REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of September 14, 2006, by and among International Assets Holding Corp., a Delaware corporation (the Company), and the undersigned buyers (each, a Buyer, and collectively, the Buyers).

WHEREAS:

A. In connection with the Securities Purchase Agreement by and among the parties hereto dated as of September 14, 2006 (the Securities Purchase Agreement), the Company has agreed, upon the terms and subject to the conditions set forth in the Securities Purchase Agreement, to issue and sell to each Buyer senior subordinated convertible notes of the Company (the Notes), which will, among other things, be convertible into shares of the Companys common stock, $0.01 par value per share (the Common Stock; and, as converted, the Conversion Shares) in accordance with the terms of the Notes.

B. To induce the Buyers to execute and deliver the Securities 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 1933 Act), and applicable state securities laws.

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 each of the Buyers hereby agree as follows:

1. Definitions.

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

a. Business Day means any day other than Saturday, Sunday or any other day on which commercial banks in the City of New York are authorized or required by law to remain closed.

b. Closing Date shall have the meaning set forth in the Securities Purchase Agreement.

c. Effective Date means the date the Registration Statement has been declared effective by the SEC.

d. Effectiveness Deadline means the date which is one hundred twenty (120) calendar days after the Closing Date.

e. Filing Deadline means the date that is sixty (60) days after the Closing Date.

f. Investor means a Buyer or any permitted transferee or assignee thereof to whom a Buyer assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9 and any permitted transferee or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9.

g. Person means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

h. register, registered, and registration refer to a registration effected by preparing and filing one or more Registration Statements in compliance with the 1933 Act and pursuant to Rule 415 and the declaration or ordering of effectiveness of such Registration Statement(s) by the SEC.

i. Registrable Securities means (i) the Conversion Shares issued or issuable upon conversion of the Notes (ii) any shares of capital stock of the Company issued or issuable with respect to the Conversion Shares and the Notes as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitations on conversions of the Notes.

j. Registration Statement means a registration statement or registration statements of the Company filed under the 1933 Act covering the Registrable Securities.

k. Required Holders means the holders of at least a majority of the Registrable Securities.

l. Required Registration Amount for the Registration Statement means 130% of the aggregate of the maximum number of Conversion Shares issued and issuable pursuant to the Notes at the then-applicable Conversion Price as of the trading day immediately preceding the applicable date of determination subject to adjustment as provided in Section 2(e) (without regard to any limitations on conversion of the Notes).

m. Rule 415 means Rule 415 promulgated under the 1933 Act or any successor rule providing for offering securities on a continuous or delayed basis.

n. SEC means the United States Securities and Exchange Commission.

2. Registration.

a. Mandatory Registration. The Company shall prepare, and, as soon as practicable but in no event later than the Filing Deadline, file with the SEC the Registration Statement on Form S-3 covering the resale of at least the number of shares of Common Stock equal to the Required Registration Amount determined as of the date the Registration Statement is initially filed with the SEC. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration subject to the

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