EXHIBIT 4.9

                          REGISTRATION RIGHTS AGREEMENT


     THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as
of March 1, 2000, by and among NUCLEUS, INC, a Nevada corporation (the
"Company"), and the undersigned investors (each of the undersigned being
singularly referred to as an "Investor" and collectively as the "Investors").

                                R E C I T A L S:

     WHEREAS, pursuant to a Securities Purchase Agreement dated the date
hereof (the "Purchase Agreement") by and between the Company and the Investors,
the Company has agreed to sell and the Investors have agreed to purchase up to
an aggregate principal amount of $6,200,000 in convertible promissory notes of
the Company (the "Senior Bridge Notes") and shares of the Company's Common
Stock, par value $.001 per share (the "Common Stock"); and

     WHEREAS, pursuant to the terms of, and in partial consideration for,
the Investors' agreement to enter into the Purchase Agreement, the Company has
agreed to provide the Investors with certain registration rights with respect to
the shares of Common Stock acquired under the Purchase Agreement (the "Stock")
and the shares of Common Stock issuable upon conversion of the Senior Bridge
Notes (the "Convertible Shares");

     NOW THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in the Purchase
Agreement and this Registration Rights Agreement, the Company and the Investors
agree as follows:

                                   AGREEMENT:

     1.   CERTAIN DEFINITIONS.  As used in this Agreement, the following terms
shall have the following respective meanings:

     "Commission" shall mean the Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act.

     "Common Stock" shall mean the Company's Common Stock, par value $.001
per share.

     "Notes" shall mean up to $6,200,000 aggregate principal amount of
Senior Bridge Notes issued pursuant to the Purchase Agreement.

     "Other Registrable Shares" shall mean those shares (which includes
shares of Common Stock issuable upon exercise of warrants) of Common Stock
heretofore or hereafter issued pursuant to one or more agreements granting the
purchasers of such securities the right to have the Company register such
securities or include such securities in any other registration of the Company's
equity securities.

<PAGE>

     "Registrable Shares" shall mean (i) the Shares, and (ii) any Common
Stock of the Company issued or issuable in respect of the Shares or upon any
stock split, stock dividend, recapitalization or similar event; provided,
however, that Registrable Shares or other securities shall no longer be treated
as Registrable Shares if (A) they have been sold to or through a broker or
dealer or underwriter in a public distribution or a public securities
transaction, (B) they have been sold in a transaction exempt from the
registration and prospectus delivery requirements of the Securities Act so that
all transfer restrictions and restrictive legends with respect thereto are
removed upon consummation of such sale, or (c) all of the Shares are available
for public sale under the Securities Act (including Rule 144), in the opinion of
counsel to the Company, without compliance with the registration and prospectus
delivery requirements of the Securities Act so that all transfer restrictions
and restrictive legends with respect thereto may be removed upon the
consummation of such sale.

     The terms "register," "registered" and "registration" shall refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act and applicable rules and regulations
thereunder, and the declaration or ordering of the effectiveness of such
registration statement.

     "Registration Expenses" shall mean all expenses incurred by the Company
in compliance with Section 2 hereof, including, without limitation all
registration and filing fees, printing expenses, fees and disbursements of
counsel for the Company, blue sky fees and expenses, reasonable fees and
disbursements (not to exceed $15,000) of one counsel for the Investors and any
selling holders of Other Registrable Shares for a limited "due diligence"
examination of the Company incident to such registration (but excluding the
compensation of regular employees of the Company, which shall be paid in any
event by the Company, and excluding all underwriting discounts and selling
commissions applicable to the sale of the Registrable Shares or Other
Registrable Shares).

     "Registration Statement" shall mean the registration statement filed
with the Commission by the Company at the request of the Investors covering the
Shares pursuant to this Agreement.

     "Securities Act" shall mean the Securities Act of 1933, as amended, or
any similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.

     "Selling Expenses" shall mean all underwriting discounts and selling
commissions applicable to the sale of Registrable Shares and all fees and
disbursements of one counsel for the Investors and selling holders of Other
Registrable Shares (other than the fees and disbursements of such counsel
included in Registration Expenses).

     "Shares" shall mean, collectively, the Stock, the "Additional Shares"
(as that term is defined in Section 5.4 of the Securities Purchase Agreement)
and the Convertible Shares.

                                        2

<PAGE>

     2.   REGISTRATION.

          (a)  DEMAND FOR REGISTRATION. If the Company shall receive, at
any time after 120 days from the date hereof, a written request from one or more
of the Investors holding more than 50% of the total number of Shares held by all
Investors that the Company file a Registration Statement with respect to all the
Shares, then (A) the Company shall use its best efforts to file with the
Commission a Registration Statement on Form S-3, if the Company is then eligible
to use such Form S-3, or if not so eligible, on Form S-1, Form SB-2 or such
other form as is then appropriate for use by the Company under the Securities
Act and (B) the Company shall use its best efforts to cause the Registration
Statement to be declared effective by the Commission (including, without
limitation, undertaking the actions described in Section 4), so as to permit or
facilitate the sale and distribution of the Registrable Shares; and (c) the
Company shall cause such Registration Statement to remain effective for a period
of two (2) years (subject to the right of the Company to suspend the
effectiveness thereof for not more than an aggregate of ninety (90) days;
provided, however, that the Company shall not be obligated to take any action to
effect any such registration pursuant to this Section 2(a) if: (i) counsel to
the Company determines that any such registration violates the federal
securities laws; or (ii) the Company and the Investors determine that such
registration adversely impacts the Company's access to public or private capital
markets. Except as provided in Section 2(b)(ii) below, the demand registration
rights set forth in this Section 2(a) shall be on one occasion only, and the
Company shall, so long as it advises all Investors at least twenty (20) days
prior to filing such registration statement of the exercise of such right, have
no further demand registration obligations hereunder.

     The Registration Statement filed pursuant to the request of the
Investors hereunder may, subject to the provisions of Section 2.2(b) below,
include Other Registrable Shares, or other securities of the Company which are
held by officers or directors of the Company, and may include securities of the
Company being sold for the account of the Company.

          (b)  UNDERWRITING. If the Investors intend to distribute the
Shares by means of an underwriting, it shall so advise the Company. The right of
any holder of Other Registrable Shares to have such shares included in the
registration shall be conditioned upon such holder's participation in such
underwriting and the inclusion of such holder's Other Registrable Shares in such
underwriting (unless otherwise mutually agreed by the Investor and such holder
with respect to such participation and inclusion) to the extent provided herein.

               (i)  If the Company shall request inclusion in any
     registration pursuant to Section 2 of securities being sold for its own
     account, or if officers or directors of the Company holding other
     securities of the Company or holders of Other Registrable Shares, shall
     request inclusion in any registration pursuant to Section 2, the Investors
     shall, on behalf of all holders of Other Registrable Shares, offer to
     include Other Registrable Shares and the securities of the Company, and
     such officers and directors in the underwriting and may condition such
     offer on their acceptance of the further applicable provisions of this
     Agreement. The Company shall (together with all holders of Other
     Registrable Shares and officers and directors proposing to distribute their
     securities through such underwriting) enter into an underwriting agreement
     in customary form with the underwriter or representative of

                                        3

<PAGE>

     the underwriters selected for such underwriting by the Company, which
     underwriter(s) shall be reasonably acceptable to the Investors.

               (ii) Notwithstanding any other provision of this
     Section 2, if the representative of the underwriters advises the Company in
     writing that marketing factors require a limitation on the number of shares
     to be underwritten, the Company shall so advise the Investors and all
     holders of Other Registrable Shares and other shareholders whose securities
     would otherwise be underwritten pursuant to such registration, and the
     number of Other Registrable Shares and other securities that may be
     included in the registration and underwriting shall be allocated in the
     following manner: the securities to be offered by the Company and the
     securities of the Company held by officers and directors of the Company
     shall be excluded from such registration and underwriting to the extent
     required by such limitation, and, if a limitation on the number of shares
     is still required, the Other Registrable Shares shall, subject to existing
     rights and priority of registration of holders of Other Registrable Shares,
     be excluded before any Registrable Shares are excluded, from such
     registration and underwriting to the extent required by such limitation,
     and, if a limitation on the number of shares is still required, the number
     of Registrable Shares that may be included in the registration and
     underwriting shall be allocated among all holders of Registrable Shares in
     proportion, as nearly as practicable, to the respective amounts of
     Registrable Shares which they had requested to be included in such
     registration at the time of filing the registration statement. No
     Registrable Shares or any other securities excluded from the underwriting
     by reason of the underwriter's marketing limitation shall also be included
     in such registration. Notwithstanding the foregoing, if and to the extent
     that any Registrable Shares are excluded from such registration statement,
     the Investors may have one additional non-underwritten demand registration
     of such excluded Registrable Shares pursuant to Section 5(a) above.

               (iii)If the Company or any officer, director or holder of Other
     Registrable Shares who has requested inclusion in such registration and
     underwriting as provided above disapproves of the terms of the
     underwriting, such person may elect to withdraw therefrom by written notice
     to the Company, the underwriter and the Investors. The securities so
     withdrawn shall also be withdrawn from registration.

          (c)  PIGGYBACK REGISTRATION. If (but without any obligation to
do so) the Company proposes to register (including for this purpose a
registration effected by the Company for stockholders other than the Holders)
any of its stock or other securities under the Securities Act in connection with
a public offering of such securities (other than a registration on Form S-4 or
Form S-8 or an exchange offering solely to the Company's existing stockholders),
the Company shall, at such time, promptly give each Investor written notice of
such registration. Upon the written request of each Investor given within twenty
(20) days after receipt of written notice from the Company, the Company shall,
subject to the provisions below, cause to be registered under the Securities Act
all of the Registrable Securities that each such Holder has requested to be
registered.

          (d)  UNDERWRITING REQUIREMENTS.  In connection with any offering
initiated by the Company for the underwritten sale of shares being issued and
sold by the Company, the

                                        4

<PAGE>

Company shall not be required under this Section to include any of the
Investors' securities in such underwriting unless they accept the terms of the
underwriting as agreed upon between the Company and the underwriters selected by
it, and then only in such quantity as will not, in the opinion of the
underwriters, jeopardize the success of the offering by the Company; provided,
that such underwriting agreement shall not provide for indemnification or
contribution obligations on the part of the Investors greater than the
obligations set forth in Section 5(b). If the total amount of securities,
including Registrable Securities, requested by stockholders of the Company to be
included in such offering exceeds the amount of securities, sold other than by
the Company, that the underwriters reasonably believe is compatible with the
success of the offering, then the number of securities that may be included in
the registration and underwriting shall be allocated in the following manner:
the Other Registrable Shares shall, subject to existing rights of holders of
Other Registrable Shares, be excluded before the Registrable Shares, from such
registration and underwriting to the extent required by such limitation, and, if
a limitation on the number of shares is still required, the number of
Registrable Shares that may be included in the registration and underwriting
shall be allocated among all holders of Registrable Shares in proportion, as
nearly as practicable, to the respective amounts of Registrable Shares which
they had requested to be included in such registration at the time of filing the
registration statement. No Registrable Shares or any other securities excluded
from the underwriting by reason of the underwriter's marketing limitation shall
also be included in such registration.

     3.   EXPENSES OF REGISTRATION. The Company shall bear all Registration
Expenses incurred in connection with any registration, qualification or
compliance of the Registrable Shares pursuant to this Agreement. All Selling
Expenses shall be borne by the holders of the securities so registered pro rata
on the basis of the number of their shares so registered.

     4.   REGISTRATION PROCEDURES.  Wherever required under this Agreement to
effect the registration of Registerable Shares, the Company will:

          (a)  Use reasonable efforts to keep such registration effective
for a period of two (2) years (subject to the right of the Company to suspend
the effectiveness thereof for not more than an aggregate of ninety (90) days
during such five (5) year period) or until the Investors have completed the
distribution described in the registration statement relating thereto or until
the securities registered cease to be Registrable Shares, whichever first
occurs;

          (b)  Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of securities
covered by such registration statement;

          (c)  Furnish such number of prospectuses and other documents
incidental thereto, including any amendment of or supplement to the prospectus,
as the Investors from time to time may reasonably request;

          (d)  Use reasonable efforts to (i) register and qualify the
Registrable Shares covered by the Registration Statement under such other
securities or blue sky laws of such

                                        5

<PAGE>

jurisdictions as the Investors reasonably request, (ii) prepare and file in
those jurisdictions such amendments (including post-effective amendments) and
supplements, (iii) take such other actions as may be necessary to maintain such
registrations and qualifications in effect until such date set forth in clause
(a) above and (iv) take all other actions reasonably necessary or advisable to
qualify the Registrable Shares for sale in such jurisdictions; provided,
however, that the Company shall not be required in connection therewith or as a
condition thereto to (1) qualify to do business in any jurisdiction where it
would not otherwise be required to qualify but for this Section 4(d), (2)
subject itself to general taxation in any such jurisdiction, (3) file a general
consent to service of process in any such jurisdiction, (4) provide any
undertakings that cause more than nominal expense or burden to the Company or
(5) make any change in its charter or by-laws, which in each case the Board of
Directors of the Company determines to be contrary to the best interests of the
Company and its stockholders;

          (e)  In the event the Investors select underwriters for the
offering, 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;

          (f)  As promptly as practicable after becoming aware of such
event, notify the Investors of the happening of any event of which the Company
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, in light of the circumstances under which they were
made, not misleading, and use its best efforts promptly to prepare a supplement
or amendment to the Registration Statement to correct such untrue statement or
omission, and deliver a number of copies of such supplement or amendment to the
Investors as they may reasonably request;

          (g)  As promptly as practicable after becoming aware of such
event, notify the Investors (or, in the event of an underwritten offering, the
managing underwriters) of the issuance by the Commission of any stop order or
other suspension of effectiveness of the Registration Statement at the earliest
possible time;

          (h)  Permit a single firm of counsel designated as selling
stockholders' counsel to review the Registration Statement and all amendments
and supplements thereto a reasonable period of time prior to their filing with
the Commission, and shall not file any document in a form to which such counsel
reasonably objects;

          (i)  Make generally available to its security holders as soon
as practical, but not later than ninety (90) days after the close of the period
covered thereby, an earnings statement (in form complying with the provisions of
Rule 158 under the Securities Act) covering a twelve-month period beginning not
later than the first day of the Company's fiscal quarter next following the
effective date of the Registration Statement;

          (j)  At the request of the underwriter in the event the sale of
Registrable Shares is underwritten, furnish on the date that Registrable Shares
are delivered to an underwriter for sale

                                        6

<PAGE>

in connection with the Registration Statement (i) 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 underwriters;
and (ii) an opinion, dated such date, from counsel representing the Company for
purposes of such Registration Statement, in form and substance as is customarily
given in an underwritten public offering, addressed to the underwriters and any
selling stockholders;

          (k)  Make available for inspection by the Investors, any underwriter
participating in any disposition pursuant to the Registration Statement, and any
attorney, accountant or other agent retained by any such holder or underwriter
(collectively, the "Inspectors"), all pertinent financial and other records,
pertinent corporate documents and properties of the Company (collectively, the
"Records"), as shall be reasonably necessary to enable each Inspector to
exercise its due diligence responsibility, and cause the Company's officers,
directors and employees to supply all information which any Inspector may
reasonably request for purposes of such due diligence; provided, however, that
each Inspector shall hold in confidence and shall not make any disclosure
(except to the Investors or a holder of Other Registrable Shares) of any Record
or other information which the Company determines in good faith to be
confidential, and of which determination the Inspectors are so notified, unless
(i) the disclosure of such Records is necessary to avoid or correct a
misstatement or omission in any Registration Statement, (ii) the release of such
Records is ordered pursuant to a subpoena or other order from a court or
government body of competent jurisdiction or (iii) the information in such
Records has been made generally available to the public other than by disclosure
in violation of this or any other agreement. The Company shall not be required
to disclose any confidential information in such Records to any Inspector until
and unless such Inspector shall have entered into confidentiality agreements (in
form and substance satisfactory to the Company) with the Company with respect
thereto, substantially in the form of this Section 4(k). The Investors agree
that they shall, upon learning that disclosure of such Records is sought in or
by a court or governmental body of competent jurisdiction or through other
means, give prompt notice to the Company and allow the Company, at its expense,
to undertake appropriate action to prevent disclosure of, or to obtain a
protective order for, the Records deemed confidential. The Company shall hold in
confidence and shall not make any disclosure of information concerning any
Investor provided to the Company pursuant to Section 5(e) hereof unless (i)
disclosure of such information is necessary to comply with federal or state
securities laws, (ii) the disclosure of such information is necessary to avoid
or correct a misstatement or omission in any Registration Statement, (iii) the
release of such information is ordered pursuant to a subpoena or other order
from a court or governmental body of competent jurisdiction or (iv) such
information has been made generally available to the public other than by
disclosure in violation of this or any other agreement. The Company agrees that
it shall, upon learning that disclosure of such information concerning any
Investor is sought in or by a court or governmental body of competent
jurisdiction or through other means, give prompt notice to such Investor, at its
expense, to undertake appropriate action to prevent disclosure of, or to obtain
a protective order for, such information;

          (l)  Use its best efforts to (i) cause all the Registrable
Shares covered by the Registration Statement to be listed on any national
securities exchange on which shares of Common Stock are then listed if the
listing of such Registrable Shares is then permitted under the rules of such
exchange, (ii) secure designation of all the Registrable Shares covered by the
Registration Statement

                                        7

<PAGE>

as a National Association of Securities Dealers Automated Quotations System
("NASDAQ") "national market system security" within the meaning of Rule 11Aa2-1
of the Commission under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the quotation of the Registrable Shares on the NASDAQ
National Market, if shares of Common Stock are then so quoted or eligible for
quotation or (iii) if the Common Stock is not quoted on or eligible for
quotation on the NASDAQ National Market, secure designation of the Registrable
Shares on the NASDAQ Small Cap Market or the OTC Bulletin Board, where the
Common Stock may then be quoted;

          (m)  Provide a transfer agent and registrar, which may be a
single entity, for the Registrable Shares not later than the effective date of
the Registration Statement and cause such transfer agent to act in accordance
with this Agreement;

          (n)  Cooperate with the Investors and the managing underwriter
or underwriters, if any, to facilitate the timely preparation and delivery of
certificates (not bearing any restrictive legends) representing the Shares sold
pursuant to the Registration Statement and enable such certificates to be in
such denominations or amounts as the case may be, as the managing underwriter or
underwriters, if any, or the Investors or may reasonably request and registered
in such names as the managing underwriter or underwriters, if any, or the
Investors may request; and

          (o)  Take all other reasonable actions necessary to expedite
and facilitate disposition by the Investors of the Registrable Shares pursuant
to the Registration Statement.

     5.   INDEMNIFICATION.

          (a)  The Company will indemnify the Investors with respect to
which registration has been effected pursuant to this Agreement, and each
underwriter, if any and each person who controls any underwriter, and their
respective counsel against all claims, losses, damages and liabilities (or
actions, proceedings or settlements in respect thereof) arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any prospectus, or other document incident to any such
registration, or based on 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, or any violation by the Company of the Securities Act or
any rule or regulation thereunder applicable to the Company in connection with
any such registration and will reimburse the Investors, each such underwriter
and each person who controls any such underwriter, for any legal and any other
expenses as they are reasonably incurred in connection with investigating and
defending any such claim, loss, damage, liability or action, provided, however,
that the indemnity contained in this Section 5(a) shall not apply to amounts
paid in settlement of any such claim, loss, damage, liability or action if such
settlement is effected without the consent of the Company; and provided further
that the Company shall not be liable in any such case to the extent that any
such claim, loss, damage, liability or expense arises out of or is based on any
untrue statement or omission based upon written information furnished to the
Company by any Investor or underwriter and stated to be specifically for use
therein. The foregoing indemnity agreement is further subject to the condition
that insofar as it relates to any untrue statement, alleged untrue statement,
omission or alleged omission made in a preliminary prospectus, such indemnity
agreement shall not inure to the benefit of the foregoing indemnified parties if
copies of a final prospectus correcting the

                                       8

<PAGE>

misstatement, or alleged misstatement, omission or alleged omission upon which
such loss, liability, claim or damage is based is timely delivered to such
indemnified party and a copy thereof was not furnished to the person asserting
the loss, liability, claim or damage.

          (b)  Each Investor will indemnify the Company, each of its
directors and officers and each underwriter, if any, of the Company's securities
covered by such a Registration Statement, each person who controls the Company
or such underwriter within the meaning of the Securities Act and the rules and
regulations thereunder and their respective counsel (collectively, the "Company,
Underwriters and Counsel") against all claims, losses, damages and liabilities
(or actions, proceedings or settlements in respect thereof) arising out of or
based on any untrue statement (or alleged untrue statement) of a material fact
relating to such Investor contained in any such registration statement,
prospectus, offering circular or other document, or any omission (or alleged
omission) to state therein a material fact required to be stated therein
relating to such Investor or necessary to make the statements therein relating
to such Investor not misleading or any violation by such Investor of any rule or
regulation promulgated under the Securities Act applicable to such Investor and
relating to action or inaction required of such Investor in connection with any
such registration; and will reimburse the Company, directors, officers,
partners, persons, underwriters or control persons for any legal or any other
expense reasonably incurred in connection with investigating or defending any
such claim, loss, damage, liability or action, in each case to the extent, but
only to the extent, that such untrue statement (or alleged untrue statement) or
omission (or alleged omission) relating to such Investor is made in such
registration statement, prospectus, offering circular or other document in
reliance upon and in conformity with written information furnished to the
Company by such Investor and stated to be specifically for use therein;
provided, however, that such indemnification obligations shall not apply if the
Company modifies or changes to a material extent written information furnished
by such Investor. Each Investor will indemnify the Company, Underwriters and
Counsel against all claims, losses, damages and liabilities (or actions,
proceedings or settlements in respect thereof), arising out of or based on any
sale of Registrable Shares made by such Investor following receipt by the
Investor of written notice from the Company, Underwriters or Counsel that the
registration statement filed with respect to such Registrable Shares contains an
untrue statement of material fact or omits to state a material fact necessary in
order to make the statements made therein, in light of the circumstances under
which they were made, not misleading. Notwithstanding the above, the
indemnification obligations of each Investor shall be limited in amount to the
net amount of proceeds received by such Investor from the sale of such
Registrable Shares.

          (c)  To the extent any indemnification by an indemnifying party
is prohibited or limited by law, the indemnifying party agrees to make the
maximum contribution with respect to any amounts for which it would otherwise be
liable under Section 5 to the fullest extent permitted by law; provided,
however, that (a) no contribution shall be made under circumstances where the
maker would not have been liable for indemnification under the fault standards
set forth in Section 5, (b) no seller of Registrable Securities guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any seller of Registrable
Shares who was not guilty of such fraudulent misrepresentation and (c)
contribution by any seller of Registrable Shares shall be limited in amount to
the net amount of proceeds received by such seller from the sale of such
Registrable Shares.

                                        9

<PAGE>

          (d)  Each party entitled to indemnification under this Section 5
(the "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld or delayed) and the Indemnified Party may participate
in such defense at such Indemnified Party's expense. No Indemnifying Party, in
the defense of any such claim or litigation, shall, except with the consent of
each Indemnified Party, consent to entry of any judgment or enter into any
settlement which 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 to such claim or litigation. Each Indemnified Party shall
furnish such information regarding itself or the claim in question as an
Indemnifying Party may reasonably request in writing and as shall be reasonably
required in connection with defense of such claim and litigation resulting
therefrom.

     6.   AGREEMENTS OF INVESTORS. The Investors shall furnish to the Company
such information regarding the Investors and the distribution proposed by the
Investors as the Company may reasonably request in writing and as shall be
reasonably required in connection with any registration referred to in this
Agreement.

     7.   REPORTS UNDER EXCHANGE ACT. With a view to making available to the
Investors the benefits of Rule 144 promulgated under the Securities Act or any
other similar rule or regulation of the Commission that may at any time permit
the Investors to sell securities of the Company to the public without
registration and without imposing restrictions arising under the federal
securities laws on the purchases thereof ("Rule 144") the Company agrees to:

          (a)  make and keep public information available, as those terms are
understood and defined in Rule 144;

          (b)  file with the Commission in a timely manner, all reports and
other documents required of the Company under the Securities Act and the
Exchange Act; and

          (c)  furnish to the Investors so long as the Investors own
Registrable Shares, promptly upon request, (i) a written statement by the
Company that it has complied with the reporting requirements of Rule 144, the
Securities Act and the Exchange Act, (ii) a copy of the most recent annual or
quarterly report of the Company and such other reports and documents so filed by
the Company and (iii) such other information as may be reasonably requested to
permit the Investors to sell such securities pursuant to Rule 144 without
registration.

                                       10

<PAGE>

     8.   MISCELLANEOUS.

          (a)  GOVERNING LAW.  This agreement shall be governed by and construed
in accordance with the laws of the State of Illinois without giving effect to
conflict of laws of such jurisdiction.

          (b)  SUCCESSORS AND ASSIGNS. Except as otherwise provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto.

          (c)  ENTIRE AGREEMENT.  This Agreement constitutes the full and entire
understanding and agreement between the parties with regard to the subject
matter hereof.

          (d)  NOTICES, ETC. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by first-class mail,
postage prepaid, or delivered by hand or by messenger or courier delivery
service, addressed (a) if to the Investors at such addresses as the Investors
shall have furnished to the Company in writing, or (b) if to the Company at 150
North Michigan Avenue, Suite 3610, Chicago, Illinois 60601, Attn.: President, or
at such other address as the Company shall have furnished to Investor and each
such other holder in writing.

          (e)  DELAYS OR OMISSIONS. No delay or omission to exercise any
right, power or remedy accruing to the Investor, upon any breach or default of
the Company under this Agreement, shall impair any such right, power or remedy
of the Investors nor shall it be construed to be a waiver of any such breach or
default, or an acquiescence therein, or of or in any similar breach or default
thereunder occurring, nor shall any waiver of any single breach or default be
deemed a waiver of any other breach or default thereafter occurring. Any waiver,
permit, consent or approval of any kind or character on the part of the
Investors of any breach or default under this Agreement, or any waiver on the
part of any party of any provisions of conditions of this Agreement, must be in
writing and

                                       11

<PAGE>

shall be effective only to the extent specifically set forth in such writing.
All remedies, either under this Agreement, or by law or otherwise afforded to
the Investor, shall be cumulative and not alternative.

          (f)  COUNTERPARTS. This agreement may be executed in any number
of counterparts, each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one
instrument.

          (g)  SEVERABILITY. In the case any provision of this Agreement
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

          (h)  AMENDMENTS. The provisions of this Agreement may be amended at
any time and from time to time, and particular provisions of this Agreement may
be waived, with and only with an agreement or consent in writing signed by the
Company and by the Investors.

          (i)  TERMINATION OF REGISTRATION RIGHTS.  This Agreement shall
terminate at such time as the Shares no longer constitute Registrable Shares.


     The foregoing Registration Rights Agreement is hereby executed as of
the date first above written.


COMPANY:                                          INVESTORS:

NUCLEUS, INC.

By:_____________________________                  _____________________________
    John C. Paulsen, President

                                                  _____________________________


                                                  _____________________________

                                       12