REGISTRATION RIGHTS AGREEMENT

                  THIS REGISTRATION  RIGHTS AGREEMENT,  dated as of the 30th day
of  December,  1999,  among the  entities  listed on  Schedule  A  (collectively
referred  to  as  the  "Investors"  and  along  with  the  Placement  Agent  (as
hereinafter  defined)  also  referred to as the  "Holders")  located at 760 U.S.
Highway  One,  Suite  206  North  Palm  Beach,  Florida  33408,  and  OBJECTSOFT
CORPORATION, a corporation incorporated under the laws of the State of Delaware,
having its principal place of business at Continental  Plaza III, 433 Hackensack
Avenue, Hackensack, New Jersey 07601 (the "Company").

                  WHEREAS, the Investors are purchasing from the Company and the
Company  is issuing  and  selling to the  Investors,  pursuant  to the terms and
conditions of a 6% Series G Convertible  Preferred Stock Subscription  Agreement
dated as of the date  hereof  (the  "Agreement"),  an  aggregate  value of up to
$2,500,000 of Series G Preferred  Stock and Warrants to purchase common stock of
the Company ("Common Stock");

                  WHEREAS,  Under the Agreement,  the Company shall issue to the
Placement Agent (as defined in the Agreement),  in return for services  rendered
(in  addition  to other  fees set forth in the  Agreement):  (i) that  number of
shares  of  Preferred  Stock  equal to six  percent  of the  number of shares of
Preferred  Stock  issued to the  Investors  and (ii)  Warrants  to  purchase  an
aggregate of up to 62,500 shares of Common Stock; and

                  WHEREAS,  the  Company  desires  to grant to the  Holders  the
registration  rights set forth herein with respect to the shares of Common Stock
underlying the Series G Preferred Stock (the "Underlying  Shares") and shares of
Common  Stock  underlying  the Warrants  (the  "Warrant  Shares")  (collectively
hereinafter  referred to as the "Stock" or "Securities"  of the Company),  which
shall not include the  Preferred  Stock.  All  capitalized  terms not  otherwise
defined  herein  shall  have  those  meanings  ascribed  to  such  terms  in the
Agreement.

                  NOW, THEREFORE, the parties hereto mutually agree as follows:

                  Section 1.  Registrable  Securities.  As used  herein the term
"Registrable  Security"  means any of the Underlying  Shares and Warrant Shares;
provided,  however,  that with respect to any particular  Registrable  Security,
such security  shall cease to be a Registrable  Security when, as of the date of
determination,  (i) it has been  effectively  registered  for  resale  under the
Securities  Act of 1933,  as amended  (the  "Securities  Act") and  disposed  of
pursuant  thereto,  (ii)  registration  under  the  Securities  Act is no longer
required for the immediate  public  distribution of such security as a result of
the provisions of Rule 144 with no limitations  promulgated under


                                      -1-
<PAGE>

the  Securities  Act,  or  (iii)  it has  ceased  to be  outstanding.  The  term
"Registrable  Securities" means any and/or all of the securities  falling within
the  foregoing  definition  of a  "Registrable  Security."  In the  event of any
merger,  reorganization,  consolidation,  recapitalization  or other  change  in
corporate structure affecting the Common Stock, such adjustment shall be made in
the definition of  "Registrable  Security" as is appropriate in order to prevent
any dilution or enlargement of the rights granted pursuant to this Section 1.

                  Section 2. Restrictions on Transfer.  The Holders  acknowledge
and  understand  that prior to the  registration  of the  Securities as provided
herein,  the  Securities  are  "restricted  securities"  as  defined in Rule 144
promulgated under the Securities Act. The Holders understand that no disposition
or transfer of the  Securities  may be made by the Holders in the absence of (i)
an opinion of counsel to the Holders  reasonably  acceptable to the Company that
such transfer may be made without  registration under the Securities Act or (ii)
such registration.

                  Section 3.  Registration Rights.

