REGISTRATION
      RIGHTS AGREEMENT 

     

    THIS
      AGREEMENT
      is made
      as of September __, 2007, by and between Zagg Incorporated, a Nevada corporation
      (the “Company”),
      the
      stockholder signatory hereto (the “Stockholder”).
      

     

    WHEREAS,
      on
      August 9, 2007, the Company filed a registration statement on Form SB-2 (the
      “Initial Registration”) on behalf of certain shareholders of the Company;
      and

     

    WHEREAS,
      the
      Stockholder desires to waive any legal rights available to Stockholder that
      may
      exist to participate in the Initial Registration in exchange for the
      registration rights as contained in this Agreement;

     

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

     

    1.
      Registration
      Rights.
      

     

    (a)
      Grant
      of Registration Rights.
      As soon
      as practicable after effectiveness of the Initial Registration, but in no event
      earlier than legally permissible, the Company agrees to register under the
      Securities Act of 1933, as amended (the “Securities
      Act”),
      all
      of the shares of the Company’s common stock issued to the Stockholder by the
      Company as of the date hereof (the “Registrable
      Securities”)
      on an
      applicable Securities and Exchange Commission (the “SEC”)
      form.


     

    (b)
      Additional
      Registration Statements.
      In the
      event the Company is unable for any reason to register all of the Registrable
      Securities, including but not limited to an SEC interpretation of Rule 415
      as to
      the amount of securities eligible in any one offering, the Company agrees to
      file a subsequent registration statement within a reasonable time frame and
      delay, and as many registration statements as are necessary to fulfill and
      accomplish the registration rights granted to Stockholder as contained in
      section 1(a). Moreover, it is contemplated that Stockholder will be receiving
      a
      warrant to purchase additional shares of the company and at such time, the
      Company will also grant Shareholder piggy back registration rights which will
      allow the Shareholder to be included in any subsequent registration statements
      that may be filed by the Company.

     

    (c)
      Waiver
      of Rights in the Initial Registration.
      In
      exchange for the rights conferred in section 1(a) and (b), the Stockholder
      hereby irrevocably and unconditionally releases the Company from any and all
      liabilities, actions, contracts, agreements, promises, claims and demands of
      any
      kind whatsoever, in law or equity, that relate in any way to rights available
      to
      the Stockholder to participate in the Initial Registration.

     

    2.
      Registration
      Procedures.
      The
      Company shall use its best efforts to effect the registration and the sale
      of
      such Registrable Securities, and pursuant thereto the Company shall as
      expeditiously as possible: 

     

    (a)
      prepare and file with the SEC a registration statement with respect to such
      Registrable Securities and use all commercially reasonable efforts to cause
      such
      registration statement to become effective;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)
      notify the Stockholder of the effectiveness of the registration statement filed
      hereunder and prepare and file with the SEC such amendments and supplements
      to
      such registration statement and the prospectus used in connection therewith
      as
      may be necessary to keep such registration statement effective for a period
      of
      not less than 180 days; 

     

    (c)
      furnish to the Stockholder such number of copies of the registration statement,
      each amendment and supplement thereto, the prospectus included in the
      registration statement (including each preliminary prospectus) and such other
      documents as the Stockholder may reasonably request in order to facilitate
      the
      disposition of the Registrable Securities owned by the Stockholder;


     

    (d)
      notify the Stockholder, at any time when a prospectus relating thereto is
      required to be delivered under the Securities Act, of the happening of any
      event
      as a result of which the prospectus included in such registration statement
      contains an untrue statement of a material fact or omits any fact necessary
      to
      make the statements therein not misleading, and, at the request of the
      Stockholder, the Company shall prepare a supplement or amendment to such
      prospectus so that, as thereafter delivered to the purchasers of such
      Registrable Securities, such prospectus shall not contain an untrue statement
      of
      a material fact or omit to state any fact necessary to make the statements
      therein not misleading; 

     

    (e)
      in
      the event of the issuance of any stop order suspending the effectiveness of
      a
      registration statement, or of any order suspending or preventing the use of
      any
      related prospectus or suspending the qualification of any common stock included
      in such registration statement for sale in any jurisdiction, the Company shall
      use its best efforts promptly to obtain the withdrawal of such order;


    


    3.
      Registration
      Expenses.
      All
      expenses incident to the Company’s performance of or compliance with this
      Agreement, including without limitation all registration and filing fees, fees
      and expenses of compliance with securities or blue sky laws, printing expenses,
      messenger and delivery expenses, fees and disbursements of custodians, fees
      and
      disbursements of counsel for the Company and all independent certified public
      accountants (all such expenses being herein called “Registration
      Expenses”)
      shall
      be borne by the Company. The Stockholder will pay any commissions or other
      fees
      payable to brokers or dealers in connection with any sale of the Registrable
      Securities. 

     

    4.
      Indemnification.
      

     

    (a)
      The
      Company agrees to indemnify, to the extent permitted by law, the Stockholder,
      its Shareholders, members, managers, officers and directors and each person
      who
      controls the Stockholder (within the meaning of the Securities Act) against
      all
      losses, claims, damages, liabilities and expenses caused by any untrue or
      alleged untrue statement of material fact contained in any registration
      statement, prospectus or preliminary prospectus or any amendment thereof or
      supplement thereto or any omission or alleged omission of a material fact
      required to be stated therein or necessary to make the statements therein not
      misleading, except insofar as the same are caused by or contained in any
      information furnished in writing to the Company by the Stockholder.


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)
      In
      connection with any registration statement in which the Stockholder is
      participating, the Stockholder shall furnish to the Company in writing such
      information and affidavits as the Company reasonably requests for use in
      connection with any such registration statement or prospectus and, to the extent
      permitted by law, shall indemnify the Company, its directors and officers and
      each person who controls the Company (within the meaning of the Securities
      Act)
      against any losses, claims, damages, liabilities and expenses resulting from
      any
      untrue or alleged untrue statement of material fact contained in the
      registration statement, prospectus or preliminary prospectus or any amendment
      thereof or supplement thereto or any omission or alleged omission of a material
      fact required to be stated therein or necessary to make the statements therein
      not misleading, but only to the extent that such untrue statement or omission
      is
      contained in any information or affidavit so furnished in writing by the
      Stockholder. 

     

    (c)
      Any
      person entitled to indemnification hereunder shall (i) give prompt written
      notice to the indemnifying party of any claim with respect to which it seeks
      indemnification (provided that the failure to give prompt notice shall not
      impair any person’s right to indemnification hereunder to the extent such
      failure has not prejudiced the indemnifying party) and (ii) unless in such
      indemnified party’s reasonable judgment a conflict of interest between such
      indemnified and indemnifying parties may exist with respect to such claim,
      permit such indemnifying party to assume the defense of such claim with counsel
      reasonably satisfactory to the indemnified party. If such defense is assumed,
      the indemnifying party shall not be subject to any liability for any settlement
      made by the indemnified party without its consent (but such consent shall not
      be
      unreasonably withheld, conditioned or delayed). An indemnifying party who is
      not
      entitled to, or elects not to, assume the defense of a claim shall not be
      obligated to pay the fees and expenses of more than one counsel for all parties
      indemnified by such indemnifying party with respect to such claim, unless in
      the
      reasonable judgment of any indemnified party a conflict of interest may exist
      between such indemnified party and any other of such indemnified parties with
      respect to such claim. 

     

    (d)
      The
      indemnification provided for under this Agreement shall remain in full force
      and
      effect regardless of any investigation made by or on behalf of the indemnified
      party or any officer, director or controlling person of such indemnified party
      and shall survive the transfer of securities. The Company also agrees to make
      such provisions, as are reasonably requested by any indemnified party, for
      contribution to such party in the event the Company’s indemnification is
      unavailable for any reason. 

     

    5.
      Miscellaneous.
      

     

    (a)
      This
      Agreement and the letter agreement of even date submitted herewith between
      the
      Company and Stockholder embody the complete agreement and understanding among
      the parties and supersede and preempt any prior understandings, agreements
      or
      representations by or among the parties, written or oral, which may have related
      to the subject matter hereof in any way. 

     

    (b)
      Any
      person having rights under any provision of this Agreement shall be entitled
      to
      enforce such rights specifically to recover damages caused by reason of any
      breach of any provision of this Agreement and to exercise all other rights
      granted by law. The parties hereto agree and acknowledge that money damages
      may
      not be an adequate remedy for any breach of the provisions of this Agreement
      and
      that any party may in its sole discretion apply to any court of law or equity
      of
      competent jurisdiction (without posting any bond or other security) for specific
      performance and for other injunctive relief in order to enforce or prevent
      violation of the provisions of this Agreement. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c)
      The
      provisions of this Agreement may be amended or waived only upon the prior
      written consent of the Company and the Stockholder. 

     

    (d)
      All
      covenants and agreements in this Agreement by or on behalf of any of the parties
      hereto shall bind and inure to the benefit of the respective successors and
      assigns of the parties hereto whether so expressed or not. Notwithstanding
      the
      foregoing, however, this Agreement is not assignable without the prior written
      consent of both parties hereto. 

     

    (e)
      Whenever possible, each provision of this Agreement shall be interpreted in
      such
      manner as to be effective and valid under applicable law, but if any provision
      of this Agreement is held to be prohibited by or invalid under applicable law,
      such provision shall be ineffective only to the extent of such prohibition
      or
      invalidity, without invalidating the remainder of this Agreement. 

     

    (f)
      This
      Agreement may be executed simultaneously in two or more counterparts, any one
      of
      which need not contain the signatures of more than one party, but all such
      counterparts taken together shall constitute one and the same Agreement.


     

    (g)
      The
      descriptive headings of this Agreement are inserted for convenience only and
      do
      not constitute a part of this Agreement. 

     

    (h)
      The
      corporate law of Nevada shall govern all issues and questions concerning the
      relative rights of the Company and its shareholders. All other issues and
      questions concerning the construction, validity, interpretation and enforcement
      of this Agreement shall be governed by, and construed in accordance with, the
      laws of the Nevada, without giving effect to any choice of law or conflict
      of
      law rules or provisions (whether of Nevada law or any other jurisdiction) that
      would cause the application of the laws of any jurisdiction other than the
      Nevada. 

     

    (i)
      All
      notices, demands or other communications to be given or delivered under or
      by
      reason of the provisions of this Agreement shall be in writing and shall be
      deemed to have been given when delivered personally to the recipient, sent
      to
      the recipient by reputable overnight courier service (charges prepaid) or mailed
      to the recipient by certified or registered mail, return receipt requested
      and
      postage prepaid. Such notices, demands and other communications shall be sent
      to
      the following addresses: 

     

    Zagg
      Incorporated: 

    3855
      South 500 West, Suite J

    Salt
      Lake
      City, Utah 84115 

    Attention:
      Brandon O’Brien (CFO) 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    With
      copies to: 

    


    Cane
      Clark LLP

    3273
      E.
      Warm Springs, Rd.

    Las
      Vegas, NV

    Attention:
      Scott Doney

    


    Stockholder:

    At
      the
      address provided below

     

    or
      to
      such other address or to the attention of such other person as the recipient
      party has specified by prior written notice to the sending party. 

     

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


     

    
      	
              ZAGG
                INCORPORATED.

            
	 	 
	
              By:

            	
               

            
	
              Name:

            	
               
                Robert G. Pedersen II

            
	
              Title:

            	
               
                CEO

            
	 
	
              STOCKHOLDER

            
	 	 
	
              By:

            	
               

            
	
              Name:

            	
               

            
	
              Title:

            	
               
                

            
	 	 
	
              Address: