EXHIBIT 10.12




                          REGISTRATION RIGHTS AGREEMENT


         REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of October 6,
2004,  by and among Elite  Pharmaceuticals,  Inc., a Delaware  corporation  (the
"Company"),  Indigo Securities,  LLC (the "Placement Agent"), and the purchasers
listed on SCHEDULE 1 of the Securities,  as defined below (each an "Investor" or
collectively, the "Investors")

         WHEREAS,  the Company and each of the  Investors  have  entered  into a
Subscription  Agreement dated the date hereof (each a  "Subscription  Agreement"
and collectively, the "Subscription Agreements").

         WHEREAS, to induce each Investors to execute and deliver a Subscription
Agreement,  the Company has agreed to provide certain  registration rights under
the Securities  Act, and the rules and  regulations  thereunder,  or any similar
successor statute, as well as any applicable state securities laws.

         NOW,  THEREFORE,  in  consideration  of the premises,  representations,
warranties, and the mutual covenants and agreements contained herein, and in the
Subscription  Agreement,  and for other  good and  valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the  Company,  the
Placement Agent and the Investors,  intending to be legally bound,  hereby agree
as follows:

1.       DEFINITIONS.

         Capitalized terms defined in the Subscription Agreements shall have the
same meanings  herein as are ascribed to them therein.  In addition,  as used in
this Agreement,  the following terms shall have the following  meanings ascribed
to them below:

         "Affiliate"  means any Person that has a relationship with a designated
Person  whereby  either of such Persons  directly or  indirectly  controls or is
controlled  by or is under  common  control  with the  other.  For this  purpose
"control" means the power, direct or indirect,  of one Person to direct or cause
direction of the management and policies of another,  or any act with respect to
the securities of the Company, whether by contract, through voting securities or
otherwise.

         "Closing"  refers to that event which occurs when the Securities  shall
have been  subscribed  for, the funds  representing  the sale of the  Securities
shall have cleared, and the Company shall accept the subscriptions.

         "Common  Stock" shall be the  Company's  authorized  common  stock,  as
constituted  on the date of this  Agreement,  any stock into  which such  common
stock may thereafter be changed and any stock of the Company of any other class,
which is not preferred as to dividends or assets

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over any other class of stock of the Company  issued to the  Investors of shares
of such common stock upon any re-classification thereof.

         "Company  Registration  Expenses"  shall mean bills or invoices  (other
than Selling  Expenses)  incident to the Company's  performance of or compliance
with this Agreement including, without limitation, all registration,  filing and
NASDR fees,  fees and expenses of compliance  with  securities or blue sky laws,
word  processing,  duplicating  and printing  expenses,  messenger  and delivery
expenses,  fees and disbursements of counsel for the Company and all independent
public  accountants  including  the expenses of any audit and/or "cold  comfort"
letter, all fees and expenses in connection with the Company's obligations under
Section 3.1, if applicable, and other Persons retained by the Company.

         "Controlling  Person" shall have the meaning set forth under Section 15
of the Securities Act.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Excluded  Form"  means  a  Form  S-4  or  Form  S-8,  pursuant  to the
Securities Act or any similar or successor form then in effect.

         "Investors"  means the Investors and any  transferees  or assignees who
agree to become bound by the  provisions of this  Agreement in  accordance  with
Section 9 hereof. Investors also refers to the Placement Agent and its assignees
when referring to the offer and sale of Registrable  Securities and other rights
arising under Sections 2 and 3.

         "NASDR" means the NASD Regulation, Inc.

         "Offering" means the solicitation by the Placement Agent of Subscribers
for the purchase of the Securities.

         "Person" means a corporation,  an association, a partnership, a limited
liability  company, a joint venture,  a trust, an organization,  a business,  an
entity,  an  individual,  a  government  or political  subdivision  thereof or a
governmental body.


         "Placement Agent" shall mean Indigo Securities, LLC.

         "Placement  Agent  Agreement" shall mean the placement agent agreement,
dated as of August 12, 2004, between the Placement Agent and the Company.

         "Placement  Agent  Warrants" shall mean the warrants to purchase shares
of Common Stock issued to the Placement  Agent  pursuant to the Placement  Agent
Agreement.

         "Private  Placement"  shall mean the placement of the Securities by the
Company through the Placement Agent pursuant to the Placement Agent Agreement.

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         "Register,  registered and registration" means a registration  effected
by preparing and filing a  Registration  Statement on a form approved by the SEC
other  than an  Excluded  Form in  compliance  with the  Securities  Act and the
declaration of effectiveness  ordering the  effectiveness  of such  Registration
Statement.

         "Registrable  Securities" means Common Stock issued upon (i) conversion
of the Series A Preferred  Stock  issued at the  Closing,  (ii)  exercise of the
Warrants, (iii) exercise of the Placement Agent Warrants and (iv) any securities
issued  upon the Series A Preferred  Stock or such Common  Stock by way of stock
dividend or stock split,  penalty under  Section 2.1.2 hereof,  or in connection
with a combination,  recapitalization,  share exchange,  consolidation  or other
reorganization of the Company.  As to any Registrable  Securities,  once issued,
such securities shall cease to be Registrable Securities when (i) a Registration
Statement  with  respect  to the  sale  of such  securities  shall  have  become
effective under the Securities Act and such securities  shall have been disposed
of in accordance  with such  Registration  Statement,  (ii) they shall have been
sold to the public pursuant to Rule 144 (or any successor  provision)  under the
Securities  Act,  (iii)  they  shall  have been  otherwise  transferred  but new
certificates  for them not bearing a legend  restricting  further transfer shall
have been delivered by the Company and subsequent  disposition of them shall not
require  registration or  qualification  of them under the Securities Act or any
similar  state  law  then in  force,  or  (iv)  they  shall  have  ceased  to be
outstanding.

         "Registration  Statement" means one or more registration  statements of
the  Company  on Form  S-3  under  the  Securities  Act  registering  all of the
Registrable Securities, including any amendments or supplements thereto.

         "SEC"  means  the  Securities  and  Exchange  Commission  or any  other
governmental body at the time administering the Securities Act.

