<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex10-2.txt
<DESCRIPTION>EX-10.2
<TEXT>
                                                                    EXHIBIT 10.2


                          REGISTRATION RIGHTS AGREEMENT

         This  Registration  Rights  Agreement  (this  "AGREEMENT")  is made and
entered  into as of February 28, 2007 among MPLC,  Inc., a Delaware  corporation
(the  "COMPANY"),  and  the  several  purchasers  signatory  hereto  (each  such
purchaser is a "PURCHASER" and collectively, the "PURCHASERS").

         This Agreement is made pursuant to the Securities  Purchase  Agreement,
dated as of the  date  hereof  between  the  Company  and  each  Purchaser  (the
"PURCHASE AGREEMENT").

         The Company and each Purchaser hereby agrees 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:

                  "ADVICE" shall have the meaning set forth in Section 6(d).

                  "EFFECTIVENESS  PERIOD"  shall have the  meaning  set forth in
         Section 2(a).

                  "EVENT" shall have the meaning set forth in Section 2(b).

                  "EVENT DATE" shall have the meaning set forth in Section 2(b).

                  "FILING   DATE"  means,   (i)  with  respect  to  the  initial
         Registration  Statement  required  hereunder,  the  75th  calendar  day
         following  the date  hereof,  (ii)  with  respect  to any  Registration
         Statement  required  by Section  2(d)  hereof,  as soon as  practicable
         following  the filing of the initial  Registration  Statement  required
         hereunder and in compliance with the Commission's rules and regulations
         and (iii) with respect to any additional  Registration Statements which
         may be  required  pursuant  to  Section  3(c),  the 30th  calendar  day
         following  the date on which the Company  first  knows,  or  reasonably
         should  have  known  that such  additional  Registration  Statement  is
         required hereunder.

                  "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).

                  "LOSSES" shall have the meaning set forth in Section 5(a).

                  "PLAN OF  DISTRIBUTION"  shall have the  meaning  set forth in
         Section 2(a).


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<PAGE>


                   "PROSPECTUS" means the prospectus  included in a 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 a  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, as of the date in question,
         (i) all of the shares of Common Stock issuable upon  conversion in full
         of the shares of  Preferred  Stock and upon  conversion  in full of the
         shares of any other series of preferred stock of the Company (including
         the Series B and Series C Convertible  Preferred  Stock of the Company)
         owned by a Purchaser as of the date of this  Agreement or acquired by a
         Purchaser  prior to the filing of the  initial  Registration  Statement
         hereunder,  (ii) any additional  shares issuable in connection with any
         anti-dilution  provisions associated with the Preferred Stock and other
         shares listed in (i) above (in each case,  without giving effect to any
         limitations on conversion set forth in the  Certificate of Designation)
         and  (iii) any  securities  issued or  issuable  upon any stock  split,
         dividend or other distribution,  recapitalization or similar event with
         respect to the  foregoing,  in each case not  previously  included in a
         Registration  Statement,  provided that a Holder's security shall cease
         to be  Registrable  Securities  upon  the  earliest  to  occur  of  the
         following:  (A) sale pursuant to a  Registration  Statement or Rule 144
         under the Securities Act (in which case,  only such security sold shall
         cease to be a  Registrable  Security);  or (B) such  security  becoming
         eligible for sale by the Holder pursuant to Rule 144(k).

                   "REGISTRATION  STATEMENT" means the  registration  statements
         required  to  be  filed   hereunder,   including  (in  each  case)  the
         Prospectus,  amendments and supplements to such 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 such 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 effect as such
         Rule.

                  "RULE  424"  means  Rule  424  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 effect as such
         Rule.

                  "SELLING SHAREHOLDER QUESTIONNAIRE" shall have the meaning set
         forth in Section 3(a).

         2.       SHELF REGISTRATION


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<PAGE>


         (a)      On or prior to each Filing Date, the Company shall prepare and
                  file with the Commission a Registration Statement covering the
                  resale of all of the  Registrable  Securities  on such  Filing
                  Date for an offering to be made on a continuous basis pursuant
                  to Rule 415. The  Registration  Statement shall be on Form S-3
                  (except if the Company is not then  eligible  to register  for
                  resale the  Registrable  Securities on Form S-3, in which case
                  such  registration  shall be on  another  appropriate  form in
                  accordance  herewith)  and  shall  contain  (unless  otherwise
                  directed  by at  least  an 85%  majority  in  interest  of the
                  Holders)  substantially  the "PLAN OF  DISTRIBUTION"  attached
                  hereto as ANNEX A. Subject to the terms of this Agreement, the
                  Company  shall use its best  efforts  to cause a  Registration
                  Statement to be declared effective under the Securities Act as
                  promptly  as possible  after the filing  thereof and shall use
                  its  best   efforts  to  keep  such   Registration   Statement
                  continuously  effective  under  the  Securities  Act until all
                  Registrable  Securities covered by such Registration Statement
                  have  been  sold,  or may be  sold by  non-affiliates  without
                  volume restrictions  pursuant to Rule 144(k), as determined by
                  the  counsel  to the  Company  pursuant  to a written  opinion
                  letter  to  such  effect,  addressed  and  acceptable  to  the
                  Company's   transfer  agent  and  the  affected  Holders  (the
                  "EFFECTIVENESS  PERIOD").  The  Company  shall  telephonically
                  request  effectiveness of a Registration  Statement as of 5:00
                  p.m. New York City time on a Trading  Day.  The Company  shall
                  immediately   notify  the   Holders  via   facsimile   of  the
                  effectiveness of a Registration  Statement on the same Trading
                  Day that the  Company  telephonically  confirms  effectiveness
                  with the  Commission,  which shall be the date  requested  for
                  effectiveness of a Registration Statement.  The Company shall,
                  by 9:30 a.m.  New York City time on the  Trading Day after the
                  Effective Date (as defined in the Purchase Agreement),  file a
                  final  Prospectus with the Commission as required by Rule 424.
                  Failure to so notify the Holder  within 1 Trading  Day of such
                  notification  of  effectiveness  or  failure  to  file a final
                  Prospectus as foresaid  shall be deemed an Event under Section
                  2(b).

         (b)      If: (i) a  Registration  Statement is not filed on or prior to
                  its Filing Date (if the Company files a Registration Statement
                  without  affording the Holders the  opportunity  to review and
                  comment on the same as required by Section  3(a),  the Company
                  shall be deemed to have not  satisfied  this clause  (i)),  or
                  (ii) the Company  fails to file with the  Commission a request
                  for acceleration in accordance with Rule 461 promulgated under
                  the Securities  Act, within five Trading Days of the date that
                  the Company is notified  (orally or in writing,  whichever  is
                  earlier) by the Commission that a Registration  Statement will
                  not be "reviewed," or not subject to further review,  or (iii)
                  the  Company  fails  to  file a  pre-effective  amendment  and
                  otherwise   respond  in  writing  to  comments   made  by  the
                  Commission in respect of such Registration Statement within 30
                  calendar  days after the receipt of comments by or notice from
                  the Commission  that such amendment is required in order for a
                  Registration  Statement  to be  declared  effective,  or  (iv)
                  during the  Effectiveness  Period,  a  Registration  Statement
                  ceases for any reason to remain  continuously  effective as to
                  all  Registrable  Securities,  for which it is  required to be
                  effective,  or the  Holders are  otherwise  not  permitted  to
                  utilize  the  Prospectus  therein to resell  such  Registrable
                  Securities for more than 30  consecutive  Trading Days or more
                  than an  aggregate  of 60 Trading  Days  during  any  12-month
                  period (which need not be consecutive  Trading Days) (any such
                  failure or breach  being  referred to as an  "EVENT",  and for
                  purposes of clause (i) the date on which such Event occurs, or
                  for purposes of


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<PAGE>


                  clause (ii) the date on which such five  Trading Day period is
                  exceeded,  or for  purposes of clause  (iii) the date on which
                  such 20 calendar  day period is  exceeded,  or for purposes of
                  clause  (iv)  the  date on  which  such 30 or 60  Trading  Day
                  period, as applicable, is exceeded being referred to as "EVENT
                  DATE"),  then, in addition to any other rights the Holders may
                  have  hereunder  or under  applicable  law, on each such Event
                  Date and on each monthly  anniversary  of each such Event Date
                  (if the  applicable  Event  shall not have been  cured by such
                  date) until the applicable  Event is cured,  the Company shall
                  pay to each  Holder an amount in cash,  as partial  liquidated
                  damages and not as a penalty,  equal to 1.0% of the  aggregate
                  purchase  price paid by such Holder  pursuant to the  Purchase
                  Agreement  for any  Registrable  Securities  then held by such
                  Holder  (calculated as if all convertible  securities had been
                  fully  converted.) The parties agree that (1) the Company will
                  not be liable for liquidated damages under this Agreement with
                  respect to any  Warrants  or Warrant  Shares,  (2) in no event
                  will the Company be liable for  liquidated  damages under this
                  Agreement  in  excess  of 1.0% of the  aggregate  Subscription
                  Amount of the Holders in any 30-day period and (3) the maximum
                  aggregate  liquidated  damages  payable to a Holder under this
                  Agreement  shall be  twelve  percent  (12%)  of the  aggregate
                  Subscription  Amount  paid  by  such  Holder  pursuant  to the
                  Purchase Agreement. The partial liquidated damages pursuant to
                  the terms hereof shall apply on a daily pro-rata basis for any
                  portion  of a month  prior to the cure of an Event,  except in
                  the case of the first Event Date.

         (c)      Each Holder  agrees to furnish to the Company a completed  and
                  executed Selling Shareholder Questionnaire.  The Company shall
                  not be  required to include the  Registrable  Securities  of a
                  Holder in a  Registration  Statement and shall not be required
                  to pay any  liquidated  or other damages under Section 2(b) to
                  any  Holder  who  fails  to  furnish  to the  Company  a fully
                  completed and executed  Selling  Shareholder  Questionnaire at
                  least two Trading Days prior to the Filing  Deadline  (subject
                  to the requirements set forth in Section 3(a)).

         (d)      Notwithstanding anything in this Agreement to the contrary, if
                  the  Commission  refuses to declare a  Registration  Statement
                  filed  pursuant  to  this  Agreement   effective  as  a  valid
                  secondary  offering  under  Rule  415  due  to the  number  of
                  Registrable Securities included in such Registration Statement
                  relative to the outstanding  number of shares of Common Stock,
                  then,  without any  obligation to pay any amount under Section
                  2(b) with respect to such excess Registrable  Securities,  (i)
                  the  Company  shall be  permitted  to  reduce  the  number  of
                  Registrable Securities included in such Registration Statement
                  to  an  amount  that  does  not  exceed  an  amount  that  the
                  Commission allows for the offering  thereunder to qualify as a
                  valid secondary  offering under Rule 415, and (ii) the Company
                  shall  file,  as  soon  as   practicable   thereafter  and  in
                  compliance  with the  Commission's  rules and  regulations,  a
                  Registration   Statement  (or  Registration   Statements,   as
                  required  by  the  Commission)  to  register  the  Registrable
                  Securities  excluded from the initial  Registration  Statement
                  filed hereunder, provided that the terms of Sections 2(b), (c)
                  and  (d)  shall  apply  to  such  Registration   Statement  or
                  Registration Statements once filed.

         3.       REGISTRATION PROCEDURES.


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<PAGE>


         In connection with the Company's  registration  obligations  hereunder,
the Company shall:

         (a)      Not less  than 5  Trading  Days  prior to the  filing  of each
                  Registration  Statement  and not less than one 1  Trading  Day
                  prior to the filing of any related Prospectus or any amendment
                  or supplement  thereto  (including  any document that would be
                  incorporated   or  deemed  to  be   incorporated   therein  by
                  reference),  (i)  furnish  to each  Holder  copies of all such
                  documents  proposed to be filed,  which documents  (other than
                  those  incorporated or deemed to be incorporated by reference)
                  will be subject to the review of such Holders,  and (ii) cause
                  its officers and directors,  counsel and independent certified
                  public  accountants  to respond to such  inquiries as shall be
                  necessary,  in the reasonable opinion of respective counsel to
                  each Holder to conduct a reasonable  investigation  within the
                  meaning of the Securities Act.

         (b)      (i)  Prepare  and file with the  Commission  such  amendments,
                  including   post-effective   amendments,   to  a  Registration
                  Statement and the Prospectus  used in connection  therewith as
                  may be necessary to keep a Registration Statement continuously
                  effective as to the applicable  Registrable Securities for the
                  Effectiveness  Period and prepare and file with the Commission
                  such additional  Registration  Statements in order to register
                  for resale  under the  Securities  Act all of the  Registrable
                  Securities; (ii) cause the related Prospectus to be amended or
                  supplemented by any required Prospectus supplement (subject to
                  the  terms  of  this  Agreement),  and as so  supplemented  or
                  amended to be filed  pursuant  to Rule 424;  (iii)  respond as
                  promptly as reasonably  possible to any comments received from
                  the Commission with respect to a Registration Statement or any
                  amendment  thereto  and as  promptly  as  reasonably  possible
                  provide  the  Holders   true  and   complete   copies  of  all
                  correspondence  from  and  to  the  Commission  relating  to a
                  Registration  Statement  (provided that the Company may excise
                  any  information  contained  therein  which  would  constitute
                  material non-public information as to any Holder which has not
                  executed a  confidentiality  agreement with the Company);  and
                  (iv) comply in all material  respects  with the  provisions of
                  the  Securities  Act and the  Exchange Act with respect to the
                  disposition  of  all  Registrable   Securities  covered  by  a
                  Registration   Statement  during  the  applicable   period  in
                  accordance  (subject to the terms of this  Agreement) with the
                  intended  methods of  disposition  by the Holders  thereof set
                  forth in such Registration  Statement as so amended or in such
                  Prospectus as so supplemented.

         (c)      If during the Effectiveness  Period, the number of Registrable
                  Securities at any time exceeds 100% of the number of shares of
                  Common Stock then registered in a Registration Statement, then
                  the Company shall file as soon as reasonably practicable,  but
                  in any case prior to the applicable Filing Date, an additional
                  Registration  Statement  covering the resale by the Holders of
                  not less than the number of such Registrable Securities.

         (d)      Notify the Holders of Registrable Securities to be sold (which
                  notice  shall,  pursuant to clauses (iii) through (vi) hereof,
                  be  accompanied  by an  instruction  to suspend the use of the
                  Prospectus  until the  requisite  changes  have been  made) as
                  promptly as


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<PAGE>


                  reasonably  possible  (and, in the case of (i)(A)  below,  not
                  less  than 1  Trading  Day  prior  to  such  filing)  and  (if
                  requested by any such  Person)  confirm such notice in writing
                  no later than one Trading Day  following the day (i)(A) when a
                  Prospectus  or any  Prospectus  supplement  or  post-effective
                  amendment to a Registration Statement is proposed to be filed;
                  (B) when the  Commission  notifies the Company  whether  there
                  will be a "review" of such Registration Statement and whenever
                  the  Commission  comments  in  writing  on  such  Registration
                  Statement; and (C) with respect to a Registration Statement or
                  any  post-effective   amendment,  when  the  same  has  become
                  effective;  (ii) of any request by the Commission or any other
                  Federal or state  governmental  authority  for  amendments  or
                  supplements to a  Registration  Statement or Prospectus or for
                  additional   information;   (iii)  of  the   issuance  by  the
                  Commission  or  any  other   federal  or  state   governmental
                  authority of any stop order suspending the  effectiveness of a
                  Registration  Statement covering any or all of the Registrable
                  Securities  or the  initiation  of any  Proceedings  for  that
                  purpose;   (iv)  of  the   receipt  by  the   Company  of  any
                  notification   with   respect   to  the   suspension   of  the
                  qualification  or exemption from  qualification  of any of the
                  Registrable  Securities for sale in any  jurisdiction,  or the
                  initiation or  threatening of any Proceeding for such purpose;
                  (v) of the  occurrence  of any event or  passage  of time that
                  makes the  financial  statements  included  in a  Registration
                  Statement  ineligible  for inclusion  therein or any statement
                  made in a Registration Statement or Prospectus or any document
                  incorporated or deemed to be incorporated therein by reference
                  untrue in any material  respect or that requires any revisions
                  to a Registration Statement,  Prospectus or other documents so
                  that,  in  the  case  of  a  Registration   Statement  or  the
                  Prospectus, as the case may be, it will not contain any untrue
                  statement  of a  material  fact or omit to state any  material
                  fact  required to be stated  therein or  necessary to make the
                  statements  therein, in light of the circumstances under which
                  they were made,  not  misleading;  and (vi) the  occurrence or
                  existence of any pending corporate development with respect to
                  the Company  that the  Company  believes  may be material  and
                  that, in the determination of the Company, makes it not in the
                  best interest of the Company to allow  continued  availability
                  of a Registration  Statement or Prospectus;  provided that any
                  and all of such information shall remain  confidential to each
                  Holder until such information otherwise becomes public, unless
                  disclosure by a Holder is required by law; PROVIDED,  --------
                  further,  notwithstanding each Holder's agreement to keep such
                  information confidential,  the Holders make no acknowledgement
                  that any such information is material, non-public information.

