  hereunder with respect to the  registration
     of the  Registrable  Securities  solely because any Holder fails to furnish
     such information  within three Trading Days of the Company's  request,  any
     liquidated  damages  that are  accruing at such time as to such Holder only
     shall be tolled and any Event that may  otherwise  occur solely  because of
     such  delay  shall  be  suspended  as  to  such  Holder  only,  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, without limitation, (i) all registration and filing fees
(including,  without  limitation,  fees and expenses (A) with respect to filings
required  to be made with the Trading  Market on which the Common  Stock is then
listed for trading,  and (B) in compliance with applicable  state  securities or
Blue Sky laws), (ii) printing expenses (including, without limitation,  expenses
of printing certificates for Registrable Securities and of printing prospectuses
if the  printing of  prospectuses  is  reasonably  requested by the holders of a
majority of the Registrable Securities included in the Registration  Statement),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company, (v) Securities Act liability insurance,  if the Company
so desires  such  insurance,  and (vi) 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,  without limitation,
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 and employees of each 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 all
     losses, claims, damages, liabilities, costs (including, without limitation,
     reasonable  attorneys'  fees) and  expenses  (collectively,  "Losses"),  as
     incurred,  arising  out of or  relating  to any  untrue or  alleged  untrue
     statement of a material fact contained in the 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  (i)  such  untrue  statements  or


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     omissions are based solely 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 the
     Registration  Statement,  such  Prospectus or such form of Prospectus or in
     any amendment or supplement  thereto (it being  understood  that the Holder
     has  approved  Annex A hereto for this  purpose)  or (ii) in the case of an
     occurrence of an event of the type specified in Section  3(c)(ii)-(v),  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(d). The Company shall notify the Holders promptly
     of the  institution,  threat or  assertion of any  Proceeding  of which the
     Company is aware in connection with the  transactions  contemplated by this
     Agreement.

          (b) Indemnification by Holders.  Each Holder shall,  severally and not
     jointly, 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 or employees of such controlling
     Persons,  to the fullest  extent  permitted  by  applicable  law,  from and
     against  all Losses,  as  incurred,  to the extent  arising out of or based
     solely  upon:  (x) such  Holder's  failure  to comply  with the  prospectus
     delivery  requirements  of the  Securities Act or (y) 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 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  not
     misleading  (i) to the  extent,  but only to the  extent,  that such untrue
     statement  or omission is  contained  in any  information  so  furnished in
     writing by such Holder to the Company  specifically  for  inclusion  in the
     Registration  Statement or such  Prospectus  or (ii) to the extent that (1)
     such untrue  statements  or  omissions  are based  solely 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 the  Registration  Statement (it being
     understood  that the Holder has approved  Annex A hereto for this purpose),
     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(c)(ii)-(v),  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(d). 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.

          (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

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     is sought (the "Indemnifying Party") in writing, and the Indemnifying Party
     shall  have  the  right  to  assume  the  defense  thereof,  including  the
     employment of counsel 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 it shall be finally  determined  by a court of competent  jurisdiction
     (which  determination is not subject to appeal or further review) 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;  (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 reasonably  believe 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  reasonable  fees and  expenses  of one  separate
     counsel  shall  be  at  the  expense  of  the  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  reasonable  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,  within ten Trading
     Days of written notice thereof to the Indemnifying  Party;  provided,  that
     the Indemnified Party shall promptly  reimburse the Indemnifying  Party for
     that portion of such fees and expenses applicable to such actions for which
     such  Indemnified  Party  is not  entitled  to  indemnification  hereunder,
     determined based upon the relative faults of the parties.

          (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

                                       9

<PAGE>

     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 this
     Agreement,  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 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, except in the case of fraud by such Holder.

          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) Remedies.  In the event of a breach by the Company or by a Holder,
     of any of their  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.  The Company and each Holder agree that  monetary  damages would
     not provide  adequate  compensation  for any losses incurred by reason of a
     breach by it of any of the  provisions of this Agreement and hereby further
     agrees that, in the event of any action for specific performance in respect
     of such  breach,  it shall waive the defense  that a remedy at law would be
     adequate.

          (b) No  Piggyback  on  Registrations.  Except as set forth on Schedule
     6(b) 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 a  Registration  Statement  other  than the
     Registrable  Securities.  No Person  has any right to cause the  Company to
     effect the  registration  under the Securities Act of any securities of the
     Company. The Company shall not file any other registration  statement until
     after the Effective Date.

                                       10
<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 any event of the kind described in Section 3(c),  such
     Holder  will  forthwith   discontinue   disposition  of  such   Registrable
     Securities under the 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 will use its best efforts
     to ensure that the use of the  Prospectus  may be resumed as promptly as it
     practicable.  The Company agrees and  acknowledges  that any periods 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).

          (e) Piggy-Back Registrations.  If at any time during the Effectiveness
     Period there is not an effective Registration Statement covering all of the
     Registrable  Securities 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 the
     stock option or other employee  benefit plans,  then the Company shall send
     to each  Holder a  written  notice  of such  determination  and,  if within
     fifteen  days  after  the date 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,  subject  to  customary  underwriter  cutbacks
     applicable to all holders of registration rights.

          (f)  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 each Holder of the then outstanding Registrable Securities.

          (g) Notices. Any and all notices or other communications or deliveries
     required or permitted to be provided  hereunder shall be made in accordance
     with the provisions of the Purchase Agreement.

          (h) 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.  Each Holder may
     assign their  respective  rights hereunder in the manner and to the Persons
     as permitted under the Purchase Agreement.

                                       11
<PAGE>


          (i) 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.

          (j)  Governing  Law.  All  questions   concerning  the   construction,
     validity,  enforcement  and  interpretation  of  this  Agreement  shall  be
     determined with the provisions of the Purchase Agreement.

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

          (l) 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 commercially  reasonable efforts to find and
     employ an alternative  means to achieve the same or substantially  the same
     result  as  that  contemplated  by  such  term,   provision,   covenant  or
     restriction.  It is hereby  stipulated  and declared to be the intention of
     the parties that they would have executed the remaining terms,  provisions,
     covenants  and  restrictions  without  including  any of such  that  may be
     hereafter declared invalid, illegal, void or unenforceable.

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

          (n)  Independent  Nature of Purchasers'  Obligations  and Rights.  The
     obligations  of each  Holder  hereunder  are several and not joint with the
     obligations  of  any  other  Holder  hereunder,  and  no  Holder  shall  be
     responsible in any way for the  performance of the obligations of any other
     Holder  hereunder.  Nothing  contained  herein or in any other agreement or
     document  delivered  at any  closing,  and no  action  taken by any  Holder
     pursuant hereto or 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
     with respect to such obligations or the  transactions  contemplated by this
     Agreement. Each Holder shall be entitled to protect and enforce its rights,
     including without limitation the rights arising out of this Agreement,  and
     it  shall  not be  necessary  for  any  other  Holder  to be  joined  as an
     additional party in any proceeding for such purpose.

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

                                       12
<PAGE>


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



                                             MACE SECURITY INTERNATIONAL, INC.


                                             By: /s/ Robert Kramer
                                                 ------------------------------
                                                 Name:  Robert Kramer
                                                 Title: Executive Vice President




                       [SIGNATURE PAGE OF HOLDERS FOLLOWS]

                                       13
<PAGE>


                    [PURCHASER'S SIGNATURE PAGE TO MACE RRA]

Name of Investing Entity:           Jeffrey Thorp
                         -------------------------------------------------------
Signature of Authorized Signatory of Investing entity:  /s/ Jeffrey Thorp
                                                      --------------------------
Name of Authorized Signatory:       Langley Capital, LLC
                             ---------------------------------------------------
Title of Authorized Signatory:      General Partner
                              --------------------------------------------------
Title of Authorized Signatory:      Managing Member
                              --------------------------------------------------
By:                               /s/ Jeffrey Thorp
                              --------------------------------------------------

With Copies to:   Mr. Robert Charron
                  Feldman Weinstein LLP
                  The Graybar Building
                  420 Lexington Avenue
                  New York, New York  10170-0002
                  Direct:  (212) 931-8704
                  Facsimile: (212) 401-4741


                           [SIGNATURE PAGES CONTINUE]


                                       14
<PAGE>

                                     ANNEX A

                              Plan of Distribution

     The Selling  Stockholders (the "Selling  Stockholders") of the common stock
("Common Stock") of Mace Security International, Inc. (the "Company") 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    settlement of short sales entered into after the date of this
          prospectus;

     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;

     o    through the writing or settlement of options or other hedging
          transactions, whether through an options exchange or otherwise; or

     o    any other method permitted pursuant to applicable law.

     The  Selling  Stockholders  may also sell  shares  under Rule 144 under the
Securities Act of 1933, as amended (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.  Each  Selling  Stockholder  does not expect these  commissions  and
discounts  relating  to its sales of shares to exceed what is  customary  in the
types of transactions involved.

                                       15
<PAGE>


     In connection with the sale of our common stock or interests  therein,  the
Selling  Stockholders may enter into hedging transactions with broker-dealers or
other  financial  institutions,  which may in turn  engage in short sales of the
common stock in the course of hedging the  positions  they  assume.  The Selling
Stockholders  may also sell shares of our common  stock short and deliver  these
securities  to close out their  short  positions,  or loan or pledge  the common
stock to  broker-dealers  that in turn may sell these  securities.  The  Selling
Stockholders   may  also  enter   into   option  or  other   transactions   with
broker-dealers  or other  financial  institutions or the creation of one or more
derivative  securities which require the delivery to such broker-dealer or other
financial  institution of shares offered by this  prospectus,  which shares such
broker-dealer  or  other  financial  institution  may  resell  pursuant  to this
prospectus (as supplemented or amended to reflect such transaction).

     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. Each Selling  Stockholder has informed the
Company  that it does not have  any  agreement  or  understanding,  directly  or
indirectly, with any person to distribute the Common Stock.

     The Company is required to pay certain  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.

     Because Selling Stockholders may be deemed to be "underwriters"  within the
meaning of the Securities  Act, they will be subject to the prospectus  delivery
requirements of the Securities Act. In addition,  any securities covered by this
prospectus  which qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather  than  under  this  prospectus.  Each  Selling
Stockholder  has  advised  us that they have not  entered  into any  agreements,
understandings or arrangements  with any underwriter or broker-dealer  regarding
the sale of the resale shares.  There is no underwriter or  coordinating  broker
acting in connection  with the proposed sale of the resale shares by the Selling
Stockholders.

     We agreed to keep this  prospectus  effective  until the earlier of (i) the
date on which  the  shares  may be resold by the  Selling  Stockholders  without
registration  and  without  regard to any volume  limitations  by reason of Rule
144(k) under the  Securities Act or any other rule of similar effect or (ii) all
of the shares have been sold  pursuant to the  prospectus  or Rule 144 under the
Securities  Act or any other rule of similar  effect.  The resale shares will be
sold only through  registered or licensed  brokers or dealers if required  under
applicable  state securities  laws. In addition,  in certain states,  the resale
shares may not be sold unless they have been registered or qualified for sale in
the applicable  state or an exemption  from the  registration  or  qualification
requirement is available and is complied with.

     Under applicable  rules and regulations  under the Exchange Act, any person
engaged in the distribution of the resale shares may not  simultaneously  engage
in market making activities with respect to our common stock for a period of two
business days prior to the commencement of the  distribution.  In addition,  the
Selling  Stockholders  will be subject to applicable  provisions of the Exchange
Act and the rules and regulations thereunder,  including Regulation M, which may
limit the timing of  purchases  and sales of shares of our  common  stock by the
Selling Stockholders or any other person. We will make copies of this prospectus
available  to the Selling  Stockholders  and have  informed  them of the need to
deliver a copy of this  prospectus to each  purchaser at or prior to the time of
the sale.

                                       16
<PAGE>


                                     Annex B

                        MACE SECURITY INTERNATIONAL, INC.

                 Selling Securityholder Notice and Questionnaire

     The undersigned beneficial owner of common stock, $0.01 par value per share
(the "Common Stock"), of Mace Security International, Inc. (the "Company"), (the
"Registrable  Securities")  understands that the Company has filed or intends to
file  with  the  Securities  and  Exchange   Commission  (the   "Commission")  a
registration  statement  on Form  S-3  (the  "Registration  Statement")  for the
registration and resale under Rule 415 of the Securities Act of 1933, as amended
(the "Securities  Act"), of the Registrable  Securities,  in accordance with the
terms of the  Registration  Rights  Agreement,  dated as of May ___,  2004  (the
"Registration  Rights  Agreement"),  among the Company and the Purchasers  named
therein.  A copy of the  Registration  Rights  Agreement is  available  from the
Company upon request at the address set forth below.  All capitalized  terms not
otherwise  defined  herein  shall  have the  meanings  ascribed  thereto  in the
Registration Rights Agreement.

     Certain   legal   consequences   arise  from  being   named  as  a  selling
securityholder  in  the  Registration  Statement  and  the  related  prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel  regarding the consequences of being
named  or not  being  named  as a  selling  securityholder  in the  Registration
Statement and the related prospectus.

                                     NOTICE

     The  undersigned   beneficial  owner  (the  "Selling   Securityholder")  of
Registrable Securities hereby elects to include the Registrable Securities owned
by it and listed below in Item 3 (unless otherwise  specified under such Item 3)
in the Registration Statement.

                                       17
<PAGE>


The  undersigned  hereby  provides the following  information to the Company and
represents and warrants that such information is accurate:

                                  QUESTIONNAIRE

1. Name.

     (a)  Full Legal Name of Selling Securityholder



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


     (b)  Full  Legal Name of  Registered  Holder (if not the same as (a) above)
          through which Registrable Securities Listed in Item 3 below are held:


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


     (c)  Full Legal  Name of  Natural  Control  Person  (which  means a natural
          person who directly you  indirectly  alone or with others has power to
          vote or dispose of the securities covered by the questionnaire):


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



2. Address for Notices to Selling Securityholder:


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

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

--------------------------------------------------------------------------------
Telephone:
          ----------------------------------------------------------------------
Fax:
    ----------------------------------------------------------------------------
Contact Person:
               -----------------------------------------------------------------

3. Beneficial Ownership of Registrable Securities:

     (a)  Type and  Principal  Amount  of  Registrable  Securities  beneficially
          owned:


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

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

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

                                       18
<PAGE>


4. Broker-Dealer Status:

     (a) Are you a broker-dealer?

                                  Yes | |      No | |

     Note: If yes, the Commission's staff has indicated that you should be
           identified as an underwriter in the Registration Statement.

     (b) Are you an affiliate of a broker-dealer?

                                  Yes | |      No | |

     (c)  If you are an  affiliate of a  broker-dealer,  do you certify that you
          bought the Registrable  Securities in the ordinary course of business,
          and at the time of the purchase of the  Registrable  Securities  to be
          resold,  you  had  no  agreements  or   understandings,   directly  or
          indirectly, with any person to distribute the Registrable Securities?

                                  Yes | |      No | |

   Note:  If no, the Commission's staff has indicated that you should be
          identified as an underwriter in the Registration Statement.

5. Beneficial  Ownership of Other Securities of the Company Owned by the Selling
   Securityholder.

   Except  as set  forth  below  in this  Item  5,  the  undersigned  is not the
   beneficial  or registered  owner of any  securities of the Company other than
   the Registrable Securities listed above in Item 3.

     (a)  Type and Amount of Other Securities  beneficially owned by the Selling
          Securityholder:


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

                                       19
<PAGE>


6. Relationships with the Company:

     Except  as  set  forth  below,  neither  the  undersigned  nor  any  of its
     affiliates,  officers,  directors or principal equity holders (owners of 5%
     of more of the equity  securities of the undersigned) has held any position
     or office or has had any other material  relationship  with the Company (or
     its predecessors or affiliates) during the past three years.

     State any exceptions here:


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


     The undersigned  agrees to promptly notify the Company of any  inaccuracies
or changes in the information  provided herein that may occur  subsequent to the
date hereof at any time while the Registration Statement remains effective.

     By  signing  below,  the  undersigned  consents  to the  disclosure  of the
information  contained  herein  in its  answers  to  Items 1  through  6 and the
inclusion of such  information  in the  Registration  Statement  and the related
prospectus.  The undersigned  understands  that such  information will be relied
upon by the Company in  connection  with the  preparation  or  amendment  of the
Registration Statement and the related prospectus.

     IN WITNESS  WHEREOF the  undersigned,  by authority duly given,  has caused
this Notice and  Questionnaire  to be executed and delivered either in person or
by its duly authorized agent.

Dated:                                     Beneficial Owner:
      --------------------                                  --------------------
                                           By:
                                              ----------------------------------
                                              Name:
                                              Title:




PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED  NOTICE AND  QUESTIONNAIRE,  AND
RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:


                                       20