REGISTRATION RIGHTS AGREEMENT



         This  Registration  Rights  Agreement  (this  "Agreement")  is made and

entered  into  as of  July  15,  2004,  among  Genio  Group,  Inc.,  a  Delaware

corporation  (the  "Company"),  and the purchasers'  signatory hereto (each such

purchaser  is a  "Purchaser"  and all such  purchasers  are,  collectively,  the

"Purchasers").



         This Agreement is made pursuant to the Securities  Purchase  Agreement,

dated as of the date hereof among the Company and the Purchasers  (the "Purchase

Agreement").



         The Company and the Purchasers hereby agree as follows:



        1. Definitions



                  CAPITALIZED  TERMS USED AND NOT OTHERWISE  DEFINED HEREIN THAT

         ARE DEFINED IN THE PURCHASE  AGREEMENT  SHALL HAVE THE  MEANINGS  GIVEN

         SUCH TERMS IN THE PURCHASE  AGREEMENT.  As used in this Agreement,  the

         following terms shall have the following meanings:



                    "Effectiveness Date" means, with respect to the Registration

               Statement registering for resale the Registrable Securities,  the

               150th calendar day following the Closing Date; provided, however,

               in the event that the Company is notified by the Commission  that

               the above  Registration  Statement  will not be reviewed or is no

               longer subject to further review and comments,  the Effectiveness

               Date as to the Registration  Statement shall be the fifth Trading

               Day  following  the date on which the  Company is so  notified if

               such date precedes the dates required above.



                    "Effectiveness  Period"  shall have the meaning set forth in

               Section 2(a).



                    "Filing  Date"  means,  with  respect  to  the  Registration

               Statement registering for resale the Registrable Securities,  the

               30th day following the Closing Date.



                    "Holder" or  "Holders"  means the holder or holders,  as the

               case may be, from time to time of Registrable Securities.



                    "Indemnified  Party"  shall  have the  meaning  set forth in

               Section 5(c).



                    "Indemnifying  Party"  shall have the  meaning  set forth in

               Section 5(c).



                    "Proceeding" means an action, claim, suit,  investigation or

               proceeding  (including,  without limitation,  an investigation or

               partial proceeding,  such as a deposition),  whether commenced or

               threatened.







                                       1

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                    "Prospectus"   means   the   prospectus   included   in  the

               Registration   Statement   (including,   without  limitation,   a

               prospectus that includes any 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,  with

               respect  to the  terms  of the  offering  of any  portion  of the

               Registrable Securities covered by the 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.



                    "Registrable Securities" means all of the Underlying Shares,

               together  with any shares of Common Stock issued or issuable upon

               any stock split, dividend or other distribution, recapitalization

               or similar event with respect to the foregoing.



                    "Registration  Statement" means the registration  statements

               required  to be filed  hereunder,  including  (in each  case) the

               Prospectus,   amendments  and  supplements  to  the  Registration

               Statement  or  Prospectus,   including  pre-  and  post-effective

               amendments,  all exhibits thereto, and all material  incorporated

               by  reference  or deemed to be  incorporated  by reference in the

               registration statement.



                    "Rule  415"  means Rule 415  promulgated  by the  Commission

               pursuant to the Securities  Act, as such Rule may be amended from

               time to time, or any similar rule or regulation hereafter adopted

               by the  Commission  having  substantially  the same  purpose  and

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