FORM OF



                                 INFINITY, INC.

                          REGISTRATION RIGHTS AGREEMENT





     THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made effective as

of January ___, 2004, by and among Infinity, Inc., a Colorado corporation (the

"Company") and _______________________________ (the "Investor").



                                   BACKGROUND



     The Company and the Investor have entered into that certain Common Stock

Purchase Agreement dated January ___, 2004 (the "Purchase Agreement").



     As a material inducement to the Investor's obligations to consummate the

transactions contemplated by the Purchase Agreement, the Company has agreed to

enter into this Agreement with the Investor.



     NOW, THEREFORE, in consideration of the mutual promises contained herein,

and other good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, and intending to be legally bound hereby, the Investor

and the Company hereby agree as follows:



                                    ARTICLE 1

                                   DEFINITIONS



     1.1 DEFINITIONS. Unless otherwise defined herein or in the Purchase

Agreement, the following terms shall have the following meanings for purposes of

this Agreement:



          (a) "AFFILIATE" shall mean, with respect to any Person, (i) a

director, officer, general or limited partner, manager, member or stockholder of

such Person, and (ii) any other Person that, directly or indirectly, through one

or more intermediaries, Controls, or is Controlled by, or is under common

Control with, such Person.



          (b) "BOARD OF DIRECTORS" shall mean the Board of Directors of the

Company.



          (c) "COMMISSION" shall mean the Securities and Exchange Commission or

any other federal agency at the time administering the Securities Act.



          (d) "COMMON STOCK" shall mean the common stock of the Company.



          (e) "CONTROL" shall mean, with respect to any Person, the possession,

directly or indirectly, of the power to direct or cause the direction of the

management or policies of a Person, whether through the ownership of voting

securities, by contract or otherwise.



          (f) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as

amended, and all rules and regulations promulgated thereunder.



<PAGE>



          (g) "FORM S-3" means such form under the Securities Act as is in

effect on the date hereof or any successor registration form under the

Securities Act subsequently adopted by the Commission that permits inclusion or

incorporation of substantial information by reference to other documents filed

by the Company with the Commission.



          (h) "HOLDER" shall mean holders of Registrable Securities that have

registration rights pursuant to this Agreement.



          (i) "PERSON" shall mean any individual, partnership, limited

partnership, limited liability partnership, corporation, limited liability

company, association, trust, joint venture, unincorporated organization, and any

governmental authority or other legal or business entity of any kind.



          (j) "PROSPECTUS" shall mean the prospectus included in any Shelf

Registration Statement (including, without limitation, a prospectus that

discloses information previously omitted from a prospectus filed as part of an

effective registration statement in reliance upon Rule 430A promulgated under

the Securities Act), as amended or supplemented by any prospectus supplement

(including, without limitation, any prospectus supplement with respect to the

terms of the offering of any portion of the Registrable Securities covered by

such Shelf Registration Statement), and all other amendments and supplements to

the Prospectus, including post-effective amendments, and all material

incorporated by reference or deemed to be incorporated by reference in such

Prospectus.



          (k) "REGISTER," "REGISTERED" and "REGISTRATION" shall refer to a

registration effected by preparing and filing a registration statement in

compliance with the Securities Act and the declaration or ordering of

effectiveness of such registration statement by the Commission.

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