         (e)      Use its best  efforts to avoid the issuance of, or, if issued,
                  obtain  the  withdrawal  of  (i)  any  order   suspending  the
                  effectiveness  of  a  Registration   Statement,  or  (ii)  any
                  suspension   of   the   qualification   (or   exemption   from
                  qualification)  of any of the Registrable  Securities for sale
                  in any jurisdiction, at the earliest practicable moment.

         (f)      If  requested  by a Holder,  furnish to such  Holder,  without
                  charge,  at least one conformed copy of each such Registration
                  Statement  and each  amendment  thereto,  including  financial
                  statements and schedules, all documents incorporated or deemed
                  to  be  incorporated   therein  by  reference  to  the  extent
                  requested  by such  Person,  and all  exhibits  to the  extent
                  requested by such Person (including those previously furnished
                  or  incorporated  by reference)  promptly  after the filing of
                  such documents with the


                                       6
<PAGE>


                  Commission;   provided,   that  the  Company   shall  have  no
                  obligation  to provide  any  document  pursuant to this clause
                  that is available on the Commission's website.

         (g)      Subject to the terms of this  Agreement,  the  Company  hereby
                  consents to the use of such  Prospectus  and each amendment or
                  supplement   thereto  by  each  of  the  selling   Holders  in
                  connection  with  the  offering  and  sale of the  Registrable
                  Securities  covered by such  Prospectus  and any  amendment or
                  supplement  thereto,  except  after the  giving of any  notice
                  pursuant to Section 3(d).

         (h)      [Reserved].

         (i)      Prior to any resale of Registrable Securities by a Holder, use
                  its commercially  reasonable efforts to register or qualify or
                  cooperate  with the  selling  Holders in  connection  with the
                  registration   or   qualification   (or  exemption   from  the
                  Registration or qualification) of such Registrable  Securities
                  for the resale by the Holder under the  securities or Blue Sky
                  laws of such  jurisdictions  within the  United  States as any
                  Holder   reasonably   requests  in   writing,   to  keep  each
                  registration  or   qualification   (or  exemption   therefrom)
                  effective  during the  Effectiveness  Period and to do any and
                  all other acts or things  reasonably  necessary  to enable the
                  disposition   in  such   jurisdictions   of  the   Registrable
                  Securities covered by each Registration  Statement;  provided,
                  that the Company shall not be required to qualify generally to
                  do  business  in any  jurisdiction  where  it is not  then  so
                  qualified, subject the Company to any material tax in any such
                  jurisdiction where it is not then so subject or file a general
                  consent to service of process in any such jurisdiction.

         (j)      If  requested by the  Holders,  cooperate  with the Holders to
                  facilitate the timely preparation and delivery of certificates
                  representing  Registrable  Securities  to  be  delivered  to a
                  transferee  pursuant  to  a  Registration   Statement,   which
                  certificates  shall be free,  to the extent  permitted  by the
                  Purchase Agreement,  of all restrictive legends, and to enable
                  such Registrable  Securities to be in such  denominations  and
                  registered in such names as any such Holders may request.

         (k)      Upon the occurrence of any event  contemplated by this Section
                  3, as promptly as reasonably  possible under the circumstances
                  taking into account the Company's good faith assessment of any
                  adverse  consequences  to the Company and its  stockholders of
                  the premature  disclosure of such event,  prepare a supplement
                  or  amendment,  including  a  post-effective  amendment,  to a
                  Registration   Statement  or  a  supplement   to  the  related
                  Prospectus  or  any  document  incorporated  or  deemed  to be
                  incorporated therein by reference, and file any other required
                  document  so  that,   as  thereafter   delivered,   neither  a
                  Registration  Statement  nor such  Prospectus  will contain an
                  untrue  statement  of a  material  fact  or  omit  to  state a
                  material  fact  required to be stated  therein or necessary to
                  make the  statements  therein,  in light of the  circumstances
                  under  which they were made,  not  misleading.  If the Company
                  notifies the Holders in accordance  with clauses (iii) through
                  (vi)  of  Section  3(d)  above  to  suspend  the  use  of  any
                  Prospectus until the requisite changes to such Prospectus have
                  been  made,  then  the  Holders  shall  suspend  use  of  such
                  Prospectus. The Company will use its best efforts to


                                       7
<PAGE>


                  ensure  that  the  use of the  Prospectus  may be  resumed  as
                  promptly as is  practicable.  The Company shall be entitled to
                  exercise  its right  under this  Section  3(k) to suspend  the
                  availability  of  a  Registration  Statement  and  Prospectus,
                  subject to the payment of partial  liquidated damages pursuant
                  to Section  2(b),  for a period not to exceed 60 calendar days
                  (which need not be consecutive days) in any 12 month period.

         (l)      Comply  with  all  applicable  rules  and  regulations  of the
                  Commission.

         (m)      The Company may require each selling  Holder to furnish to the
                  Company a  certified  statement  as to the number of shares of
                  Common  Stock  beneficially  owned  by  such  Holder  and,  if
                  required by the  Commission,  the natural persons thereof that
                  have voting and  dispositive  control over the Shares.  During
                  any periods that the Company is unable to meet its obligations
                  hereunder with respect to the  registration of the Registrable
                  Securities  solely  because any Holder  fails to furnish  such
                  information   within  three  Trading  Days  of  the  Company's
                  request, any liquidated damages that are accruing at such time
                  as to such  Holder only shall be tolled and any Event that may
                  otherwise   occur  solely  because  of  such  delay  shall  be
                  suspended as to such Holder only,  until such  information  is
                  delivered to the Company.

         4.       REGISTRATION  EXPENSES.  All fees and expenses incident to the
performance  of or compliance  with this Agreement by the Company shall be borne
by the Company whether or not any Registrable  Securities are sold pursuant to a
Registration  Statement.  The fees and  expenses  referred  to in the  foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including,  without limitation,  fees and expenses) (A) with respect to filings
required  to be made with any Trading  Market on which the Common  Stock is then
listed for trading,  and (B) in compliance with applicable  state  securities or
Blue Sky laws reasonably agreed to by the Company in writing (including, without
limitation, fees and disbursements of counsel for the Company in connection with
Blue Sky  qualifications  or exemptions of the  Registrable  Securities) and (C)
with respect to any filing that may be required to be made by any broker through
which a  Holder  intends  to make  sales of  Registrable  Securities  with  NASD
Regulation,  Inc.  pursuant to the NASD Rule 2710 (not to exceed $10,000),  (ii)
printing  expenses   (including,   without  limitation,   expenses  of  printing
certificates  for  Registrable  Securities and of printing  prospectuses  if the
printing of prospectuses is reasonably requested by the holders of a majority of
the  Registrable  Securities  included  in  a  Registration  Statement),   (iii)
messenger,  telephone  and delivery  expenses,  (iv) fees and  disbursements  of
counsel for the Company, (v) Securities Act liability insurance,  if the Company
so desires  such  insurance,  and (vi) fees and  expenses  of all other  Persons
retained by the Company in connection with the  consummation of the transactions
contemplated  by this Agreement.  In addition,  the Company shall be responsible
for all of its internal expenses incurred in connection with the consummation of
the transactions contemplated by this Agreement (including,  without limitation,
all salaries and expenses of its  officers  and  employees  performing  legal or
accounting  duties),  the expense of any annual  audit and the fees and expenses
incurred in  connection  with the listing of the  Registrable  Securities on any
securities  exchange  as  required  hereunder.  In no event shall the Company be
responsible  for any broker or similar  commissions  of any Holder or, except to
the extent  provided for in the Transaction  Documents,  any legal fees or other
costs of the Holders.


                                       8
<PAGE>


         5.       INDEMNIFICATION.

         (a)      INDEMNIFICATION   BY   THE   COMPANY.   The   Company   shall,
                  notwithstanding  any termination of this Agreement,  indemnify
                  and  hold  harmless  each  Holder,  the  officers,  directors,
                  members,  partners,  agents,  brokers  (including  brokers who
                  offer and sell Registrable Securities as principal as a result
                  of a pledge or any  failure to perform  under a margin call of
                  Common  Stock),  investment  advisors and  employees  (and any
                  other Persons with a functionally  equivalent role of a Person
                  holding such titles,  notwithstanding  a lack of such title or
                  any other title) of each of them, each Person who controls any
                  such  Holder   (within  the  meaning  of  Section  15  of  the
                  Securities  Act or  Section  20 of the  Exchange  Act) and the
                  officers, directors, members,  shareholders,  partners, agents
                  and  employees  (and any  other  Persons  with a  functionally
                  equivalent   role   of   a   Person   holding   such   titles,
                  notwithstanding  a lack of such  title or any other  title) of
                  each such controlling  Person, to the fullest extent permitted
                  by  applicable  law,  from  and  against  any and all  losses,
                  claims,  damages,  liabilities,   costs  (including,   without
                  limitation,   reasonable   attorneys'   fees)   and   expenses
                  (collectively,  "LOSSES"),  as  incurred,  arising  out  of or
                  relating to (1) any untrue or alleged  untrue  statement  of a
                  material  fact  contained  in a  Registration  Statement,  any
                  Prospectus  or any form of  prospectus  or in any amendment or
                  supplement  thereto  or  in  any  preliminary  prospectus,  or
                  arising out of or relating to any omission or alleged omission
                  of a material fact required to be stated  therein or necessary
                  to make the statements  therein (in the case of any Prospectus
                  or form of prospectus or supplement  thereto,  in light of the
                  circumstances  under which they were made) not misleading,  or
                  (2) any  violation or alleged  violation by the Company of the
                  Securities Act,  Exchange Act or any state  securities law, or
                  any rule or  regulation  thereunder,  in  connection  with the
                  performance of its obligations under this Agreement, except to
                  the  extent,  but only to the  extent,  that  (i) such  untrue
                  statements  or  omissions  are based  solely upon  information
                  regarding  such Holder  furnished in writing to the Company by
                  such Holder  expressly for use therein,  or to the extent that
                  such  information  relates  to such  Holder  or such  Holder's
                  proposed method of distribution of Registrable  Securities and
                  was reviewed and expressly  approved in writing by such Holder
                  expressly for use in a Registration Statement, such Prospectus
                  or such form of  Prospectus  or in any amendment or supplement
                  thereto  (it being  understood  that the Holder  has  approved
                  Annex A  hereto  for this  purpose)  or (ii) in the case of an
                  occurrence  of an  event  of the  type  specified  in  Section
                  3(d)(iii)-(vi),  the  use by such  Holder  of an  outdated  or
                  defective  Prospectus  after the  Company  has  notified  such
                  Holder in writing that the Prospectus is outdated or defective
                  and  prior  to the  receipt  by  such  Holder  of  the  Advice
                  contemplated  in Section  6(d).  The Company  shall notify the
                  Holders  promptly of the  institution,  threat or assertion of
                  any  Proceeding   arising  from  or  in  connection  with  the
                  transactions  contemplated  by this  Agreement  of  which  the
                  Company is aware.

         (b)      INDEMNIFICATION BY HOLDERS.  Each Holder shall,  severally and
                  not jointly,  indemnify  and hold  harmless  the Company,  its
                  directors,  officers,  agents and  employees,  each Person who
                  controls the Company  (within the meaning of Section 15 of the
                  Securities  Act and Section 20 of the Exchange  Act),  and the
                  directors,  officers,  agents or employees of such controlling
                  Persons,  to the fullest extent  permitted by applicable  law,
                  from and  against  all  Losses,  as  incurred,  to the  extent
                  arising out of or based solely upon:


                                       9
<PAGE>


                  (x) such  Holder's  failure  to  comply  with  the  prospectus
                  delivery  requirements of the Securities Act or (y) any untrue
                  or alleged  untrue  statement of a material fact  contained in
                  any  Registration  Statement,  any Prospectus,  or any form of
                  prospectus,  or in any amendment or  supplement  thereto or in
                  any preliminary  prospectus,  or arising out of or relating to
                  any omission or alleged  omission of a material  fact required
                  to be  stated  therein  or  necessary  to make the  statements
                  therein  not  misleading  (i) to the  extent,  but only to the
                  extent, that such untrue statement or omission is contained in
                  any  information so furnished in writing by such Holder to the
                  Company   specifically  for  inclusion  in  such  Registration
                  Statement or such  Prospectus  or (ii) to the extent that such
                  information  relates  to  such  Holder's  proposed  method  of
                  distribution  of  Registrable  Securities and was reviewed and
                  expressly approved in writing by such Holder expressly for use
                  in a  Registration  Statement  (it being  understood  that the
                  Holder has  approved  Annex A hereto for this  purpose),  such
                  Prospectus  or such form of  Prospectus or in any amendment or
                  supplement  thereto or (z) in the case of an  occurrence of an
                  event of the type specified in Section 3(d)(iii)-(vi), the use
                  by such Holder of an outdated or  defective  Prospectus  after
                  the  Company  has  notified  such  Holder in writing  that the
                  Prospectus  is outdated or defective  and prior to the receipt
                  by such Holder of the Advice  contemplated in Section 6(d). In
                  no event shall the liability of any selling  Holder  hereunder
                  be  greater  in  amount  than  the  dollar  amount  of the net
                  proceeds  received  by  such  Holder  upon  the  sale  of  the
                  Registrable  Securities  giving  rise to such  indemnification
                  obligation.

         (c)      CONDUCT  OF  INDEMNIFICATION  PROCEEDINGS.  If any  Proceeding
                  shall be brought or asserted  against  any Person  entitled to
                  indemnity hereunder (an "INDEMNIFIED PARTY"), such Indemnified
                  Party shall promptly  notify the Person from whom indemnity is
                  sought  (the  "INDEMNIFYING   PARTY")  in  writing,   and  the
                  Indemnifying  Party shall have the right to assume the defense
                  thereof,   including  the  employment  of  counsel  reasonably
                  satisfactory to the  Indemnified  Party and the payment of all
                  fees and expenses incurred in connection with defense thereof;
                  provided,  that the failure of any  Indemnified  Party to give
                  such notice  shall not relieve the  Indemnifying  Party of its
                  obligations or liabilities pursuant to this Agreement,  except
                  (and only) to the extent  that it shall be finally  determined
                  by a court of competent  jurisdiction (which  determination is
                  not  subject to appeal or further  review)  that such  failure
                  shall have prejudiced the Indemnifying Party.

                  An Indemnified  Party shall have the right to employ  separate
         counsel  in any  such  Proceeding  and to  participate  in the  defense
         thereof,  but the fees and  expenses  of such  counsel  shall be at the
         expense  of  such  Indemnified   Party  or  Parties  unless:   (1)  the
         Indemnifying Party has agreed in writing to pay such fees and expenses;
         (2) the  Indemnifying  Party shall have  failed  promptly to assume the
         defense  of  such   Proceeding   and  to  employ   counsel   reasonably
         satisfactory to such Indemnified  Party in any such Proceeding;  or (3)
         the named  parties  to any such  Proceeding  (including  any  impleaded
         parties)  include  both such  Indemnified  Party  and the  Indemnifying
         Party, and counsel to the Indemnified  Party shall  reasonably  believe
         that a material  conflict  of  interest  is likely to exist if the same
         counsel were to represent such  Indemnified  Party and the Indemnifying
         Party  (in  which  case,  if  such   Indemnified   Party  notifies  the
         Indemnifying Party in writing that it elects to employ separate counsel
         at the expense of the Indemnifying  Party, the Indemnifying Party shall
         not have the right to assume the defense


                                       10
<PAGE>


         thereof  and the  reasonable  fees  and  expenses  of no more  than one
         separate  counsel shall be at the expense of the  Indemnifying  Party).
         The  Indemnifying  Party shall not be liable for any  settlement of any
         such Proceeding  effected  without its written  consent,  which consent
         shall not be unreasonably  withheld or delayed.  No Indemnifying  Party
         shall,  without the prior  written  consent of the  Indemnified  Party,
         effect any settlement of any pending Proceeding in respect of which any
         Indemnified  Party is a  party,  unless  such  settlement  includes  an
         unconditional  release of such Indemnified  Party from all liability on
         claims that are the subject matter of such Proceeding.

                  Subject to the terms of this  Agreement,  all reasonable  fees
         and expenses of the Indemnified  Party  (including  reasonable fees and
         expenses to the extent  incurred in connection  with  investigating  or
         preparing to defend such Proceeding in a manner not  inconsistent  with
         this  Section)  shall be paid to the  Indemnified  Party,  as incurred,
         within ten Trading Days of written notice  thereof to the  Indemnifying
         Party;  provided,  that the Indemnified Party shall promptly  reimburse
         the  Indemnifying  Party for that  portion  of such  fees and  expenses
         applicable  to  such  actions  for  which  such  Indemnified  Party  is
         judicially determined to be not entitled to indemnification hereunder.

         (d)      CONTRIBUTION.  If the  indemnification  under  Section 5(a) or
                  5(b) is unavailable to an Indemnified Party or insufficient to
                  hold an Indemnified  Party harmless for any Losses,  then each
                  Indemnifying  Party  shall  contribute  to the amount  paid or
                  payable by such  Indemnified  Party,  in such proportion as is
                  appropriate to reflect the relative fault of the  Indemnifying
                  Party and  Indemnified  Party in connection  with the actions,
                  statements  or omissions  that resulted in such Losses as well
                  as any other relevant equitable  considerations.  The relative
                  fault of such  Indemnifying  Party and Indemnified Party shall
                  be determined by reference to, among other things, whether any
                  action in  question,  including  any untrue or alleged  untrue
                  statement of a material  fact or omission or alleged  omission
                  of a material  fact,  has been taken or made by, or relates to
                  information   supplied   by,   such   Indemnifying   Party  or
                  Indemnified   Party,   and  the  parties'   relative   intent,
                  knowledge, access to information and opportunity to correct or
                  prevent such action, statement or omission. The amount paid or
                  payable by a party as a result of any  Losses  shall be deemed
                  to  include,  subject  to the  limitations  set  forth in this
                  Agreement, any reasonable attorneys' or other fees or expenses
                  incurred by such party in  connection  with any  Proceeding to
                  the extent  such party  would have been  indemnified  for such
                  fees or expenses if the  indemnification  provided for in this
                  Section was  available  to such party in  accordance  with its
                  terms.

                  The  parties  hereto  agree  that it  would  not be  just  and
         equitable if contribution pursuant to this Section 5(d) were determined
         by pro rata  allocation or by any other method of allocation  that does
         not take into account the equitable  considerations  referred to in the
         immediately preceding paragraph. Notwithstanding the provisions of this
         Section  5(d),  no  Holder  shall be  required  to  contribute,  in the
         aggregate, any amount in excess of the amount by which the net proceeds
         actually  received  by such  Holder  from the  sale of the  Registrable
         Securities  subject to the Proceeding exceeds the amount of any damages
         that such Holder has  otherwise  been required to pay by reason of such
         untrue or alleged untrue statement or omission or alleged omission.


                                       11
<PAGE>


                  The indemnity and  contribution  agreements  contained in this
         Section are in addition to any liability that the Indemnifying  Parties
         may have to the Indemnified Parties.

         6.       MISCELLANEOUS.

         (a)      REMEDIES.  In the  event of a breach  by the  Company  or by a
                  Holder,  of any of their  respective  obligations  under  this
                  Agreement,  each Holder or the Company, as the case may be, in
                  addition to being  entitled to exercise all rights  granted by
                  law and under this Agreement,  including  recovery of damages,
                  will be entitled to specific  performance  of its rights under
                  this  Agreement.  The  Company  and  each  Holder  agree  that
                  monetary damages would not provide  adequate  compensation for
                  any losses  incurred by reason of a breach by it of any of the
                  provisions of this  Agreement and hereby  further agrees that,
                  in the event of any action for specific performance in respect
                  of such breach, it shall not assert or shall waive the defense
                  that a remedy at law would be adequate.

         (b)      NO PIGGYBACK ON REGISTRATIONS. Except as set forth on SCHEDULE
                  6(B)  attached  hereto,  neither  the  Company  nor any of its
                  security  holders  (other  than the  Holders in such  capacity
                  pursuant hereto) may include  securities of the Company in the
                  initial  Registration  Statement  other  than the  Registrable
                  Securities.  The Company shall not file any other registration
                  statements until the initial  Registration  Statement required
                  hereunder is declared  effective by the  Commission,  provided
                  that this  Section  6(b) shall not  prohibit  the Company from
                  filing amendments to registration statements already filed.

         (c)      COMPLIANCE.  Each  Holder  covenants  and agrees  that it will
                  comply  with  the  prospectus  delivery  requirements  of  the
                  Securities Act as applicable to it in connection with sales of
                  Registrable Securities pursuant to a Registration Statement.

         (d)      DISCONTINUED  DISPOSITION.  The Company  acknowledges that the
                  Registrable   Securities   are  not  subject  to  any  lock-up
                  agreement  in  favor  of  the  Company.   Notwithstanding  the
                  foregoing,   each  Holder   agrees  by  its   acquisition   of
                  Registrable Securities that, upon receipt of a notice from the
                  Company of the  occurrence of any event of the kind  described
                  in Section  3(d)(iii) through (vi), such Holder will forthwith
                  discontinue disposition of such Registrable Securities under a
                  Registration  Statement  until it is advised  in writing  (the
                  "ADVICE")  by the  Company  that  the  use  of the  applicable
                  Prospectus (as it may have been  supplemented  or amended) may
                  be resumed.  The Company  will use its best  efforts to ensure
                  that the use of the  Prospectus  may be resumed as promptly as
                  it practicable.  The Company agrees and acknowledges  that any
                  periods during which the Holder is required to discontinue the
                  disposition of the Registrable  Securities  hereunder shall be
                  subject to the provisions of Section 2(b).

         (e)      PIGGY-BACK   REGISTRATIONS.   If  at  any  time   during   the
                  Effectiveness  Period there is not an  effective  Registration
                  Statement  covering all of the Registrable  Securities and the
                  Company   shall   determine  to  prepare  and  file  with  the
                  Commission a registration


                                       12
<PAGE>


                  statement  relating to an offering  for its own account or the
                  account  of  others  under  the  Securities  Act of any of its
                  equity securities, other than on Form S-4 or Form S-8 (each as
                  promulgated   under  the   Securities   Act)  or  their   then
                  equivalents  relating to equity securities to be issued solely
                  in connection  with any  acquisition of any entity or business
                  or equity  securities  issuable in  connection  with the stock
                  option or other employee benefit plans, then the Company shall
                  send to each  Holder a written  notice  of such  determination
                  and, if within fifteen days after the date of such notice, any
                  such  Holder  shall so request in writing,  the Company  shall
                  include in such registration statement all or any part of such
                  Registrable  Securities  such Holder requests to be registered
                  subject to customary  underwriter  cutbacks  applicable to all
                  holders of registration rights on a pro rata basis;  PROVIDED,
                  that  if at  any  time  after  giving  written  notice  of its
                  intention  to  register  any   securities  and  prior  to  the
                  effective  date  of  the   registration   statement  filed  in
                  connection with such registration, the Company shall determine
                  for any reason not to  register  or to delay  registration  of
                  such  securities,  the  Company  may,  at its  election,  give
                  written  notice  of such  determination  to such  Holder  and,
                  thereupon, (i) in the case of a determination not to register,
                  shall  be  relieved  of  its   obligation   to  register   any
                  Registrable  Securities  pursuant  to  this  Section  6(e)  in
                  connection with such registration (but not from its obligation
                  to pay expenses in accordance with Section 4 hereof), and (ii)
                  in the case of a determination to delay registering,  shall be
                  permitted  to delay  registering  any  Registrable  Securities
                  being  registered  pursuant to this  Section 6(e) for the same
                  period as the delay in registering such other securities.  The
                  provisions  of Section 2(b) shall not apply to a  Registration
                  Statement filed pursuant to this Section 6(e).

         (f)      AMENDMENTS  AND WAIVERS.  The  provisions  of this  Agreement,
                  including the provisions of this sentence, may not be amended,
                  modified   or   supplemented,   and  waivers  or  consents  to
                  departures from the provisions hereof may not be given, unless
                  the same shall be in writing and signed by the Company and the
                  Holders  of a  majority  of the then  outstanding  Registrable
                  Securities.  If a Registration Statement does not register all
                  of  the  Registrable   Securities  pursuant  to  a  waiver  or
                  amendment done in compliance with the previous sentence,  then
                  the number of Registrable Securities to be registered for each
                  Holder  shall be reduced  pro rata among all  Holders and each
                  Holder  shall  have  the  right  to  designate  which  of  its
                  Registrable Securities shall be omitted from such Registration
                  Statement.  Notwithstanding the foregoing, a waiver or consent
                  to depart from the provisions  hereof with respect to a matter
                  that  relates  exclusively  to the rights of Holders  and that
                  does not  directly  or  indirectly  affect the rights of other
                  Holders  may be given  by  Holders  of all of the  Registrable
                  Securities to which such waiver or consent relates;  PROVIDED,
                  HOWEVER,  that  the  provisions  of this  sentence  may not be
                  amended,  modified,  or supplemented except in accordance with
                  the provisions of the immediately preceding sentence.

         (g)      NOTICES.  Any and  all  notices  or  other  communications  or
                  deliveries  required or  permitted  to be  provided  hereunder
                  shall be delivered as set forth in the Purchase Agreement.

         (h)      SUCCESSORS  AND  ASSIGNS.  This  Agreement  shall inure to the
                  benefit of and be binding upon the  successors  and  permitted
                  assigns of each of the  parties and shall


                                       13
<PAGE>


                  inure to the  benefit  of each  Holder.  The  Company  may not
                  assign (except by merger) its rights or obligations  hereunder
                  without the prior written consent of all of the Holders of the
                  then-outstanding   Registrable  Securities.  Each  Holder  may
                  assign their respective  rights hereunder in the manner and to
                  the Persons as permitted under the Purchase Agreement.

         (i)      NO INCONSISTENT  AGREEMENTS.  Except for the agreements listed
                  on  SCHEDULE  6(B),   neither  the  Company  nor  any  of  its
                  Subsidiaries has entered, as of the date hereof, nor shall the
                  Company  or any of its  Subsidiaries,  on or after the date of
                  this  Agreement,  enter into any agreement with respect to its
                  securities, that would have the effect of impairing the rights
                  granted  to  the  Holders  in  this   Agreement  or  otherwise
                  conflicts   with  the  provisions   hereof.   Except  for  the
                  securities and agreements listed on SCHEDULE 6(B), neither the
                  Company nor any of its  subsidiaries  has  previously  entered
                  into any  agreement  granting  any  registration  rights  with
                  respect to any of its  securities  to any Person that have not
                  been satisfied in full.

         (j)      EXECUTION AND COUNTERPARTS.  This Agreement may be executed in
                  two or more  counterparts,  all of which when  taken  together
                  shall be  considered  one and the  same  agreement  and  shall
                  become  effective when  counterparts  have been signed by each
                  party and  delivered to the other party,  it being  understood
                  that both parties need not sign the same  counterpart.  In the
                  event  that  any   signature   is   delivered   by   facsimile
                  transmission  or by e-mail  delivery  of a ".pdf"  format data
                  file,   such  signature  shall  create  a  valid  and  binding
                  obligation  of the party  executing  (or on whose  behalf such
                  signature  is  executed)  with the same force and effect as if
                  such  facsimile  or ".pdf"  signature  page  were an  original
                  thereof.

         (k)      GOVERNING  LAW. All  questions  concerning  the  construction,
                  validity,  enforcement  and  interpretation  of this Agreement
                  shall be determined in accordance  with the  provisions of the
                  Purchase Agreement.

         (l)      CUMULATIVE   REMEDIES.   The  remedies   provided  herein  are
                  cumulative and not exclusive of any other remedies provided by
                  law.

         (m)      SEVERABILITY.  If any term, provision, covenant or restriction
                  of this Agreement is held by a court of competent jurisdiction
                  to be invalid,  illegal, void or unenforceable,  the remainder
                  of the terms, provisions, covenants and restrictions set forth
                  herein  shall  remain in full force and effect and shall in no
                  way be  affected,  impaired  or  invalidated,  and the parties
                  hereto shall use their commercially reasonable efforts to find
                  and  employ  an  alternative  means  to  achieve  the  same or
                  substantially  the same  result as that  contemplated  by such
                  term,  provision,   covenant  or  restriction.  It  is  hereby
                  stipulated  and  declared to be the  intention  of the parties
                  that they would have executed the remaining terms, provisions,
                  covenants and restrictions  without including any of such that
                  may  be  hereafter   declared   invalid,   illegal,   void  or
                  unenforceable.


                                       14
<PAGE>


         (n)      HEADINGS.  The headings in this Agreement are for  convenience
                  only, do not constitute a part of this Agreement and shall not
                  be deemed to limit or affect any of the provisions hereof.

         (o)      ENTIRE   AGREEMENT.   This   Agreement   contains  the  entire
                  understanding  of the  parties  with  respect  to the  subject
                  matter hereof and  supersedes  all prior  registration  rights
                  agreements,   including  the  registration   rights  agreement
                  entered  into in  connection  with the  sale of the  Company's
                  Series B Convertible  Preferred Stock, and similar  agreements
                  and understandings  between the parties, oral or written, with
                  respect  to  subject   matter   hereof,   which  the   parties
                  acknowledge have been merged into this Agreement.

         (p)      INDEPENDENT  NATURE OF HOLDERS'  OBLIGATIONS  AND RIGHTS.  The
                  obligations of each Holder hereunder are several and not joint
                  with the  obligations  of any other Holder  hereunder,  and no
                  Holder shall be responsible in any way for the  performance of
                  the  obligations  of  any  other  Holder  hereunder.   Nothing
                  contained  herein  or  in  any  other  agreement  or  document
                  delivered  at any  closing,  and no action taken by any Holder
                  pursuant hereto or thereto,  shall be deemed to constitute the
                  Holders as a partnership,  an association,  a joint venture or
                  any other kind of  entity,  or create a  presumption  that the
                  Holders are in any way acting in concert  with respect to such
                  obligations   or  the   transactions   contemplated   by  this
                  Agreement.  Each  Holder  shall be  entitled  to  protect  and
                  enforce its rights,  including  without  limitation the rights
                  arising out of this  Agreement,  and it shall not be necessary
                  for any other  Holder to be joined as an  additional  party in
                  any proceeding for such purpose.

                              ********************


                                       15
<PAGE>


         IN WITNESS WHEREOF,  the parties have executed this Registration Rights
Agreement as of the date first written above.


MPLC, INC.


By:  /s/ Raymond Musci
     ------------------------
     Name:  Raymond Musci
     Title: President





                       [SIGNATURE PAGE OF HOLDERS FOLLOWS]


                                       16
<PAGE>


                     [SIGNATURE PAGE OF HOLDERS TO MPLC RRA]

Name of Holder: __________________________

SIGNATURE OF AUTHORIZED SIGNATORY OF HOLDER: __________________________

Name of Authorized Signatory: _________________________

Title of Authorized Signatory: __________________________



                           [SIGNATURE PAGES CONTINUE]


                                       17
<PAGE>


                                     ANNEX A

                              PLAN OF DISTRIBUTION

         Each Selling  Stockholder  (the "SELLING  STOCKHOLDERS")  of the common
stock and any of their pledgees,  assignees and successors-in-interest may, from
time to  time,  sell  any or all of  their  shares  of  common  stock on the OTC
Bulletin Board or any other stock exchange,  market or trading facility on which
the shares are traded or in private transactions. These sales may be at fixed or
negotiated  prices.  A  Selling  Stockholder  may  use  any  one or  more of the
following methods when selling shares:

         o        ordinary brokerage  transactions and transactions in which the
                  broker-dealer solicits purchasers;

         o        block trades in which the  broker-dealer  will attempt to sell
                  the shares as agent but may  position  and resell a portion of
                  the block as principal to facilitate the transaction;

         o        purchases by a  broker-dealer  as principal  and resale by the
                  broker-dealer for its account;

         o        an exchange  distribution  in accordance with the rules of the
                  applicable exchange;

         o        privately negotiated transactions;

         o        settlement  of short sales  entered  into after the  effective
                  date of the registration statement of which this prospectus is
                  a part;

         o        broker-dealers may agree with the Selling Stockholders to sell
                  a specified  number of such shares at a  stipulated  price per
                  share;

         o        through the writing or  settlement of options or other hedging
                  transactions,   whether   through  an  options   exchange   or
                  otherwise;

         o        a combination of any such methods of sale; or

         o        any other method permitted pursuant to applicable law.

         The Selling  Stockholders may also sell shares under Rule 144 under the
Securities Act of 1933, as amended (the "SECURITIES ACT"), if available,  rather
than under this prospectus.

         Broker-dealers  engaged by the  Selling  Stockholders  may  arrange for
other  brokers-dealers  to  participate  in sales.  Broker-dealers  may  receive
commissions or discounts from the Selling Stockholders (or, if any broker-dealer
acts as agent for the purchaser of shares,  from the purchaser) in amounts to be
negotiated,  but, except as set forth in a supplement to this Prospectus, in the
case of an agency transaction not in excess of a customary brokerage  commission
in compliance with NASDR Rule 2440; and in the case of a principal transaction a
markup or markdown in compliance with NASDR IM-2440.


                                       18
<PAGE>


         In connection  with the sale of the common stock or interests  therein,
the Selling Stockholders may enter into hedging transactions with broker-dealers
or other financial institutions,  which may in turn engage in short sales of the
Common Stock in the course of hedging the  positions  they  assume.  The Selling
Stockholders  may also sell shares of the common  stock short and deliver  these
securities  to close out their  short  positions,  or loan or pledge  the common
stock to  broker-dealers  that in turn may sell these  securities.  The  Selling
Stockholders   may  also  enter   into   option  or  other   transactions   with
broker-dealers  or other  financial  institutions or the creation of one or more
derivative  securities which require the delivery to such broker-dealer or other
financial  institution of shares offered by this  prospectus,  which shares such
broker-dealer  or  other  financial  institution  may  resell  pursuant  to this
prospectus (as supplemented or amended to reflect such transaction).

         The  Selling  Stockholders  and any  broker-dealers  or agents that are
involved  in selling  the shares may be deemed to be  "underwriters"  within the
meaning of the Securities Act in connection with such sales. In such event,  any
commissions  received  by such  broker-dealers  or agents  and any profit on the
resale  of the  shares  purchased  by  them  may be  deemed  to be  underwriting
commissions or discounts under the Securities Act. Each Selling  Stockholder has
informed  the  Company  that it does not have any written or oral  agreement  or
understanding,  directly or indirectly, with any person to distribute the Common
Stock. In no event shall any broker-dealer receive fees, commissions and markups
which, in the aggregate, would exceed eight percent (8%).

         The Company is required to pay certain  fees and  expenses  incurred by
the Company incident to the  registration of the shares.  The Company has agreed
to indemnify the Selling  Stockholders against certain losses,  claims,  damages
and liabilities, including liabilities under the Securities Act.

         Because Selling Stockholders may be deemed to be "underwriters"  within
the  meaning of the  Securities  Act,  they will be  subject  to the  prospectus
delivery  requirements of the Securities Act including Rule 172  thereunder.  In
addition,  any  securities  covered by this  prospectus  which  qualify for sale
pursuant to Rule 144 under the  Securities Act may be sold under Rule 144 rather
than under this  prospectus.  There is no  underwriter  or  coordinating  broker
acting in connection  with the proposed sale of the resale shares by the Selling
Stockholders.

         We agreed to keep this  prospectus  effective  until the earlier of (i)
the date on which the shares may be resold by non-affiliate stockholders without
registration  and  without  regard to any volume  limitations  by reason of Rule
144(k) under the  Securities Act or any other rule of similar effect or (ii) all
of the shares have been sold  pursuant to this  prospectus or Rule 144 under the
Securities  Act or any other rule of similar  effect.  The resale shares will be
sold only through  registered or licensed  brokers or dealers if required  under
applicable  state securities  laws. In addition,  in certain states,  the resale
shares may not be sold unless they have been registered or qualified for sale in
the applicable  state or an exemption  from the  registration  or  qualification
requirement is available and is complied with.

         Under  applicable  rules and  regulations  under the Exchange  Act, any
person engaged in the  distribution of the resale shares may not  simultaneously
engage in market  making  activities  with  respect to the common  stock for the
applicable restricted period, as defined in Regulation


                                       19
<PAGE>


M, prior to the  commencement  of the  distribution.  In  addition,  the Selling
Stockholders  will be subject to  applicable  provisions of the Exchange Act and
the rules and regulations  thereunder,  including  Regulation M, which may limit
the timing of  purchases  and sales of shares of the common stock by the Selling
Stockholders  or any  other  person.  We will  make  copies  of this  prospectus
available  to the Selling  Stockholders  and have  informed  them of the need to
deliver a copy of this  prospectus to each  purchaser at or prior to the time of
the sale (including by compliance with Rule 172 under the Securities Act).


                                       20
<PAGE>


                                                                         ANNEX B

                                   MPLC, INC.

                 SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

         The undersigned  beneficial  owner of common stock, par value $0.01 per
share  (the  "COMMON  STOCK"),  of  MPLC,  Inc.,  a  Delaware  corporation  (the
"COMPANY"),  understands  that the Company has filed or intends to file with the
Securities and Exchange  Commission (the "COMMISSION") a registration  statement
on Form S-3 (the "REGISTRATION STATEMENT") for the registration and resale under
Rule 415 of the Securities Act of 1933, as amended (the  "SECURITIES  ACT"),  of
the Registrable  Securities,  in accordance  with the terms of the  Registration
Rights  Agreement,  dated as of  February  __,  2007 (the  "REGISTRATION  RIGHTS
AGREEMENT"),  among the Company and the Purchasers named therein.  A copy of the
Registration  Rights Agreement is available from the Company upon request at the
address set forth below.  All  capitalized  terms not otherwise  defined  herein
shall have the meanings ascribed thereto in the Registration Rights Agreement.

         Certain  legal  consequences  arise  from  being  named  as  a  selling
securityholder  in  the  Registration  Statement  and  the  related  prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel  regarding the consequences of being
named  or not  being  named  as a  selling  securityholder  in the  Registration
Statement and the related prospectus.

                                     NOTICE

         The  undersigned  beneficial  owner (the "SELLING  SECURITYHOLDER")  of
Registrable Securities hereby elects to include the Registrable Securities owned
by it and listed below in Item 3 (unless otherwise  specified under such Item 3)
in the Registration Statement.


                                       21
<PAGE>


The  undersigned  hereby  provides the following  information to the Company and
represents and warrants that such information is accurate:

                                  QUESTIONNAIRE

1.       NAME.

         (a)      Full Legal Name of Selling Securityholder


                  --------------------------------------------------------------


         (b)      Full Legal Name of  Registered  Holder (if not the same as (a)
                  above) through which  Registrable  Securities Listed in Item 3
                  below are held:


                  --------------------------------------------------------------


         (c)      Full Legal  Name of  Natural  Control  Person  (which  means a
                  natural person who directly or indirectly alone or with others
                  has power to vote or dispose of the securities  covered by the
                  questionnaire):


                  --------------------------------------------------------------



2.  ADDRESS FOR NOTICES TO SELLING SECURITYHOLDER:


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Telephone:
          ----------------------------------------------------------------------
Fax:
     ---------------------------------------------------------------------------
Contact Person:
                ----------------------------------------------------------------
E-mail address of Contact Person:
                                  ----------------------------------------------

3.       BENEFICIAL OWNERSHIP OF REGISTRABLE SECURITIES:

         (a)      Type and Number of Registrable Securities beneficially owned:


                  --------------------------------------------------------------

                  --------------------------------------------------------------

                  --------------------------------------------------------------


                                       22
<PAGE>


4.       BROKER-DEALER STATUS:

         (a)      Are you a broker-dealer?

                                Yes [_]     No [_]

         (b)      If "yes" to Section  4(a),  did you receive  your  Registrable
                  Securities as compensation for investment  banking services to
                  the Company.

                                Yes [_]     No [_]

         Note:    If yes, the  Commission's  staff has indicated that you should
                  be identified as an underwriter in the Registration Statement.

         (c)      Are you an affiliate of a broker-dealer?

                                Yes [_]     No [_]

         Note:    If yes, provide a narrative explanation below:


                  --------------------------------------------------------------

                  --------------------------------------------------------------


         (d)      If you are an  affiliate  of a  broker-dealer,  do you certify
                  that you bought the  Registrable  Securities  in the  ordinary
                  course of  business,  and at the time of the  purchase  of the
                  Registrable  Securities to be resold, you had no agreements or
                  understandings,  directly  or  indirectly,  with any person to
                  distribute the Registrable Securities?

                                Yes [_]     No [_]

         Note:    If no, the Commission's staff has indicated that you should be
                  identified as an underwriter in the Registration Statement.

5.       BENEFICIAL  OWNERSHIP OF OTHER  SECURITIES  OF THE COMPANY OWNED BY THE
         SELLING SECURITYHOLDER.

         EXCEPT AS SET FORTH  BELOW IN THIS ITEM 5, THE  UNDERSIGNED  IS NOT THE
         BENEFICIAL OR REGISTERED  OWNER OF ANY  SECURITIES OF THE COMPANY OTHER
         THAN THE REGISTRABLE SECURITIES LISTED ABOVE IN ITEM 3.

         (a)      As of  ___________,  2007,  the Selling  Securityholder  owned
                  outright    (including    shares    registered    in   Selling
                  Securityholder's  name  individually  or jointly  with others,
                  shares held in the name of a bank, broker, nominee, depository
                  or in "street name" for its account),  _________ shares of the
                  Company's    capital   stock    (excluding   the   Registrable
                  Securities). If "zero," please so state.


                                       23
<PAGE>


         (b)      In  addition  to the number of shares  Selling  Securityholder
                  owned  outright  as  indicated  in  Item  5(a)  above,  as  of
                  ________________,  2007,  the  Selling  Securityholder  had or
                  shared   voting  power  or  investment   power,   directly  or
                  indirectly,  through a contract,  arrangement,  understanding,
                  relationship  or  otherwise,  with  respect to  ______________
                  shares  of  the  Company's   capital  stock   (excluding   the
                  Registrable Securities). If "zero," please so state.

                  If the answer to Item 7(b) is not "zero," please  complete the
                  following tables:


                  SOLE VOTING POWER:

                  NUMBER OF SHARES       NATURE OF RELATIONSHIP RESULTING IN
                                                SOLE VOTING POWER

                  ----------------       ---------------------------------------

                  ----------------       ---------------------------------------

                  ----------------       ---------------------------------------

                  SHARED VOTING POWER:

                  NUMBER OF SHARES       WITH WHOM SHARED        NATURE OF
                                                               RELATIONSHIP

                  ----------------       ---------------------------------------

                  ----------------       ---------------------------------------

                  ----------------       ---------------------------------------

                  SOLE INVESTMENT POWER:

                  NUMBER OF SHARES       NATURE OF RELATIONSHIP RESULTING IN
                                                SOLE INVESTMENT POWER

                  ----------------       ---------------------------------------

                  ----------------       ---------------------------------------

                  ----------------       ---------------------------------------

                  SHARED INVESTMENT POWER:

                  NUMBER OF SHARES       WITH WHOM SHARED        NATURE OF
                                                               RELATIONSHIP

                  ----------------       ---------------------------------------

                  ----------------       ---------------------------------------

                  ----------------       ---------------------------------------


                                       24
<PAGE>


         (c)      As of _____________,  2007, the Selling Securityholder had the
                  right to acquire the following  shares of the Company's common
                  stock pursuant to the exercise of  outstanding  stock options,
                  warrants   or  other   rights   (excluding   the   Registrable
                  Securities). Please describe the number, type and terms of the
                  securities,   the  method  of   ownership,   and  whether  the
                  undersigned  holds sole or shared voting and investment power.
                  If "none", please so state.


                  --------------------------------------------------------------

                  --------------------------------------------------------------


6.       RELATIONSHIPS WITH THE COMPANY:

         EXCEPT AS SET  FORTH  BELOW,  NEITHER  THE  UNDERSIGNED  NOR ANY OF ITS
         AFFILIATES,  OFFICERS, DIRECTORS OR PRINCIPAL EQUITY HOLDERS (OWNERS OF
         5% OF MORE OF THE EQUITY  SECURITIES OF THE  UNDERSIGNED)  HAS HELD ANY
         POSITION OR OFFICE OR HAS HAD ANY OTHER MATERIAL  RELATIONSHIP WITH THE
         COMPANY  (OR ITS  PREDECESSORS  OR  AFFILIATES)  DURING  THE PAST THREE
         YEARS.

         State any exceptions here:


         -----------------------------------------------------------------------

         -----------------------------------------------------------------------


         The   undersigned   agrees  to  promptly  notify  the  Company  of  any
inaccuracies  or  changes  in the  information  provided  herein  that may occur
subsequent  to the date  hereof  at any time  while the  Registration  Statement
remains effective.

         By signing  below,  the  undersigned  consents to the disclosure of the
information  contained  herein  in its  answers  to  Items 1  through  6 and the
inclusion of such  information  in the  Registration  Statement  and the related
prospectus  and  any  amendments  or  supplements   thereto.   The   undersigned
understands  that  such  information  will  be  relied  upon by the  Company  in
connection with the preparation or amendment of the  Registration  Statement and
the related prospectus.

         IN WITNESS WHEREOF the undersigned, by authority duly given, has caused
this Notice and  Questionnaire  to be executed and delivered either in person or
by its duly authorized agent.

Dated:                            Beneficial Owner:
       ---------------------                        ----------------------------

                                  By:
                                       -----------------------------------------
                                       Name:
                                       Title:


                                       25
<PAGE>


PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED  NOTICE AND  QUESTIONNAIRE,  AND
RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:


                                       26
<PAGE>


                                  SCHEDULE 6(B)


The following securities will be included in the initial Registration  Statement
on a pari passu basis with the Registrable Securities:

1.       All  registrable  securities  under that  certain  registration  rights
         agreement  entered into in  connection  with the sale of the  Company's
         Series B Convertible Preferred Stock; and

2.       All securities  issuable upon conversion of the convertible  promissory
         note issued to Index Visual & Games Ltd.


                                       27


</TEXT>
</DOCUMENT>
