FONAR CORP
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>ex102.txt
<TEXT>

          Exhibit 10.2

                          REGISTRATION RIGHTS AGREEMENT

     This Registration  Rights Agreement (this  "Agreement") is made and entered
into as of this 24th day of May, 2001 by and among FONAR CORPORATION, a Delaware
corporation (the "Company"),  and the persons identified as Purchasers  pursuant
to that  certain  Purchase  Agreement  of even  date  herewith  by and among the
Company and such Purchasers (the "Purchase Agreement").

         The parties hereby agree as follows:

1.   Certain Definitions.

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

     "Additional  Registrable  Securities" shall mean any shares of Common Stock
which are included  within the  definition  of  Registrable  Securities  but not
included in any Registration Statement filed pursuant to Section 2(a)(i) below.

     "Common Stock" shall mean the Company's Common Stock, $0.0001 par value per
share.

     "Conversion Price" shall have the meaning set forth in the Debentures.

     "Prospectus"  shall  mean  the  prospectus  included  in  any  Registration
Statement, as amended or supplemented by any prospectus supplement, with respect
to the terms of the  offering of any portion of the  Registrable  Securities  or
Additional  Registrable Securities covered by such Registration Statement and by
all other amendments and supplements to the prospectus, including post-effective
amendments and all material incorporated by reference in such prospectus.

     "Purchasers" shall mean the purchasers identified in the Purchase Agreement
and any subsequent holder of any Debentures, Warrants, Registrable Securities or
Additional  Registrable  Securities as a result of a permitted  transfer  (which
shall include without limitation any transfer to any affiliate of a Purchaser).

     "Register," "registered" and "registration" refer to a registration made by
preparing and filing a registration  statement or similar document in compliance
with the  1933 Act (as  defined  below),  and the  declaration  or  ordering  of
effectiveness of such registration statement or document.

     "Registrable  Securities" shall mean (i) the Underlying Shares, the Warrant
Shares,  and the  shares of  Common  Stock  issuable  upon  exercise  of the RMI
Warrants,  and the shares of Common Stock or other securities issued or issuable
to each  Purchaser or its permitted  transferee or designee (a) upon  conversion
of, or payment of interest or repayment of principal  under the  Debentures  and
upon the exercise of the Warrants, or (b) upon any distribution with respect to,
any exchange for or any replacement of such Debentures or Warrants,  or (c) upon
any conversion, exercise or exchange of any securities issued in connection with
any such  distribution,  exchange  or  replacement;  (ii)  securities  issued or
issuable upon any stock split, stock dividend, recapitalization or similar event
with respect to such shares of Common Stock; and (iii) any other security issued
as a dividend or other  distribution  with  respect  to, in exchange  for, or in
replacement of, the securities referred to in the preceding clauses.

     "Registration  Statement"  shall  mean any  registration  statement  of the
Company  filed  under  the  1933  Act  that  covers  the  resale  of  any of the
Registrable  Securities or  Additional  Registrable  Securities  pursuant to the
provisions of this Agreement,  amendments and  supplements to such  Registration
Statement,  including post-effective  amendments,  all exhibits and all material
incorporated by reference in such Registration Statement.

     "SEC" means the U.S. Securities and Exchange Commission.

     "1933 Act" means the Securities Act of 1933, as amended,  and the rules and
regulations promulgated thereunder.

     "1934 Act" means the Securities  Exchange Act of 1934, as amended,  and the
rules and regulations promulgated thereunder.

     Capitalized  terms used  herein but not  otherwise  defined  shall have the
meaning ascribed thereto in the Purchase Agreement.

2. Registration.

(a)  Registration Statements.

(i)  Registrable Securities.  Promptly following the closing of the purchase and
     sale of Debentures and Warrants contemplated by the Purchase Agreement (the
     "Closing  Date")  (but no later than  thirty  (30) days  after the  Closing
     Date),  the Company  shall  prepare and file with the SEC one  Registration
     Statement  on Form  S-3  (or,  if Form  S-3 is not  then  available  to the
     Company,  on such form of  registration  statement as is then  available to
     effect a registration for resale of the Registrable Securities,  subject to
     the Purchasers' consent), covering the resale of the Registrable Securities
     in an amount equal to 200% of the number of Underlying Shares issuable upon
     full  conversion of the Debentures at the lower of the Conversion  Price or
     Market  Price as of the  filing  date plus 100% of the  number of shares of
     Common  Stock  necessary to permit the exercise in full of the Warrants (in
     each case without regard to any restrictions on beneficial ownership). Such
     Registration  Statement also shall cover, to the extent allowable under the
     1933 Act and the Rules  promulgated  thereunder  (including Rule 416), such
     indeterminate  number of additional  shares of Common Stock  resulting from
     stock splits,  stock dividends or similar  transactions with respect to the
     Registrable Securities. No securities shall be included in the Registration
     Statement  without the consent of the Purchasers other than the Registrable
     Securities.  The  Registration  Statement (and each amendment or supplement
     thereto)  shall  be  provided  in  accordance  with  Section  3(c)  to  the
     Purchasers and their counsel prior to its filing or other submission.

(ii) Additional Registrable  Securities.  At any time and from time to time upon
     the  written  demand  of  any  Purchaser  following  the  existence  of any
     Additional  Registerable  Securities,  and in any event within  thirty (30)
     days following such demand, the Company shall prepare and file with the SEC
     one  Registration  Statement  on Form  S-3  (or,  if Form  S-3 is not  then
     available to the Company, on such form of registration statement as is then
     available to effect a registration for resale of the Additional Registrable
     Securities) covering the resale of the Additional Registrable Securities in
     an amount equal to the number of Additional  Registrable  Securities.  Such
     Registration  Statement also shall cover, to the extent allowable under the
     1933 Act and the rules  promulgated  thereunder  (including Rule 416), such
     indeterminate  number of additional  shares of Common Stock  resulting from
     stock splits,  stock dividends or similar  transactions with respect to the
     Additional  Registrable  Securities.  The Registration  Statement (and each
     amendment  or  supplement  thereto)  shall be provided in  accordance  with
     Section 3(c) to the  Purchaser and its counsel prior to its filing or other
     submission.

(b)  Expenses.   The  Company  will  pay  all  expenses   associated  with  each
     registration,  including the Purchasers'  reasonable  expenses up to $5,000
     for such Purchasers'  expenses  (including  reasonable  attorneys fees), in
     connection with the registration but excluding discounts, commissions, fees
     of  underwriters,  selling brokers,  dealer managers or similar  securities
     industry professionals.

(c)  Effectiveness.

(i)  The Company shall use its best efforts to have each Registration  Statement
     declared  effective  as  soon  as  practicable.  If  (A)  the  Registration
     Statement covering Registrable  Securities is not declared effective by the
     SEC within two (2) months  following the Closing Date, or the  Registration
     Statement  covering  Additional  Registrable  Securities  is  not  declared
     effective by the SEC within two (2) months  following demand of a Purchaser
     relating to the Additional  Registrable  Securities to be covered  thereby,
     provided  that if either of such  Registration  Statements  is  subject  to
     review by the SEC staff (x)  solely  as a "plain  English"  or  "screening"
     review, then such effective date shall be within three (3) months following
     the Closing  Date or demand,  as the case may be, and (y) for a regular SEC
     review  (which may  include in part a "plain  English"  review),  then such
     effective date shall be within six (6) months following the Closing Date or
     demand,  as  the  case  may  be  (each  of  the  foregoing   deadlines,   a
     "Registration Date"), (B) after a Registration  Statement has been declared
     effective by the SEC,  sales cannot be made  pursuant to such  Registration
     Statement for any reason (including  without limitation by reason of a stop
     order, or the Company's  failure to update the Registration  Statement) but
     except as excused pursuant to subparagraph (ii) below, (C) the Common Stock
     generally  or  the  Registrable   Securities  (or  Additional   Registrable
     Securities after issuance and registration)  specifically are not listed or
     included for quotation on the Nasdaq  National  Market  System,  the Nasdaq
     Small  Cap  Market,  the New York  Stock  Exchange  or the  American  Stock
     Exchange  (each an  "Approved  Market")  or trading of the Common  Stock is
     suspended  or halted  thereon,  or (D) the  Company  fails,  refuses  or is
     otherwise  unable to timely  issue  Underlying  Shares upon  conversion  of
     Debentures or Warrant  Shares upon exercise of the Warrants,  in accordance
     with the terms of the Debentures and Warrants,  or unlegended  certificates
     as  required  under  the  Agreements,  in each  case  within  ten (10) days
     following the  Purchaser's  written demand for issuance of such  Underlying
     Shares  or  Warrant  Shares or  certificates,  then the  Company  will make
     pro-rata  payments  to the  Purchaser  as  liquidated  damages and not as a
     penalty,  in an amount  equal to 2% of the sum of the  aggregate  principal
     amount then  outstanding  under the  Debentures  for each month (or portion
     thereof)  following  the  Registration  Date during which any of the events
     described  in (A),  (B),  (C) or (D) above  occurs and is  continuing  (the
     "Blackout Period").  Each such payment shall be due and payable within five
     (5)  days of the end of each  month  (or  ending  portion  thereof)  of the
     Blackout Period until the termination of the Blackout Period. Such payments
     shall  be  in  partial  compensation  to  the  Purchasers,  and  shall  not
     constitute the Purchasers'  exclusive remedy for such events.  The Blackout
     Period  shall  terminate  upon  (w)  the  effectiveness  of the  applicable
     Registration  Statement  in the case of (A) and (B) above;  (x)  listing or
     inclusion  and/or trading of the Common Stock on an Approved  Market in the
     case of (C) above;  (y)  delivery  of such shares in the case of (D) above;
     and (z) in the  case  of the  events  described  in (A) or (B)  above,  the
     earlier  termination of the Registration Period (as defined in Section 3(a)
     below).  The  amounts  payable  as  liquidated  damages  pursuant  to  this
     paragraph  shall be  payable,  at the option of the  Purchasers,  in lawful
     money of the United States or in shares of Common Stock at the lower of the
     Conversion Price or Market Price, and amounts payable as liquidated damages
     shall be paid monthly within five (5) business days of the last day of each
     month  following  the   commencement  of  the  Blackout  Period  until  the
     termination of the Blackout Period.  Amounts payable as liquidated  damages
     hereunder  shall  cease  when  a  Purchaser  no  longer  holds  Debentures,
     Warrants,  Registrable Securities or Additional Registrable Securities,  as
     applicable.