         "Securities" means (i) up to 660,000 shares of Series A Preferred Stock
(which includes a 10% over allotment option in favor of the Placement Agent) and
(ii) warrants to purchase up to 5,950,000 shares of Common Stock.

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

         "Selling  Expenses" shall mean all  underwriting  discounts,  brokerage
fees and selling commissions applicable to the Registrable Securities registered
and all fees and disbursements of counsel for the Investor.

         "Series A Preferred  Stock" means  shares of Series A Preferred  Stock,
par value $0.01 per share issued by the Company.

          "Subscriber" means an "accredited  investor" as defined under Rule 501
of the Securities Act, subscribing to purchase the Securities.

         "Warrants"  means the  warrants to purchase up to  5,400,000  shares of
Common  Stock,  granted  by the  Company  at the  Closing  to the  Investors  in
connection with the closing of the Private Placement.

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2.       REGISTRATION.

         2.1  MANDATORY REGISTRATION.

              2.1.1 The Company shall file with the SEC, on the date which is on
or before forty-five (45) days after the Closing Date (the "Filing  Deadline") a
Registration  Statement on Form S-3 (or, if Form S-3 is not  available,  on such
form of Registration  Statement as is then available to effect a registration of
all of the Registrable Securities; provided, that the Company shall convert such
other form to Form S-3, or file a replacement registration statement on Form S-3
promptly after the first date on which it meets such requirement), to enable the
resale of all of the Registrable Securities which Registration Statement, to the
extent allowable under the Securities Act and the rules  promulgated  thereunder
shall state that such  Registration  Statement  also  covers such  indeterminate
number  of  additional  shares  of  Common  Stock as may  become  issuable  upon
conversion of the Series A Preferred Stock or exercise of the Warrants  pursuant
to provisions to prevent dilution  resulting from stock splits,  stock dividends
or similar transactions (the "Mandatory Registration Statement").  The Mandatory
Registration  Statement shall contain,  unless otherwise  required by applicable
law or the SEC, the "Selling Shareholders" and "Plan of Distribution" section of
the Prospectus in a form  reasonably  satisfactory  to the Investors  based upon
information  provided by the selling  shareholder.  The  Registrable  Securities
included in the Mandatory  Registration  Statement shall be registered on behalf
of the  Investors  set forth on Schedule 1 hereof.  The  Mandatory  Registration
Statement  (and each  amendment  or  supplement  thereto,  and each  request for
acceleration  of  effectiveness  thereof) shall be provided to the Investors and
their  counsel  at least  five (5)  business  days  prior to its filing or other
submission; such notice to specify the securities to be registered, the proposed
numbers and amounts  thereof and the date  thereafter  by which the Company must
receive the  Investors'  written  indication  if any  Investor  does not wish to
include their Registrable Securities in such Registration Statement and advising
the  Investors of their rights under this Section 2. The Company  shall file the
Mandatory  Registration  Statement  and use its best efforts to cause all of the
Registrable  Securities (unless an Investor has indicated otherwise with respect
to all or any portion of such Investor's  Registrable Securities pursuant to the
preceding  sentence) to be registered  under the  Securities  Act, in connection
with  the  sale  or  other  disposition  by the  Investors  of  the  Registrable
Securities  so  registered.  The Company shall use its best efforts to cause the
Mandatory  Registration  Statement,  as amended,  to become effective as soon as
practicable after the filing thereof. The Mandatory Registration Statement shall
only cover the Registrable  Securities,  the shares of Common Stock described in
Section  8(b)(iii)  below and any  stockholder of the Company that exercises any
existing  piggy-back  registration  rights as set forth on Schedule 3.3 attached
hereto.

              2.1.2  If  the  Mandatory  Registration  Statement  has  not  been
declared or ordered  effective  within  ninety (90) days after the Closing  (the
"Three Month Period"),  the Company shall pay each Investor a fee equal to 2% of
the purchase  price paid by such Investor for the Securities for any thirty (30)
days after such failure (pro rata for partial  months),  which payments shall be
payable  at the end of each  calendar  month  until  the  date  upon  which  the
Mandatory  Registration  Statement is declared  effective,  but not to exceed an
aggregate of 16%. This payment may be made,  at the election of the Company,  in
cash or in  additional  shares of Common Stock valued at the VWAP (as defined in
the Certificate of Designations, Preferences

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and Rights of Series A  Preferred  Stock of the  Company)  for such stock on the
date  immediately  prior to the date that the  payment is made.  Notwithstanding
anything set forth in this Section 2.1.2, if during the Three Month Period,  the
SEC  modifies  or amends  the rules with  respect to Form S-3 (or any  successor
form) to change the  criteria  for  availability  of Form S-3 (or any  successor
form), the result of which makes Form S-3 (or any successor form) unavailable to
the Company  (independent  of any action or omission of the Company),  the Three
Month Period for purposes of this Section 2.1.2 shall be reset and commence from
the effective date of such  modification or amendment and, with the modification
of the period,  all other provisions of this Section 2.1.2 shall reset and apply
from such date forward.

              2.1.3 In the event that the  Registration  Statement  is filed and
declared  effective but, during the  Registration  Period (as defined in Section
3.1.2  below),  shall  thereafter  cease  to be  effective  or  useable  or  the
prospectus included in the Registration Statement (the "Prospectus",  as amended
or supplemented by any prospectus supplement and by all other amendments thereto
and all material  incorporated  by reference  in such  Prospectus)  ceases to be
usable (other than as a result of any act or omission by a holder of Registrable
Securities),  in either case,  in  connection  with  resales of the  Registrable
Securities,  without such lapse being cured within ten (10)  business  days (the
"Cure  Period"),  with the maximum number of days in any Cure Periods during any
365 day period not to exceed  forty-five (45) business days, by a post-effective
amendment to the  Registration  Statement,  a supplement to the  Prospectus or a
report filed with the SEC pursuant to Section 13(a),  13(c),  14 or 15(d) of the
Exchange Act that cures such lapse,  then the Company shall pay to each Investor
(in  addition  to the rights  and  remedies  available  to each  Investor  under
applicable law and this Agreement),  for the period from and including the first
day following the  expiration of the Cure Period (or number of days in such Cure
Periods exceeding the aforementioned forty-five (45) days) until, but excluding,
the earlier of (i) the date on which such  failure is cured and (ii) the date on
which the Registration  Period expires,  at a rate equal to two percent (2%) for
every  thirty  days  after such  failure  (pro rata for  partial  months) of the
purchase price paid by such Investor for the Securities,  which payment shall be
payable at the end of each calendar month.  The Company shall have the option to
pay such amounts in cash or Common Stock as provided for in Section 2.1.2 above.


