REGISTRATION RIGHTS AGREEMENT



      THIS REGISTRATION RIGHTS AGREEMENT, dated as of February 3, 2000 (this

"Agreement"), is made by and between INTERACTIVE TECHNOLOGIES.COM, LTD., a

Delaware corporation, with headquarters located at 110 East Atlantic Avenue,

Suite 400, Delray Beach, Florida 33444 (the "Company"), and each entity named on

the signature page hereto (each, an "Initial Investor") (each agreement with an

initial Investor being deemed a separate and independent agreement between the

Company and such Initial Investor, except that each Initial Investor

acknowledges and consents to the rights granted to each other Initial Investor

under such agreement)



                             W I T N E S S E T H:



      WHEREAS, upon the terms and subject to the conditions of the Common Stock

Purchase Agreement, dated as of February 3, 2000, between Investor and the

Company (the "Common Stock Purchase Agreement;" terms not otherwise defined

herein shall have the meanings ascribed to them in the Common Stock Purchase

Agreement), the Company has agreed to issue and sell to Investor the Initial

Shares, together with the Repriced Shares (collectively, the "Shares");



      WHEREAS, the Company has agreed to issue the Warrant to Investor in

connection with the issuance of the Shares; and



      WHEREAS, to induce Investor to execute and deliver the Common Stock

Purchase Agreement, the Company has agreed to provide certain registration

rights under the Securities Act of 1933, as amended, and the rules and

regulations thereunder, or any similar successor statute (collectively, the

"Securities Act"), with respect to the Shares and the Warrant Shares (as defined

below).



      NOW, THEREFORE, in consideration of the premises and the mutual covenants

contained herein and other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the Company and Investor hereby

agree as follows:



      1. Definitions. As used in this Agreement, the following terms shall have

the following meanings:



      (a) "Potential Material Event" means any of the following: (i) the

possession by the Company of material information not ripe for disclosure in a

Registration Statement, which shall be evidenced by determinations in good faith

by the Board of Directors of the Company that disclosure of such information in

the Registration Statement would be detrimental to the business and affairs of

the Company; or (ii) any material engagement or activity by the Company which



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would, in the good faith determination of the Board of Directors of the Company,

be adversely affected by disclosure in a Registration Statement at such time,

which determination shall be accompanied by a good faith determination by the

Board of Directors of the Company that the Registration Statement would be

materially misleading absent the inclusion of such information;



      (b) "Register," "Registered," and "Registration" refer to a Registration

effected by preparing and filing a Registration Statement or Statements in

compliance with the Securities Act and pursuant to Rule 415 under the Securities

Act or any successor rule providing for offering securities on a continuous

basis, and the declaration or ordering of effectiveness of such Registration

Statement by the United States Securities and Exchange Commission (the "SEC");



      (c) "Registrable Securities" mean the Shares and the Warrant Shares; and



      (d) "Registration Statement" means a registration statement of the Company

under the Securities Act, or an amendment to an existing registration statement.



      2. Registration.



      (a) Mandatory Registration.



      (i) The Company shall prepare and file with the SEC, as soon as possible

after the Initial Closing and no later than a date (the "Required Filing Date"),

which is thirty (30) days following the Initial Closing, either a Registration

Statement on Form S-1 (or other applicable registration statement form), or an

amendment to an existing Registration Statement, in either event Registering for

resale by Investor a sufficient number of shares of Common Stock for Investor to

sell the Registrable Securities (or such lesser number as may be required by the

SEC, but in no event less than two hundred percent (200%) of the aggregate

number of Initial Shares and the number of shares of Common Stock that would be

issued upon exercise of the Warrant (the "Warrant Shares") at the time of filing

of the Registration Statement (assuming for such purposes that the Warrant had

been eligible to be exercised and had been exercised in accordance with its

terms, whether or not such eligibility or exercise had in fact occurred as of

such date). The Registration Statement (W) shall include only the Registrable

Securities, and (X) shall state that, in accordance with Rule 416 and 457 under

the Securities Act, it covers such indeterminate number of additional shares of

Common Stock as may become issuable upon repricing of the Initial Shares and the

exercise of the Warrant to prevent dilution resulting from stock splits or stock

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