(ii) For not more than five (5)  consecutive  trading days or for a total of not
     more than twenty (20)  trading  days in any  consecutive  twelve (12) month
     period,  the  Company  may  delay the  disclosure  of  material  non-public
     information   concerning   the  Company,   by   terminating  or  suspending
     effectiveness  of  any  registration  contemplated  by  this  Section,  the
     disclosure  of which at the time is not,  in the good faith  opinion of the
     Company,  in the  best  interests  of the  Company  (an  "Allowed  Delay");
     provided,  that the Company  shall  promptly (a) notify the  Purchasers  in
     writing of the  existence  of (but in no event,  without the prior  written
     consent of a Purchaser, shall the Company disclose to such Purchaser any of
     the  facts or  circumstances  regarding)  material  non-public  information
     giving rise to an Allowed  Delay,  and (b) advise the Purchasers in writing
     to cease all sales under the  Registration  Statement  until the end of the
     Allowed Delay.

(d)  Underwritten Offering. If any offering pursuant to a Registration Statement
     pursuant to Section  2(a) hereof  involves an  underwritten  offering,  the
     Company shall have the right to select an investment  banker and manager to
     administer  the  offering,  which  investment  banker or  manager  shall be
     reasonably satisfactory to the Purchasers.

3.   Company  Obligations.  The Company  will use its best efforts to effect the
     registration  of the  Registrable  Securities  and  Additional  Registrable
     Securities in accordance  with the terms hereof,  and pursuant  thereto the
     Company will, as expeditiously as possible:

(a)  use its best  efforts  to  cause  such  Registration  Statement  to  become
     effective  and  to  remain   continuously   effective  for  a  period  (the
     "Registration Period") that will terminate upon the earlier of (i) the date
     on which all Registrable  Securities or Additional  Registrable  Securities
     have been sold (and no Debentures or Warrants remain outstanding), (ii) the
     date  on  which  all  Registrable   Securities  or  Additional  Registrable
     Securities, as the case may be, may be sold pursuant to Rule 144(k) (and no
     Debentures or Warrants remain outstanding), and (iii) the fifth anniversary
     of the Closing Date.

(b)  prepare and file with the SEC such amendments and post-effective amendments
     to the  Registration  Statement  and the  Prospectus as may be necessary to
     keep the  Registration  Statement  effective  for the period  specified  in
     Section 3(a) and to comply with the provisions of the 1933 Act and the 1934
     Act with respect to the  distribution  of all  Registrable  Securities  and
     Additional  Registrable  Securities;  provided  that, at a time  reasonably
     prior to the  filing of a  Registration  Statement  or  Prospectus,  or any
     amendments  or  supplements  thereto,  the  Company  will  furnish  to  the
     Purchasers  copies of all documents  proposed to be filed,  which documents
     will be subject to the comments of the Purchasers;

(c)  permit  counsel  designated by the  Purchasers to review each  Registration
     Statement and all  amendments and  supplements  thereto no fewer than seven
     (7)  business  days  prior  to their  filing  with the SEC and not file any
     document to which such counsel reasonably objects;

(d)  furnish to the  Purchasers  and their legal counsel (i) promptly  after the
     same is prepared and publicly distributed,  filed with the SEC, or received
     by the Company,  one copy of any  Registration  Statement and any amendment
     thereto,  each preliminary  prospectus and Prospectus and each amendment or
     supplement thereto,  and each letter written by or on behalf of the Company
     to the SEC or the staff of the SEC,  and each item of  correspondence  from
     the SEC or the staff of the SEC, in each case relating to such Registration
     Statement (other than any portion of any thereof which contains information
     for which the Company  has sought  confidential  treatment),  and (ii) such
     number of copies of a Prospectus,  including a preliminary prospectus,  and
     all amendments  and  supplements  thereto and such other  documents as each
     Purchaser may reasonably  request in order to facilitate the disposition of
     the Registrable  Securities and Additional  Registrable Securities owned by
     such Purchaser;

(e)  in the event the  Company  selects an  underwriter  for the  offering,  the
     Company shall enter into and perform its  reasonable  obligations  under an
     underwriting  agreement,  in usual and customary form,  including,  without
     limitation,  customary indemnification and contribution  obligations,  with
     the underwriter of such offering;

(f)  if required by the  underwriter,  or if any  Purchaser  is described in the
     Registration Statement as an underwriter, the Company shall furnish, on the
     effective date of the Registration  Statement, on the date that Registrable
     Securities  or  Additional  Registrable  Securities,  as  applicable,   are
     delivered  to an  underwriter,  if any,  for  sale in  connection  with the
     Registration  Statement and at periodic  intervals  thereafter from time to
     time on request,  (i) an opinion,  dated as of such date, from  independent
     legal counsel  representing  the Company for purposes of such  Registration
     Statement,  in form,  scope and  substance  as is  customarily  given in an
     underwritten  public  offering,  addressed to the  underwriter and any such
     Purchaser  and  (ii)  a  letter,   dated  such  date,  from  the  Company's
     independent  certified  public  accountants  in form  and  substance  as is
     customarily   given  by  independent   certified   public   accountants  to
     underwriters  in  an  underwritten   public  offering,   addressed  to  the
     underwriter and any such Purchaser;

(g)  make effort to prevent the  issuance of any stop order or other  suspension
     of effectiveness and, if such order is issued, obtain the withdrawal of any
     such order at the earliest possible moment;

(h)  furnish  to  each  Purchaser  at  least  five  copies  of the  Registration
     Statement and any  post-effective  amendment thereto,  including  financial
     statements and schedules by air mail or reputable  courier within three (3)
     business days of the effective date thereof;

(i)  prior to any  public  offering  of  Registrable  Securities  or  Additional
     Registrable  Securities,  use its best  efforts to  register  or qualify or
     cooperate  with the  Purchasers  and their counsel in  connection  with the
     registration or qualification of such Registrable  Securities or Additional
     Registrable  Securities,  as  applicable,  for  offer  and sale  under  the
     securities  or  blue  sky  laws  of  such  jurisdictions  requested  by the
     Purchaser and do any and all other  reasonable acts or things  necessary or
     advisable  to  enable  the  distribution  in  such   jurisdictions  of  the
     Registrable  Securities or Additional Registrable Securities covered by the
     Registration Statement;

(j)  cause all  Registrable  Securities  or  Additional  Registrable  Securities
     covered  by a  Registration  Statement  to be  listed  on  each  securities
     exchange,  interdealer  quotation  system or other market on which  similar
     securities issued by the Company are then listed;

(k)  immediately notify the Purchasers,  at any time when a Prospectus  relating
     to the  Registrable  Securities  or  Additional  Registrable  Securities is
     required to be delivered  under the 1933 Act, upon discovery  that, or upon
     the happening of any event as a result of which, the Prospectus included in
     such  Registration  Statement,  as  then  in  effect,  includes  an  untrue
     statement of a material  fact or omits to state any material  fact required
     to be stated  therein  or  necessary  to make the  statements  therein  not
     misleading  in the light of the  circumstances  then  existing,  and at the
     request of any such holder,  promptly  prepare and furnish to such holder a
     reasonable  number of copies of a  supplement  to or an  amendment  of such
     Prospectus  as may be necessary  so that,  as  thereafter  delivered to the
     purchasers  of  such  Registrable   Securities  or  Additional  Registrable
     Securities,  as  applicable,  such  Prospectus  shall not include 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  not
     misleading in the light of the circumstances then existing; and

(l)  otherwise  use its best  efforts to comply  with all  applicable  rules and
     regulations of the SEC under the 1933 Act and the 1934 Act, take such other
     actions as may be reasonably  necessary to facilitate the  registration  of
     the  Registrable  Securities  and  Additional  Registrable  Securities,  if
     applicable,  hereunder; and make available to its security holders, as soon
     as reasonably  practicable,  but not later than the  Availability  Date (as
     defined below), an earnings  statement covering a period of at least twelve
     months,  beginning after the effective date of each Registration Statement,
     which earnings  statement  shall satisfy the provisions of Section 11(a) of
     the 1933 Act (for the purpose of this subsection 3(l),  "Availability Date"
     means the 45th day  following  the end of the fourth  fiscal  quarter  that
     includes the effective date of such Registration Statement, except that, if
     such fourth  fiscal  quarter is the last  quarter of the  Company's  fiscal
     year,  "Availability  Date" means the 90th day after the end of such fourth
     fiscal quarter).

4.   Due Diligence Review; Information. The Company shall make available, during
     normal business hours,  for inspection and review by the Purchasers who may
     be  deemed  an  underwriter,   advisors  to  and  representatives  of  such
     Purchasers  (who may or may not be affiliated  with the  Purchasers and who
     are   reasonably   acceptable   to  the  Company),   and  any   underwriter
     participating  in  any  disposition  of  Common  Stock  on  behalf  of  the
     Purchasers  pursuant  to  the  Registration   Statement  or  amendments  or
     supplements  thereto or any blue sky, NASD or other  filing,  all financial
     and other  records,  all SEC  Documents and other filings with the SEC, and
     all other  corporate  documents  and  properties  of the  Company as may be
     reasonably  necessary  for the  purpose  of  establishing  a due  diligence
     defense  under  applicable   securities  laws  and  such  other  reasonable
     purposes, and cause the Company's officers, directors and employees, within
     a  reasonable  time  period,  to  supply  all such  information  reasonably
     requested  by  such  Purchasers  or any  such  representative,  advisor  or
     underwriter  in connection  with such  Registration  Statement  (including,
     without  limitation,  in  response  to all  questions  and other  inquiries
     reasonably  made or  submitted  by any of them),  prior to and from time to
     time after the filing and  effectiveness of the Registration  Statement for
     the sole  purpose of enabling  such  Purchasers  and such  representatives,
     advisors and underwriters and their respective accountants and attorneys to
     conduct  initial and ongoing due diligence  with respect to the Company and
     the accuracy of the Registration Statement.

     The  Company  shall not  disclose  material  nonpublic  information  to the
Purchasers, or to advisors to or representatives of the Purchasers, unless prior
to disclosure of such  information the Company  identifies  such  information as
being material nonpublic information and provides the Purchasers,  such advisors
and  representatives  with the  opportunity  to accept or refuse to accept  such
material  nonpublic  information for review.  The Company may, as a condition to
disclosing any material nonpublic information hereunder, require the Purchasers'
advisors  and   representatives  to  enter  into  a  confidentiality   agreement
(including an agreement with such advisors and representatives  prohibiting them
from  trading  in  Common  Stock  during  such  period  of time  as they  are in
possession of material nonpublic information) in form reasonably satisfactory to
the Company and the  Purchasers.  Nothing  herein  shall  require the Company to
disclose material  nonpublic  information to the Purchasers or their advisors or
representatives.

5.   Obligations of the Purchasers.

(a)  Each  Purchaser  shall  furnish in writing to the Company such  information
     regarding  itself,  the  Registrable  Securities or Additional  Registrable
     Securities,  as  applicable,   held  by  it  and  the  intended  method  of
     disposition  of  the  Registrable   Securities  or  Additional  Registrable
     Securities,  as applicable,  held by it, as shall be reasonably required to
     effect  the  registration  of such  Registrable  Securities  or  Additional
     Registrable Securities, as applicable,  and shall execute such documents in
     connection with such registration as the Company may reasonably request. At
     least fifteen (15) business days prior to the first anticipated filing date
     of any Registration  Statement,  the Company shall notify each Purchaser of
     the information the Company  requires from such Purchaser if such Purchaser
     elects to have any of the Registrable  Securities or Additional Registrable
     Securities included in the Registration Statement.

(b)  Each  Purchaser,  by its  acceptance  of  the  Registrable  Securities  and
     Additional  Registrable  Securities,  if any,  agrees to cooperate with the
     Company as  reasonably  requested  by the  Company in  connection  with the
     preparation and filing of a Registration  Statement hereunder,  unless such
     Purchaser  has  notified  the Company in writing of its election to exclude
     all of its Registrable Securities or Additional Registrable Securities,  as
     applicable,  from the  Registration  Statement.  Each  Purchaser  agrees to
     comply with the applicable  prospectus delivery requirements under the 1933
     Act in connection  with any resales of Registrable  Securities  pursuant to
     the Registration Statement.

(c)  In  the  event  the  Company  determines  to  engage  the  services  of  an
     underwriter  which  engagement is reasonably  acceptable to the Purchasers,
     each Purchaser  agrees to enter into and perform its  obligations  under an
     underwriting  agreement,  in usual and customary form,  including,  without
     limitation,  customary indemnification and contribution  obligations,  with
     the managing  underwriter  of such  offering and take such other actions as
     are reasonably required in order to expedite or facilitate the dispositions
     of the  Registrable  Securities or Additional  Registrable  Securities,  as
     applicable.

(d)  Each Purchaser  agrees that, upon receipt of any notice from the Company of
     the  happening of any event  rendering a  Registration  Statement no longer
     effective,  such  Purchaser  will  immediately  discontinue  disposition of
     Registrable Securities or Additional Registrable Securities pursuant to the
     Registration  Statement covering such Registrable  Securities or Additional
     Registrable Securities,  until the Purchaser's receipt of the copies of the
     supplemented  or  amended  prospectus  filed  with  the  SEC  and  declared
     effective and, if so directed by the Company,  the Purchaser  shall deliver
     to the Company (at the expense of the Company) or destroy all copies in the
     Purchaser's   possession  of  the  prospectus   covering  the   Registrable
     Securities or Additional Registrable Securities, as applicable,  current at
     the time of receipt of such notice.

(e)  No Purchaser may participate in any third party  underwritten  registration
     hereunder  unless  it (i)  agrees  to sell the  Registrable  Securities  or
     Additional Registrable Securities,  as applicable, on the basis provided in
     any  underwriting  arrangements in usual and customary form entered into by
     the Company,  (ii)  completes  and executes all  questionnaires,  powers of
     attorney,   indemnities,   underwriting   agreements  and  other  documents
     reasonably required under the terms of such underwriting arrangements,  and
     (iii) agrees to pay its pro rata share of all  underwriting  discounts  and
     commissions  and any  expenses  in excess of those  payable by the  Company
     pursuant to the terms of this Agreement.

6.   Indemnification.

(a)  Indemnification  by  Company.  The  Company  agrees to  indemnify  and hold
     harmless,  to the fullest extent permitted by law, the Purchasers,  each of
     their  officers,  directors,  partners  and  employees  and each person who
     controls  the  Purchasers  (within the meaning of the 1933 Act) against all
     losses, claims, damages, liabilities, costs (including, without limitation,
     reasonable  attorney's  fees) and expenses imposed on such person caused by
     (i) any untrue or alleged untrue  statement of a material fact contained in
     any Registration Statement, Prospectus or any preliminary prospectus or any
     amendment  or  supplement  thereto or any  omission or alleged  omission to
     state therein a material fact required to be stated therein or necessary to
     make the statements therein not misleading,  except insofar as the same are
     based upon any  information  furnished  in  writing to the  Company by such
     Purchasers, expressly for use therein, or (ii) any violation by the Company
     of any federal,  state or common law, rule or regulation  applicable to the
     Company in connection with any  Registration  Statement,  Prospectus or any
     preliminary  prospectus,  or any amendment or supplement thereto, and shall
     reimburse in accordance with  subparagraph (c) below, each of the foregoing
     persons  for any  legal  and any  other  expenses  reasonably  incurred  in
     connection with  investigating or defending any such claims.  The foregoing
     is subject to the  condition  that,  insofar as the  foregoing  indemnities
     relate to any untrue  statement,  alleged  untrue  statement,  omission  or
     alleged  omission made in any preliminary  prospectus or Prospectus that is
     eliminated  or  remedied  in any  Prospectus  or  amendment  or  supplement
     thereto, the above indemnity  obligations of the Company shall not inure to
     the benefit of any indemnified party if a copy of such corrected Prospectus
     or amendment or supplement  thereto had been  provided to such  indemnified
     party  and was not sent or given by such  indemnified  party at or prior to
     the time such action was required of such indemnified party by the 1933 Act
     and if delivery of such Prospectus or amendment or supplement thereto would
     have  eliminated  (or been a sufficient  defense to) any  liability of such
     indemnified  party with respect to such  statement  or omission.  Indemnity
     under this Section 5(a) shall remain in full force and effect regardless of
     any  investigation  made by or on behalf of any indemnified party and shall
     survive the permitted transfer of the Registrable Securities and Additional
     Registrable Securities.

(b)  Indemnification by Holder. In connection with any registration  pursuant to
     the terms of this Agreement,  each Purchaser will furnish to the Company in
     writing such information as the Company reasonably  requests concerning the
     holders of Registrable  Securities and Additional Registrable Securities or
     the  proposed  manner  of  distribution  for  use in  connection  with  any
     Registration Statement or Prospectus and agrees, severally but not jointly,
     to indemnify and hold harmless, to the fullest extent permitted by law, the
     Company, its directors,  officers, employees,  stockholders and each person
     who controls  the Company  (within the meaning of the 1933 Act) against any
     losses,  claims,  damages,  liabilities and expense  (including  reasonable
     attorney's  fees) resulting from any untrue statement of a material fact or
     any omission of a material fact  required to be stated in the  Registration
     Statement  or  Prospectus  or   preliminary   prospectus  or  amendment  or
     supplement  thereto  or  necessary  to  make  the  statements  therein  not
     misleading,  to the  extent,  but  only  to the  extent  that  such  untrue
     statement or omission is contained in any information  furnished in writing
     by  such  Purchaser  to the  Company  specifically  for  inclusion  in such
     Registration Statement or Prospectus or amendment or supplement thereto and
     that such  information  was  substantially  relied  upon by the  Company in
     preparation of the Registration Statement or Prospectus or any amendment or
     supplement  thereto.  In no event shall the  liability  of a  Purchaser  be
     greater  in  amount  than the  dollar  amount of the  proceeds  (net of all
     expenses  paid by such  Purchaser and the amount of any damages such holder
     has otherwise  been  required to pay by reason of such untrue  statement or
     omission)  received  by such  Purchaser  upon the  sale of the  Registrable
     Securities   or   Additional   Registrable   Securities   included  in  the
     Registration Statement giving rise to such indemnification obligation.

(c)  Conduct   of   Indemnification   Proceedings.   Any  person   entitled   to
     indemnification  hereunder shall (i) give prompt notice to the indemnifying
     party of any claim with respect to which it seeks  indemnification and (ii)
     permit  such  indemnifying  party to assume the  defense of such claim with
     counsel reasonably satisfactory to the indemnified party; provided that any
     person entitled to indemnification hereunder shall have the right to employ
     separate  counsel and to participate in the defense of such claim,  but the
     fees and  expenses of such  counsel  shall be at the expense of such person
     unless (a) the indemnifying  party has agreed to pay such fees or expenses,
     or (b) the  indemnifying  party  shall have failed to assume the defense of
     such claim and employ counsel reasonably satisfactory to such person or (c)
     in the reasonable judgment of any such person, based upon written advice of
     its  counsel,  a conflict of interest  exists  between  such person and the
     indemnifying  party with  respect to such  claims  (in which  case,  if the
     person notifies the  indemnifying  party in writing that such person elects
     to employ separate  counsel at the expense of the  indemnifying  party, the
     indemnifying  party  shall not have the right to assume the defense of such
     claim on behalf of such person); and provided, further, that the failure of
     any  indemnified  party to give notice as provided herein shall not relieve
     the indemnifying party of its obligations  hereunder,  except to the extent
     that such  failure to give notice  shall  materially  adversely  affect the
     indemnifying  party in the defense of any such claim or  litigation.  It is
     understood  that the  indemnifying  party shall not, in connection with any
     proceeding in the same jurisdiction, be liable for fees or expenses of more
     than one separate  firm of  attorneys at any time for all such  indemnified
     parties.  No  indemnifying  party  will,  except  with the  consent  of the
     indemnified  party,  consent  to entry of any  judgment  or enter  into any
     settlement  that does not  include as an  unconditional  term  thereof  the
     giving by the claimant or plaintiff to such indemnified  party of a release
     from all liability in respect of such claim or litigation.

(d)  Contribution.  If for any reason the  indemnification  provided  for in the
     preceding  paragraphs (a) and (b) is unavailable to an indemnified party or
     insufficient  to hold  it  harmless,  other  than  as  expressly  specified
     therein, then the indemnifying party shall contribute to the amount paid or
     payable by the indemnified party as a result of such loss, claim, damage or
     liability  in such  proportion  as is  appropriate  to reflect the relative
     fault of the indemnified  party and the indemnifying  party, as well as any
     other  relevant  equitable  considerations.  No person guilty of fraudulent
     misrepresentation within the meaning of Section 11(f) of the 1933 Act shall
     be entitled to  contribution  from any person not guilty of such fraudulent
     misrepresentation.  In no event  shall  the  contribution  obligation  of a
     holder of Registrable  Securities or Additional  Registrable  Securities be
     greater  in  amount  than the  dollar  amount of the  proceeds  (net of all
     expenses  paid by such holder and the amount of any damages such holder has
     otherwise  been required to pay by reason of such untrue or alleged  untrue
     statement or omission or alleged omission)  received by it upon the sale of
     the Registrable Securities or Additional Registrable Securities giving rise
     to such contribution obligation.

7.   Miscellaneous.

(a)  Amendments  and Waivers.  This  Agreement  may be amended only by a writing
     signed by the  parties  hereto.  The  Company  may take any  action  herein
     prohibited,  or omit to perform any act herein  required to be performed by
     it, only if the Company  shall have  obtained  the written  consent to such
     amendment,  action or omission to act, of the  Purchasers  affected by such
     amendment, action or omission to act.

(b)  Notices.  All notices and other  communications  provided  for or permitted
     hereunder  shall  be made  as set  forth  in  Section  9.4 of the  Purchase
     Agreement.

(c)  Assignments and Transfers by Purchasers.  This Agreement and all the rights
     and  obligations of any Purchaser  hereunder may be assigned or transferred
     to any  transferee or assignee of the  Debentures,  Warrants or Registrable
     Securities,  except  as  set  forth  herein.  A  Purchaser  may  make  such
     assignment  or transfer  to any  transferee  or assignee of any  Debenture,
     Warrant,  Registrable  Securities  or  Additional  Registrable  Securities,
     provided that (i) such transfer is made expressly subject to this Agreement
     and  the  transferee  agrees  in  writing  to be  bound  by the  terms  and
     conditions hereof, (ii) the Company is provided with written notice of such
     assignment,  and (iii) such  transfer is to an  affiliate of a Purchaser or
     such transfer is otherwise  approved by the Company (not to be unreasonably
     withheld).

(d)  Assignments  and  Transfers  by the  Company.  This  Agreement  may  not be
     assigned  by  the  Company   without  the  prior  written  consent  of  the
     Purchasers,  but after  notice duly given,  the  Company  shall  assign its
     rights and  delegate  its  duties  hereunder  to any  successor-in-interest
     corporation,  and such  successor-in-interest  shall assume such rights and
     duties,  in the event of a merger or  consolidation  of the Company with or
     into another  corporation  or the sale of all or  substantially  all of the
     Company's  assets  (and  it  shall  be a  condition  to  any  such  merger,
     consolidation or sale that such successor-in-interest assume in writing all
     obligations hereunder).

(e)  Benefits of the Agreement. The terms and conditions of this Agreement shall
     inure  to the  benefit  of and be  binding  upon the  respective  permitted
     successors and assigns of the parties.  Nothing in this Agreement,  express
     or  implied,  is  intended  to confer upon any party other than the parties
     hereto or their  respective  successors  and assigns any rights,  remedies,
     obligations, or liabilities under or by reason of this Agreement, except as
     expressly provided in this Agreement.

(f)  Counterparts.  This Agreement may be executed in two or more  counterparts,
     each of which shall be deemed an original,  but all of which together shall
     constitute one and the same instrument.

(g)  Titles and  Subtitles.  The titles and subtitles used in this Agreement are
     used for  convenience  only and are not to be  considered  in construing or
     interpreting this Agreement.

(h)  Severability.  If one or more  provisions of this  Agreement are held to be
     unenforceable  under  applicable law, such provision shall be excluded from
     this Agreement and the balance of this Agreement shall be interpreted as if
     such provision were so excluded and shall be enforceable in accordance with
     its terms to the fullest extent permitted by law.

(i)  Further Assurances.  The parties shall execute and deliver all such further
     instruments and documents and take all such other actions as may reasonably
     be  required  to carry  out the  transactions  contemplated  hereby  and to
     evidence the fulfillment of the agreements herein contained.

(j)  Entire  Agreement.  This Agreement,  together with the Purchase  Agreement,
     Debentures and Warrants and documents  contemplated thereby, is intended by
     the parties as a final  expression of their  agreement and intended to be a
     complete and exclusive  statement of the agreement and understanding of the
     parties  hereto in respect of the subject  matter  contained  herein.  This
     Agreement,  together with the Purchase  Agreement,  Debentures and Warrants
     and documents  contemplated  thereby,  supersedes all prior  agreements and
     understandings between the parties with respect to such subject matter.

(k)  Applicable  Law.  This  Agreement  shall be governed  by, and  construed in
     accordance  with,  the  laws of the  State of New York  without  regard  to
     principles of conflicts of law.

                            [Signature Page Follows]

<PAGE>

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

                                  THE COMPANY:

                                                     FONAR CORPORATION


                                                     By:/s/
                                                        -----------------------
                                                   Name:
                                                        -----------------------
                                                  Title:
                                                        -----------------------

                                 THE PURCHASER:

                                                     THE TAIL WIND FUND, LTD.


                                                     By:/s/
                                                        -----------------------
                                                   Name:
                                                        -----------------------
                                                  Title:
                                                        -----------------------


                                                     PLACEMENT AGENT:

                                                     ROAN MEYERS INC.

                                                     By:/s/
                                                        -----------------------
                                                   Name:
                                                        -----------------------
                                                  Title:
                                                        -----------------------
</TEXT>
</DOCUMENT>