         2.2  DEMAND REGISTRATION

              2.2.1 If the Mandatory  Registration Statement shall not have been
declared or ordered effective and the Company shall receive a written request no
earlier than ninety (90) days  following the Closing but no later than 22 months
after the Closing  from  Investors  holding  more than  $500,000 in value of the
Registrable  Securities then outstanding  (the  "Initiating  Investor") that the
Company file a  registration  statement  under the  Securities  Act covering the
registration  of the  Registrable  Securities,  then the Company  shall,  within
thirty (30) days of the receipt thereof,  give written notice of such request to
all  Investors,  and subject to the  limitations  set forth herein,  effect,  as
expeditiously as reasonably possible,  the registration under the Securities Act
of all Registrable Securities that the Investors request to be registered.

              2.2.2 The Company  shall not be required to effect a  registration
pursuant to this Section 2.2 if (i) the  Mandatory  Registration  Statement  has
been  declared  or  ordered  effective,  whether  or not one or more  holders of
Registrable Securities elected not to register all of their

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respective shares in the Mandatory  Registration  Statement (ii) the Company has
previously  effected  two  registrations  pursuant to this  Section 2.2 and such
previous  registrations  has been  declared  or ordered  effective  or (iii) the
Registrable Securities covered by registrations pursuant to this Section 2.2 may
be sold  pursuant to Rule 144(k)  promulgated  under the  Securities  Act or any
successor  provision.  Subject  to  the  foregoing,  the  Company  shall  file a
registration  statement covering the Registrable Securities and other securities
so  requested  to be  registered  pursuant  to  this  Section  2.2  as  soon  as
practicable after receipt of the request or requests of the Investors.

         2.3  PIGGYBACK RIGHTS.

              2.3.1 If the Company shall  determine to prepare and file with the
SEC 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 an Excluded  Form),  then the Company shall send to each Investor
holding  Registrable  Securities  that have not been  covered by a  registration
statement  that has been  declared  or ordered  effective  (each,  an  "Eligible
Investor"), written notice of such determination and if, within 15 business days
after  receipt of such  notice any such  Eligible  Investor  shall so request in
writing,   the  Company  shall  include  in  such  registration   statement  the
Registrable  Securities  requested by the Eligible  Investors to be so included.
Such  written  notice  shall state the  intended  method of  disposition  of the
Registrable  Securities  by such  Eligible  Investor.  If an  Eligible  Investor
decides not to include all of its  Registrable  Securities  in any  registration
statement  thereafter  filed  by  the  Company,  such  Eligible  Investor  shall
nevertheless continue to have the right to include any Registrable Securities in
any subsequent registration statement or registration statements as may be filed
by the Company with respect to offerings of its  securities,  all upon the terms
and conditions set forth herein,  to the extent all Registrable  Securities held
by such Investor have not been covered by a registration statement that has been
declared  or  ordered  effective  by the time of such  subsequent  registration.
Notwithstanding  any provision of this  Agreement to the  contrary,  the Company
shall not file a registration statement for its account or the account of others
until the Mandatory  Registration Statement or a Registration Statement pursuant
to Section 2.2 shall have been declared and ordered effective.

              2.3.2 If the registration  statement under which the Company gives
notice under this Section 2.3 is for an underwritten offering, the Company shall
so advise the Eligible Investors of Registrable  Securities.  In such event, the
right of any such Eligible Investor to be included in a registration pursuant to
this  Section  2.3  shall  be   conditioned   upon  such   Eligible   Investor's
participation in such underwriting and the inclusion of such Eligible Investor's
Registrable  Securities in the underwriting to the extent provided  herein.  All
Eligible Investors proposing to distribute their Registrable  Securities through
such underwriting  shall enter into an underwriting  agreement in customary form
with the  underwriter  or  underwriters  selected for such  underwriting  by the
Company.   Notwithstanding  any  other  provision  of  the  Agreement,   if  the
underwriter determines in good faith that marketing factors require a limitation
of the number of shares to be  underwritten,  the  number of shares  that may be
included in the underwriting shall be allocated,  first, to the Company; second,
to any selling  shareholders  that shall have  exercised  a demand  registration
right;  third,  on a PRO RATA basis,  to the  Eligible  Investors  and any other
shareholders of the Company exercising  incidental  registration rights based on
the total number

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of Registrable  Securities  sought to be registered in such  registration by the
Eligible Investors and such other shareholder of the Company.

              2.3.3 If any  Eligible  Investor  disapproves  of the terms of any
such  underwriting,  such Eligible  Investor may elect to withdraw  therefrom by
written notice to the Company and the  underwriter,  delivered at least ten (10)
business days prior to the effective  date of the  registration  statement.  Any
Registrable  Securities  excluded or withdrawn from such  underwriting  shall be
excluded and withdrawn from the registration. For any Eligible Investor which is
a partnership,  limited liability company, or corporation, the partners, retired
partners,  members,  retired members and shareholders of such Eligible Investor,
or the estates and family members of any such partners and retired  partners and
any trusts for the benefit of any of the foregoing  person shall be deemed to be
a single  "Eligible  Investor,"  and any PRO RATA reduction with respect to such
"Eligible  Investor" shall be based upon the aggregate amount of shares carrying
registration  rights  owned by all  entities  and  individuals  included in such
"Eligible Investor," as defined in this sentence.

              2.3.4 The Company  shall have the right to  terminate  or withdraw
any  registration   initiated  by  it  under  this  Section  2.3  prior  to  the
effectiveness  of such  registration  whether or not any  Eligible  Investor has
elected to include securities in such registration.


