DUALSTAR TECHNOLOGIES CORPORATION
REGISTRATION RIGHTS AGREEMENT
November 8, 2000
DSTR Warrant Co., LLC
450 Park Avenue, 28th Floor
New York, New York 10022
Technology Investors Group, L.L.C.
25 Coligni Avenue
New Rochelle, New York 10801
Gentlemen:
DualStar Technologies Corporation, a Delaware corporation (the "Company"), proposes to issue and sell to
Madeleine, L.L.C. ("Madeleine"), and Madeleine proposes to purchase and accept from the Company, upon the
terms set forth in the Securities Purchase Agreement of even date herewith (the "Purchase Agreement"), an
amended and restated promissory note (the "Note") in an aggregate principal amount of up to $20,000,000
(subject to the satisfaction of the terms and conditions set forth in the Purchase Agreement), and in connection
therewith, Madeleine's affiliate DSTR Warrant Co., LLC (the "Investor") will receive certain Class E Warrants of
the Company (the "Warrants") which are exercisable for shares of Common Stock, par value $.01 per share (the
"Warrant Shares"), at the option of the Investor at any time following the date of original issuance of the Warrants
at the exercise price set forth in the Warrants, as adjusted from time to time pursuant to the terms and conditions
of the Warrants. In addition, it is contemplated that, pursuant to a Strategic Alliance Agreement or otherwise, the
Investor and/or its affiliates may receive additional shares of Common Stock, par value $.01 per share (or
warrants or other rights exercisable for or convertible into additional shares of such Common Stock) in exchange
for granting certain access rights to the Company or its affiliates (the "Access Rights Shares" and, together with
the Warrants and the Warrant Shares, the "Securities"). In addition, Technology Investor Group, Inc. ("TIG")
holds certain shares of Common Stock of the Company and may also acquire Warrant Shares from the
Company (collectively, "TIG Shares"). As an inducement to the Investor and TIG to consummate the transactions
contemp