THIS
      REGISTRATION RIGHTS AGREEMENT REPLACES A REGISTRATION RIGHTS AGREEMENT BETWEEN
      ___________________________________ AND S2 NEW YORK DESIGN CORP. THIS
      REGISTRATION RIGHTS AGREEMENT ACCOMPANIES A SUBORDINATED CONVERTIBLE NOTE IN
      THE
      AMOUNT OF $_____________ AND WARRANTS TO PURCHASE _____________ SHARES. THE
      $_________ NOTE WAS ASSUMED AND REISSUED BY INCA DESIGNS, INC. PURSUANT TO
      TERMS
      OF THE SECURITIES EXCHANGE AGREEMENT BETWEEN INCA DESIGNS, INC. AND S2 NEW
      YORK
      DESIGN CORP. DATED _______________, MAKING THE ORIGINAL INSTRUMENT NULL AND
      VOID. ALL TERMS CONTAINED HEREIN ARE THE SAME AS THE TERMS IN THE ORIGINAL
      INSTRUMENT WITH THE EXCEPTION THAT THE NAME OF THE COMPANY WAS CHANGED TO INCA
      DESIGNS, INC. AND ALL TERMS OUTLINED THEREIN NOW RELATE TO THE COMMON STOCK
      OF
      INCA DESIGNS, INC. 

    


    REGISTRATION
      RIGHTS AGREEMENT

    


    This
      Registration Rights Agreement (this “Agreement”)
      is
      made and entered into as of _________________, by and between INCA
      DESIGNS, INC.,
      (the
“Company”), and ______________________________ (the
      “Purchaser”).

     

    WHEREAS,
      this Agreement is made pursuant to the Securities Purchase Agreement, dated
      as
      of the date hereof, among the Company and the Purchaser (the “Purchase
      Agreement”),
      and

    


    WHEREAS,
      pursuant to the Purchase Agreement, the Company has agreed to issue and sell
      to
      the Purchaser and the Purchaser has agreed to purchase from the Company, an
      aggregate principal amount of $_________ of the Company’s Subordinated
      Convertible Note (the “Note”), which is convertible into shares of the Company’s
      common stock, $.0001 par value per share as set forth in the Note and
      ___________ Warrants to purchase shares of the Company’s common
      stock.

    


    NOW,
      THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
      and for other good and valuable consideration the receipt and adequacy of which
      are hereby acknowledged, the Company and the Purchaser agree as
      follows:

     

    1. Piggy
      Back Rights.
      If at
      any time the Company shall determine to prepare and file with the Securities
      and
      Exchange Commission (the “Commission”) a registration statement relating to an
      offering for its own account or the account of others under the Securities
      Act
      of 1933, as amended, and the rules and regulations promulgated thereunder (the
      “Securities Act”), of any of its equity securities, other than (a) on Form S-4
      or Form S-8 (each as promulgated under the Securities Act) or their then
      equivalents relating to equity securities to be issued solely in connection
      with
      any acquisition of any entity or business, (b) a registration relating solely
      to
      a Commission Rule 145 transaction, (c) equity securities issuable in connection
      with stock option or other employee benefit plans, or (d) the first public
      offering of the capital stock of the Company to the general public which is
      effected pursuant to a registration statement filed with, and declared effective
      by, the Commission under the Securities Act (an “Initial Public Offering”), then
      the Company shall send to the Holder written notice of such determination and,
      if within fifteen days after receipt of such notice, the Holder shall so request
      in writing, the Company shall include in such registration statement all or
      any
      part of the shares of capital stock issuable upon conversion in full of the
      Note
      and shares issuable upon the exercise of the Warrant (the “Registrable
      Securities”) the Holder requests to be registered, subject, in the event of an
      underwritten offering, to customary cutbacks requested by the managing
      underwriter of all selling stockholders thereunder, on a pro-rata basis with
      any
      other selling stockholders.

    


    2. Right
      to Terminate Registration.
      The
      Company shall have the right to terminate or withdraw any registration initiated
      by it under Section 1 prior to the effectiveness of such registration whether
      or
      not the Purchaser has elected to include Registrable Securities in such
      registration. The Purchaser agrees that, upon receipt of notice from the Company
      that the Company has determined to withdraw any registration statement pursuant
      to this subsection, such Purchaser will discontinue its disposition of
      securities pursuant to such registration statement and, if so directed by the
      Company, will deliver to the Company (at the Company’s expense) all copies,
      other than permanent file copies, then in such Purchaser’s possession of the
      prospectus covering securities which was in effect at the time of such
      notice.


