REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into as of this 12th day of December, 2005, by and between ARADYME
CORPORATION, a Delaware corporation (the "Company"), and EAGLE ROCK CAPITAL,
LLC, a Utah limited liability company (the "Investor"), who are the parties to
the Stock Purchase Agreement by and between the Company and the Investor (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:

         "Affiliate" means, with respect to any Person, any other Person that
directly or indirectly controls, is controlled by, or is under common control
with, such Person.

         "Business Day" means a day, other than a Saturday or Sunday, on which
banks in New York City are open for the general transaction of business.

         "Closing Date" as defined in the Purchase Agreement.

         "Common Stock" shall mean the Company's common stock, par value $0.001
per share, and any securities into which such shares may hereinafter be
reclassified.

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

         "Investor" shall mean the Investor identified in the Purchase Agreement
and any Affiliate or permitted transferee of the Investor that is a subsequent
holder of any Warrants or Registrable Securities acquired pursuant to the
Purchase Agreement.

         "Person" means an individual, corporation, partnership, limited
liability company, trust, business trust, association, joint stock company,
joint venture, sole proprietorship, unincorporated organization, governmental
authority, or any other form of entity not specifically listed herein.

         "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
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.

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

         "Registrable Securities" shall mean the shares of Common Stock issued
pursuant to the Purchase Agreement, and the shares of Common Stock issuable upon
the exercise of the Warrants, if any, and any other securities issued or
issuable with respect to or in exchange for Registrable Securities, and any
other shares of the Company's Common Stock held by the Investor, its Affiliates,
or other Persons identified by Investor within 10 days of the Closing Date, or
issuable upon the exercise of options or warrants held by the Investor or its

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Affiliates, all as of the Closing Date; provided, that a security shall cease to
be a Registrable Security upon (a) sale pursuant to a Registration Statement or
Rule 144 under the Securities Act, or (b) such security becoming eligible for
sale by the Investor pursuant to Rule 144(k).

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

         "SEC" means the United States Securities and Exchange Commission.

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

         "Warrants" means the warrants to purchase shares of Common Stock issued
to the Investor pursuant to the Purchase Agreement, the form of which is
attached to the Purchase Agreement as Exhibit A.

         "Warrant Shares" means the shares of Common Stock issuable upon the
exercise of the Warrants.

         2. Registration.

                  (a) Registration Statements. On or before February 10, 2006,
         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 Investor's consent), covering the resale of the Registrable
         Securities in an amount at least equal to the number of shares of
         Common Stock necessary to permit the exercise in full of the Warrants.
         Such Registration Statement also shall cover, to the extent allowable
         under the Securities 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. The
         Registration Statement (and each amendment or supplement thereto, and
         each request for acceleration of effectiveness thereof) shall be
         provided in accordance with Section 3(c) to the Investor and its
         counsel prior to its filing or other submission. If a Registration
         Statement covering the Registrable Securities is not filed with the SEC
         on or prior to February 10, 2006, the Company will make pro rata
         payments to the Investor, as liquidated damages and not as a penalty,
         in an amount equal to 1.0% of the aggregate amount invested by the
         Investor under the Purchase Agreement prior to that date for each
         30-day period or pro rata for any portion thereof following the date by
         which such Registration Statement should have been filed for which no
         Registration Statement is filed with respect to the Registrable
         Securities. Such payments shall be in partial compensation to the
         Investor and shall not constitute the Investor's exclusive remedy for
         such events. Such payments shall be made to the Investor in cash.

                  (b) Expenses. The Company will pay all expenses associated
         with each registration, including filing and printing fees, counsel and
         accounting fees and expenses, costs associated with clearing the
         Registrable Securities for sale under applicable state securities laws,
         listing fees, fees and expenses of one counsel to the Investor and the
         Investor's reasonable expenses in connection with the registration, but
         excluding discounts, commissions, fees of underwriters, selling
         brokers, dealer managers, or similar securities industry professionals
         with respect to the Registrable Securities being sold.

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                  (c) Effectiveness.

                           (i) The Company shall use commercially reasonable
                  efforts to have the Registration Statement declared effective
                  as soon as practicable. The Company shall notify the Investor
                  by facsimile or e-mail as promptly as practicable, and in any
                  event, within 24 hours, after any Registration Statement is
                  declared effective and shall simultaneously provide the
                  Investor with copies of any related Prospectus to be used in
                  connection with the sale or other disposition of the
                  securities covered thereby. If (1) a Registration Statement
                  covering the Registrable Securities is not declared effective
                  by the SEC within 90 days after the Registration Statement is
                  filed with SEC, or (2) after a Registration Statement has been
                  declared effective by the SEC, sales cannot be made pursuant
                  to such Registration Statement for any reason (including by
                  reason of a stop order or the Company's failure to update the
                  Registration Statement), but excluding the inability of the
                  Investor to sell the Registrable Securities covered thereby
                  due to market conditions and except as excused pursuant to
                  subsection (ii) below, then the Company will make pro rata
                  payments to the Investor, as liquidated damages and not as a
                  penalty, in an amount equal to 1.0% of the aggregate amount
                  invested by the Investor under the Purchase Agreement prior to
                  that date for each 30-day period or pro rata for any portion
                  thereof following the date by which such Registration
                  Statement should have been effective (the "Blackout Period").
                  Such payments shall be in partial compensation to the
                  Investor, and shall not constitute the Investor's exclusive
                  remedy for such events. The amounts payable as liquidated
                  damages pursuant to this subsection shall be paid monthly
                  within three Business Days of the last day of each month
                  following the commencement of the Blackout Period until the
                  termination of the Blackout Period. Such payments shall be
                  made to the Investor in cash.

                           (ii) For not more than 20 consecutive days or for a
                  total of not more than 45 days in any 12-month period, the
                  Company may delay the disclosure of material, nonpublic
                  information concerning the Company by suspending the use of
                  any Prospectus included in any registration contemplated by
                  this section containing such information, 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 (1) notify
                  the Investor in writing of the existence of (but in no event,
                  without the prior written consent of the Investor, shall the
                  Company disclose to the Investor any of the facts or
                  circumstances regarding) material, nonpublic information
                  giving rise to an Allowed Delay, and (2) advise the Investor
                  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
         Investor.

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

                  (a) use commercially reasonable efforts to cause such
         Registration Statement to become effective and to remain continuously
         effective for a period that will terminate upon the earlier of (i) the
         date on which all Registrable Securities covered by such Registration
         Statement, as amended from time to time, have been sold, and (ii) the
         date on which all Registrable Securities covered by such Registration
         Statement may be sold pursuant to Rule 144(k);

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<PAGE>

                  (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 Securities Act and the Exchange Act with respect
         to the distribution of all of the Registrable Securities covered
         thereby;

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

                  (d) furnish to the Investor and its legal counsel (i) promptly
         after the same is prepared and publicly distributed, filed with the
         SEC, or received by the Company (but not later than two Business Days
         after the filing date, receipt date, or sending date, as the case may
         be) one copy of any Registration Statement and any amendment thereto;
         each preliminary prospectus and Prospectus and each amendment or
         supplement thereto; 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 the above that
         contain 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 the Investor may reasonably request in order to
         facilitate the disposition of the Registrable Securities owned by the
         Investor that are covered by the related Registration Statement;

                  (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 customary indemnification and contribution obligations,
         with the underwriter of such offering;

                  (f) if required by the underwriter, or if the Investor is
         described in the Registration Statement as an underwriter, the Company
         shall furnish, on the effective date of the Registration Statement
         (except with respect to clause (i) below) and on the date that
         Registrable Securities are delivered to an underwriter, if any, for
         sale in connection with the Registration Statement (including the
         Investor if deemed to be an underwriter), (i) (1) in the case of an
         underwritten offering, an opinion, dated as of the Closing Date of the
         sale of Registrable Securities to the underwriters, 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 Investor and
         the underwriters participating in such underwritten offering, or (2) in
         the case of an "at-the-market" offering, an opinion, dated as of or
         promptly after the effective date of the Registration Statement to the
         Investor, from independent legal counsel representing the Company for
         purposes of such Registration Statement, in form, scope, and substance
         as is customarily given in a public offering, addressed to the
         Investor; and (ii) a letter, dated as of the effective date of such
         Registration Statement and confirmed as of the applicable dates
         described above, 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 underwriters (including
         the Investor if deemed to be an underwriter);

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<PAGE>

                  (g) use commercially reasonable efforts 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) prior to any public offering of Registrable Securities,
         use commercially reasonable efforts to register or qualify or cooperate
         with the Investor and its counsel in connection with the registration
         or qualification of such Registrable Securities for offer and sale
         under the state securities laws of such jurisdictions requested by the
         Investor and do any and all other commercially reasonable acts or
         things necessary or advisable to enable the distribution in such
         jurisdictions of the Registrable Securities covered by the Registration
         Statement; provided, however, that the Company shall not be required in
         connection therewith or as a condition thereto to (i) qualify to do
         business in any jurisdiction where it would not otherwise be required
         to qualify but for this Section 3(h); (ii) subject itself to general
         taxation in any jurisdiction where it would not otherwise be so subject
         but for this Section 3(h); or (iii) file a general consent to service
         of process in any such jurisdiction;

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

                  (j) immediately notify the Investor, at any time when a
         Prospectus relating to Registrable Securities is required to be
         delivered under the Securities Act, upon discovery that, or upon the
         happening of any event as a result of which, the Prospectus included in
         a 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 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, 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 light of the circumstances then
         existing;

                  (k) otherwise use commercially reasonable efforts to comply
         with all applicable rules and regulations of the SEC under the
         Securities Act and the Exchange Act and take such other actions as may
         be reasonably necessary to facilitate the registration of the
         Registrable Securities 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 12 months, beginning after the effective date of
         each Registration Statement, which earnings statement shall satisfy the
         provisions of Section 11(a) of the Securities Act, including Rule 158
         promulgated thereunder (for the purpose of this subsection 3(k)
         ("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); and

                  (l) with a view to making available to the Investor the
         benefits of Rule 144 (or its successor rule) and any other rule or
         regulation of the SEC that may at any time permit the Investor to sell
         shares of Common Stock to the public without registration, the Company
         covenants and agrees to: (i) make and keep public information
         available, as those terms are understood and defined in Rule 144, until

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<PAGE>

         the earlier of six months after such date as all of the Registrable
         Securities may be resold pursuant to Rule 144(k) or any other rule of
         similar effect or such date as all of the Registrable Securities shall
         have been resold; (ii) file with the SEC in a timely manner all reports
         and other documents required of the Company under the Exchange Act; and
         (iii) furnish to the Investor upon request, as long as the Investor
         owns any Registrable Securities, (1) a written statement by the Company
         that it has complied with the reporting requirements of the Exchange
         Act, (2) a copy of the Company's most recent annual report on Form
         10-KSB or quarterly report on Form 10-QSB, and (3) such other
         information as may be reasonably requested in order to avail the
         Investor of any rule or regulation of the SEC that permits the selling
         of any such Registrable Securities without registration.

         4. Due Diligence Review; Information. The Company shall make available,
during normal business hours, for inspection and review by the Investor,
advisors to and representatives of the Investor (that may or may not be
affiliated with the Investor and that are reasonably acceptable to the Company),
any underwriter participating in any disposition of shares of Common Stock on
behalf of the Investor pursuant to a Registration Statement or amendments or
supplements thereto or any state securities, National Association of Securities
Dealers, Inc., or other filing, all financial and other records, all SEC Filings
(as defined in the Purchase Agreement) 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 such review, and cause the Company's officers,
directors, and employees, within a reasonable time period, to supply all such
information reasonably requested by the Investor or any such representative,
advisor, or underwriter in connection with such Registration Statement
(including 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 the
Investor 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 such Registration
Statement. The Company shall not disclose material, nonpublic information to the
Investor, or to advisors to or representatives of the Investor, unless prior to
disclosure of such information the Company identifies such information as being
material, nonpublic information and provides the Investor and such advisors and
representatives with the opportunity to accept or refuse to accept such
material, nonpublic information for review and the Investor enters into an
appropriate confidentiality agreement with the Company with respect thereto.

         5. Obligations of the Investor.

                  (a) The Investor shall furnish in writing to the Company such
         information regarding itself, the Registrable Securities held by it,
         and the intended method of disposition of the Registrable Securities
         held by it as shall be reasonably required to effect the registration
         of such Registrable Securities and shall execute such documents in
         connection with such registration as the Company may reasonably
         request. At least five Business Days prior to the first anticipated
         filing date of any Registration Statement, the Company shall notify the
         Investor of the information the Company requires from the Investor if
         the Investor elects to have any of the Registrable Securities included
         in the Registration Statement. The Investor shall provide such
         information to the Company at least two Business Days prior to the
         first anticipated filing date of such Registration Statement if the
         Investor elects to have any of the Registrable Securities included in
         the Registration Statement.

                  (b) The Investor, by its acceptance of the Registrable
         Securities, 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 the Investor has notified
         the Company in writing of its election to exclude all of its
         Registrable Securities from such Registration Statement.

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                  (c) In the event the Company, at the request of the Investor,
         determines to engage the services of an underwriter, the Investor
         agrees to enter into and perform its obligations under an underwriting
         agreement in usual and customary form, including 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.

                  (d) The Investor agrees that, upon receipt of any notice from
         the Company of either (i) the commencement of an Allowed Delay pursuant
         to Subsection 2(c)(ii), or (ii) the happening of an event pursuant to
         Subsection 3(j) hereof, the Investor will immediately discontinue
         disposition of Registrable Securities pursuant to the Registration
         Statement covering such Registrable Securities, until the Investor'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 Investor shall deliver to the Company (at the expense of the
         Company) or destroy (and deliver to the Company a certificate of
         destruction) all copies in the Investor's possession of the Prospectus
         covering the Registrable Securities current at the time of receipt of
         such notice.

                  (e) The Investor may not participate in any third-party
         underwritten registration hereunder unless it (i) agrees to sell the
         Registrable Securities 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. Notwithstanding the foregoing, Investor shall not be
         required to make any representations to such underwriter, other than
         those with respect to itself and the Registrable Securities owned by
         it, including its right to sell the Registrable Securities, and any
         indemnification in favor of the underwriter by the Investor shall be
         limited to the proceeds received by the Investor from the sale of its
         Registrable Securities. The scope of any such indemnification in favor
         of an underwriter shall be limited to the same extent as the indemnity
         provided in Subsection 6(b) hereof.

         6. Indemnification.

                  (a) Indemnification by the Company. The Company will indemnify
         and hold harmless the Investor and its officers, directors, members,
         employees, agents, successors, assigns, and each other Person, if any,
         that controls the Investor within the meaning of the Securities Act,
         against any losses, claims, damages, or liabilities, joint or several,
         to which they 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: (i) any untrue
         statement or alleged untrue statement of any material fact contained in
         any Registration Statement, any preliminary or final Prospectus
         contained therein, or any amendment or supplement thereof; (ii) any
         state securities application or other document executed by the Company
         specifically for that purpose or based upon written information
         furnished by the Company filed in any state or other jurisdiction in
         order to qualify any or all of the Registrable Securities under the
         securities laws thereof; (iii) 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; (iv) any
         violation by the Company or its agents of any rule or regulation
         promulgated under the Securities Act applicable to the Company or its
         agents and relating to action or inaction required of the Company in
         connection with such registration; or (v) any failure to register or
         qualify the Registrable Securities included in any such Registration in
         any state where the Company or its agents has affirmatively undertaken
         or agreed in writing that the Company will undertake such registration
         or qualification on an Investor's behalf (the undertaking of any
         underwriter chosen by the Company being attributed to the Company), and
         will reimburse the Investor, and each such officer, director, or member
         and controlling Person for any legal or other expenses reasonably

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         incurred by them in connection with investigating or defending any such
         loss, claim, damage, liability, or action; provided, however, that the
         Company will not be liable in any such case if and 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 so made in conformity with information furnished by
         the Investor or any such controlling Person in writing specifically for
         use in such Registration Statement or Prospectus.

                  (b) Indemnification by the Investor. In connection with any
         registration pursuant to the terms of this Agreement, the Investor will
         furnish to the Company in writing such information as the Company
         reasonably requests concerning the holders of Registrable Securities or
         the proposed manner of distribution for use in connection with any
         Registration Statement or Prospectus and agrees to indemnify and hold
         harmless, to the fullest extent permitted by law, the Company, its
         directors, officers, employees, stockholders, and each Person that
         controls the Company (within the meaning of the Securities Act) against
         any losses, claims, damages, liabilities, and expense (including
         reasonable attorney 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 the Investor to the Company specifically for inclusion in
         such Registration Statement or Prospectus or amendment or supplement
         thereto. In no event shall the liability of the Investor be greater in
         amount than the dollar amount of the proceeds (net of all expense paid
         by the Investor in connection with any claim relating to this Section 6
         and the amount of any damages such holder has otherwise been required
         to pay by reason of such untrue statement or omission) received by the
         Investor upon the sale of the 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 give prompt notice to the
         indemnifying party of any claim with respect to which it seeks
         indemnification and 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 (i) the
         indemnifying party has agreed to pay such fees or expenses, or (ii) the
         indemnifying party shall have failed to assume the defense of such
         claim and employ counsel reasonably satisfactory to such Person, or
         (iii) 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.

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                  (d) Contribution. If for any reason the indemnification
         provided for in the preceding subsections (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 Securities 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 be greater in amount than the dollar
         amount of the proceeds (net of all expenses paid by such holder in
         connection with any claim relating to this Section 6 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
         giving rise to such contribution obligation.

         7. Miscellaneous.

                  (a) Amendments and Waivers. This Agreement may be amended only
         by a writing signed by the Company and the Investor. 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 Investor.

                  (b) Notices. All notices and other communications provided for
         or permitted hereunder shall be made as set forth in Section 9.04 of
         the Purchase Agreement.

                  (c) Assignments and Transfers by the Investor. The provisions
         of this Agreement shall be binding upon and inure to the benefit of the
         Investor and its respective successors and assigns. The Investor may
         transfer or assign, in whole or from time to time in part, to one or
         more Persons its rights hereunder in connection with the transfer of
         the Common Stock issued pursuant to the Purchase Agreement or upon the
         exercise of Warrants by the Investor to such Person, provided that the
         Investor complies with all laws applicable thereto and provides written
         notice of assignment to the Company promptly after such assignment is
         effected.

                  (d) Assignments and Transfers by the Company. This Agreement
         may not be assigned by the Company (whether by operation of law or
         otherwise) without the prior written consent of the Investor, provided,
         however, that the Company may assign its rights and delegate its duties
         hereunder to any surviving or successor corporation in connection with
         a merger or consolidation of the Company with another corporation or a
         sale, transfer, or other disposition of all or substantially all of the
         Company's assets to another corporation, without the prior written
         consent of the Investor, after notice duly given by the Company to the
         Investor.

                  (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; Faxes. This Agreement may be executed in two
         counterparts, each of which shall be deemed an original, but all of

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<PAGE>

         which together shall constitute one and the same instrument. This
         Agreement may also be executed via facsimile, which shall be deemed an
         original.

                  (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. Any provision of this Agreement that is
         prohibited or unenforceable in any jurisdiction shall, as to such
         jurisdiction, be ineffective to the extent of such prohibition or
         unenforceability without invalidating the remaining provisions hereof,
         but shall be interpreted as if it were written so as to be enforceable
         to the maximum extent permitted by applicable law, and any such
         prohibition or unenforceability in any jurisdiction shall not
         invalidate or render unenforceable such provision in any other
         jurisdiction. To the extent permitted by applicable law, the parties
         hereby waive any provision of law that renders any provisions hereof
         prohibited or unenforceable in any respect.

                  (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 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 supersedes all prior agreements and understandings
         between the parties with respect to such subject matter.

                  (k) Governing Law; Consent to Jurisdiction. This Agreement
         shall be governed by and construed under and in accordance with the
         laws of the state of Utah without giving effect to any choice or
         conflict of law provision or rule (whether the state of Utah or any
         other jurisdiction) that would cause the application of the laws of any
         jurisdiction other than the state of Utah. Each of the parties hereto
         irrevocably consents to the jurisdiction of any such court in any such
         suit, action, or proceeding and to the laying of venue in such court.
         Each party hereto irrevocably waives any objection to the laying of
         venue of any such suit, action, or proceeding brought in such courts
         and irrevocably waives any claim that any such suit, action, or
         proceeding brought in any such court has been brought in an
         inconvenient forum.

         IN WITNESS WHEREOF, the parties have executed this Agreement or caused
their duly authorized officers to execute this Agreement as of the date first
above written.

                                     ARADYME CORPORATION


                                     By:  /s/ James R. Spencer
                                       -----------------------------------------
                                       James R. Spencer, Chief Executive Officer

                                     EAGLE ROCK CAPITAL, LLC


                                     By: /s/ Merwin D. Rasmussen
                                       -----------------------------------------
                                       Merwin D. Rasmussen, Manager

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