3.       REGISTRATION PROCEDURES.

         3.1 If and whenever the Company is required by the provisions hereof to
effect  or cause  the  registration  of any  Registrable  Securities  under  the
Securities  Act as provided  herein,  the Company  shall,  as  expeditiously  as
possible:

              3.1.1  prepare  and file  with the SEC,  on or before  the  Filing
Deadline  the  Mandatory  Registration  Statement  required  by Section 2.1 or a
demand  Registration  Statement  pursuant  to Section  2.2 with  respect to such
Registrable  Securities  and use its best  efforts  to cause  such  Registration
Statement to become and remain effective (pursuant to Rule 415 of the Securities
Act) as soon as practicable  after such filing  (provided that,  before filing a
Registration  Statement or prospectus or any amendments or supplements  thereto,
the Company shall furnish to the Investors copies of all such documents proposed
to be filed);

              3.1.2  prepare  and file with the SEC such  amendments  (including
post-effective  amendments) and supplements to such  Registration  Statement and
the  prospectus  used in  connection  therewith as may be necessary to keep such
Registration  Statement  effective,  true and  correct  during the  Registration
Period. For purposes of this Agreement,  "Registration  Period" means the period
commencing  with the effective date and ending on the earlier of (i) the sale of
all  Registrable  Securities  covered  thereby,  (ii) the date  upon  which  the
Investors  may  sell  the  Registrable   Securities   pursuant  to  Rule  144(k)
promulgated  under the Securities  Act, or (iii) the expiration of the 24 months
after  Closing or such  shorter  period as shall be  necessary  to complete  the
distribution  of the securities  covered  thereby so long as the Company has not
violated  Section 7 below,  and to comply with the  provisions of the Securities
Act with respect to the sale or other disposition of all Registrable  Securities
covered by such Registration Statement during

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such  period in  accordance  with the  intended  methods of  disposition  by the
Investors in such Registration Statement;

              3.1.3 permit the Investors and their counsel to review and comment
upon  (which  comments  shall not be  unreasonably  withheld)  all  Registration
Statements  at least five (5) business days prior to its filing with the SEC and
all  amendments  and  supplements  to all  Registration  Statements  (except for
documents  incorporated by reference therein) within a reasonable number of days
prior to their filing with the SEC;

              3.1.4 submit to the SEC,  within two (2)  business  days after the
Company learns that no review of the Registration  Statement will be made by the
staff of the SEC (the "Staff") or that the Staff has no further  comments on the
Registration  Statement,  as the case  may be, a  request  for  acceleration  of
effectiveness of the Registration Statement to a time and date not later than 48
hours after the submission of such request;

              3.1.5 furnish to each Investor  whose  Registrable  Securities are
included in the Registration Statement, and to the Placement Agent's counsel and
each  underwriter of the  securities  being sold by the Investors such number of
copies of such Registration  Statement and of each such amendment and supplement
thereto  (in each case  including  all  exhibits),  such number of copies of the
prospectus included in such Registration  Statement  (including each preliminary
prospectus), in conformity with the requirements of the Securities Act, and such
other  documents,  as such counsel and  underwriter may reasonably  request,  in
substantially  the form in which they are  proposed to be filed with the SEC, in
order to  facilitate  the public sale or other  disposition  of the  Registrable
Securities owned by the participating Investors. In the case of all Registration
Statements  referred to in Section 2, the Company shall furnish to each Investor
which requests (i) a copy of any request to accelerate the  effectiveness of any
Registration  Statement or amendment thereto,  (ii) on the date of effectiveness
of the Registration  Statement or any amendment  thereto,  a notice stating that
the Registration  Statement or amendment has been declared effective,  and (iii)
such number of copies of a prospectus,  including a preliminary prospectus,  and
all amendments and supplements thereto and such other documents as such Investor
may reasonably request in order to facilitate the disposition of the Registrable
Securities  owned by such Investor.  In responding to comments from the staff of
the SEC, the Company shall cooperate with any Investor that notifies the Company
that it desires to be consulted with respect to such process. To the extent that
issues  raised  by the  staff of the SEC have an  impact  primarily  on any such
Investor rather than the Company, the Company shall give reasonable deference to
such Investor's  requests with respect to the process and substance of responses
with respect to such issues;

              3.1.6  use its  best  efforts  to (i)  register  and  qualify  the
Registrable  Securities  covered by the Registration  Statement under such other
securities or "blue sky" laws of such jurisdictions in the United States as each
Investor who holds  Registrable  Securities being offered  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  reasonably
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;

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PROVIDED,  HOWEVER,  that  the  Company  shall  not be  required  in  connection
therewith  or  as  a  condition  thereto  to  qualify  to  do  business  in  any
jurisdiction  where it would not  otherwise  be required to qualify but for this
Section 3.1.6;

              3.17 subject to Section 3.1.6,  use its best efforts to cause such
Registrable  Securities covered by such Registration  Statement to be registered
with or approved by such other  governmental  agencies or  authorities as may be
reasonably  necessary to enable the  participating  Investors to consummate  the
disposition of its Registrable Securities;

              3.1.8  notify  the  participating  Investors  at any  time  when a
prospectus  relating to its  Registrable  Securities is required to be delivered
under the  Securities  Act, of the Company's  becoming aware that the prospectus
included in the related Registration  Statement,  as then in effect, includes an
untrue statement of a material fact or omits to state any material fact required
to be stated therein or necessary to make the statements  therein not misleading
in light of the circumstances then existing, and promptly prepare and furnish to
the  participating  Investors and each underwriter a reasonable number of copies
of a prospectus  supplemented or amended so that, as thereafter delivered to the
purchasers of such Registrable Securities,  such prospectus shall not include 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 not misleading in
the light of the circumstances then existing;

              3.1.9 otherwise use its best efforts to comply with all applicable
rules and regulations of the SEC;

              3.1.10  if the  Common  Stock  is  listed  on the  American  Stock
Exchange,  another national securities exchange,  or on the Nasdaq Stock Market,
as the case may be,  the  Company  shall use its best  efforts to cause all such
Registrable  Securities  covered by such Registration  Statement to be listed on
the American Stock  Exchange,  other  national  securities  exchange,  or on the
Nasdaq Stock Market, as the case may be (if such Registrable  Securities are not
already so  listed),  if the  listing  of such  Registrable  Securities  is then
permitted under the rules of such exchange or market;

