REGISTRATION RIGHTS AGREEMENT





                    INTERNATIONAL ASSETS HOLDING CORPORATION



                          REGISTRATION RIGHTS AGREEMENT



                  (7% CONVERTIBLE SUBORDINATED NOTES DUE 2014)



           THIS REGISTRATION RIGHTS AGREEMENT, dated as of January 22, 2004, by

and among INTERNATIONAL ASSETS HOLDING CORPORATION, a Delaware corporation (the

"Company"), and the persons named as Holders on Schedule I to this Agreement

(each a "Holder," and collectively the `Holders").



                                R E C I T A L S:



           A. The Company has authorized the issuance of up to $12,000,000 in

principal amount of its 7% Convertible Subordinated Notes due 2014 (the

"Notes").



           B. The Company has entered into this Agreement in order to induce the

Holders to acquire the Notes.



           C. Each Holder will be deemed to be a party to this Agreement upon

the purchase of the Notes to such Holder:



           NOW, THEREFORE, the parties hereby agree as follows:





                                   ARTICLE I



                                   DEFINITIONS



           Section 1.1 Definitions. For the purposes of this Agreement, the

following terms have the meanings set forth below:



           (a) "Common Stock" means the Company's common stock, par value $0.01

per share.



           (b) "Holders" means each person who acquires the Convertible Notes,

and their permitted successors and assigns.



           (c) "Register," "registered" and "registration" refer to a

registration effected by preparing and filing a registration statement or

similar document in compliance with the Securities Act, and the declaration or

ordering of effectiveness of such registration statement or document.







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           (d) "Registrable Securities" means (i) the shares of Common Stock to

be issued to the Holders upon the conversion of the Convertible Notes; and (ii)

any Common Stock of the Company issued as (or issuable upon the conversion or

exercise of any warrant, right or other security which is issued as) a dividend

or other distribution with respect to, or in exchange for, or in replacement of,

such Common Stock. All Registrable Securities shall cease to be, or shall not

become (as the case may be) Registrable Securities if (i) such securities have

been disposed of by a Holder in a transaction which has been registered under

the Act; or (ii) such securities are or become freely transferable under the

Securities Act pursuant to Rule 144.



           (e) "Term" means the period from September 30, 2004 to September 30,

2006.



           (f) "SEC' means the Securities and Exchange Commission.



           (g) "Securities Act" means the Securities Act of 1933, as amended.



                                   ARTICLE II



                               REGISTRATION RIGHTS



           Section 2.1 Demand Registration Rights.



           (a) If the Company shall receive, at any time during the Term, a

written request (a "Registration Demand") from the Holders of at least

twenty-five percent (25%) of the Registrable Securities (including shares of

Common Stock issuable under Notes not yet converted) that the Company file a

registration statement under the Securities Act covering the registration of at

least twenty-five percent (25%) of the Registrable Securities (including shares

of Common Stock issuable under Notes not yet converted), then the Company shall,

within ten (10) days of the receipt thereof, give written notice of such request

to all Holders and shall, subject to the limitations of Section 2.1(b), effect

as soon as practicable the registration under the Securities Act of all

Registrable Securities which the Holders request to be registered in the

Registration Demand. The Company is obligated to effect only two (2) such

registrations for all Holders as a group during the Term; provided, however,

that in the event that such registration is to be made by means of an

underwriting and such underwriting is not consummated, then any registration

effected with respect to such underwriting shall not count as a Registration

Demand for purposes of Section 2.1(a).



           (b) If the Holders initiating the registration request hereunder

("Initiating Holders") intend to distribute the Registrable Securities covered

by their request by means of an underwriting, they shall so advise the Company

as a part of their request made pursuant to this Section 2.1 and the Company

shall include such information in the written notice referred to in Section

2.1(a). In such event, the right of any Holder to include its Registrable

Securities in such registration shall be conditioned upon such Holder's

participation in such underwriting and the inclusion of such Holder's





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Registrable Securities in the underwriting (unless otherwise mutually agreed by

a majority in interest of the Initiating Holders and such Holder) to the extent

provided herein. All Holders proposing to distribute their securities through

such underwriting (the "Participating Holders") shall (together with the Company

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