                  (a) The Company  agrees that it will prepare and file with the
Securities  and Exchange  Commission  ("Commission"),  no later than thirty days
after the Subscription Date, a registration  statement on Form S-3 or other form
under the Securities Act (the "Registration Statement"),  at the sole expense of
the  Company  (except as  provided in Section  3(c)  hereof),  in respect of all
holders of Registrable  Securities,  initially  registering  at least  2,276,500
shares of Common Stock (the "Initial Number of Registered Shares").

                  The  Company  shall use its  reasonable  efforts  to cause the
Registration   Statement  to  become  effective  within  ninety  days  from  the
Subscription  Date.  In the event the  Commission  prohibits  the  Company  from
registering  the  number of shares  of  Common  Stock as set forth  above in the
Registration Statement, the Company will either amend the Registration Statement
or file other Registration Statements for the purpose of registering that number
of shares of Common Stock  necessary  pursuant to the terms of the Agreement and
this Registration Rights Agreement.

                  (b)  The  Company  will  maintain  the  effectiveness  of  any
Registration  Statement or  post-effective  amendment filed under this Section 3
under  the  Securities  Act until  the  earlier  of (i) the date that all of the
Registrable  Securities have been sold pursuant to the  Registration  Statement,
(ii) the date the holders  thereof receive an opinion of counsel that all of the
Registrable  Securities  may be sold  under the  provisions  of Rule 144 with no
limitations or (iii) five and one-half years after the Subscription Date. In the
event that the Initial  Number of  Registered  Shares shall be  insufficient  to
cover all  Registrable  Securities,  the Company shall file with the  Commission
such other  Registration  Statement(s)  necessary  to register  any  Registrable
Securities then outstanding or reasonably  expected to be issued which shall not
have been registered.


                                      -2-
<PAGE>

                  (c) All fees,  disbursements  and  out-of-pocket  expenses and
costs incurred by the Company in connection  with the  preparation and filing of
the  Registration  Statement  under  subparagraph  3(a)  and in  complying  with
applicable   securities  and  Blue  Sky  laws  (including  without   limitation,
reasonable  attorneys' fees thereof) shall be borne by the Company.  The Holders
shall  bear  the  cost  of  underwriting  discounts  and  commissions,  if  any,
applicable  to the  Registrable  Securities  being  registered  and the fees and
expenses of its counsel.  The Company  shall qualify any of the  securities  for
sale in such  states as such  Holders  reasonably  designate  and shall  furnish
indemnification in the manner provided in Section 6 hereof. However, the Company
shall not be  required to qualify  any of the  securities  for sale in any state
which will require an escrow or other restriction relating to the Company and/or
the  sellers.  The Company at its expense will supply the Holders with copies of
the  Registration  Statement and the  prospectus or offering  circular  included
therein and other  related  documents in such  quantities  as may be  reasonably
requested by the Holders.

                  (d) The Company  shall not be  required  by this  Section 3 to
include a Holder's Registrable Securities in any Registration Statement which is
to be filed if, in the opinion of counsel for all of the Holders and the Company
(or,  should they not agree,  in the opinion of another  counsel  experienced in
securities  law matters  acceptable  to counsel for the Holders and the Company)
the  proposed  offering  or other  transfer  as to which  such  registration  is
requested is exempt from applicable  federal and state securities laws and would
result  in all  Investors  or  transferees  obtaining  securities  which are not
"restricted  securities"  as defined in Rule 144 with no  limitations  under the
Securities Act.

                  (e) In the event the Registration Statement to be filed by the
Company  pursuant to Section 3(a) above is not filed with the Commission  within
thirty days from the Subscription Date and/or the Registration  Statement is not
declared effective by the Commission within one hundred and twenty days from the
Subscription  Date,  then the Company  will pay to the  Holders  (pro rated on a
daily basis) in cash upon demand by the Holders,  as liquidated damages for such
failure  and not as a penalty,  two  percent of the  Purchase  Price of the then
outstanding  Securities  for  every  thirty  day  period  thereafter  until  the
Registration Statement has been filed and/or declared effective,  provided that,
such demand is made by the Holders in writing  within ninety days of the date on
which the Company becomes liable for such liquidated  damages in accordance with
this Section 3(e).  Such payment of the liquidated  damages shall be made to the
Holders in cash promptly upon demand, provided however, that the payment of such
liquidated  damages  shall not  relieve  the  Company  from its  obligations  to
register the Securities pursuant to this Section. The aforementioned  liquidated
damages  shall  cease to  accrue  one year  after the  Subscription  Date on the
condition  that the  Holders  may rely on Rule 144 with no  limitations  for the
resale of all of the Securities then held by the Holders.

                  If the  Company  does not remit the  damages to the Holders as
set  forth  above,  the  Company  will  pay the  Holders'  reasonable  costs  of
collection,  including reasonable attorneys' fees, in addition to the liquidated
damages. The registration of the Securities pursuant to this


                                      -3-
<PAGE>

provision  shall not affect or limit  Holders'  other  rights or remedies as set
forth in this Registration Rights Agreement.

                  (f) No provision  contained  herein shall preclude the Company
from selling  securities  pursuant to any Registration  Statement in which it is
required to include Registrable Securities pursuant to this Section 3.

                  (g) If at any time or from time to time after the Subscription
Date,  the  Company  notifies  the  Holders  in writing  of the  existence  of a
Potential  Material Event (as defined in Section 3(h) below),  the Holders shall
not offer or sell any Registrable  Securities or engage in any other transaction
involving or relating to Registrable Securities,  from the time of the giving of
notice with  respect to a Potential  Material  Event until such Holder  receives
written  notice from the Company that such  Potential  Material Event either has
been  disclosed  to the public or no longer  constitutes  a  Potential  Material
Event; provided,  however, that the Company may not so suspend the right to such
holders of  Securities  for more than one  twenty  day  period in the  aggregate
during any twelve month period, during the periods the Registration Statement is
required to be in effect. If a Potential Material Event shall occur prior to the
date the Registration  Statement is filed, then the Company's obligation to file
the  Registration  Statement  shall be delayed without penalty for not more than
twenty days.  The Company  must give each Holder  notice in writing at least two
business days prior to the first day of the blackout period.

                  (h) "Potential Material Event" means any of the following: (a)
the  possession by the Company of material  information  not for disclosure in a
registration  statement;  or (b) any  material  engagement  or  activity  by the
Company  which would be  adversely  affected  by  disclosure  in a  registration
statement at such time,  that the  Registration  Statement  would be  materially
misleading absent the inclusion of such information.

                  (i) If the Company  receives  notice from the SEC that the SEC
shall  not  review  the  Registration  Statement,  the  Company  will  cause the
Registration Statement to be declared effective no later than five calendar days
thereafter.

                  Section 4.  Cooperation  with Company.  Holders will cooperate
with the Company in all respects in  connection  with this  Registration  Rights
Agreement,  including timely supplying all information  reasonably  requested by
the Company and executing and  returning all documents  reasonably  requested in
connection with the registration and sale of the Registrable Securities.

                  Section  5.  Registration  Procedures.  If  and  whenever  the
Company  is  required  by any of the  provisions  of  this  Registration  Rights
Agreement to effect the registration of any of the Registrable  Securities under
the  Securities  Act, the Company  shall  (except as otherwise  provided in this
Registration Rights Agreement), as expeditiously as possible:


                                      -4-
<PAGE>

                  (a) prepare and file with the Commission  such  amendments and
supplements to the Registration  Statement and the prospectus used in connection
therewith as may be necessary to keep such registration  statement effective and
to comply with the  provisions of the Securities Act with respect to the sale or
other  disposition  of all  securities  covered by such  registration  statement
whenever the Holder of such securities shall desire to sell or otherwise dispose
of the same  (including  prospectus  supplements  with  respect  to the sales of
securities  from  time to  time  in  connection  with a  registration  statement
pursuant to Rule 415 promulgated under the Act);

                  (b) furnish to each Holder such numbers of copies of a summary
prospectus  or other  prospectus,  including  a  preliminary  prospectus  or any
amendment or supplement to any prospectus,  in conformity with the  requirements
of the Securities Act, and such other  documents,  as such Holder may reasonably
request in order to  facilitate  the  public  sale or other  disposition  of the
securities owned by such Holder;