    
      
        
        

      

      
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    3. Expenses
      of Registration.
      All
      expenses, other than Selling Expenses (as defined below), incurred by the
      Company in complying with this Agreement, including, without limitation, all
      registration, qualification and filing fees, printing expenses, escrow fees,
      fees and disbursements of counsel for the Company, blue sky fees and expenses
      and the expense of any special audits incident to or required by any such
      registration (“Registration Expenses”) incurred in connection with all
      registrations pursuant to this Agreement shall be borne by the Company;
      provided, however, that in the event the Purchaser alone, but not the Company,
      initiates the request that a registration be withdrawn prior to its
      effectiveness, all Registration Expenses incurred in connection with that
      registration shall be borne by the Purchaser. All underwriting discounts,
      selling commissions and stock transfer taxes applicable to the securities
      registered by the Purchaser and, except as set forth above, all fees and
      disbursements of counsel for the Purchaser (“Selling Expenses”) relating to
      securities registered on behalf of the Purchaser shall be borne by the
      Purchaser.

    


    4. Registration
      Procedures.
      In the
      case of each registration, qualification or compliance to be effected by the
      Company pursuant to this Agreement, the Company will keep the Purchaser advised
      in writing as to the initiation of each registration, qualification and
      compliance and as to the completion thereof. The Company will:

    


    (a) use
      its
      reasonable best efforts to effect the registration and the sale of the
      Registrable Securities in accordance with the intended method of disposition
      thereof and pursuant thereto the Company will as expeditiously as
      possible;

    


    (b) prepare
      and file with the Commission a registration statement with respect to such
      Registrable Securities and use its reasonable best efforts to cause such
      registration statement to become effective (provided that before filing a
      registration statement or prospectus or any amendments or supplements thereto,
      the Company will furnish to the counsel selected by the Purchaser copies of
      all
      such documents proposed to be filed);

    


    (c) prepare
      and file with the Commission 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 120 days and comply with the provisions of the Securities Act with respect
      to the disposition of all securities covered by such registration statement
      during such period in accordance with the intended methods of disposition by
      the
      Purchaser set forth in such registration statement;

    


    (d) during
      the period in which the Company is required under the provisions hereof to
      keep
      a registration statement effective, furnish to the Purchaser such number of
      copies of such registration statement, each amendment and supplement thereto,
      the prospectus included in such registration statement (including each
      preliminary prospectus) and such other documents as Purchaser may reasonably
      request in order to facilitate the disposition of the Registrable Securities
      owned by Purchaser;

    


    (e) use
      its
      reasonable best efforts to register or qualify such Registrable Securities
      under
      such other securities or blue sky laws of such jurisdictions as Purchaser
      reasonably requests and do any and all other acts and things which may be
      reasonably necessary or advisable to enable Purchaser to consummate the
      disposition in such jurisdictions of the Registrable Securities owned by
      Purchaser (provided that the Company will not be required to (i) qualify
      generally to do business in any jurisdiction where it would not otherwise be
      required to qualify but for this subparagraph, (ii) subject itself to taxation
      in any such jurisdiction where it would not otherwise be subject to taxation
      but
      for this subparagraph or (iii) consent to general service of process in any
      such
      jurisdiction where it would not otherwise be subject to service of process
      but
      for this subparagraph);


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    (f) notify
      the Purchaser any time the Company becomes aware 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 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
      will
      not contain an untrue statement of a material fact or omit to state any fact
      necessary to make the statements therein not misleading;

    


    (g) use
      its
      reasonable best efforts to cause all such Registrable Securities to be listed
      on
      each securities exchange on which similar securities issued by the Company
      are
      then listed and, if not so listed, to be listed on the NASD automated quotation
      system and, if listed on the NASD automated quotation system, use its reasonable
      best efforts to secure designation of all such Registrable Securities covered
      by
      such registration statement as a NASDAQ “national market system security” within
      the meaning of Rule 11Aa2-1 of the Commission or, failing that, use its best
      efforts to secure NASDAQ authorization for such Registrable
      Securities;

    


    (h) provide
      a
      transfer agent and registrar for all such Registrable Securities not later
      than
      the effective date of such registration statement;

    


    (i) enter
      into such customary agreements (including underwriting agreements in customary
      form, provided that such underwriting agreement shall be reasonably satisfactory
      to the Company) and take all such other actions as the holders of a majority
      of
      the Registrable Securities being sold or the underwriters, if any, reasonably
      request in order to expedite or facilitate the disposition of such Registrable
      Securities (including, without limitation, (i) effecting a stock split or a
      combination of shares, and (ii) not effecting any public sale or distribution
      of
      its equity securities, or any securities convertible into or exchangeable or
      exercisable for such securities, during the seven days prior to and during
      the
      180-day period beginning on the effective date of any underwritten registration
      (except as part of such underwritten registration or pursuant to registrations
      on Form S-8 or any successor form), unless the underwriters managing the
      registered public offering otherwise agree;

    


    (j) upon
      receipt and execution of such confidentiality agreements as the Company may
      reasonably request from parties who are not otherwise subject to confidentiality
      obligations because of the nature of their profession (e.g., underwriters,
      attorneys and accountants), make available for inspection by the Purchaser,
      any
      underwriter participating in any disposition pursuant to such registration
      statement and any attorney, accountant or other agent retained by Purchaser
      or
      such underwriter, all financial and other records, pertinent corporate documents
      and properties of the Company, and cause the Company’s officers, directors,
      employees and independent accountants to supply all information reasonably
      requested by Purchaser or any such underwriter, attorney, accountant or agent
      in
      connection with such registration statement;

    


    (k) otherwise
      use its reasonable best efforts to comply with all applicable rules and
      regulations of the Commission; and

    


    (l) 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 will
      use its reasonable best efforts promptly to obtain the withdrawal of such
      order.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    5. Indemnification.

    


    (a) The
      Company agrees to indemnify, to the extent permitted by law, each holder of
      Registrable Securities, its officers and directors and each person who controls
      such holder (within the meaning of the Securities Act) against all losses,
      claims, damages, liabilities and expenses caused by any violation or alleged
      violation by the Company of the Securities Act, the Securities Exchange Act
      of
      1934, as amended (the “Exchange Act”), any state securities law or any rule or
      regulation promulgated under the Securities Act, the Exchange Act or any state
      securities law, 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 affidavits or written information supplied or withheld from
      the
      Company relating to such holder’s ownership of Registrable Securities or as
      otherwise required under the Securities Act furnished by such holder expressly
      for use in such registration statement or by such holder’s failure to deliver a
      copy of the registration statement or prospectus or any amendments or
      supplements thereto after the Company has timely furnished such holder with
      the
      number of copies of the same reasonably requested by such holder.

    


    (b) In
      connection with any registration statement in which Purchaser is participating,
      Purchaser will furnish to the Company in writing such information and affidavits
      relating to such Purchaser’s ownership of Registrable Securities or as otherwise
      required under the Securities Act as the Company reasonably requests for use
      in
      connection with any such registration statement or prospectus and, to the extent
      permitted by law, will 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 such holder
      which was expressly provided for use in such registration statement and was
      included in such registration statement in reliance on and in conformity with
      such written information or affidavit.

    


    (c) Any
      person entitled to indemnification hereunder will (i) give prompt written notice
      to the indemnifying party of any claim with respect to which it seeks
      indemnification 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 or not defended because of a conflict of
      interest pursuant to clause (ii) of the preceding sentence, the indemnifying
      party will not be subject to any liability for any settlement made by the
      indemnified party without its consent (but such consent will not be unreasonably
      withheld). An indemnifying party who is not entitled to, or elects not to,
      assume the defense of a claim will 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 will 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 will survive the transfer of securities.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    (e) The
      Company also agrees to make such provisions, as are requested by any indemnified
      party, for contribution to such party in the event the Company’s indemnification
      is unavailable for any reason. The Company shall contribute to the amount paid
      or payable by such indemnified party as a result of such loss, liability, claim,
      damage, or expense in such proportion as is appropriate to reflect the relative
      fault of the indemnified party on the one hand and of the Company on the other
      in connection with the violations, statements or omissions that resulted in
      such
      loss, liability, claim, damage or expense as well as any other relevant
      equitable considerations. The relative fault of the indemnified party and of
      the
      Company shall be determined by reference to, among other things, whether the
      untrue or alleged untrue statement of a material fact or the omission to state
      a
      material fact relates to information supplied by the indemnified party or by
      the
      Company and the parties’ relative intent, knowledge, access to information, and
      opportunity to correct or prevent such statement or omission.

    


    6. Termination
      of Registration Rights.
      The
      Company’s obligations pursuant to Section 1 shall expire upon the earlier to
      occur of the following: (a) when all Registrable Securities held by the
      Purchaser have been sold or transferred in any manner to any person or entity,
      including, but not limited to, sales pursuant to a registration statement,
      Rule
      144 sales or otherwise, (b) at such time as all Registrable Shares of the
      Purchaser can be sold in any three-month period under the Commission’s Rule 144,
      or (c) five (5) years after an Initial Public Offering.

    


    7. Stand-Off
      Agreement.
      So long
      as the Company’s obligations pursuant to Section 1 have not expired, the
      Purchaser, if requested by the Company and an underwriter of Common Stock or
      other securities of the Company, shall agree not to sell or otherwise transfer
      or dispose of any Registrable Securities or other securities of the Company
      (except for those securities being registered) held by such Purchaser for a
      specified period of time (not to exceed 180 days) following the effective date
      of a registration statement filed in connection with the Initial Public
      Offering; provided, (a) all employees, officers, directors, and greater than
      one
      percent (1%) preferred stock or Common Stock holders enter into agreements
      in
      exactly the same form, and (b) that such agreement shall be in a form reasonably
      satisfactory to the Company and such underwriter. The Company may impose
      stop-transfer instructions with respect to the Registrable Securities or other
      securities subject to the foregoing restriction until the end of the stand-off
      period.

    


    8. Miscellaneous.

    


    (a) Governing
      Law.
      This
      Agreement shall be governed in all respects by the internal laws of the State
      of
      New York.

    


    (b) Successors
      and Assigns.
      The
      provisions hereof shall inure to the benefit of, and be binding upon, the
      successors, permitted assigns, heirs, executors and administrators of the
      parties hereto.

    


    (c) Entire
      Agreement; Amendment.
      This
      Agreement, its attachments and the other documents delivered pursuant hereto
      constitute the full and entire understanding and agreement between the parties
      with regard to the subjects hereof and thereof. Except as expressly provided
      herein, neither this Agreement nor any term hereof may be amended, waived,
      discharged or terminated other than by a written instrument signed by the
      Company and the Purchaser.

    


    (d) Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      enforceable against the parties actually executing such counterparts, and all
      of
      which together shall constitute one instrument.

    


    (e) Severability.
      In the
      event that any provision of this Agreement becomes or is declared by a court
      of
      competent jurisdiction to be illegal, unenforceable or void, this Agreement
      shall continue in full force and effect without said provision; provided that
      no
      such severability shall be effective if it materially changes the economic
      benefit of this Agreement to any party.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (f) Notices.
      Except
      in cases where oral or other notice is permitted by this Agreement, all notices,
      requests, demands and other communications hereunder shall be in writing and
      shall be deemed to have been given (i) when hand delivered, including delivery
      by messenger or courier service (or if delivery is refused, at the time of
      refusal), to the address set forth below, (ii) when received or refused as
      evidenced by the postal receipt if sent by United States mail as Certified
      Mail,
      Return Receipt Requested, with proper postage prepaid, addressed as set forth
      below or (iii) when received as evidenced by the transmission report of the
      telefax machine of the transmitting party acknowledging a good transmission
      if
      sent by telefax to the number set forth below:

     

    
      	
            	a.	
              If
                to Purchaser:

            


    

    
 

    INCA
      Designs, Inc.

    53
      West
      36th
      Street,
      9th
      Floor

    New
      York,
      NY 10018

    


    Any
      of
      the parties may change its mailing address or telecopy number, by giving notice
      to the other party pursuant to this Subsection.

    


    (g) Titles
      and Subtitles.
      The
      titles and subtitles used in this Agreement are used for convenience only and
      are not considered in construing or interpreting this Agreement.

    


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

    


    
      	 	
              PURCHASER:

            
	 	 
	 	
               

            
	 	 
	 	 
	 	 
	 	 
	 	
              COMPANY:

            
	 	 
	 	
              INCA
                DESIGNS, INC.

            
	 	 
	 	 
	 	
              By:

            	 
	 	 	 	
              ,
                President

            


    

     

    
      
        
        

      

      
        6