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                                                               EXECUTION VERSION





                          REGISTRATION RIGHTS AGREEMENT





     REGISTRATION  RIGHTS  AGREEMENT (this  "Agreement"),  dated as of March 22,

2006, by and among Powerlinx,  Inc.., a Nevada  corporation,  with its principal

offices at 1700 66th Street North, Suite 300, St. Petersburg, Florida 33710 (the

"Company"),  and the  purchasers  listed on the Schedule of Purchasers  attached

hereto (each, a "Purchaser" and collectively, the "Purchasers").



     WHEREAS:



     A. In connection  with the Securities  Purchase  Agreement by and among the

parties hereto of even date herewith (the "Securities Purchase Agreement"),  the

Company  has  agreed,  upon the  terms  and  subject  to the  conditions  of the

Securities  Purchase  Agreement,  to issue  and sell on the date  hereof to each

Purchaser  convertible  debentures  of the  Company  (the  "Debentures"),  which

Debentures shall be, in accordance with the terms of the Debentures, in whole or

in part,  convertible into shares of the Company's common stock, par value $.001

per share  (the  "Common  Stock")  and to issue and  deliver  to each  Purchaser

warrants (the  "Warrants") to purchase  Common Stock (the shares of Common Stock

issued or issuable upon  conversion of the  Debentures  and the shares of Common

Stock issued or issuable upon exercise of the Warrants are collectively referred

to as the "Conversion Shares");



     B. To induce the Purchasers 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

Purchasers hereby agree as follows:



     1. Definitions.



        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. "Investor" means a Purchaser.





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        c.  "Person"  means  an  individual,  a  limited  liability  company,  a

partnership,  a  joint  venture,  a  corporation,  a  trust,  an  unincorporated

organization and government or any department or agency thereof.



        d. "register,"  "registered," and "registration" refer to a registration

effected by preparing and filing one or more Registration Statements (as defined

below) in  compliance  with the 1933 Act and pursuant to Rule 415 under the 1933

Act or any successor rule  providing for offering  securities on a continuous or

delayed basis ("Rule 415"),  and the declaration or ordering of effectiveness of

such  Registration  Statement(s)  by the United States  Securities  and Exchange

Commission (the "SEC").



        e. "Registrable  Securities" means (i) the Conversion  Shares,  (ii) the

Interest  Shares (as defined in the  Debentures)  issued or  issuable  under the

Debentures,  and (iii) any  shares of  capital  stock  issued or  issuable  with

respect to the Conversion  Shares,  the Interest  Shares,  the Debentures or the

Warrants  as a result  of any stock  split,  stock  dividend,  recapitalization,

exchange or similar event or otherwise,  without  regard to any  limitations  on

conversions of Debentures.



        f.   "Registration   Statement"   means  a  registration   statement  or

registration  statements  of the Company  filed under the 1933 Act  covering the

Registrable Securities.



     Capitalized  terms used herein and not otherwise  defined herein shall have

the respective meanings set forth in the Securities Purchase Agreement.



     2. Registration.



        a. Mandatory  Registration.  The Company shall prepare,  and, as soon as

practicable  but in no event  later  than 90 days  after  the  Closing  Date (as

defined in the Securities Purchase Agreement) (the "Filing Deadline"), file with

the SEC a  Registration  Statement on Form S-3 covering the resale of all of the

Registrable  Securities.  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  provisions  of  Section  2(d).  The  Registration

Statement  prepared  pursuant  hereto  shall  register  for resale at least that

number  of shares of Common  Stock  equal to 125% of the  number of  Registrable

Securities as of the trading day immediately preceding the date the Registration

Statement is initially filed with the SEC,  subject to adjustment as provided in

Section  2(e),  and  subject to Section  2(g).  The  Company  shall use its best

efforts to have the Registration Statement declared effective by the SEC as soon

as  practicable,  but in no event  later than the date which is (i) in the event

that the Registration  Statement is not subject to a full review by the SEC, 135

days after the Closing Date or (ii) in the event that the Registration Statement

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