                  (c)  register  and  qualify  the  securities  covered  by  the
Registration  Statement  under  such other  securities  or blue sky laws of such
jurisdictions  as  the  Holders  shall   reasonably   request  (subject  to  the
limitations set forth in Section 3(c) above),  and do any and all other acts and
things which may be  necessary or advisable to enable each Holder to  consummate
the public sale or other  disposition  in such  jurisdiction  of the  securities
owned by such Holder,  except that the Company shall not for any such purpose be
required to qualify to do business as a foreign  corporation in any jurisdiction
wherein it is not so qualified or to file therein any general consent to service
of process;

                  (d) list such  securities  on the  NASDAQ  SmallCap  Market or
other  national  securities  exchange on which any securities of the Company are
then listed if the listing of such  securities is then permitted under the rules
of such exchange or NASDAQ; and

                  (e) notify each Holder of  Registrable  Securities  covered by
the  Registration  Statement,  at any time when a  prospectus  relating  thereto
covered by the  Registration  Statement  is required to be  delivered  under the
Securities  Act, of the  happening  of any event of which it has  knowledge as a
result of which the prospectus included in the Registration  Statement,  as then
in effect,  includes an untrue  statement of a material fact or omits 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.

                  Section 6.  Indemnification.

                  (a) The Company  agrees to  indemnify  and hold  harmless  the
Holders,  each and  every  officer,  director,  affiliate  and  employee  of the
Holders, and each person, if any, who controls each Holder within the meaning of
the Securities Act and each officer, director,  affiliate or employee of each of
the Holders  ("Distributing  Holder")  against any  losses,  claims,  damages or
liabilities,   joint  or  several  (which  shall,   for  all  purposes  of  this
Registration  Rights  Agreement,


                                      -5-
<PAGE>

include,  but not be limited to, all costs of defense and  investigation and all
reasonable attorneys' fees thereof), to which the Distributing Holder may become
subject, under the Securities Act or otherwise,  insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue  statement or alleged  untrue  statement  of any  material  fact
contained in the Registration  Statement, or any related preliminary prospectus,
final  prospectus,  offering  circular,  notification or amendment or supplement
thereto,  or arise out of or are based upon the omission or alleged  omission to
state therein a material fact required to be stated therein or necessary to make
the statements  therein not misleading;  provided however,  that the Company (i)
will not be liable in any such case to the  extent  that any such  loss,  claim,
damage  or  liability  arises  out of or is based  upon an untrue  statement  or
alleged  untrue   statement  or  omission  or  alleged   omission  made  in  the
Registration  Statement,  preliminary  prospectus,  final  prospectus,  offering
circular,  notification or amendment or supplement thereto in reliance upon, and
in  conformity  with,  written  information  furnished  to  the  Company  by the
Distributing  Holder specifically for use in the preparation  thereof,  and (ii)
will not be required to pay any amounts paid in settlement  of any loss,  claim,
damage or liability if such  settlement  is effected  without the consent of the
Company,  which consent shall not be  unreasonably  withheld.  This Section 6(a)
shall not inure to the benefit of any  Distributing  Holder with  respect to any
person  asserting  such loss,  claim,  damage or  liability  who  purchased  the
Registrable  Securities which are the subject thereof if the Distributing Holder
failed  to send or give (in  violation  of the  Securities  Act or the rules and
regulations  promulgated  thereunder) a copy of the prospectus contained in such
Registration Statement to such person at or prior to the written confirmation of
such person of the sale of such Registrable  Securities,  where the Distributing
Holder  was  obligated  to do so  under  the  Securities  Act or the  rules  and
regulations promulgated thereunder. This indemnity provision will be in addition
to any liability which the Company may otherwise have.

                  (b) Each  Distributing  Holder  agrees that it will  severally
(and not jointly)  indemnify  and hold  harmless the Company,  and each officer,
director,  affiliate and employee of the Company or person, if any, who controls
the  Company  within the  meaning of the  Securities  Act,  against  any losses,
claims,   damages  or  liabilities  (which  shall,  for  all  purposes  of  this
Registration  Rights  Agreement,  include,  but not be limited  to, all costs of
defense and investigation  and all reasonable  attorneys' fees thereof) to which
the Company or any such officer,  director,  affiliate,  employee or controlling
person may become subject under the Securities Act or otherwise, insofar as such
losses claims,  damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue  statement  or alleged  untrue  statement of any
material  fact  contained  in  the  Registration   Statement,   or  any  related
preliminary  prospectus,  final prospectus,  offering circular,  notification or
amendment or supplement  thereto, or arise out of or are based upon the omission
or the alleged  omission to state  therein a material fact required to be stated
therein or necessary to make the statements therein not misleading,  but in each
case only to the extent that such untrue  statement or alleged untrue  statement
or  omission  or  alleged  omission  was  made  in the  Registration  Statement,
preliminary  prospectus,  final prospectus,  offering circular,  notification or
amendment  or  supplement  thereto in reliance  upon,  and in  conformity  with,
information  furnished to the Company by such Distributing Holder,


                                      -6-
<PAGE>

specifically for use in the preparation  thereof.  This indemnity provision will
be in addition to any  liability  which the  Distributing  Holder may  otherwise
have.

                  (c) Promptly after receipt by an indemnified  party under this
Section 6 of notice of the commencement of any action,  such  indemnified  party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 6, notify the indemnifying party of the commencement thereof;
but the  omission  so to notify  the  indemnifying  party will not  relieve  the
indemnifying party from any liability which it may have to any indemnified party
otherwise than as to the  particular  item as to which  indemnification  is then
being  sought  solely  pursuant  to this  Section 6. In case any such  action is
brought against any indemnified party, and it notifies the indemnifying party of
the commencement thereof, the indemnifying party will be entitled to participate
in,  and, to the extent that it may wish,  jointly  with any other  indemnifying
party similarly notified,  assume the defense thereof, subject to the provisions
stated herein and after notice from the  indemnifying  party to such indemnified
party of its election so to assume the defense thereof,  the indemnifying  party
will not be liable to such indemnified  party under this Section 6 for any legal
or other expenses  subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable  costs of  investigation,  unless
the indemnifying party shall not pursue the action to its final conclusion.  The
indemnified  party shall have the right to employ  separate  counsel in any such
action and to participate in the defense  thereof,  but the fees and expenses of
such  counsel  shall  not be at the  expense  of the  indemnifying  party if the
indemnifying party has assumed the defense of the action with counsel reasonably
satisfactory to the indemnified  party;  provided that, if the indemnified party
is the  Distributing  Holder,  the fees and expenses of such counsel shall be at
the expense of the  indemnifying  party if the named  parties to any such action
(including any impleaded  parties) include both the Distributing  Holder and the
indemnifying  party and the Distributing  Holder shall have been advised by such
counsel  that  there  may  be  one  or  more  legal  defenses  available  to the
indemnifying  party  different from or in conflict with any legal defenses which
may be  available  to the  Distributing  Holder (in which case the  indemnifying
party shall not have the right to assume the defense of such action on behalf of
the Distributing  Holder,  it being understood,  however,  that the indemnifying
party  shall,   in  connection   with  any  one  such  action  or  separate  but
substantially similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances, be liable only for the reasonable
fees and expenses of one  separate  firm of  attorneys  for the all  indemnified
parties,  which firm shall be designated in writing by the indemnified parties).
No settlement of any action against an  indemnified  party shall be made without
the prior written consent of the indemnified  party,  which consent shall not be
unreasonably withheld.

                  Section  7.  Contribution.  In order to  provide  for just and
equitable  contribution  under the  Securities  Act in any case in which (i) the
indemnified party makes a claim for indemnification pursuant to Section 6 hereof
but is judicially  determined  (by the entry of a final  judgment or decree by a
court of  competent  jurisdiction  and the  expiration  of time to appeal or the
denial  of the last  right  of  appeal)  that  such  indemnification  may not be
enforced in such case  notwithstanding  the fact that the express  provisions of
Section 6 hereof provide for


                                      -7-
<PAGE>

indemnification  in such case or (ii) contribution  under the Securities Act may
be  required  on the part of any  indemnified  party,  then the  Company and the
applicable Distributing Holder shall contribute to the aggregate losses, claims,
damages  or  liabilities  to which  they may be subject  (which  shall,  for all
purposes of this Registration Rights Agreement,  include, but not be limited to,
all costs of  defense  and  investigation  and all  reasonable  attorneys'  fees
thereof),  in either such case (after  contribution from others) on the basis of
relative  fault as well as any  other  relevant  equitable  considerations.  The
relative fault shall be determined by reference to, among other things,  whether
the untrue or alleged  untrue  statement  of a material  fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company on the one hand or the applicable Distributing Holder on the other hand,
and  the  parties'  relative  intent,  knowledge,   access  to  information  and
opportunity  to correct or prevent such  statement or omission.  The Company and
the  Distributing  Holder  agree  that it  would  not be just and  equitable  if
contribution  pursuant to this Section 7 were  determined by pro rata allocation
or by any  other  method  of  allocation  which  does  not take  account  of the
equitable  considerations  referred  to in this  Section 7. The  amount  paid or
payable by an indemnified  party as a result of the losses,  claims,  damages or
liabilities (or actions in respect thereof)  referred to above in this Section 7
shall be deemed to include any legal or other  expenses  reasonably  incurred by
such  indemnified  party in connection with  investigating or defending any such
action or claim.  No person guilty of fraudulent  misrepresentation  (within the
meaning  of  Section  11(f)  of  the  Securities   Act)  shall  be  entitled  to
contribution   from  any  person   who  was  not   guilty  of  such   fraudulent
misrepresentation.

                  Section 8. Notices. All notices, demands, requests,  consents,
approvals,  and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein,  shall be (i) personally served,
(ii) deposited in the mail,  registered or certified,  return receipt requested,
postage  prepaid,  (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other  address as such party shall have  specified
most recently by written notice. Any notice or other  communication  required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or  delivery  by  facsimile,   with  accurate  confirmation   generated  by  the
transmitting  facsimile  machine,  at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received),  or the first  business day following  such delivery (if delivered
other than on a business day during normal  business  hours where such notice is
to be received) or (b) on the second  business day following the date of mailing
by reputable courier service, fully prepaid,  addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur.  The addresses for
such communications shall be:

                  If to the Company:

                           ObjectSoft Corporation
                           Continental Plaza III
                           433 Hackensack Avenue


                                      -8-
<PAGE>

                           Hackensack, New Jersey  07601
                           Attention: Mr. David E. Y. Sarna, Chairman
                           Telephone: (800) 816-8171
                           Facsimile No.:  (201) 343-0056

                  with a copy to:

                           Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                           New York, New York  10036
                           Attention:  Melvin Weinberg, Esq.
                           Telephone: (212) 704-6000
                           Facsimile No.: (212) 704-6288

                           After January 28, 2000:
                           Parker Chapin, LLP
                           405 Lexington Ave
                           New York, NY 10174

                  If to the  Investors at the  addresses set forth on Schedule A
attached hereto.

                  Either  party  hereto may from time to time change its address
or facsimile  number for notices under this Section by giving at least ten days'
prior written  notice of such changed  address or facsimile  number to the other
party hereto.

                  Section 9. Assignment.  This Registration  Rights Agreement is
binding  upon  and  inures  to the  benefit  of the  parties  hereto  and  their
respective  heirs,  successors  and permitted  assigns.  The rights  granted the
Holders under this  Registration  Rights Agreement shall not be assigned without
the written  consent of the Company,  which consent  shall not be  unnecessarily
withheld.  In  the  event  of a  transfer  of  the  rights  granted  under  this
Registration  Rights  Agreement,  the Holders agree that the Company may require
that the  transferee  comply with  reasonable  conditions  as  determined in the
discretion of the Company.

                  Section  10.   Counterparts;   Facsimile;   Amendments.   This
Registration Rights Agreement may be executed in multiple counterparts,  each of
which may be  executed by less than all of the parties and shall be deemed to be
an original  instrument which shall be enforceable  against the parties actually
executing such  counterparts  and all of which together shall constitute one and
the same instrument.  Except as otherwise stated herein, in lieu of the original
documents,  a facsimile  transmission or copy of the original documents shall be
as effective and enforceable as the original. This Registration Rights Agreement
may be amended  only by a writing  executed  by the  Company  and a majority  in
interest of the Investors.


                                      -9-
<PAGE>

                  Section 11.  Termination of  Registration  Rights.  The rights
granted  pursuant to this  Registration  Rights  Agreement shall terminate as to
each Holder (and permitted  transferees or assignees) upon the occurrence of any
of the following:

                  (a) all  Holder's  Securities  subject  to  this  Registration
Rights Agreement have been registered;

                  (b)  all  of  such   Holder's   Securities   subject  to  this
Registration Rights Agreement may be sold without such registration  pursuant to
Rule 144 with no  limitations  promulgated by the SEC pursuant to the Securities
Act without any restrictions; or

                  (c)  all  of  such   Holder's   Securities   subject  to  this
Registration Rights Agreement can be sold pursuant to Rule 144(k).

                  Section 12. Headings. The headings in this Registration Rights
Agreement  are for  reference  purposes only and shall not affect in any way the
meaning or interpretation of this Registration Rights Agreement.

                  Section  13.   Governing  Law;   Venue;   Jurisdiction.   This
Registration Rights Agreement shall be construed and enforced in accordance with
and  governed by the laws of the State of New York,  except for matters  arising
under the Securities Act, without reference to principles of conflicts or choice
of law thereof.  Each of the parties  consents to the  jurisdiction  of the U.S.
District Court sitting in the Southern  District of the State of New York or the
state courts of the State of New York sitting in  Manhattan in  connection  with
any dispute arising under this Registration  Rights Agreement and hereby waives,
to the maximum extent  permitted by law, any objection,  including any objection
based on forum non  conveniens,  to the bringing of any such  proceeding in such
jurisdictions.   Each  party  hereby  agrees  that  if  another  party  to  this
Registration   Rights  Agreement  obtains  a  judgment  against  it  in  such  a
proceeding,  the party which  obtained such judgment may enforce same by summary
judgment in the courts of any country having jurisdiction over the party against
whom such  judgment  was  obtained,  and each party  hereby  waives any defenses
available  to it  under  local  law  and  agrees  to the  enforcement  of such a
judgment.  Each party to this Registration Rights Agreement irrevocably consents
to the  service  of  process  in any such  proceeding  by the  mailing of copies
thereof by registered or certified mail,  postage prepaid,  to such party at its
address set forth herein.  Nothing herein shall affect the right of any party to
serve process in any other manner  permitted by law. Each party waives its right
to a trial by jury.

                  Section   14.   Severability.   If  any   provision   of  this
Registration   Rights  Agreement  shall  for  any  reason  be  held  invalid  or
unenforceable,  such invalidity or  unenforceability  shall not affect any other
provision hereof and this Registration Rights Agreement shall be construed as if
such invalid or unenforceable provision had never been contained herein.


                                      -10-
<PAGE>

                  Section  15.  Entire  Agreement.   This  Registration   Rights
Agreement,  together with all  documents  referenced  herein,  embody the entire
agreement  and  understanding  between  the parties  hereto with  respect to the
subject matter hereof and  supersedes  all prior oral or written  agreements and
understandings   relating  to  the  subject   matter   hereof.   No   statement,
representation,  warranty,  covenant or agreement of any kind not  expressly set
forth  in  this  Registration  Rights  Agreement  shall  affect,  or be  used to
interpret,  change  or  restrict,  the  express  terms  and  provisions  of this
Registration Rights Agreement.




                                      -11-
<PAGE>


         IN WITNESS  WHEREOF,  the parties hereto have caused this  Registration
Rights Agreement to be executed by the  undersigned,  thereunto duly authorized,
as of the date first set forth above.


                                             OBJECTSOFT CORPORATION

                                             By: /s/ David E. Y. Sarna
                                                -------------------------------
                                                 Name:
                                                 Title: