EXHIBIT 10.9

                     INVESTOR REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June
___, 2004, by and among CORPORATE STRATEGIES, INC., a Delaware corporation, with
its principal office located at 1770 St. James Place, Suite 116, Houston,  Texas
77056 (the  "Company"),  and the undersigned  investors (each, an "Investor" and
collectively, the "Investors").

         WHEREAS:

         A. In connection  with the Securities  Purchase  Agreement by and among
the parties hereto of even date herewith (the "Securities Purchase  Agreement"),
the  Company has agreed,  upon the terms and  subject to the  conditions  of the
Securities  Purchase  Agreement,  to  issue  and sell to the  Investors  secured
convertible debentures (the "Convertible Debentures") which shall be convertible
into that  number of shares of the  Company's  Class A Common  Stock,  par value
$0.001 per share (the "Common Stock") and 2,500,000  shares of Common Stock (the
"Investor's Shares"), pursuant to the terms of the Securities Purchase Agreement
for an aggregate  purchase price of up to Seven Hundred Fifty  Thousand  Dollars
($750,000). Capitalized terms not defined herein shall have the meaning ascribed
to them in the Securities Purchase Agreement.

         B. To induce  the  Investors  to execute  and  deliver  the  Securities
Purchase Agreement the Company has agreed to provide certain registration rights
under the  Securities  Act of 1933,  as amended,  and the rules and  regulations
there under, or any similar  successor statute  (collectively,  the "1933 Act"),
and applicable state securities laws.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  the Company and the
Investors hereby agree as follows:

         1.       DEFINITIONS.

         As used in this Agreement, the following terms shall have the following
meanings:

                  (a)      "Person"  means a  corporation,  a limited  liability
company,  an  association,  a  partnership,  an  organization,  a  business,  an
individual,  a governmental or political  subdivision  thereof or a governmental
agency.

                  (b)      "Register," "registered," and "registration" refer to
a  registration  effected  by  preparing  and  filing  one or more  Registration
Statements  (as defined  below) in compliance  with the 1933 Act and pursuant to
Rule 415  under  the 1933  Act or any  successor  rule  providing  for  offering
securities on a continuous or delayed basis ("Rule 415"), and the declaration or
ordering of effectiveness of such Registration Statement(s) by the United States
Securities and Exchange SEC (the "SEC").



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                  (c)      "Registrable  Securities"  means the shares of Common
Stock issuable to Investors upon  conversion of (i) the  Convertible  Debentures
pursuant to the Securities Purchase Agreement and (ii) the Investor's Shares.

                  (d)      "Registration   Statement"   means   a   registration
statement under the 1933 Act which covers the Registrable Securities.

         2.       REGISTRATION.

                  (a)      Subject   to  the  terms  and   conditions   of  this
Agreement,  the Company  shall  prepare and file, no later than thirty (30) days
from  the  date  hereof  (the  "Scheduled  Filing  Deadline"),  with  the  SEC a
registration statement on Form S-1 or SB-2 (or, if the Company is then eligible,
on Form S-3) under the 1933 Act (the "Initial  Registration  Statement") for the
registration  for  the  resale  by  all  Investors  who  purchased   Convertible
Debentures  pursuant to the Securities  Purchase Agreement  12,500,000 shares of
the Company's Common Stock issued upon conversion of the Convertible  Debentures
issued pursuant to the Securities  Purchase  Agreement.  The Company shall cause
the  Registration  Statement to remain  effective  until all of the  Registrable
Securities have been sold.

                  (b)      Effectiveness of the Initial Registration  Statement.
The Company  shall use its best  efforts  (i) to have the  Initial  Registration
Statement  declared  effective by the SEC no later than one hundred  fifty (150)
days after the filing thereof (the "Scheduled  Effective  Deadline") and (ii) to
insure that the Initial Registration  Statement and any subsequent  Registration
Statement  remains in effect until all of the  Registrable  Securities have been
sold,  subject to the terms and  conditions  of this  Agreement.  It shall be an
event of default hereunder if the Initial Registration Statement is not declared
effective by the SEC within two hundred seventy (270) days after filing thereof.

                  (c)      Failure  to  File  or  Obtain  Effectiveness  of  the
Registration  Statement. In the event the Registration Statement is not filed by
the  Scheduled  Filing  Deadline or is not  declared  effective by the SEC on or
before the Scheduled Effective Deadline, or if after the Registration  Statement
has been  declared  effective by the SEC,  sales cannot be made  pursuant to the
Registration  Statement  (whether  because of a failure to keep the Registration
Statement  effective,  failure to disclose such  information as is necessary for
sales to be made  pursuant to the  Registration  Statement,  failure to register
sufficient  shares of Common Stock or otherwise  then as partial  relief for the
damages to any holder of  Registrable  Securities by reason of any such delay in
or reduction of its ability to sell the underlying shares of Common Stock (which
remedy shall not be exclusive  of any other  remedies at law or in equity),  the
Company will pay as liquidated damages (the "Liquidated Damages") to the holder,
at the holder's  option,  either a cash amount or shares of the Company's Common
Stock  equal to two  percent  (2%) of the  liquidated  value of the  Convertible
Debentures  outstanding  as  Liquidated  Damages for each thirty (30) day period
after the Scheduled Filing Deadline or the Scheduled  Effective  Deadline as the
case may be. Any Liquidated Damages payable hereunder shall not limit,  prohibit
or preclude  the Investor  from  seeking any other remedy  available to it under
contract, at law or in equity.


