REGISTRATION RIGHTS AGREEMENT



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

into as of November __, 2003, 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 90th

      calendar day following the Closing Date (120th day in the event of a

      "review" by the Commission); 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).





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            "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.



            "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 Shares, the Warrant

      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

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