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<FILENAME>form8kregrightsag.txt

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                          REGISTRATION RIGHTS AGREEMENT





     THIS REGISTRATION RIGHTS AGREEMENT, by and between Powerlinx, Inc., a

Nevada corporation (the "Company"), and the person whose name appears on the

signature page attached hereto (individually a "Holder" and collectively, with

the holders of other Units (the "Holders") issued in the private placement

offering by the Company.



     WHEREAS, pursuant to a subscription agreement (the "Subscription

Agreement"), in connection with the proposed private placement (the "Private

Placement") of the Company's units ("Units") consisting of (i) 8 shares of

Series A Convertible Preferred Stock ("Preferred Shares") (ii) 2 shares of the

Company's common stock, $0.01 par value per share (the "Common Shares"); and

(iii) 3 common stock purchase warrants ("Warrants");



     WHEREAS, pursuant to the terms of and in order to induce the Holders to

enter into a certain subscription agreement dated the date hereof between the

Company and the Holders (the "Subscription Agreement") to purchase the Units,

the Company and the Holders have agreed to enter into this Agreement; and



     WHEREAS, it is intended by the Company and the Holders that this Agreement

shall become effective immediately upon the acquisition by the Holders of the

Units;



     NOW, THEREFORE, in consideration of the premises and the mutual covenants

contained herein, the Company hereby agrees as follows:



     1. Registration. The Company shall file a registration statement with the

Securities and Exchange Commission which seeks to register the shares of common

stock issuable upon conversion of the Preferred Shares contained in the Units

and the shares of common stock issuable upon exercise of the Warrants contained

in the Units (together referred to as the "Registerable Securities") under the

Securities Act of 1933 (the "1933 Act"), no later than 30 days after the first

closing date of the Private Placement.



     2. Cooperation with Company. Holders will cooperate with the Company in all

respects in connection with this Agreement, including, timely supplying all

information reasonably requested by the Company and executing and returning all

documents reasonably requested in connection with the registration and sale of

the Registerable Securities.



     3. Registration Procedures. If and whenever the Company is required by any

of the provisions of this Agreement to use its best efforts to effect the

registration of any of the Registerable Securities under the 1933 Act, the

Company shall (except as otherwise provided in this Agreement), as expeditiously

as possible:



     a.   prepare and file with the Securities and Exchange Commission (the

          "Commission") a registration statement and shall use its best efforts

          to cause such registration statement to become effective and remain

          effective until all the Registerable Securities are sold or



<PAGE>

          become capable of being publicly sold without registration under the

          1933 Act.



     b.   prepare and file with the Commission such amendments and supplements

          to such registration statement and the prospectus used in connection

          therewith as may be necessary to keep such registration statement

          effective and to comply with the provisions of the 1933 Act with

          respect to the sale or other disposition of all securities covered by

          such registration statement whenever the Holder or Holders of such

          securities shall desire to sell or otherwise dispose of the same

          (including prospectus supplements with respect to the sales of

          securities from time to time in connection with a registration

          statement pursuant to Rule 415 of the Commission);



     c.   furnish to each Holder such numbers of copies of a summary prospectus

          or other prospectus, including a preliminary prospectus or any

          amendment or supplement to any prospectus, in conformity with the

          requirements of the 1933 Act, and such other documents, as such Holder

          may reasonably request in order to facilitate the public sale or other

          disposition of the securities owned by such Holder;



     d.   use its best efforts to register and qualify the securities covered by

          such registration statement under such other securities or blue sky

          laws of such jurisdictions as each Holder shall reasonably request,

          and do any and all other acts and things which may be necessary or

          advisable to enable such Holder to consummate the public sale or other

          disposition in such jurisdiction of the securities owned by such

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