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                  (d)      Liquidated  Damages.  The  Company  and the  Investor
hereto  acknowledge and agree that the sums payable under  subsection 2(c) above
shall constitute liquidated damages and not penalties and are in addition to all
other rights of the Investor, including the right to call a default. The parties
further acknowledge that (i) the amount of loss or damages likely to be incurred
is incapable or is difficult to precisely  estimate,  (ii) the amounts specified
in such  subsections  bear a reasonable  relationship to, and are not plainly or
grossly  disproportionate  to  the  probable  loss  likely  to  be  incurred  in
connection   with  any  failure  by  the  Company  to  obtain  or  maintain  the
effectiveness  of a  Registration  Statement,  (iii) one of the  reasons for the
Company  and the  Investor  reaching  an  agreement  as to such  amounts was the
uncertainty and cost of litigation regarding the question of actual damages, and
(iv) the Company and the Investor are  sophisticated  business  parties and have
been  represented by  sophisticated  and able legal counsel and negotiated  this
Agreement at arm's length.

         3.       RELATED OBLIGATIONS.

                  (a)      The  Company  shall keep the  Registration  Statement
effective pursuant to Rule 415 at all times until the date on which the Investor
shall have sold all the  Registrable  Securities  covered  by such  Registration
Statement (the "Registration  Period"),  which Registration Statement (including
any amendments or supplements thereto and prospectuses  contained therein) shall
not contain any 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 in which they were made, not misleading.

                  (b)      The Company  shall prepare and file with the SEC such
amendments   (including   post-effective   amendments)   and  supplements  to  a
Registration   Statement  and  the  prospectus  used  in  connection  with  such
Registration  Statement,  which  prospectus is to be filed  pursuant to Rule 424
promulgated  under the 1933 Act, as may be necessary  to keep such  Registration
Statement  effective at all times during the  Registration  Period,  and, during
such  period,  comply with the  provisions  of the 1933 Act with  respect to the
disposition  of all  Registrable  Securities  of the  Company  covered  by  such
Registration  Statement  until such time as all of such  Registrable  Securities
shall  have  been  disposed  of in  accordance  with  the  intended  methods  of
disposition by the seller or sellers  thereof as set forth in such  Registration
Statement. In the case of amendments and supplements to a Registration Statement
which are required to be filed pursuant to this Agreement (including pursuant to
this Section  3(b)) by reason of the  Company's  filing a report on Form 10-KSB,
Form 10-QSB or Form 8-K or any analogous  report under the  Securities  Exchange
Act of 1934,  as amended (the "1934 Act"),  the Company shall  incorporate  such
report by reference into the  Registration  Statement,  if applicable,  or shall
file such  amendments or  supplements  with the SEC on the same day on which the
1934 Act report is filed which created the  requirement for the Company to amend
or supplement the Registration Statement.

                  (c)      The  Company  shall  furnish to each  Investor  whose
Registrable  Securities  are  included in any  Registration  Statement,  without
charge,  (i) at least one (1) copy of such  Registration  Statement  as declared
effective  by  the  SEC  and  any  amendment(s)  thereto,   including  financial
statements and schedules,  all documents incorporated therein by reference,  all
exhibits  and each  preliminary  prospectus,  (ii) ten (10)  copies of the final
prospectus  included  in such  Registration  Statement  and all  amendments  and
supplements  thereto  (or such  other  number  of copies  as such  Investor  may
reasonably  request)  and  (iii)  such  other  documents  as such  Investor  may
reasonably  request from time to time in order to facilitate the  disposition of
the Registrable Securities owned by such Investor.


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<PAGE>


                  (d)      The  Company  shall  use  its  best  efforts  to  (i)
register  and  qualify  the  Registrable  Securities  covered by a  Registration
Statement under such other  securities or "blue sky" laws of such  jurisdictions
in the United States as any Investor reasonably requests,  (ii) prepare and file
in those jurisdictions,  such amendments (including  post-effective  amendments)
and supplements to such  registrations and qualifications as may be necessary to
maintain the effectiveness  thereof during the Registration  Period,  (iii) take
such other  actions as may be  necessary  to  maintain  such  registrations  and
qualifications in effect at all times during the Registration  Period,  and (iv)
take all  other  actions  reasonably  necessary  or  advisable  to  qualify  the
Registrable Securities for sale in such jurisdictions;  provided,  however, that
the  Company  shall not be required in  connection  therewith  or as a condition
thereto to (w) make any change to its certificate of  incorporation  or by-laws,
(x) qualify to do business in any  jurisdiction  where it would not otherwise be
required to qualify but for this  Section  3(d),  (y) subject  itself to general
taxation in any such  jurisdiction,  or (z) file a general consent to service of
process  in any such  jurisdiction.  The  Company  shall  promptly  notify  each
Investor who holds  Registrable  Securities of the receipt by the Company of any
notification with respect to the suspension of the registration or qualification
of any of the Registrable Securities for sale under the securities or "blue sky"
laws of any jurisdiction in the United States or its receipt of actual notice of
the initiation or threat of any proceeding for such purpose.

                  (e)      As promptly as  practicable  after  becoming aware of
such event or development,  the Company shall notify each Investor in writing of
the  happening  of any event as a result of which the  prospectus  included in a
Registration  Statement,  as then in effect,  includes an untrue  statement of a
material fact or omission 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  (provided  that in no event  shall such
notice  contain any material,  nonpublic  information),  and promptly  prepare a
supplement  or amendment to such  Registration  Statement to correct such untrue
statement  or  omission,  and  deliver  ten (10)  copies of such  supplement  or
amendment to each Investor. The Company shall also promptly notify each Investor
in writing (i) when a prospectus or any prospectus  supplement or post-effective
amendment   has  been  filed,   and  when  a   Registration   Statement  or  any
post-effective   amendment   has   become   effective   (notification   of  such
effectiveness  shall be delivered to each  Investor by facsimile on the same day
of such  effectiveness),  (ii) of any  request  by the  SEC  for  amendments  or
supplements  to a  Registration  Statement  or  related  prospectus  or  related
information,  and  (iii)  of  the  Company's  reasonable  determination  that  a
post-effective amendment to a Registration Statement would be appropriate.

                  (f)      The Company shall use its best efforts to prevent the
issuance  of  any  stop  order  or  other   suspension  of  effectiveness  of  a
Registration  Statement,  or the suspension of the  qualification  of any of the
Registrable  Securities for sale in any jurisdiction within the United States of
America and, if such an order or suspension is issued,  to obtain the withdrawal
of such order or suspension at the earliest  possible  moment and to notify each
Investor  who holds  Registrable  Securities  being sold of the issuance of such
order  and the  resolution  thereof  or its  receipt  of  actual  notice  of the
initiation or threat of any proceeding for such purpose.


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                  (g)      At  the  reasonable  request  of  any  Investor,  the
Company shall furnish to such Investor,  on the date of the effectiveness of the
Registration  Statement  and  thereafter  from time to time on such  dates as an
Investor  may  reasonably  request  (i) a  letter,  dated  such  date,  from the
Company's  independent  certified public accountants in form and substance as is
customarily given by independent certified public accountants to underwriters in
an underwritten public offering,  and (ii) an opinion, dated as of such date, of
counsel representing the Company for purposes of such Registration Statement, in
form,  scope and substance as is  customarily  given in an  underwritten  public
offering, addressed to the Investors.

                  (h)      Upon  five  (5)  days  prior  written  notice  by the
Investor,  which  notice  shall not be given more than one (1) time per calendar
quarter, the Company shall make available for inspection by (i) any Investor and
(ii) one (1) firm of  accountants  or other  agents  retained  by the  Investors
(collectively,  the "Inspectors") all pertinent financial and other records, and
pertinent corporate documents and properties of the Company  (collectively,  the
"Records"), as shall be reasonably deemed necessary by each Inspector, and cause
the Company's officers,  directors and employees to supply all information which
any Inspector may reasonably  request;  provided,  however,  that each Inspector
shall agree, and each Investor hereby agrees,  to hold in strict  confidence and
shall not make any disclosure (except to an Investor) or use any Record or other
information which the Company  determines in good faith to be confidential,  and
of which determination the Inspectors are so notified, unless (a) the disclosure
of such Records is necessary to avoid or correct a  misstatement  or omission in
any Registration  Statement or is otherwise required under the 1933 Act, (b) the
release of such Records is ordered pursuant to a final,  non-appealable subpoena
or order from a court or government body of competent  jurisdiction,  or (c) the
information  in such  Records has been made  generally  available  to the public
other than by  disclosure  in violation of this or any other  agreement of which
the  Inspector  and the Investor has  knowledge.  Each  Investor  agrees that it
shall,  upon learning that disclosure of such Records is sought in or by a court
or  governmental  body of competent  jurisdiction  or through other means,  give
prompt notice to the Company and allow the Company, at its expense, to undertake
appropriate  action to prevent  disclosure  of, or to obtain a protective  order
for, the Records deemed confidential.

                  (i)      The Company shall hold in confidence and not make any
disclosure of information  concerning an Investor provided to the Company unless
(i) disclosure of such  information is necessary to comply with federal or state
securities  laws, (ii) the disclosure of such  information is necessary to avoid
or correct a misstatement or omission in any Registration  Statement,  (iii) the
release of such  information  is ordered  pursuant to a subpoena or other final,
non-appealable   order  from  a  court  or   governmental   body  of   competent
jurisdiction,  or (iv) such information has been made generally available to the
public other than by  disclosure  in  violation  of this  Agreement or any other
agreement.  The Company agrees that it shall,  upon learning that  disclosure of
such  information  concerning  an  Investor  is  sought  in  or  by a  court  or
governmental body of competent  jurisdiction or through other means, give prompt
written  notice to such  Investor  and allow such  Investor,  at the  Investor's
expense, to undertake  appropriate action to prevent disclosure of, or to obtain
a protective order for, such information.

                  (j)      The  Company  shall  use its best  efforts  either to
cause all the Registrable  Securities covered by a Registration Statement (i) to
be listed on each securities  exchange on which  securities of the same class or
series  issued by the  Company are then  listed,  if any, if the listing of such
Registrable  Securities  is then  permitted  under the rules of such exchange or
(ii) the  inclusion  for  quotation on the National  Association  of  Securities
Dealers,  Inc. OTC Bulletin Board for such Registrable  Securities.  The Company
shall pay all fees and expenses in connection  with  satisfying  its  obligation
under this Section 3(j).


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                  (k)      The Company  shall  cooperate  with the Investors who
hold  Registrable  Securities  being offered and, to the extent  applicable,  to
facilitate the timely  preparation and delivery of certificates (not bearing any
restrictive  legend)  representing  the  Registrable  Securities  to be  offered
pursuant to a Registration  Statement and enable such certificates to be in such
denominations  or amounts,  as the case may be, as the Investors may  reasonably
request and registered in such names as the Investors may request.

                  (l)      The Company  shall use its best  efforts to cause the
Registrable  Securities covered by the applicable  Registration  Statement to be
registered with or approved by such other  governmental  agencies or authorities
as  may  be  necessary  to  consummate  the  disposition  of  such   Registrable
Securities.

                  (m)      The Company  shall make  generally  available  to its
security holders as soon as practical, but not later than ninety (90) days after
the  close  of the  period  covered  thereby,  an  earnings  statement  (in form
complying  with the provisions of Rule 158 under the 1933 Act) covering a twelve
(12) month period beginning not later than the first day of the Company's fiscal
quarter next following the effective date of the Registration Statement.

                  (n)      The Company  shall  otherwise use its best efforts to
comply with all applicable  rules and  regulations of the SEC in connection with
any registration hereunder.

                  (o)      Within two (2)  business  days  after a  Registration
Statement which covers Registrable  Securities is declared effective by the SEC,
the Company  shall  deliver,  and shall  cause legal  counsel for the Company to
deliver,  to the transfer agent for such Registrable  Securities (with copies to
the Investors  whose  Registrable  Securities are included in such  Registration
Statement)  confirmation  that such  Registration  Statement  has been  declared
effective by the SEC in the form attached hereto as Exhibit A.

                  (p)      The Company shall take all other  reasonable  actions
necessary to expedite and facilitate disposition by the Investors of Registrable
Securities pursuant to a Registration Statement.

         4.       OBLIGATIONS OF THE INVESTORS.

         Each Investor  agrees that, upon receipt of any notice from the Company
of the happening of any event of the kind described in Section 3(f) or the first
sentence of 3(e),  such Investor will  immediately  discontinue  disposition  of
Registrable  Securities pursuant to any Registration  Statement(s) covering such
Registrable  Securities  until  such  Investor's  receipt  of the  copies of the
supplemented  or amended  prospectus  contemplated by Section 3(e) or receipt of
notice that no supplement or amendment is required.  Notwithstanding anything to
the contrary,  the Company shall cause its transfer agent to deliver  unlegended
certificates  for  shares of Common  Stock to a  transferee  of an  Investor  in
accordance  with the terms of the  Securities  Purchase  Agreement in connection
with any sale of  Registrable  Securities  with respect to which an Investor has
entered  into a contract  for sale prior to the  Investor's  receipt of a notice
from the Company of the happening of any event of the kind  described in Section
3(f) or the  first  sentence  of 3(e) and for  which  the  Investor  has not yet
settled.


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         5.       EXPENSES OF REGISTRATION.

         All expenses  incurred in  connection  with  registrations,  filings or
qualifications pursuant to Sections 2 and 3, including,  without limitation, all
registration,  listing and qualifications fees,  printers,  legal and accounting
fees shall be paid by the Company.

         6.       INDEMNIFICATION.

         With  respect  to  Registrable  Securities  which  are  included  in  a
Registration Statement under this Agreement:

                  (a)      To the fullest  extent  permitted by law, the Company
will, and hereby does,  indemnify,  hold harmless and defend each Investor,  the
directors,  officers, partners, employees, agents,  representatives of, and each
Person,  if any, who controls any Investor within the meaning of the 1933 Act or
the 1934 Act (each,  an  "Indemnified  Person"),  against  any  losses,  claims,
damages,  liabilities,  judgments, fines, penalties,  charges, costs, reasonable
attorneys'  fees,  amounts  paid in  settlement  or  expenses,  joint or several
(collectively,  "Claims") incurred in investigating,  preparing or defending any
action, claim, suit, inquiry, proceeding, investigation or appeal taken from the
foregoing  by or  before  any  court or  governmental,  administrative  or other
regulatory  agency,  body or the SEC, whether pending or threatened,  whether or
not an indemnified party is or may be a party thereto  ("Indemnified  Damages"),
to which any of them may become  subject  insofar as such  Claims (or actions or
proceedings,  whether commenced or threatened,  in respect thereof) arise out of
or are based upon:  (i) any untrue  statement or alleged  untrue  statement of a
material  fact  in a  Registration  Statement  or any  post-effective  amendment
thereto  or in any  filing  made in  connection  with the  qualification  of the
offering  under the securities or other "blue sky" laws of any  jurisdiction  in
which Registrable Securities are offered ("Blue Sky Filing"), or the omission or
alleged  omission  to state a material  fact  required  to be stated  therein or
necessary  to make the  statements  therein  not  misleading;  (ii)  any  untrue
statement or alleged untrue  statement of a material fact contained in any final
prospectus  (as  amended or  supplemented,  if the Company  files any  amendment
thereof or supplement  thereto with the SEC) or the omission or alleged omission
to state  therein  any  material  fact  necessary  to make the  statements  made
therein,  in light of the circumstances  under which the statements therein were
made, not misleading; or (iii) any violation or alleged violation by the Company
of the 1933 Act, the 1934 Act, any other law, including, without limitation, any
state  securities  law, or any rule or  regulation  there under  relating to the
offer or sale of the Registrable Securities pursuant to a Registration Statement
(the matters in the  foregoing  clauses (i) through  (iii) being,  collectively,
"Violations").   The  Company  shall  reimburse  the  Investors  and  each  such
controlling  person  promptly  as such  expenses  are  incurred  and are due and
payable,  for any  legal  fees or  disbursements  or other  reasonable  expenses
incurred by them in connection with  investigating  or defending any such Claim.
Notwithstanding  anything to the contrary contained herein, the  indemnification
agreement  contained in this Section 6(a):  (x) shall not apply to a Claim by an
Indemnified  Person  arising  out of or based upon a Violation  which  occurs in
reliance upon and in  conformity  with  information  furnished in writing to the
Company by such  Indemnified  Person  expressly for use in  connection  with the


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preparation  of the  Registration  Statement  or any such  amendment  thereof or
supplement thereto; (y) shall not be available to the extent such Claim is based
on a  failure  of the  Investor  to  deliver  or to  cause to be  delivered  the
prospectus  made  available by the Company,  if such  prospectus was timely made
available by the Company  pursuant to Section  3(c);  and (z) shall not apply to
amounts paid in settlement of any Claim if such  settlement is effected  without
the  prior  written  consent  of  the  Company,   which  consent  shall  not  be
unreasonably withheld. Notwithstanding anything to the contrary herein or in any
other agreement  entered into between the Company and the Investor,  the Company
acknowledges  and agrees that it is solely  responsible and shall indemnify each
Indemnified Person for the contents of any registration statement, prospectus or
other  filing  made  with  the  SEC or  otherwise  used in the  offering  of the
Company's  securities  (except as such disclosure relates solely to the Investor
and then only to the  extent  that such  disclosure  conforms  with  information
furnished  in writing by the Investor to the  Company),  even if the Investor or
its  agents as an  accommodation  to the  Company  participate  or assist in the
preparation of such registration statement,  prospectus or other SEC filing. The
Company shall retain its own legal counsel to review,  edit,  confirm and do all
things such counsel deems necessary or desirable to such registration statement,
prospectus  or other SEC  filing to ensure  that it does not  contain  an untrue
statement or alleged  untrue  statement  of material  fact or omit or alleged to
omit a material fact necessary to make the statements made therein,  in light of
the  circumstances  under which the statements were made, not  misleading.  Such
indemnity shall remain in full force and effect  regardless of any investigation
made by or on behalf of the Indemnified Person and shall survive the transfer of
the Registrable Securities by the Investors pursuant to Section 9 hereof.

                  (b)      In connection  with a  Registration  Statement,  each
Investor  agrees to  severally  and not jointly  indemnify,  hold  harmless  and
defend,  to the same  extent  and in the same  manner as is set forth in Section
6(a),  the Company,  each of its  directors,  each of its  officers,  employees,
representatives,  or agents and each  Person,  if any,  who controls the Company
within  the  meaning  of the  1933 Act or the  1934  Act  (each an  "Indemnified
Party"),  against  any  Claim or  Indemnified  Damages  to which any of them may
become subject,  under the 1933 Act, the 1934 Act or otherwise,  insofar as such
Claim or  Indemnified  Damages arise out of or is based upon any  Violation,  in
each case to the extent,  and only to the extent,  that such Violation occurs in
reliance  upon and in  conformity  with  written  information  furnished  to the
Company by such Investor  expressly for use in connection with such Registration
Statement;  and, subject to Section 6(d), such Investor will reimburse any legal
or other expenses  reasonably  incurred by them in connection with investigating
or defending any such Claim;  provided,  however,  that the indemnity  agreement
contained in this Section 6(b) and the  agreement  with respect to  contribution
contained  in Section 7 shall not apply to  amounts  paid in  settlement  of any
Claim if such  settlement is effected  without the prior written consent of such
Investor, which consent shall not be unreasonably withheld;  provided,  further,
however, that the Investor shall be liable under this Section 6(b) for only that
amount of a Claim or Indemnified  Damages as does not exceed the net proceeds to
such Investor as a result of the sale of Registrable Securities pursuant to such
Registration  Statement.  Such  indemnity  shall remain in full force and effect
regardless of any  investigation  made by or on behalf of such Indemnified Party
and shall  survive the transfer of the  Registrable  Securities by the Investors
pursuant  to Section  9.  Notwithstanding  anything  to the  contrary  contained
herein,  the  indemnification  agreement  contained  in this  Section  6(b) with
respect to any  prospectus  shall not inure to the  benefit  of any  Indemnified
Party if the untrue  statement  or omission of material  fact  contained  in the
prospectus  was corrected and such new prospectus was delivered to each Investor
prior to such Investor's use of the prospectus to which the Claim relates.


                                       8
<PAGE>


                  (c)      Promptly  after receipt by an  Indemnified  Person or
Indemnified  Party  under this  Section 6 of notice of the  commencement  of any
action or proceeding (including any governmental action or proceeding) involving
a Claim,  such  Indemnified  Person or  Indemnified  Party shall,  if a Claim in
respect thereof is to be made against any indemnifying  party under this Section
6,  deliver  to the  indemnifying  party a written  notice  of the  commencement
thereof, and the indemnifying party shall have the right to participate in, and,
to the  extent  the  indemnifying  party so  desires,  jointly  with  any  other
indemnifying party similarly  noticed,  to assume control of the defense thereof
with counsel mutually satisfactory to the indemnifying party and the Indemnified
Person or the Indemnified Party, as the case may be; provided,  however, that an
Indemnified  Person or Indemnified  Party shall have the right to retain its own
counsel  with the fees and  expenses  of not more than one (1)  counsel for such
Indemnified  Person or Indemnified  Party to be paid by the indemnifying  party,
if, in the reasonable opinion of counsel retained by the indemnifying party, the
representation  by such counsel of the Indemnified  Person or Indemnified  Party
and the  indemnifying  party would be  inappropriate  due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any
other party  represented  by such counsel in such  proceeding.  The  Indemnified
Party or Indemnified Person shall cooperate fully with the indemnifying party in
connection  with any  negotiation  or defense of any such action or claim by the
indemnifying  party and shall furnish to the indemnifying  party all information
reasonably  available  to the  Indemnified  Party or  Indemnified  Person  which
relates  to such  action  or  claim.  The  indemnifying  party  shall  keep  the
Indemnified  Party or  Indemnified  Person fully apprised at all times as to the
status of the defense or any settlement  negotiations  with respect thereto.  No
indemnifying  party shall be liable for any  settlement of any action,  claim or
proceeding effected without its prior written consent;  provided,  however, that
the indemnifying party shall not unreasonably  withhold,  delay or condition its
consent.  No indemnifying party shall,  without the prior written consent of the
Indemnified  Party or  Indemnified  Person,  consent to entry of any judgment or
enter into any  settlement  or other  compromise  which  does not  include as an
unconditional  term  thereof  the giving by the  claimant or  plaintiff  to such
Indemnified  Party or  Indemnified  Person of a release  from all  liability  in
respect to such claim or litigation.  Following  indemnification as provided for
hereunder,  the  indemnifying  party  shall be  subrogated  to all rights of the
Indemnified Party or Indemnified Person with respect to all third parties, firms
or corporations  relating to the matter for which indemnification has been made.
The  failure  to  deliver  written  notice to the  indemnifying  party  within a
reasonable  time of the  commencement  of any such action shall not relieve such
indemnifying  party of any liability to the  Indemnified  Person or  Indemnified
Party under this Section 6, except to the extent that the indemnifying  party is
prejudiced in its ability to defend such action.

                  (d)      The indemnification  required by this Section 6 shall
be made by  periodic  payments  of the amount  thereof  during the course of the
investigation or defense,  as and when bills are received or Indemnified Damages
are incurred.

                  (e)      The indemnity agreements contained herein shall be in
addition to (i) any cause of action or similar right of the Indemnified Party or
Indemnified  Person  against  the  indemnifying  party or  others,  and (ii) any
liabilities the indemnifying party may be subject to pursuant to the law.


                                       9
<PAGE>


         7.       CONTRIBUTION.

         To  the  extent  any   indemnification  by  an  indemnifying  party  is
prohibited or limited by law, the indemnifying  party agrees to make the maximum
contribution  with respect to any amounts for which it would otherwise be liable
under Section 6 to the fullest extent permitted by law; provided, however, that:
(i) no seller of Registrable  Securities guilty of fraudulent  misrepresentation
(within  the  meaning of Section  11(f) of the 1933 Act)  shall be  entitled  to
contribution  from any seller of  Registrable  Securities  who was not guilty of
fraudulent misrepresentation; and (ii) contribution by any seller of Registrable
Securities shall be limited in amount to the net amount of proceeds  received by
such seller from the sale of such Registrable Securities.

         8.       REPORTS UNDER THE 1934 ACT.

         With a view to making  available to the  Investors the benefits of Rule
144 promulgated  under the 1933 Act or any similar rule or regulation of the SEC
that may at any time permit the  Investors to sell  securities of the Company to
the public without registration ("Rule 144") the Company agrees to:

                  (a)      make and keep public information available,  as those
terms are understood and defined in Rule 144;

                  (b)      file with the SEC in a timely  manner all reports and
other  documents  required of the Company under the 1933 Act and the 1934 Act so
long as the Company remains subject to such  requirements  (it being  understood
that nothing herein shall limit the Company's  obligations under Section 4(c) of
the  Securities  Purchase  Agreement)  and the filing of such  reports and other
documents as are required by the applicable provisions of Rule 144; and

                  (c)      furnish  to each  Investor  so long as such  Investor
owns Registrable  Securities,  promptly upon request, (i) a written statement by
the Company that it has complied  with the reporting  requirements  of Rule 144,
the  1933  Act and the  1934  Act,  (ii) a copy of the  most  recent  annual  or
quarterly report of the Company and such other reports and documents so filed by
the Company,  and (iii) such other information as may be reasonably requested to
permit  the  Investors  to sell such  securities  pursuant  to Rule 144  without
registration.

         9.       AMENDMENT OF REGISTRATION RIGHTS.

         Provisions of this Agreement may be amended and the observance  thereof
may  be  waived  (either  generally  or  in a  particular  instance  and  either
retroactively  or  prospectively),  only with the written consent of the Company
and  Investors  who then  hold at  least  two-thirds  (2/3)  of the  Registrable
Securities.  Any amendment or waiver  effected in accordance with this Section 9
shall be binding upon each Investor and the Company.  No such amendment shall be
effective  to the extent that it applies to fewer than all of the holders of the
Registrable Securities.  No consideration shall be offered or paid to any Person
to amend or consent to a waiver or  modification of any provision of any of this
Agreement unless the same consideration also is offered to all of the parties to
this Agreement.


                                       10
<PAGE>


         10.      MISCELLANEOUS.

                  (a)      A Person  is  deemed  to be a holder  of  Registrable
Securities  whenever  such  Person  owns  or is  deemed  to own of  record  such
Registrable  Securities.  If  the  Company  receives  conflicting  instructions,
notices  or  elections  from two (2) or more  Persons  with  respect to the same
Registrable  Securities,  the Company shall act upon the basis of  instructions,
notice  or  election  received  from the  registered  owner of such  Registrable
Securities.

                  (b)      Any    notices,    consents,    waivers    or   other
communications  required  or  permitted  to be  given  under  the  terms of this
Agreement must be in writing and will be deemed to have been delivered: (i) upon
receipt,  when delivered  personally;  (ii) upon receipt, when sent by facsimile
(provided   confirmation  of  transmission  is  mechanically  or  electronically
generated and kept on file by the sending party);  or (iii) one (1) business day
after deposit with a nationally  recognized  overnight delivery service, in each
case  properly  addressed to the party to receive the same.  The  addresses  and
facsimile numbers for such communications shall be:

If to the Company, to:            Corporate Strategies, Inc.
                                  1770 St. James Place, Suite 116
                                  Houston, Texas 77056
                                  Attention:  Tim Connolly, President
                                  Telephone:  (713) 621-2737
                                  Facsimile:  (713) 586-6678

With a copy to:                   Seth A. Farbman, Esq.
                                  150 West 46th Street
                                  New York, NY 10036
                                  Telephone:  (212) 730-4073
                                  Facsimile:  (646) 349-9655

If to an  Investor,  to its  address  and  facsimile  number on the  Schedule of
Investors attached hereto, with copies to such Investor's representatives as set
forth on the  Schedule of Investors or to such other  address  and/or  facsimile
number and/or to the  attention of such other person as the recipient  party has
specified by written notice given to each other party five (5) days prior to the
effectiveness of such change.  Written  confirmation of receipt (A) given by the
recipient  of  such  notice,  consent,   waiver  or  other  communication,   (B)
mechanically  or  electronically  generated  by the sender's  facsimile  machine
containing the time, date,  recipient facsimile number and an image of the first
page of such  transmission  or (C)  provided by a courier or  overnight  courier
service shall be rebuttable  evidence of personal service,  receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

                  (c)      Failure of any party to exercise  any right or remedy
under this Agreement or otherwise,  or delay by a party in exercising such right
or remedy, shall not operate as a waiver thereof.


                                       11
<PAGE>


                  (d)      The laws of the State of New Jersey  shall govern all
issues  concerning  the relative  rights of the Company and the Investors as its
stockholders.  All  other  questions  concerning  the  construction,   validity,
enforcement  and  interpretation  of this  Agreement  shall be  governed  by the
internal laws of the State of New Jersey, without giving effect to any choice of
law or conflict of law  provision or rule (whether of the State of New Jersey or
any other  jurisdiction)  that would  cause the  application  of the laws of any
jurisdiction  other than the State of New Jersey.  Each party hereby irrevocably
submits to the non-exclusive jurisdiction of the Superior Courts of the State of
New Jersey,  sitting in Hudson  County,  New Jersey and  federal  courts for the
District of New Jersey sitting Newark,  New Jersey,  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 suit,  action or  proceeding,  any claim that it is not personally
subject  to the  jurisdiction  of any such  court,  that  such  suit,  action or
proceeding is brought in an  inconvenient  forum or that the venue of such suit,
action or proceeding is improper.  Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action
or  proceeding  by mailing a copy  thereof to such party at the address for such
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. If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement in that
jurisdiction  or the  validity  or  enforceability  of  any  provision  of  this
Agreement in any other  jurisdiction.  EACH PARTY HEREBY  IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST,  A JURY TRIAL FOR THE ADJUDICATION
OF ANY  DISPUTE  HEREUNDER  OR IN  CONNECTION  HEREWITH  OR ARISING  OUT OF THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

                  (e)      This  Agreement,   the  Irrevocable   Transfer  Agent
Instructions,  the Securities Purchase Agreement and related documents including
the Convertible Debenture, and the Escrow Agreement dated the date hereof by and
among the Company, the Investors set forth on the Schedule of Investors attached
hereto  and  Butler  Gonzalez  LLP (the  "Escrow  Agreement")  and the  Security
Agreement dated the date hereof (the "Security Agreement") constitute the entire
agreement among the parties hereto with respect to the subject matter hereof and
thereof. There are no restrictions,  promises, warranties or undertakings, other
than those set forth or  referred to herein and  therein.  This  Agreement,  the
Irrevocable  Transfer Agent Instructions,  the Securities Purchase Agreement and
related documents including the Convertible Debenture,  the Escrow Agreement and
the Security Agreement  supersede all prior agreements and understandings  among
the parties hereto with respect to the subject matter hereof and thereof.

                  (f)      This  Agreement  shall inure to the benefit of and be
binding upon the permitted successors and assigns of each of the parties hereto.

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


                                       12
<PAGE>


                  (h)      This   Agreement   may  be  executed   in   identical
counterparts,  each of which shall be deemed an original  but all of which shall
constitute one and the same agreement. This Agreement, once executed by a party,
may be delivered to the other party hereto by facsimile  transmission  of a copy
of this  Agreement  bearing  the  signature  of the  party  so  delivering  this
Agreement.

                  (i)      Each party shall do and perform,  or cause to be done
and performed,  all such further acts and things,  and shall execute and deliver
all such other agreements, certificates, instruments and documents, as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.

The language used in this Agreement will be deemed to be the language  chosen by
the parties to express their mutual  intent and no rules of strict  construction
will be applied against any party.

                  (j)      This  Agreement  is  intended  for the benefit of the
parties hereto and their respective permitted successors and assigns, and is not
for the  benefit  of, nor may any  provision  hereof be  enforced  by, any other
Person.

         IN WITNESS WHEREOF, the parties have caused this Investor  Registration
Rights Agreement to be duly executed as of day and year first above written.

                                            COMPANY:
                                            CORPORATE STRATEGIES, INC.


                                            By: /s/ Tim Connolly
                                               ---------------------------------
                                               Name:   Tim Connolly
                                               Title:  President


                                       13
<PAGE>


                                   SCHEDULE I

                               SCHEDULE OF BUYERS

                                                   ADDRESS/FACSIMILE
    NAME                  SIGNATURE                 NUMBER OF BUYER
------------     --------------------------   --------------------------
iVoice, Inc.     By: /s/ Jerry Mahoney        750 Highway 34
                   ------------------------
                 Name: Jerry Mahoney          Matawan, NJ 07747
                 Its:  President              Facsimile: (732) 441-7700



<PAGE>


                                                                       EXHIBIT A

                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT

INSERT

Attention:

         Re:  CORPORATE STRATEGIES, INC.

Ladies and Gentlemen:

         We are counsel to Corporate  Strategies,  Inc., a Delaware  corporation
(the  "Company"),  and have  represented  the  Company in  connection  with that
certain  Securities  Purchase  Agreement (the "Securities  Purchase  Agreement")
entered  into  by  and  among  the  Company  and  the  investors  named  therein
(collectively,  the  "Investors")  pursuant to which the  Company  issued to the
Investors  shares of its Common  Stock,  par value $0.001 per share (the "Common
Stock"). Pursuant to the Purchase Agreement, the Company also has entered into a
Registration  Rights  Agreement with the Investors  (the "Investor  Registration
Rights Agreement")  pursuant to which the Company agreed, among other things, to
register  the  Registrable  Securities  (as defined in the  Registration  Rights
Agreement)  under the  Securities  Act of 1933, as amended (the "1933 Act").  In
connection  with  the  Company's   obligations  under  the  Registration  Rights
Agreement,  on ____________ ____, the Company filed a Registration  Statement on
Form ________ (File No.  333-_____________) (the "Registration  Statement") with
the  Securities  and  Exchange  SEC  (the  "SEC")  relating  to the  Registrable
Securities  which names each of the  Investors  as a selling  stockholder  there
under.

         In connection  with the  foregoing,  we advise you that a member of the
SEC's  staff has  advised  us by  telephone  that the SEC has  entered  an order
declaring the Registration Statement effective under the 1933 Act at [ENTER TIME
OF  EFFECTIVENESS]  on [ENTER DATE OF  EFFECTIVENESS]  and we have no knowledge,
after  telephonic  inquiry of a member of the SEC's  staff,  that any stop order
suspending its  effectiveness  has been issued or that any  proceedings for that
purpose  are  pending  before,  or  threatened  by, the SEC and the  Registrable
Securities  are  available  for  resale  under  the  1933  Act  pursuant  to the
Registration Statement.

                                            Very truly yours,

                                            [COMPANY COUNSEL]

                                            By:_________________________________


cc:  [LIST NAMES OF INVESTORS]