CAPRIUS INC
EX. 10.4 - REGISTRATION RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>exh10_4.txt
<DESCRIPTION>EX. 10.4 - REGISTRATION RIGHTS AGREEMENT
<TEXT>
                                                                   EXHIBIT 10.4



                          REGISTRATION RIGHTS AGREEMENT

         Agreement, dated as of April 26, 2004, by and among CAPRIUS, INC., a
Delaware corporation (the "COMPANY"), the purchasers signatory hereto (each such
purchaser, a "PURCHASER" and collectively, the "PURCHASERS"), and Sands Brothers
International Limited (the "HOLDER AGENT").

         WHEREAS, pursuant to that certain Securities Purchase Agreement among
the Purchasers, the Holder Agent and the Company (the "STOCK PURCHASE
AGREEMENT"), the Company has agreed, upon the terms and subject to the
conditions of the Securities Purchase Agreement to issue and sell to the
Purchasers up to $1,500,000 aggregate principal amount of Convertible Secured
Promissory Notes (the "NOTES"), which would be initially convertible into
7,500,000 shares of Common Stock and to issue to the Holder Agent warrants to
purchase up to 1,425,000 shares of the Company's Common Stock ("HOLDER AGENT
WARRANTS");

         WHEREAS, to induce the Purchasers to execute and deliver the Securities
Purchase Agreement and to purchase the Notes, the Company has agreed to provide
certain registration rights with respect to the shares of Common Stock issuable
upon conversion of the Notes and the shares of Common Stock issuable upon
exercise of the Holder Agent Warrants (collectively, the "CONVERSION SHARES") on
the terms and conditions provided herein;

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

         1. Definitions. As used in this Agreement, the following terms shall
have the following meanings:

         "ACQUISITION TRANSACTION" means a merger or other business combination
that the Company consummates with an entity or business in which the Company is
the surviving corporation and such entity or business has had total revenues for
the 12 full months immediately preceding the closing of the transaction equal to
at least ten times the total revenues of the Company for such measuring period,
and

         "ADVICE" shall have the meaning set forth in Section 6.4.

         "COMMISSION" means the Securities and Exchange Commission.

         "COMMON STOCK" means the common stock of the Company, $.001 par value
per share.

         "EFFECTIVENESS DATE" means, with respect to the initial Registration
Statement required to be filed hereunder, the earlier of (a) 150 days of the
Final Closing, which date shall be extended to 180 days of the Final Closing
should the Company close an Acquisition Transaction within 150 days of the Final
Closing; and (b) the fifth Trading Day following the date on which the Company
is notified by the Commission that the Registration Statement will not be
reviewed or is no longer subject to further review and comments.

         "EFFECTIVENESS PERIOD" shall have the meaning set forth in Section 2.1.



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         "EVENT" shall have the meaning set forth in Section 2.2.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

         "FILING DATE" means, with respect to the Registration Statement
required to be filed hereunder, within 90 days of the Final Closing, which date
shall be extended to 120 days of the Final Closing should the Company close an
Acquisition Transaction within 90 days of the Final Closing.

         "FINAL CLOSING" means the last date on which the Company issues any
Notes pursuant to the Securities Purchase Agreement.

         "HOLDER" or "HOLDERS" means the holder or holders, as the case may be,
from time to time of Registrable Securities.

         "HOLDER AGENT" means Sands Brothers International Limited, 90 Park
Avenue, 39th Floor, New York, NY 10016, which shall act as the agent of all
Holders for purposes set forth herein.

         "INDEMNIFIED PARTY" shall have the meaning set forth in Section 5.3.

         "INDEMNIFYING PARTY" shall have the meaning set forth in Section 5.3.

         "LOSSES" shall have the meaning set forth in Section 5.1.

         "MAJORITY HOLDERS" means Holders who have subscribed for at least
$200,000 principal amount of the Notes.

         "PROCEEDING" means an action, claim, suit, investigation or proceeding
(including, without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.

         "PROSPECTUS" means the prospectus included in the Registration
Statement (including, without limitation, a prospectus that includes any
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Registrable
Securities covered by the Registration Statement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all
material incorporated by reference or deemed to be incorporated by reference in
such Prospectus.

         "REGISTRABLE SECURITIES" means all of the Conversion Shares, together
with any shares of Common Stock issued or issuable upon any stock split,
dividend or other distribution, recapitalization or similar event with respect
to the foregoing.

         "REGISTRATION STATEMENT" means the registration statements required to
be filed hereunder, including (in each case) the Prospectus, amendments and
supplements to the registration statement or Prospectus, including pre- and
post-effective amendments, all exhibits thereto, and all material incorporated
by reference or deemed to be incorporated by reference in the registration
statement.



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         "RULE 144(K)" means Rule 144(k) 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 effect as such Rule.

         "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 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 effect as such Rule.

         "SECURITIES ACT" means the Securities Act of 1933, as amended.

         "TRADING DAY" means a day that the New York Stock Exchange, Inc. is
open for trading of securities listed thereon, without any substantial
restrictions.

         2.   Registration.
              ------------

              2.1 Filing. On or prior to the Filing Date, the Company shall
prepare and file with the Commission the Registration Statement covering the
resale of all of the Registrable Securities for an offering to be made on a
continuous basis pursuant to Rule 415. The Registration Statement required
hereunder shall be on Form SB-2 (except if the Company is not then eligible to
register for resale the Registrable Securities on Form SB-2, in which case the
Registration Statement shall be on another appropriate form in accordance
herewith). The Registration Statement required hereunder shall contain (except
if otherwise requested by the Holder Agent, and agreed to by the Company, the
agreement of which shall not be withheld unreasonably) substantially the "Plan
of Distribution" attached hereto as EXHIBIT A. Subject to the terms of this
Agreement, the Company shall use its commercially reasonable efforts to cause
the Registration Statement to be declared effective under the Securities Act as
promptly as possible after the filing thereof, but in any event not later than
the Effectiveness Date, and shall use its commercially reasonable efforts to
keep the Registration Statement continuously effective under the Securities Act
until the date when all Registrable Securities covered by the Registration
Statement have been sold or may be sold 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").

              2.2 Late Filing or Effectiveness. If (i) a Registration Statement
is not filed on or prior to the Filing Date (if the Company files a Registration
Statement without affording the Majority Holders the opportunity to review and
comment on the same as required by Section 3.1 hereof, the Company shall not be
deemed to have 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


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Commission that a Registration Statement will not be "reviewed," or is not
subject to further review, or (iii) a Registration Statement filed or required
to be filed hereunder is not declared effective by the Commission on or before
the Effectiveness Date, or (iv) after a Registration Statement is first declared
effective by the Commission, it 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 not permitted to utilize the Prospectus therein to
resell such Registrable Securities, for in any such case 15 consecutive Trading
Days but no more than an aggregate of 30 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) or (iii) the date on
which such Event occurs, or for purposes of clause (ii) the date on which such
five Trading Day period is exceeded, or for purposes of clause (iv) the date on
which such 15 or 30-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: (x) on each such Event Date the Company shall
pay to each Holder an amount in cash, as liquidated damages and not as a
penalty, equal to 1% of the aggregate purchase price paid by such Holder
pursuant to the Stock Purchase Agreement for the Notes purchased by such Holder;
and (y) 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 liquidated
damages and not as a penalty, equal to 1% of the aggregate outstanding principal
amount of the Note then owned by such Holder. If the Company fails to pay any
liquidated damages pursuant to this Section in full within seven days after the
date payable, the Company will pay interest thereon at a rate of 18% per annum
(or such lesser maximum amount that is permitted to be paid by applicable law)
to the Holder, accruing daily from the date such liquidated damages are due
until such amounts, plus all such interest thereon, are paid in full.

         3.   Registration Procedures.
              -----------------------

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

              3.1 Pre-Filing Obligations. Not less than five days prior to the
filing of the Registration Statement or any related Prospectus or any amendment
or supplement thereto, the Company shall, (i) furnish to the Holder Agent and
any Majority Holders copies of all such documents proposed to be filed
(including documents incorporated or deemed incorporated by reference to the
extent requested by the Holder Agent or any such Majority Holders) which
documents will be subject to the review of the Holder Agent and the Majority
Holders, if any, 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. The Company shall
not file the Registration Statement or any such Prospectus or any amendments or
supplements thereto in the event that an objection, which shall be reasonable
and made in good faith, to such filing is made by either (x) the holders of a
majority of Registrable Securities held by all Majority Holders as a group, or
(y) the Holder Agent, provided that the Company is notified of such objection in
writing no later than five Trading Days after the Holder Agent and any Majority
Holders have been so furnished copies of such documents.

              3.2 Process. Prepare and file with the Commission such amendments,
including post-effective amendments, to the Registration Statement and the
Prospectus used in connection therewith as may be necessary to keep the


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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,
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 the Registration Statement or any amendment thereto
and, as promptly as reasonably possible, upon request, provide the Holder Agent
true and complete copies of all correspondence from and to the Commission
relating to the Registration Statement; 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 the Registration
Statement during the applicable period in accordance with the intended methods
of disposition by the Holders thereof set forth in the Registration Statement as
so amended or in such Prospectus as so supplemented.

              3.3 Notification. Notify the Holder Agent and any Majority Holders
as promptly as reasonably possible and (if requested by the Holder Agent or any
such Majority Holder) confirm such notice in writing promptly following the day
(i) when a Prospectus or any Prospectus supplement or post-effective amendment
to the Registration Statement is proposed to be filed; and (ii) when the
Commission notifies the Company whether there will be a "review" of the
Registration Statement and whenever the Commission comments in writing on the
Registration Statement (the Company shall upon request provide true and complete
copies thereof and all written responses thereto to the Holder Agent).

              3.4 Commission Responses. Notify the Holder Agent and the Holders
as promptly as reasonably possible and (if requested by the Holder Agent or any
such Holder) confirm such notice in writing promptly following the day (i) with
respect to the 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 during the period of effectiveness of
the Registration Statement for amendments or supplements to the 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 the 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; and (v) of the occurrence of any
event or passage of time that makes the financial statements or other
information included in the Registration Statement ineligible for inclusion
therein or any statement made in the 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 or inclusion of updated
or supplemental information in the Registration Statement, Prospectus or other
documents so that, in the case of the 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.



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3.5 Avoid Suspension. Use commercially reasonable efforts to avoid the issuance
of, or, if issued, obtain the withdrawal of (i) any order suspending the
effectiveness of the 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.

              3.6 Copies. Furnish to each Holder, without charge, at least one
conformed copy of the 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
Holder, and all exhibits to the extent requested by such Holder (including those
previously furnished or incorporated by reference), promptly after the filing of
such documents with the Commission.

              3.7 Use of Prospectus. Subject to the terms of Section 4(ii),
promptly deliver to each Holder, without charge, as many copies of the
Prospectus or Prospectuses (including each form of prospectus) and each
amendment or supplement thereto as such Holder may reasonably request in
connection with resales by the Holder of Registrable Securities. 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 on any applicable notice pursuant to Section 3.3 and/or 3.4.

              3.8 Blue Sky. 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 the 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.

              3.9 Stock Certificates. 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 purchaser
pursuant to the Registration Statement, which certificates shall be free, to the
extent permitted by the Securities Act and the Stock 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.

              3.10 Amendments. Upon the occurrence of any event contemplated by
Section 3.4(v), as promptly as reasonably possible, prepare a supplement or
amendment, including a post-effective amendment, to the Registration Statement
or a supplement to the related Prospectus or any document incorporated or deemed


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to be incorporated therein by reference, and file any other required document so
that, as thereafter delivered, neither the 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 Holder Agent and the Holders in
accordance with clauses (ii) through (v) of Section 3.4 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 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 3.10 to suspend the availability of a Registration Statement and
Prospectus, subject to the payment of liquidated damages pursuant to Section
2.2, for a period not to exceed 60 days (which need not be consecutive days) in
any 12-month period.

              3.11 Compliance. Comply with all applicable rules and regulations
of the Commission.

              3.12 Holder's Certification. The Company may require each 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 person thereof that has voting and dispositive control over such
Common Stock. 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 as to all the Holders at such time shall be tolled and any Event that
may otherwise occur solely because of such delay shall be suspended, 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
the 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 the Trading Market on which the Common Stock is then
listed for trading, and (B) in compliance with applicable state securities or
Blue Sky laws), (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 the 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, (vi) fees and disbursements of counsel for the
Holders up to $5,000 and (vii) 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, underwriter or similar commissions or discounts or,


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except to the extent provided for in this Agreement or the Stock Purchase
Agreement, any legal fees or other costs of the Holders in excess of $5,000.

          5.  Indemnification.

              5.1 Indemnification by the Company. The Company shall,
notwithstanding any termination of this Agreement, indemnify and hold harmless
each Holder, the officers, directors, agents and employees 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,
agents and employees 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 determined by a court
of competent jurisdiction in a final judgment not subject to appeal or review
arising out of or relating to any untrue or alleged untrue statement of a
material fact contained in the 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, except to the extent, but only to the extent, that (i) such
untrue statements or omissions or alleged untrue statements or omissions are
based upon information regarding such Holder furnished in writing to the Company
by such Holder 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 for
use in the Registration Statement, such Prospectus or such form of Prospectus or
in any amendment or supplement thereto (it being understood that the Holder has
approved Exhibit A hereto for this purpose) or (ii) in the case of an occurrence
of an event of the type specified in Section 3.4(ii)-(v), 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 6.4. The Company
shall notify the Holders promptly of the institution, threat or assertion of any
Proceeding of which the Company is aware in connection with the transactions
contemplated by this Agreement.

              5.2 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 upon: (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 for inclusion in the Registration Statement or such Prospectus or
(ii) to the extent that (1) such untrue statements or omissions are based upon


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information regarding such Holder furnished in writing to the Company by such
Holder 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 approved in writing by such Holder for use in
the Registration Statement (it being understood that the Holder has approved
Exhibit A hereto for this purpose), such Prospectus or such form of Prospectus
or in any amendment or supplement thereto or (2) in the case of an occurrence of
an event of the type specified in Section 3.4(ii)-(v), 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 6.4. 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.

              5.3 Conduct of Indemnification Proceedings. (a) 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.

              (b) 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 such
Indemnified Party shall have been advised by counsel that a 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 thereof and the reasonable fees and expenses of 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. 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.

              (c) Subject to the terms of this Agreement, all reasonable fees
and expenses of the Indemnified Party (including reasonable fees and expenses to


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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 not
entitled to indemnification hereunder, determined based upon the relative faults
of the parties.

              5.4 Contribution. (a) If a claim for indemnification under Section
5.1 or 5.2 is unavailable to an Indemnified Party (by reason of public policy or
otherwise), then each Indemnifying Party, in lieu of indemnifying such
Indemnified Party, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such Losses, 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 reasonable 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.

              (b) The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 5.4 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 5.4, no Holder shall
be required to contribute, in the aggregate, any amount in excess of the amount
by which the 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, except in
the case of fraud by such Holder.

              (c) The indemnity and contribution agreements contained in this
Section 5.4 are in addition to any liability that the Indemnifying Parties may
have to the Indemnified Parties.

         6.   Miscellaneous.
              -------------

              6.1 Remedies. In the event of a breach by the Company or by a
Holder, of any of their 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


                                       10
<PAGE>


action for specific performance in respect of such breach, it shall waive the
defense that a remedy at law would be adequate.

              6.2 No Piggyback on Registrations. Except as set forth on Schedule
6.2 attached hereto, or as consented to by the Holder Agent, 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 a Registration
Statement other than the Registrable Securities. Except as set forth in the
reports filed by the Company with the Commission, no person has any right to
cause the Company to effect the registration under the Securities Act of any
securities of the Company. The Company shall not file any other registration
statement other than a registration statement on Form S-8 until after the
Effectiveness Date.

              6.3 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
the Registration Statement.

              6.4 Discontinued Disposition. Each Holder agrees by its
acquisition of such Registrable Securities that, upon receipt of a notice from
the Company of the occurrence of any event of the kind described in Section
2.2(iv), 3.3 and/or 3.4, such Holder will forthwith discontinue disposition of
such Registrable Securities under the Registration Statement until such Holder's
receipt of the copies of the supplemented Prospectus and/or amended Registration
Statement or until it is advised in writing (the "ADVICE") by the Company that
the use of the applicable Prospectus may be resumed, and, in either case, has
received copies of any additional or supplemental filings that are incorporated
or deemed to be incorporated by reference in such Prospectus or Registration
Statement. The Company may provide appropriate stop orders to enforce the
provisions of this Section 6.4.

              6.5 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 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,
any share exchange or recapitalization or equity securities issuable in
connection with the stock option or other employee benefit plans, then the
Company shall send to the Holder Agent a written notice of such determination
and, if within 15 days after the date of such notice, any Holder shall so
request in writing delivered to the Company, 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; provided, that, the Company
shall not be required to register any Registrable Securities pursuant to this
Section 6.5 that are eligible for resale pursuant to Rule 144(k) or that are the
subject of a then effective Registration Statement.

              6.6 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 each Holder of the then outstanding Registrable Securities (or Holder Agent,


                                       11
<PAGE>


as applicable). 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 certain 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.

              6.7 Notices. Any and all notices or other communications or
deliveries required or permitted to be provided hereunder shall be made in
accordance with the provisions of the Stock Purchase Agreement.

              6.8 Successors and Assigns. This Agreement and all covenants and
agreements contained in this Agreement by or on behalf of any of the parties
hereto shall bind and inure to the benefit of the respective heirs,
administrators, successors and assigns of the parties hereto (including without
limitation transferees of any Registrable Securities), whether so expressed or
not.

              6.9 Execution and Counterparts. This Agreement may be executed in
any number of counterparts, each of which when so executed shall be deemed to be
an original and, all of which taken together shall constitute one and the same
agreement. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature were the original
thereof.

              6.10 Governing Law. This Agreement shall be governed by and
construed under the laws of the State of New York as applied to agreements among
New York residents entered into and to be performed entirely within New York.
Each of the parties hereto (i) agrees that any legal suit, action or proceeding
arising out of or relating to this Agreement shall be instituted exclusively in
New York State Supreme Court, County of New York, or in the United States
District Court for the Southern District of New York, (ii) waives any objection
which the Company may have now or hereafter to the venue of any such suit,
action or proceeding, and (iii) irrevocably consents to the jurisdiction of the
New York State Supreme Court, County of New York, and the United States District
Court for the Southern District of New York in any such suit, action or
proceeding. Each of the parties hereto further agrees to accept and acknowledge
service of any and all process which may be served in any such suit, action or
proceeding in the New York State Supreme Court, County of New York, or in the
United States District Court for the Southern District of New York and agrees
that service of process upon the Company mailed by certified mail to the
Company's address shall be deemed in every respect effective service of process
upon the Company, in any such suit, action or proceeding. THE PARTIES HERETO
AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DOCUMENT OR AGREEMENT
CONTEMPLATED HEREBY.

              6.11 Cumulative Remedies. The remedies provided herein are
cumulative and not exclusive of any remedies provided by law.

              6.12 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


                                       12
<PAGE>


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.

              6.13 Headings. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.

              6.14 Independent Nature of Purchasers' Obligations and Rights. The
obligations of each Purchaser hereunder are several and not joint with the
obligations of any other Purchaser hereunder, and no Purchaser shall be
responsible in any way for the performance of the obligations of any other
Purchaser hereunder. Nothing contained herein or in any other agreement or
document delivered at any closing, and no action taken by any Purchaser pursuant
hereto or thereto, shall be deemed to constitute the Purchasers as a
partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Purchasers are in any way acting in concert with
respect to such obligations or the transactions contemplated by this Agreement.
Each Purchaser shall be entitled to protect and enforce his rights, including
without limitation the rights arising out of this Agreement, and it shall not be
necessary for any other Purchaser to be joined as an additional party in any
proceeding for such purpose.

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

                                    CAPRIUS, INC.


                                    By: /s/ George Aaron
                                        Name:    George Aaron
                                        Title:   President and Chief Executive
                                                    Officer


                     [SIGNATURE PAGE OF PURCHASERS FOLLOWS]



                                       13
<PAGE>


                      [SIGNATURE PAGE OF PURCHASERS TO RRA]



                                    [PURCHASER]


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






                     [SIGNATURE PAGE OF PURCHASERS FOLLOWS]






                                       14
<PAGE>



                                    EXHIBIT A

                              Plan of Distribution

         The Selling Stockholders (the "SELLING STOCKHOLDERS") of the common
stock ("COMMON STOCK") of Caprius, Inc. (the "COMPANY") 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 any 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. The Selling Stockholders 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 date of this
              prospectus;

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

         o    a combination of any such methods of sale; and

         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 broker-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. The Selling Stockholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.

         The Selling Stockholders may from time to time pledge or grant a
security interest in some or all of the shares of Common Stock owned by them
and, if they default in the performance of their secured obligations, the
pledgees or secured parties may offer and sell the shares of Common Stock from
time to time under this prospectus, or under an amendment to this prospectus
under Rule 424(b)(3) or other applicable provision of the Securities Act


                                   EXHIBIT A
                                  (Page 1 OF 2)
<PAGE>


amending the list of Selling Stockholders to include the pledgee, transferee or
other successors in interest as Selling Stockholders under this prospectus.

         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. The Selling Stockholders have
informed the Company that it does not have any agreement or understanding,
directly or indirectly, with any person to distribute the Common Stock.

         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.




                                    EXHIBIT A
                                  (Page 2 OF 2)
<PAGE>


                                  SCHEDULE 6.2

                               REGISTRATION RIGHTS

         Attached is a list of outstanding warrants. The warrantholders have
various registration rights with respect to their underlying shares of Common
Stock.

         It is noted that the holders of March 27, 2000 warrants have both
demand and piggy-back registration rights. The piggy-back right is for one
registration statement that has already been declared effective. The shares of
Common Stock underlying these warrants were included in one registration
statement that was declared effective, but has since expired. Notwithstanding
the foregoing, these warrantholders also have demand registration rights.

         The holder of the Series B Preferred Stock has piggy-back registration
rights under a Registration Rights Agreement, dated August 18, 1997.


</TEXT>
</DOCUMENT>