              3.1.11  provide a  transfer  agent and  registrar,  which may be a
single entity, for the Registrable  Securities not later than the effective date
of the Registration Statement;

              3.1.12  in  the  case  of an  underwritten  offering,  enable  the
Registrable  Securities to be in such denominations and registered in such names
as the  underwriters may request at least two business days prior to the sale of
the Registrable Securities;

              3.1.13   cooperate   with  the  Investors  who  hold   Registrable
Securities  being offered to facilitate the timely  preparation  and delivery of
certificates  (not bearing any  restrictive  legends)  representing  Registrable
Securities to be offered pursuant to the 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;

              3.1.14 notify the Investors of any stop order  threatened,  to the
knowledge of the Company, or issued by the SEC (and the Company shall notify the
Investors  of the  resolution  of

                                       9
<PAGE>

any issued stop order) and take all actions reasonably  necessary to prevent the
entry of such stop order or to remove it if entered;

              3.1.15 make  available  for  inspection  the  Investors  and their
representatives  and  advisors  (collectively,  the  "Inspectors")  based on the
number of shares  of Common  Stock  acquired  by the  Investors  in the  Private
Placement,  pertinent  financial  and other  records,  and  pertinent  corporate
documents and properties of the Company, as shall be reasonably deemed necessary
by each  Inspector  to enable  each  Inspector  to  exercise  its due  diligence
responsibility,  and cause the  Company's  officers,  directors and employees to
supply all information  which any Inspector may reasonably  request for purposes
of such due diligence;

              3.1.16  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 order from a court
or governmental body of competent  jurisdiction,  (iv) such information has been
made generally  available to the public other than by disclosure in violation of
this  Agreement,  or (v) such  Investor  consents to the form and content of any
such disclosure. 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
notice to such Investor prior to making such disclosure, and allow the Investor,
at its expense, to undertake  appropriate action to prevent disclosure of, or to
obtain a protective order for, such information;

              3.1.17  instruct  the  Company's  transfer  agent  to  remove  the
restrictive  legend  on  the  stock  certificates  after  effectiveness  of  the
applicable  Registration  Statement  and provide.  with the  cooperation  of the
Investors, any required legal opinions at the Company's sole expense; and

              3.1.18 the Company shall use its commercially  reasonable  efforts
to (subject to applicable  law), as soon as  practicable,  (A)  incorporate in a
prospectus supplement or post-effective amendment the information provided by an
Investor  pursuant  to Section  3.2  relating  to the sale and  distribution  of
Registrable Securities, including, without limitation,  information with respect
to the number of  Registrable  Securities  being  offered or sold,  the purchase
price being paid therefor and any other terms of the offering of the Registrable
Securities to be sold in such  offering,  (B) make all required  filings of such
prospectus  supplement or  post-effective  amendment after being notified of the
matters to be  incorporated  in such  prospectus  supplement  or  post-effective
amendment and (C) supplement or make amendments to any Registration Statement if
reasonably  requested by an Investor  holding any  Registrable  Securities as it
relates to the  information  provided  by an  Investor  pursuant  to Section 3.2
relating to the sale and distribution of Registrable Securities.

         3.2  In connection with the registration of the Registrable Securities,
the Investors shall have the following obligations:

              3.2.1 each participating  Investor shall furnish to the Company in
writing such information and documents  regarding it and the distribution of its
securities  as may  reasonably

                                       10
<PAGE>

be required to be  disclosed  in the  Registration  Statement in question by the
rules and  regulations  under the Securities  Act or under any other  applicable
securities  or blue sky laws of the  jurisdictions  referred to in Section 3.1.4
above, or as may otherwise be reasonably requested; and

              3.2.2 if any such  registration or comparable  statement refers to
any  participating  Investor  by  name  or  otherwise  as  the  Investor  of any
securities of the Company, but such reference to such participating  Investor by
name or otherwise is not required by the Securities  Act or any similar  federal
statute then in force, then such participating  Investor shall have the right to
require the deletion of the reference to such participating Investor.

         3.3  From and after the date of this Agreement,  the Company shall not,
and shall not agree to,  allow the holders of any  securities  of the Company to
include any of their  securities in the Mandatory  Registration  Statement under
Section 2.1 hereof or any  amendment or  supplement  thereto under Section 3.1.2
hereof  without the consent of the  Investors  of a majority in interest  (based
upon the dollars  invested) of the  Registrable  Securities,  except pursuant to
outstanding registration rights set forth on SCHEDULE 3.3 attached hereto.

4.       REGISTRATION EXPENSES.

         In connection with any registration of Registrable  Securities pursuant
to Section 2, the  Company  shall,  whether or not any such  registration  shall
become  effective,  from  time to time  promptly  pay all  Company  Registration
Expenses.  Such expenses shall not include any Selling Expenses other than up to
$10,000 of reasonable fees and expenses of one counsel selected by a majority of
the Investors solely with respect to the Mandatory Registration Statement.

5.       INDEMNIFICATION.

         5.1 The Company shall, and hereby does, indemnify and hold harmless, to
the fullest extent permitted by law, each Investor and each Placement Agent (and
their respective officers, directors, managers, members, partners, stockholders,
employees,  agents and  advisors)  and each Person who  controls any Investor or
Placement  Agent within the meaning of the Securities Act (each, an "Indemnified
Party") from and against all losses, claims, damages,  liabilities and expenses,
joint or several,  to which any such Indemnified  Party may become subject under
the Securities  Act, the Exchange Act and all rules and  regulations  under each
such act, any other federal or state statute, law or regulation at common law or
otherwise,  insofar as such losses, claims, damages, liabilities or expenses (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  contained in any  Registration  Statement or any
amendment or  supplement  thereto or any  omission or alleged  omission to state
therein 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  preliminary,  final or summary
prospectus,  together with the documents  incorporated by reference  therein (as
amended or  supplemented  if the  Company  shall  have  filed with the SEC,  any
amendment thereof or supplement thereto), or any omission or alleged omission to
state  therein a material  fact  required to be stated  therein or  necessary in
order to make the statements  therein,  in the light of the circumstances  under
which they were made, not  misleading,  or (iii) any violation by the Company of
any federal,  state or common law rule or  regulation  applicable to the Company
and

                                       11
<PAGE>

relating to action of or inaction  by the  Company in  connection  with any such
registration including the failure to deliver any document required herein to be
delivered,  to an Investor  and a Placement  Agent;  and in each such case,  the
Company shall reimburse each such Indemnified  Party for any reasonable legal or
other  expenses  as such  reasonable  expenses  are  incurred  by any of them in
connection with investigating,  defending,  settling,  compromising,  proving or
defending  any  such  loss,  claim,  damage,   liability,   expense,  action  or
proceeding;  PROVIDED, HOWEVER, that the Company shall not be liable to any such
Indemnified  Party  insofar  as  such  losses,  claims,  damages,   liabilities,
expenses,  actions or proceedings are caused by any untrue  statement or alleged
untrue statement or material omission to provide information pursuant to Section
5.2 made in reliance on and in conformity with any written information furnished
to the Company by or on behalf of any  Indemnified  Party to be furnished  under
the  Section  5.2 or as a result  of the  failure  of the  Indemnified  Party to
furnish a prospectus to a purchaser.

         5.2 In connection with any Registration Statement in which any Investor
and the  Placement  Agent is  participating,  such  participating  parties shall
furnish to the  Company  in  writing  such  information  as shall be  reasonably
requested  by the  Company  for  use  in  any  such  Registration  Statement  or
prospectus and shall indemnify and hold harmless,  severally and not jointly, to
the extent permitted by law, the Company,  its officers,  directors,  employees,
agents,  advisors and each Person,  if any, who controls the Company  within the
meaning  of  Section 15 of the  Securities  Act,  against  any  losses,  claims,
damages, liabilities, expenses, actions or proceedings resulting from any untrue
statement  or alleged  untrue  statement  of a material  fact or any omission or
alleged  omission  of a  material  fact with  respect to  information  expressly
requested by the Company and required to be stated in the Registration Statement
or prospectus or preliminary  prospectus or any amendment  thereof or supplement
thereto,  or  necessary  to make  the  statements  therein  in the  light of the
circumstance  under  which  they  were  made (in the case of a  prospectus)  not
misleading, in each case to the extent, but only to the extent, that such untrue
statement or omission  with respect to  information  expressly  requested by the
Company  is made in  reliance  on and in  conformity  with  any  information  so
furnished  in  writing  or to be  furnished  under  this  Section  5.2  by  such
participating Investor expressly for use therein. Notwithstanding the provisions
of this Section 5.2, each Investor  shall not be liable for any  indemnification
obligation  under  this  Agreement  in  excess  of the  aggregate  amount of net
proceeds  received by such Investor from the sale of the Registrable  Securities
pursuant  to  the  applicable  Registration  Statement.  In no  case  shall  the
Placement  Agent  be  liable  for  any  indemnification  obligation  under  this
Agreement in excess of the compensation received by it pursuant to the Placement
Agent Agreement.

         5.3 Any Person entitled to indemnification under the provisions of this
Section 5 shall (i) give prompt  notice to the  indemnifying  party of any claim
with respect to which it seeks indemnification but the omission to so notify the
indemnifying  party will not relieve the  indemnifying  party from any liability
which it may have pursuant to this Section 5 to the extent it is not  materially
prejudiced  as a result  of such  failure,  and (ii)  unless  in the  reasonable
judgment of counsel for such  indemnified  party a conflict of interest  between
such  indemnified and  indemnifying  parties may exist in respect of such claim,
permit such indemnifying party to assume the defense of such claim, with counsel
reasonably  satisfactory  to the  indemnified  party;  and if such defense is so
assumed, such indemnifying party shall not enter into any settlement without the
consent of the indemnified party if such settlement  attributes liability to the
indemnified  party  and such  indemnifying  party  shall not be  subject  to any
liability for any

                                       12
<PAGE>

settlement made without its consent.  In the event an  indemnifying  party shall
not be  entitled,  or  elects  not,  to  assume  the  defense  of a claim,  such
indemnifying  party shall not be  obligated to pay the fees and expenses of more
than  one law  firm  for all  parties  indemnified  by such  indemnifying  party
hereunder  in respect of such claim,  unless in the  reasonable  judgment of any
such counsel a conflict of interest may exist between such indemnified party and
any other of such indemnified  parties in respect to such claim.  Such indemnity
shall remain in full force and effect regardless of any investigation made by or
on  behalf of any  indemnified  party and shall  survive  the  transfer  of such
securities by such indemnified party.

         5.4 If for any reason the foregoing indemnity is unavailable,  then the
indemnifying  party  shall  contribute  to the  amount  paid or  payable  by the
indemnified party as a result of such losses,  claims,  damages,  liabilities or
expenses in such  proportion as is  appropriate to reflect the relative fault of
the indemnifying  party and the indemnified  party as well as any other relevant
equitable considerations in accordance with Section 6 below. NOTWITHSTANDING THE
FOREGOING,  each of the Investors and the Placement  Agent shall not be required
to  contribute  any amount in excess of the amount such  Investor  or  Placement
Agent would have been required to pay to an  indemnified  party if the indemnity
under   Section   5.2  was   available.   No   Person   guilty   of   fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
shall be  entitled  to  contribution  from any Person who was not guilty of such
fraudulent misrepresentation.

         5.5 An indemnifying  party shall make payments of all amounts  required
to be made pursuant to the foregoing  provisions of this Section 5 to or for the
account of the  indemnified  party from time to time  promptly  upon  receipt of
bills or invoices relating thereto or when otherwise due and payable.

6.       CONTRIBUTION.

         To provide for just and equitable  contribution,  if (i) an Indemnified
Party makes a claim for indemnification pursuant to Section 5 but it is found in
a final  judicial  determination,  not  subject  to  further  appeal,  that such
indemnification  may not be  enforced in such case,  even though this  Agreement
expressly  provides  indemnification in such case, or (ii) any indemnified party
or indemnifying  party seeks contribution under the Securities Act, the Exchange
Act, or otherwise, then the Company (including for this purpose any contribution
made by or on  behalf  of any  officer,  director,  employee  or  agent  for the
Company,  or any  Controlling  Person of the Company),  on the one hand, and the
indemnified   party,  on  the  other  hand,  shall  contribute  to  the  losses,
liabilities,  claims,  damages, and expenses whatsoever to which any of them may
be subject,  in such  proportions  as are  appropriate  to reflect the  relative
benefits received by the Company, on the one hand, and the indemnified party, on
the other hand; PROVIDED,  HOWEVER,  that if applicable law does not permit such
allocation,  then other relevant equitable  considerations  such as the relative
fault of the  Company and the  indemnified  party in  connection  with the facts
which resulted in such losses, liabilities,  claims, damages, and expenses shall
also be considered. No Person liable for a fraudulent misrepresentation shall be
entitled to  contribution  from any person who is not liable for such fraudulent
misrepresentation.  Anything in this Section 6 to the contrary  notwithstanding,
no party shall be liable for contribution  with respect to the settlement of any
claim or action effected without its written consent. This Section 6 is intended
to supersede any right to  contribution  under the Securities  Act, the Exchange
Act, or otherwise unless such statute makes such right exclusive.

                                       13
<PAGE>

The Company,  the Investors  and the Placement  Agent agree that it would not be
just and equitable if  contribution  pursuant to this Section 6 were  determined
solely by pro rata  allocation or by any other method of  allocation  which does
not take account of the equitable  considerations referred to in this Section 6.
Notwithstanding  the provisions of this Section 6, each of the Investors and the
Placement  Agent shall not be required to contribute any amount in excess of the
amount such  Investor or Placement  Agent would have been  required to pay to an
indemnified  party  if the  indemnity  under  Section  5.2  was  available.  The
Investors' and the Placement Agent's  obligations to contribute pursuant to this
Section 6 are several and not joint.

7.       RULE 144.

         The Company  covenants  that it shall file the  reports  required to be
filed  under  the  Securities  Act  and the  Exchange  Act  and  the  rules  and
regulations  adopted by the SEC thereunder (or, in the event that the Company is
not required to file such reports, it shall make publicly available  information
as set forth in Rule 144(c)(2)  promulgated under the Securities Act), or to the
extent  required  from time to time to enable the  Investors  and the  Placement
Agent to sell  their  Registrable  Securities  without  registration  under  the
Securities Act within the  limitation of the exemption  provided by (i) Rule 144
under the Securities Act, as such Rule may be amended from time to time, or (ii)
any similar rule or regulation hereafter adopted by the SEC (collectively, "Rule
144").

8.       REGISTRATION RIGHTS OF OTHERS.

         (a) Subject to Section  8(b) hereof,  if the Company  shall at any time
hereafter  provide any Person any rights with respect to the registration of any
securities of the Company under the Securities Act, such rights shall not permit
any such securities to become  registered  during the period between Closing and
the date that is 180 days after the  Mandatory  Registration  Statement  becomes
effective or, in any other manner,  be superior to the rights provided herein to
the Investors and the Placement Agent.

         (b) The Investors and Placement Agent acknowledge: (i) the existence of
the  registration  rights  previously  granted  by the  Company  as set forth on
SCHEDULE 8 attached  hereto,  (ii) that the  covenant  set forth in Section 8(a)
shall not be breached or violated by the  granting  to, or the  exercise by such
holders of the rights set forth on SCHEDULE 8, and (iii) up to 1,3650,200 shares
of Common Stock, currently held by Dr. Atul Mehta and his Affiliates (the "Mehta
Holders"),  may be included in the Mandatory  Registration  Statement if some or
all of such  shares  are  purchased  from the Mehta  Holders  by third  parties.
Subject to the time  restrictions in Section 8(a), the granting of demand rights
to other parties shall not be deemed an  impairment  of the  Investors'  and the
Placement Agent's rights hereunder.

9.       REPORTING STATUS AND LISTING.

         (a) Until the date on which the Investors  shall have sold all of their
Registrable Securities,  the Company shall file all reports required to be filed
with the SEC pursuant to the Exchange  Act, and the Company  shall not terminate
its status as an issuer required to file reports

                                       14
<PAGE>

under the Exchange  Act even if the  Exchange  Act or the rules and  regulations
thereunder would otherwise permit such termination.

         (b) The Company shall use its best efforts to maintain the  eligibility
for  quotation of the Common Stock on the American  Stock  Exchange.  Subject to
applicable law, neither the Company nor any of its  Subsidiaries  shall take any
action  which  would be  reasonably  expected  to  result  in the  delisting  or
suspension of the Common Stock on the American Stock Exchange. The Company shall
pay all fees and expenses in connection with  satisfying its  obligations  under
this section.

10.      TRANSFER OF REGISTRATION RIGHTS.

         If and to the extent that any Investor or the Placement  Agent sells or
otherwise  disposes  of  Registrable  Securities  or  warrants  exercisable  for
Registrable  Securities in any  transaction  that does not require  registration
under the Securities  Act (other than a transaction  exempt under Rule 144), the
rights of the Investor or the  Placement  Agent  hereunder  with respect to such
Registrable Securities shall be assignable to any transferee of such Registrable
Securities;  PROVIDED,  HOWEVER,  that such  transferee  agrees in writing to be
bound by all the terms and conditions of this Agreement.

11.      MISCELLANEOUS.

         11.1 The  registration  rights provided to the Investors of Registrable
Securities  hereunder  shall  terminate on the date there shall no longer be any
outstanding  Registrable  Securities;  PROVIDED,  HOWEVER that the provisions of
Section 5 hereof shall survive any termination of this Agreement.

         11.2 A Person is deemed to be an  Investor  of  Registrable  Securities
whenever such Person owns of record such Registrable Securities.  If the Company
receives conflicting instructions, notices or elections from two 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.

         11.3 All  notices,  offers,  acceptance  and any other  acts under this
Agreement shall be in writing,  and shall be sufficiently  given if delivered to
the  addressees in person,  by Federal  Express or similar  receipted  overnight
delivery,  or by facsimile or e-mail delivery followed by a copy sent by Federal
Express or similar receipted overnight delivery, as follows:

                  If to the Company:     Elite Pharmaceuticals, Inc.
                                         165 Ludlow Avenue
                                         Northvale, NJ 07647
                                         Facsimile No.:    (201) 750-2755
                                         Attention:  Mr. Bernard Berk
                                                     Chief Executive Officer

                                       15
<PAGE>

                  With a copy to:        Reitler Brown & Rosenblatt LLC
                                         800 Third Avenue, 21st Floor
                                         New York, NY 10022
                                         Facsimile No.: (212) 371-5500
                                         Attention:  Scott H. Rosenblatt, Esq.

If to an  Investor,  at such  address as such  Investor  shall have  provided in
writing to the  Company or such other  address  as such  Investor  furnishes  by
notice given in accordance with this Section 11.3, with a copy to:

                                         Indigo Securities, LLC
                                         780 Third Avenue, 23rd Floor
                                         New York, NY 10017
                                         Facsimile No.: (212) 298-9933
                                         Attention:  Eric Brachfeld

                   With a Copy to:       Wollmuth Maher & Deutsch LLP
                                         500 Fifth Avenue
                                         New York, New York  10110
                                         Facsimile No.:  (212) 382-0050
                                         Attention:  Rory M. Deutsch, Esq.

         11.4  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.

         11.5 This  Agreement  shall be governed by and  construed in accordance
with the laws of the State of New York  applicable  to contracts  made and to be
performed in the State of New York.

         11.6 Each  party  agrees  that all  legal  proceedings  concerning  the
interpretations,  enforcement  and defense of the  transactions  contemplated by
this  Agreement  (whether  brought  against  a party  hereto  or its  respective
affiliates,  directors,  officers,  shareholders,  employees or agents) shall be
commenced exclusively in the state and federal courts sitting in Manhattan,  New
York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction
of the  state  and  federal  courts  sitting  in  Manhattan,  New  York  for the
adjudication  of any dispute  hereunder  or in  connection  herewith or with any
transaction  contemplated  hereby or discussed herein (including with respect to
the enforcement hereof). Each party agrees not to commence a claim or proceeding
hereunder  in a court  other  than a state  court or  federal  court  sitting in
Manhattan,  New York,  except (i) if  required as a  mandatory  counterclaim  or
cross-claim in a proceeding commenced by a Person in a different jurisdiction or
(ii) if such  party has first  brought  such claim or  proceeding  in such court
sitting in Manhattan,  New York and both the state courts and the federal courts
sitting  in  Manhattan,  New York have  denied  jurisdiction  over such claim or
proceeding.  Each party hereto hereby  irrevocably  waives  personal  service of
process  and  consents  to  process  being  served in any such  suit,  action or
proceeding  by  mailing a copy  thereof  via  registered  or  certified  mail or
overnight  delivery  (with evidence of delivery) to such party at

                                       16
<PAGE>

the  address in effect for  notices to it under this  Agreement  and agrees that
such service shall constitute good and sufficient  service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner  permitted by law.  Each party hereto  (including
its affiliates,  agents,  officers,  directors and employees) hereby irrevocably
waives,  to the fullest extent permitted by applicable law, any and all right to
trial  by  jury in any  legal  proceeding  arising  out of or  relating  to this
Agreement or the transactions contemplated hereby.

         11.7 This Agreement, the Subscription Agreement and the Placement Agent
Agreement  (including all schedules and exhibits thereto)  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
Subscription  Agreement and the Placement  Agent  Agreement  supersede all prior
agreements and understandings  among the parties hereto and thereto with respect
to the subject matter hereof and thereof.

         11.8 Subject to the  requirements of Section 10 hereof,  this Agreement
shall inure to the benefit of and be binding upon the  successors and assigns of
each of the parties hereto.

         11.9 The headings in this  Agreement are for  convenience  of reference
only and shall not form part of or effect the interpretation of this Agreement.

         11.10 This Agreement may be executed in one or more counterparts,  each
of which shall be deemed an original but all of which together shall  constitute
one and the same instrument. The execution of this Agreement may be by actual or
facsimile signature.

         11.11  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.

         11.12 Except as otherwise set forth herein, all consents, approvals and
other  determinations  to be made by the  Investors  pursuant to this  Agreement
shall be made by the  Investors  holding  more  than 66 2/3% of the  Registrable
Securities then held by all Investors.

         11.13  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 or the
validity or enforceability of this Agreement in any other jurisdiction.

         11.14 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.

               [REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK.]

                                       17
<PAGE>


         IN WITNESS WHEREOF, the parties have set their hands and seals the date
and year first above written.


                            ELITE PHARMACEUTICALS, INC.


                            By:
                                 -------------------------------------------
                                 Bernard Berk, Chief Executive Officer


                            INVESTORS:

                            INDIGO SECURITIES,  LLC


                            By:
                                 -------------------------------------------
                                 Eric Brachfeld, Managing Partner





                            [ADDITIONAL SIGNATURE PAGES ATTACHED]

                                       18
<PAGE>





                                               INDIVIDUAL:

Dated: __________________                            ________________________
                                                     Name of Individual:

                                                     Address:
                                                     ________________________
                                                     ________________________
                                                     ________________________
                                                     ________________________
                                                     Facsimile:  ____________

Dated: __________________                      NON-INDIVIDUAL:

                                                     ________________________
                                                     Name of Entity

                                                     By:_____________________
                                                        Name:
                                                        Title:

                                                     Address:
                                                     ________________________
                                                     ________________________
                                                     ________________________
                                                     ________________________
                                                     Facsimile:  ____________

                                       19
<PAGE>

                                   SCHEDULE 1

                                       TO

                          REGISTRATION RIGHTS AGREEMENT

                                  BY AND AMONG

                           ELITE PHARMACEUTICALS, INC.

                          AND THE FOLLOWING INVESTORS: