EXHIBIT 10-J


                           CREDITRISKMONITOR.COM, INC.
                               2001 Marcus Avenue
                           Lake Success, NY 11042-1011



                                                              May 17, 1999



Flum Partners
c/o Jerome S. Flum
9 Dunham Road
Scarsdale, New York  10583

Gentlemen:

     As you know, CreditRiskMonitor.com,  Inc. (formerly known as New Generation
Foods,  Inc.), a Nevada  corporation  (the  "Corporation"),  has various federal
income  tax  attributes,  including  up to  approximately  $13.9  Million of net
operating loss (NOL)  carryforwards as of December 31, 1998, expiring in varying
amounts through 2018 (the "Tax Attributes").

     The Board of  Directors  believes  that these Tax  Attributes  constitute a
valuable  asset of the  Corporation.  To the  extent the  Corporation  generates
taxable  income  over the next  nineteen  years,  and is able to utilize its Tax
Attributes to offset future  federal income taxes on its taxable  income,  funds
not needed to pay such tax become available to fund the  Corporation's  expanded
operations and for stockholder distributions.

     Section 382 of the  Internal  Revenue Code limits the amount of a company's
NOL carryforwards  which can be applied against its earnings after an "ownership
change"  occurs.  Generally,  such a limit is  determined,  with  respect to the
amount of NOL  carryforward  to which  the limit  applies,  by  multiplying  the
company's value at the time of the ownership  change by the published  long-term
tax exempt interest rate. The resulting amount is the maximum that can be offset
by NOL  carryforwards in any one year if an ownership  change has occurred.  If,
however,  an ownership change occurs and during the following 2-year period, the
Corporation does not continue its historic business,  no NOL carryforwards would
be available.  Since the acquisition of CreditRisk Monitor  constituted a change
in the  Corporation's  historic  food  business,  if an ownership  change in the
Corporation were to occur within the next two years, no NOL carryforwards  would
be available.


<PAGE>

     An  ownership  change  occurs if there has been an "owner  shift" -- a more
than 50  percentage  point  increase  in stock  ownership  involving  "5-percent
shareholders"  over the lowest percentage of stock of the loss corporation owned
by such shareholders at any time during the testing period (generally, the prior
3 years).  For this  purpose,  in general,  shareholders  that are not 5-percent
shareholders are aggregated and treated as a single 5-percent shareholder.

     The  Corporation  believes  that no owner shifts or  ownership  changes had
occurred prior to its 1998 Private Placement.  Such Private Placement,  however,
resulted  in a sale of  approximately  23% of the  outstanding  Common  Stock to
approximately  25  investors  who are, as a group,  a  "5-percent  shareholder".
Hence, the private placement constitutes an "owner shift" of approximately 23%.

     If subsequent  transactions were to occur involving 5-percent  shareholders
within the applicable three-year testing period following the Private Placement,
or any subsequent  three-year  testing period, an "ownership change" could occur
which could cause the loss or  limitation  of the  Corporation's  available  NOL
carryforwards, pursuant to Section 382.

     Under Section 382,  options and warrants to purchase equity  securities are
"counted"  in the  determination  of  "owner-shifts"  only when  exercised.  The
Corporation  has  provided  and will  provide that all such options and warrants
granted and to be granted to employees,  brokers and others may not be exercised
for at least three years from the closing of the Private Placement.

     In order to insure to the extent feasible that no inadvertent "owner shift"
will  occur  which,   when   aggregated  with  the  23%  owner  shift  presently
outstanding,  or other  existing,  proposed  or future  owner  shifts  during an
applicable testing period,  could result in an "ownership change",  the Board of
Directors  had  considered  the  adoption  of  amendments  to  its  Articles  of
Incorporation  and By-Laws which would have provided in general that no purchase
or other  acquisition,  sale or other  disposition  of stock of the  Corporation
could be made without the approval of the Board of Directors. Requests for Board
approval  would be made in writing and  Transfers  made without  Board  approval
would be null and  void,  thereby  enabling  the  Board to  reverse  or cancel a
transfer,  such as a trade made in the over the counter market, if it determined
that the purchaser was a 5-percent  shareholder  and an "owner shift" would have
occurred, before new certificates are issued by the Transfer Agent.

     The Board of Directors is seriously concerned, however, that these proposed
amendments to the Articles of  Incorporation  and By-Laws,  which would give the
Board the  authority to reverse  stock trades made in the public  market,  could
limit the marketability of the Corporation's publicly-traded common stock and in
turn depress the  Corporation's  market value.  Accordingly,  it has proposed an
alternative  pursuant to which only Flum  Partners  would agree to restrict  the
shares owned by them, including shares which may be distributed in the future by
Flum Partners to its partners.
<PAGE>

     As you  know,  at  the  date  hereof,  Flum  Partners  owns  73.78%  of the
outstanding  common stock of the Corporation.  To the  Corporation's  knowledge,
there is no other holder of 5% or more of the Corporation's stock.

     Accordingly,  in consideration of the foregoing, and in order to assist the
Corporation to preserve its Tax  Attributes for the benefit of its  shareholders
and to maintain and increase the market value of the Corporation's Common Stock,
Flum Partners and the Corporation have agreed as follows:

1.   Certain Transfers Prohibited.

     (a) Except as otherwise  permitted under this Agreement,  without the prior
written  authorization  of  the  Board  of  Directors  of the  Corporation  (the
"Board"),  neither  Flum  Partners  nor any  limited or general  partner of Flum
Partners who receives shares of stock of the Company upon a distribution by Flum
Partners (each a "Person"),  shall (i) purchase or otherwise  acquire any shares
of stock of the  Corporation  from the  Corporation,  or (ii) sell,  transfer or
otherwise dispose of, or purchase or acquire in any manner  whatsoever,  whether
voluntarily  or  involuntarily,  by operation of law or otherwise  any shares of
stock of the Corporation.  Each Person who purports to purchase,  acquire, sell,
transfer  or  dispose  of  stock  as  described  in (i) or  (ii)  above  is each
hereinafter  called a "Restricted  Holder" and any such  purchase,  acquisition,
sale, transfer or disposition is hereinafter called a "Transfer".

     (b) For  purposes  of this  Agreement,  "stock"  of the  Corporation  shall
include  any  class  of  common  stock  of the  Corporation,  including  without
limitation the common stock,  par value $0.01 per share,  and such other classes
of stock  or other  securities  treated  as  "stock"  under  Section  382 of the
Internal Revenue Code of 1986, as amended, including any additional or successor
legislation  which limits the availability of the  Corporation's  Tax Attributes
and the applicable regulations issued from time to time thereunder (collectively
the  "Code").  Whenever  a  reference  in this  Agreement  is made to a specific
Section of the Code, such reference shall be deemed to include any other Section
thereof issued in substitution or replacement therefor.

     (c) The  restrictions  contained  in this  Section  are for the  purpose of
reducing the risk that certain  changes in stock  ownership may  jeopardize  the
preservation of the Corporation's Tax Attributes.  In connection therewith,  and
to  provide  for the  effective  policing  of these  restrictions,  a Person who
proposes to Transfer shares of stock shall request in writing, prior to the date
of the  proposed  Transfer (a  "Request"),  that the Board  review the  proposed
Transfer  and  authorize or not  authorize  the  proposed  Transfer  pursuant to
Section 3 hereof. A Request shall be mailed or delivered to the President of the
Corporation at the  Corporation's  principal  place of business or telecopied to
the  Corporation's  telecopier  number at its principal place of business.  Such
Request  shall  include  (i) the  name,  address  and  telephone  number  of the
Restricted  Holder,  (ii) a  description  of the shares of stock  proposed to be
Transferred by or to the Restricted Holder, (iii) the date on which the proposed
Transfer is


<PAGE>

expected to take place,  (iv) the name, if known, of the proposed  transferee of
the stock to be transferred to the Restricted Holder, and (v) a request that the
Board authorize,  if appropriate,  the Transfer pursuant to Section 3 hereof and
inform  the  Restricted  Holder  of its  determination  regarding  the  proposed
Transfer.  Within five business days of receipt by the President of a Request, a
meeting  of the  Board  shall be held to  determine  whether  to  authorize  the
proposed  Transfer  described in the Request under  Section 3 hereof.  The Board
shall  conclusively  determine whether to authorize the proposed  Transfer,  and
shall  immediately cause the Restricted Holder making the Request to be informed
of such determination.

     2. Effect of Unauthorized  Transfer.  Any Transfer  attempted to be made in
violation of this  Agreement will be null and void. In the event of an attempted
or purported  Transfer  involving a sale or disposition of stock by a Restricted
Holder in violation of this  Agreement,  the Restricted  Holder shall remain the
owner  of such  stock.  In the  event  of an  attempted  or  purported  Transfer
involving  the purchase or  acquisition  by a Restricted  Holder in violation of
this  Agreement,  the  Corporation  shall  be  deemed  to be the  exclusive  and
irrevocable  agent for the transferor of such stock.  The  Corporation  shall be
such agent for the limited  purpose of returning the stock to the  transferor or
consummating  a sale  of  such  stock  to a  Person  who is  determined  to be a
permitted  transferee hereunder (an "eligible  transferee"),  which may include,
without  limitation,  the transferor,  as the Corporation may elect.  The record
ownership of the subject stock shall remain in the name of the transferor  until
the stock has been returned to the transferor or sold by the  Corporation or its
assignee, as agent, to an eligible transferee. The Corporation shall be entitled
to assign  its  agency  hereunder  to any  person or entity  including,  but not
limited to, the intended  transferee of the stock,  for the purpose of returning
the stock to the transferor or effecting a permitted sale of such stock. Neither
the Corporation,  as agent, nor any assignee of its agency  hereunder,  shall be
deemed to be a shareholder of the  Corporation  nor be entitled to any rights of
shareholders  of the  Corporation,  including,  but not limited to, any right to
vote such stock or to receive dividends or liquidating  distributions in respect
thereof, if any (collectively  "Shareholder Rights"), but the Corporation or its
assignee  shall only have the right to return the stock to the  transferor or to
sell and  transfer  such stock on behalf of and as agent for the  transferor  to
another  person or entity;  provided,  however,  that a  Transfer  to such other
person  or  entity  may  not  violate  the  provisions  of this  Agreement.  All
Shareholder  Rights with respect to such stock shall remain with the transferor.
The intended  transferee  shall not be entitled to any  Shareholder  Rights with
respect to such stock. In the event of a permitted sale or transfer,  whether by
the  Corporation  or its  assignee,  as agent,  the  Corporation  shall  have no
obligation  to collect or cause to be  collected  any  proceeds  of such sale or
transfer,  such proceeds  regardless of whom collected shall be applied first to
reimburse the Corporation or its assignee,  as agent, for any expenses  incurred
by the  Corporation  acting in its role as the agent for the sale of such stock,
second  to the  extent  of any  remaining  proceeds,  to  satisfy  any  and  all
commissions, margin expenses or other transaction costs incurred by or on behalf
of the transferor,  and the remainder,  if any, to the original  transferor.  No
Person precluded from effecting the transfer of Stock pursuant to the provisions
of this Agreement  shall have any


<PAGE>

claim against the Corporation or any assignee of its agency hereunder,  or their
respective officers, directors or employees.

     3.  Authorization  of Transfer of Stock by a Restricted  Holder.  The Board
shall authorize a Transfer by a Restricted  Holder,  or to a Restricted  Holder,
if, in the sole  discretion  and judgment of the Board,  it determines  that the
Transfer  will  not  jeopardize  the  Corporation's   preservation  of  its  Tax
Attributes  pursuant to Code Section 382, or is otherwise in the best  interests
of the  Corporation.  In deciding  whether to approve any  proposed  Transfer of
stock by or to a  Restricted  Holder,  the Board may seek the  advice of counsel
with respect to the Corporation's preservation of its Tax Attributes pursuant to
Code Section 382 and may request all relevant  information  from the  Restricted
Holder with  respect to all stock  owned  directly  or through  attribution  (as
determined under Code Section 382) by such Restricted Holder.

     4.  Permitted  Transfers.  Notwithstanding  Section 1 hereof,  a Restricted
Holder  shall have the right to Transfer any stock of the  Corporation  provided
that the following conditions are satisfied:

     (a) the Transfer of such stock by the Restricted Holder will not constitute
an "owner shift" as determined  under Section 382 of the Code and the Restricted
Holder  delivers to the  Corporation,  together with its Request for approval of
the Transfer,  a certificate  of the General  Partner or other  principal of the
Restricted Holder to such effect; and

     (b) upon request of the  Corporation,  at least ten business  days prior to
any such Transfer,  the Restricted Holder delivers a reasoned opinion of counsel
for such  Restricted  Holder,  which  opinion  and which  counsel  each shall be
reasonably  satisfactory to the Board,  that such Transfer will not result in an
owner shift as determined under Section 382 of the Code. The reasonable fees and
expenses of such counsel shall be paid or reimbursed by the Corporation.

     5. Legend on Certificates.  All certificates for shares of stock heretofore
or hereafter  issued by the Corporation to any Person shall  conspicuously  bear
the following legend:

     The  Shares  represented  by  this  Certificate  are  subject  to
     restrictions  contained in an  Agreement  dated May 17, 1999 (the
     "Agreement")  among  Flum  Partners,   Jerome  S.  Flum  and  the
     Corporation  which  prohibit  the  sale,  transfer,  disposition,
     purchase or acquisition of any stock,  as that term is defined in
     Section  382(k)(6)  of the  Internal  Revenue  Code of  1986,  as
     amended   (the   "Code"),   of  the   Corporation   without   the
     authorization  of the Board of Directors of the Corporation  (the
     "Board  of  Directors"),  if that  sale,  transfer,  disposition,
     purchase  or  acquisition   would  jeopardize  the  Corporation's
     preservation  of its federal  income tax  attributes  pursuant to

<PAGE>

     Section 382 of the Code.  The  Corporation  will furnish  without
     charge to the holder of record of this  certificate a copy of the
     Agreement,   containing  the  above-referenced   restrictions  on
     transfer of stock upon written  request to the Corporation at its
     principal place of business.

     6. Transfer to Partners of Flum Partners.  Notwithstanding the restrictions
contained above, Flum Partners may distribute shares of stock of the Corporation
to its  partners,  in  proportion  to their  partnership  interests,  upon prior
written  notice to but without  the  consent or approval of the Board,  provided
that (a) each partner  receiving  such shares shall agree in writing to be bound
by the restrictions  contained in this Agreement with respect to any Transfer by
such partner of the shares so received,  and (b) all certificates issued to such
partner shall bear the restrictive legend set forth above.

     7.  Termination.  The  restrictions  set forth in this Agreement (a) may be
terminated at any time by action of the Board of Directors,  (b) shall terminate
on the first anniversary of the date of execution hereof (the "Effective Date"),
or any subsequent anniversary date the Effective Date if extended as hereinafter
provided,  unless the  Corporation and the holders of 70% of the shares of stock
of the Corporation  then owned by Flum Partners or distributed to and then owned
by the  partners  of Flum  Partners,  shall  agree in  writing  to  extend  such
termination  date for an additional one year period,  and (c) shall terminate at
such time as the  Corporation  no longer has at least $100,000 in Tax Attributes
which could be  terminated or limited by a Transfer of the shares of stock owned
by Flum Partners or the partners of Flum  Partners.  Upon any such  termination,
the Corporation  shall direct the transfer agent to remove the legend  described
above from the applicable share certificates upon request of the holder.

     8. Registration Rights. In consideration of the agreements of Flum Partners
contained  herein,  the  Corporation  agrees to provide to Flum Partners and the
partners  of Flum  Partners to whom  shares of stock of the  Corporation  may be
distributed  by Flum  Partners  certain  "piggyback"  registration  rights  with
respect to their shares of stock of the Corporation, upon the terms set forth in
Exhibit "A" annexed hereto and made a part hereof.

     9. Miscellaneous. This Agreement (a) shall be binding upon and inure to the
benefit  of  the  parties  hereto,   their  respective  legal   representatives,
successors  and assigns,  (b) contains the entire  agreement of the parties with
respect to the subject  matter hereof and  supersedes  all prior written or oral
and all contemporaneous  oral agreements,  understandings and negotiations among
the parties with respect  thereto,  (c) may not be modified or amended or any of
its  provisions  waived  except by an instrument in writing duly executed by the
party or parties to be charged, (d) may be executed in one or more counterparts,
each  of  which  shall  be  deemed  to be an  original  but all of  which  shall
constitute  one and the  same  instrument,  and (e)  shall  be  governed  by and
construed in accordance  with the laws of the State of New York (other than with
respect to matters  solely  involving  Nevada  corporate  law) without regard to
principles of conflicts of laws.

<PAGE>

     Please execute this letter where  indicated below to signify your agreement
with the foregoing.

                                             Very truly yours,

                                             CREDITRISKMONITOR.COM, INC.


                                             By:  ______________________________
                                                      Lawrence Fensterstock
                                                      Senior Vice President


ACCEPTED AND AGREED AS OF THIS
____ DAY OF MAY, 1999


FLUM PARTNERS


By:
      Jerome S. Flum, General Partner



<PAGE>


                         REGISTRATION RIGHTS AGREEMENT


         THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"),  dated as of May
17,  1999,  by  and  among  CREDITRISKMONITOR.COM,  a  Nevada  corporation  (the
"Company"), and Flum Partners (the "Investor").

                              W I T N E S S E T H :

     WHEREAS,  the  Investor  owns  3,797,128  of  shares  of  Common  Stock (as
hereinafter defined) of the Company; and

     WHEREAS,  the  Company  desires  to induce  the  Investor  to enter into an
Agreement restricting the transfer of the Investor's shares of Common Stock;

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  parties  intending  to be
legally bound hereby agree as follows:

     1.  Certain  Definitions.  As used in this  Agreement,  unless the  context
otherwise  requires  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 Common Stock,  par value $.01 per share,  of
the Company.

     "Effectiveness Period" shall be as defined in Section 3.

     "Exchange Act" shall mean the Securities  Exchange Act of 1934, as amended,
and the rules and  regulations  of the  Commission  thereunder,  all as the same
shall be in effect from time to time.

     "Holder"  shall mean the Investor and any other  Person  holding  shares to
whom the rights under this  Agreement have been  transferred in accordance  with
Section 10.

     "Person" any individual,  corporation,  association,  partnership,  limited
liability company, trust or estate, organization, business, government or agency
or political subdivision thereof or any other entity.


<PAGE>

     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 the expenses so described in Section 5.

     "Registration  Statement"  shall  mean any  registration  statement  of the
Company  which  registers  any of the  Investor's  Common Stock  pursuant to the
provisions  of  this  Agreement,   including  the  prospectus,   amendments  and
supplements to such registration statement,  ncluding post-effective amendments,
all  exhibits,  and all  material  incorporated  by  reference  or  deemed to be
incorporated by reference in such registration statement.

     "Securities Act" shall mean the Securities Act of 1933, as amended, and the
rules and regulations of the Commission thereunder,  all as the same shall be in
effect from time to time.

     "Selling Expenses" shall mean the expenses so described in Section 5.

     2. Required  Registration.  If the Company at any time proposes to register
any of its securities  under the Securities Act for sale to the public,  whether
for its own account or for the account of other security holders or both (except
in connection with the  registration of the shares of Common Stock issued in the
Company's 1998 Private  Placement or with respect to registration  statements on
Forms S-4, S-8 or another form not  available  for  registering  the  Investor's
Common Stock for sale to the public or any  successors to any such forms),  each
such time it will give written  notice to the Investor of its  intention in this
regard.  Upon the written request of the Investor received by the Company within
30 days after the giving of any such  notice by the  Company,  to  register  [at
least  10%] of the  Investor's  Common  Stock  (which  request  shall  state the
intended method of disposition  thereof),  the Company will use its best efforts
to cause such Stock as to which  registration shall have been so requested to be
included in the securities to be covered by the registration  statement proposed
to be filed by the Company. In the event that any registration  pursuant to this
Section 2 shall be, in whole or in part,  an  underwritten  public  offering  of
Common Stock, the number of shares of the Investor's Common Stock to be included
in such an underwriting shall be reduced, if and to the extent that the managing
underwriter  thereof shall be of the opinion that such inclusion would adversely
affect the marketing of the securities to be sold by the Company therein.

     3. Registration  Procedures.  In connection with the Company's registration
obligations  under Section 2 hereof,  the Company shall use its reasonable  best
efforts to effect such  registration to permit the sale of the Investor's Common
Stock in accordance with the method or methods of disposition  thereof  intended
by the Investor  and  pursuant  thereto the Company  shall as  expeditiously  as
practicable:

<PAGE>

     a.  prepare and file with the  Commission a  Registration  Statement on any
appropriate  form  under  the  Securities  Act  available  for  the  sale of the
Investor's  Common Stock by the Investor with the intended  method or methods of
distribution  thereof,  and  use its  reasonable  best  efforts  to  cause  such
Registration  Statement  to become  effective  and remain  effective as provided
herein.

     b. prepare and file with the Commission such amendments and  post-effective
amendments  to such  Registration  Statement  as may be  necessary  to keep such
Registration  Statement  continuously effective for the Effectiveness Period (as
hereinafter defined); cause the related prospectus to be amended or supplemented
by any  required  amendment  or  prospectus  supplement,  and as so  amended  or
supplemented to be filed pursuant to Rule 424 (or any similar provisions then in
force)  under  the  Securities  Act;  and  comply  with  the  provisions  of the
Securities Act with respect to the  disposition  of the Investor's  Common Stock
covered  by  such  Registration   Statement  during  the  applicable  period  in
accordance with the methods of disposition intended by the Investor set forth in
such Registration Statement as so amended or in such prospectus as so amended or
supplemented.

     c.  furnish  to the  Investor  such  number of  copies of the  Registration
Statement and of each amendment and  supplement  thereto (in each case including
exhibits)  and the  prospectus  included  therein  (including  each  preliminary
prospectus) and any other  prospectus filed under Rule 424 or Rule 430 under the
Securities Act, in conformity  with the  requirements of the Securities Act, and
such other  documents  (in each case  including  all  exhibits)  as the Investor
reasonably may request;

     d. use its  reasonable  best efforts to register or qualify the  Investor's
Common Stock covered by the Registration Statement under the securities or "blue
sky" laws of such jurisdictions as the Investor  reasonably shall request and to
keep  such  registrations  or  qualifications  in  effect  for so  long  as such
registration  statement remains in effect,  and to take such other action as may
be reasonably  necessary or advisable to enable the Investor to  consummate  the
disposition  in such  jurisdiction  of the  securities  owned  by the  Investor;
provided,  however,  that the Company shall not for any such purpose be required
to qualify  generally  to  transact  business  as a foreign  corporation  in any
jurisdiction  where it is not so qualified  or to consent to general  service of
process in any such jurisdiction;

     e. use its reasonable  best efforts (i) to list all  securities  covered by
the  Registration  Statement  on any  securities  exchange  on which any of such
securities is then listed or (ii) in the event such securities are not so listed
to have the  Investor's  Common  Stock  qualified  for  inclusion  on The NASDAQ
National Market,  if such securities are then so qualified or (iii) in the event
such  securities  are  not so  listed  or  qualified,  to have  such  securities
qualified for inclusion on the Nasdaq System;

     f. immediately  notify the Investor at any time when a prospectus  relating
thereto is required to be delivered  under the Securities Act, of the receipt of
any  stop  order or  thereafter  of a  proceeding  for  such  purpose  or of the
happening  of any event of which the Company has  knowledge as a result of which
the  prospectus  contained in such  registration


<PAGE>

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 light of the  circumstances  then
existing,  and at the request of the Investor promptly prepare to furnish to the
Investor 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  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;

     g. use all  reasonable  efforts  to  obtain  the  withdrawal  of any  order
suspending the effectiveness of a Registration  Statement, or the lifting of any
suspension of the qualification (or exemption from  qualification) of any of the
Investor's  Common  Stock  for  sale  in  any  jurisdiction,   at  the  earliest
practicable moment.

     h. notify the Investor,  if  participating in such  registration,  promptly
after it shall receive  notice  thereof,  (i) of the time when the  Registration
Statement has become effective or a supplement to any prospectus  forming a part
of the  Registration  Statement  has been  filed and (ii) of any  request by the
Commission for the amending or  supplementing of such prospectus or Registration
Statement;

     i.  make  available  for  inspection  by the  Investor,  and any  attorney,
accountant  or other agent  retained by the  Investor,  all  financial and other
records,  pertinent corporate documents and properties of the Company, and cause
the  Company's  officers,  directors  and  employees  to supply all  information
reasonably requested by the Investor underwriter,  attorney, accountant or agent
in connection with such registration statements;

     j. otherwise use its reasonable  best efforts to comply with all applicable
rules and  regulations  of the  Commission,  and make  available to its security
holders, as soon as reasonably  practicable,  an earnings statement covering the
period of at least twelve months,  but not more than eighteen months,  beginning
with the first full calendar month after the effective date of the  Registration
Statement,  which  earnings  statement  shall satisfy the  provisions of Section
11(a) of the  Securities  Act,  and will  furnish to the  Investor  at least two
business days prior to the filing  thereof a copy of any amendment or supplement
to the Registration Statement and shall not file any thereof which do not comply
in all material  respects with the  requirements of the Securities Act or of the
rules or regulations thereunder; and

     k.  provide  and cause to be  maintained  a  transfer  agent for all of the
Investor's Common Stock covered by the Registration Statement and a CUSIP number
for all such  Stock,  in each  case not  later  than the  effective  date of the
Registration Statement.

     For purposes of Section 3(a) and 3(b),  the period of  distribution  of the
Investor's Common Stock in a firm commitment  underwritten public offering shall
be deemed to extend until each underwriter has completed the distribution of all
securities  purchased by it, and the period of  distribution  of the  Investor's
Common  Stock in any other  registration


<PAGE>

shall be deemed to extend until the earlier of the sale of all of the Investor's
Common Stock covered  thereby or 120 days after the effective  date thereof (the
"Effectiveness  Period");  provided,  however,  that the  Company  shall  not be
required,  in order to comply with the  provisions  of  Sections  3(a) and 3(b),
except in the case of a continuous  shelf  registration  pursuant to Rule 415 as
promulgated  under the Securities Act, to prepare and file financial  statements
through  a  period  later  than  the  last  period  reflected  in its  financial
statements in a registration  statement which has been declared effective by the
Commission and is the subject of the rights being exercised by the Investor.

     The Company may require the Investor,  and the Investor agrees,  to furnish
to the Company such  information  regarding the  distribution  of the Investor's
Common  Stock as the  Company  may,  from time to time,  reasonably  request  in
writing and the Company may exclude from such  registration  the Common Stock of
the Investor if the  Investor  unreasonably  fails to furnish  such  information
within a reasonable  time after  receiving  such  request.  The Investor  agrees
promptly to furnish to the Company all  information  required to be disclosed in
order  to make  the  information  previously  furnished  to the  Company  by the
Investor not misleading.  Any sale of any Common Stock by the Investor  pursuant
to a Registration  Statement shall constitute a  representation  and warranty by
the  Investor  that the  information  relating  to such  holder  and its plan of
distribution  is as set forth in the  prospectus  delivered  by the  Investor in
connection with such  disposition,  that such prospectus does not as of the time
of such sale  contain any untrue  statement of a material  fact  relating to the
Investor or its plan of distribution and that such prospectus does not as of the
time of such sale omit to state any  material  fact  relating to the Investor or
its plan of distribution necessary to make the statements in such prospectus, in
the light of the circumstances under which they were made, not misleading.

     The Investor  agrees  that,  upon receipt of any notice from the Company of
the  happening of any event of the kind  described  in Section 3(f) hereof,  the
Investor will forthwith  discontinue  disposition of its Common Stock covered by
the applicable Registration Statement or prospectus until the Investor's receipt
of the copies of the supplemented or amended prospectus  contemplated by Section
3(f)  hereof,  or until it is advised in writing by the Company  that the use of
the  applicable  prospectus  may be  resumed,  and has  received  copies  of any
additional  or  supplemental  filings  that are  incorporated  or  deemed  to be
incorporated by reference in such prospectus.

     4. Suspension of Registration Requirement.  Notwithstanding anything to the
contrary  set forth in this  Agreement,  the  Company's  obligation  under  this
Agreement to use reasonable best efforts to cause the Registration Statement and
any  filings  with  any  state  securities  commission  to be made or to  become
effective  or to  amend  or  supplement  the  Registration  Statement  shall  be
suspended in the event and during such period pending negotiations  relating to,
or  consummation  of, a  transaction  or the  occurrence  of an event that would
require  additional  disclosure  of material  information  by the Company in the
Registration  Statement or such filing,  as to which the Company has a bona fide
business  purpose for  preserving  confidentiality  or which renders the Company
unable to comply with SEC requirements  (such  circumstances  being  hereinafter
referred  to  as a  "Suspension  Event")  that


<PAGE>

would make it impractical or unadvisable to cause the Registration  Statement or
such  filings to be made or to become  effective or to amend or  supplement  the
Registration  Statement,  but such suspension shall continue only for so long as
such event or its effect is continuing (the  "Suspension  Period").  The Company
shall be  entitled  to  exercise  the  rights  set  forth in this  Section  4 an
unlimited  number of times but in no event will the Company's  obligation  under
this  Agreement  to use  reasonable  best  efforts  to  cause  the  Registration
Statement and any filings with any state securities  commission to be made or to
become  effective  or to amend  or  supplement  the  Registration  Statement  be
suspended for more than 90 consecutive days or for more than an aggregate of 120
days in any twelve (12) month  period.  The Company  shall  promptly  notify the
Holders of the existence of any Suspension Event.

     5.  Expenses.  All  expenses  incurred  by the  Company in  complying  with
Sections 2 and 3, including,  without  limitation,  all  registration and filing
fees, printing expenses,  duplicating,  word processing,  messenger and delivery
expenses,  fees and  disbursements  of counsel for the  Company and  independent
public accountants for the Company,  fees and expenses  (including counsel fees)
incurred in connection with complying with state  securities or "blue sky" laws,
fees of the National  Association of Securities  Dealers,  Inc., transfer taxes,
fees of transfer  agents and  registrars  and costs of insurance and  reasonable
fees  and  disbursements  of one  counsel  for the  Investor  a "due  diligence"
examination of the Company and a review of all related documents,  but excluding
(i) any compensation of regular  employees of the Company which shall be paid in
any event by the Company and (ii)  Selling  Expenses,  are called  "Registration
Expenses".  All  discounts  and selling  commissions  and other  expenses of the
Investor,  including  attorneys' fees,  applicable to the sale of the Investor's
Common Stock are called "Selling Expenses".

     The  Company  will pay all  Registration  Expenses in  connection  with all
registration  statements  under  Sections  2 and  3.  All  Selling  Expenses  in
connection with each registration  statement under Section 2 or 3 shall be borne
by the Investor.

     6. Indemnification and Contribution.

     a. In the event of a registration or qualification of any of the Investor's
Common  Stock  under the  Securities  Act  pursuant  to the  provisions  of this
Agreement,  the Company  shall and hereby does  indemnify  and hold harmless the
Investor  thereunder,  its legal counsel and accountants and each underwriter of
the  Investor's  Common  Stock  thereunder  and each other  Person,  if any, who
controls the Investor or  underwriter  within the meaning of the  Securities Act
and Exchange Act laws, against any losses, claims, damages or liabilities, joint
or several,  to which the Investor's  Common Stock,  legal counsel,  accountant,
underwriter or controlling  Person may become subject under the Securities  Act,
the Exchange Act, State  securities  laws or otherwise,  insofar as such losses,
claims, damages or liabilities (or actions or proceedings,  whether commenced or
threatened,  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  under which the Investor's  Common Stock was registered
under the Securities Act and any preliminary  prospectus or final  prospectus or
summary  prospectus or other  document  contained  therein,  or any amendment or
supplement


<PAGE>

thereof,  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,  or (ii) any violation by the Company of
any federal, State or common law rule or regulation applicable to the Company in
connection with any such registration or qualification and the Company, and will
reimburse  the  Investor,  each such  legal  counsel  or  accountant,  each such
underwriter  and each such  controlling  Person for any legal or other  expenses
reasonably  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
reliance upon and in conformity with information furnished by the Investor,  any
such underwriter or any such controlling Person in writing duly executed by such
seller or underwriter,  as the case may be, specifically  stating that it is for
use in such registration statement or prospectus.

     b. In the event of a  registration  of any of the  Investor's  Common Stock
under the  Securities  Act pursuant to the  provisions  of this  Agreement,  the
Investor  will to the extent  permitted by law  indemnify  and hold harmless the
Company, each Person, if any, who controls the Company within the meaning of the
Securities  Act and the Exchange  Act, each officer of the Company who signs the
registration statement,  each director of the Company, each underwriter and each
Person who controls any underwriter within the meaning of the Securities Act and
the Exchange Act, against all losses, claims,  damages or liabilities,  joint or
several,  to  which  the  Company  or such  officer,  director,  underwriter  or
controlling  Person may become subject under the Securities Act, 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 under which the Investor's
Common Stock was registered  under the Securities Act pursuant to the provisions
of this Agreement,  any  preliminary  prospectus or final  prospectus  contained
therein,  or any amendment or supplement  thereof,  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,
and will reimburse the Company and each such officer, director,  underwriter and
controlling Person for any legal or other expenses  reasonably  incurred by them
in connection  with  investigating  or defending any such loss,  claim,  damage,
liability  or  action;  provided,  however,  that the  Investor  will be  liable
hereunder in any such case if and only 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 reliance upon
and in  conformity  with  information  pertaining  to  the  Investor,  as  such,
furnished in writing to the Company duly  executed by the Investor  stating that
it is  specifically  for  use in  such  registration  statement  or  prospectus;
provided,  further, that the liability of each seller hereunder shall be limited
to the proportion of any such loss, claim, damage, liability or expense which is
equal to the proportion that the public offering price of the shares sold by the
Investor under such  registration  statement  bears to the total public offering
price of all securities sold thereunder,  but not in any event to exceed the net
proceeds  received by the Investor  from the sale of its Common Stock covered by
such registration statement.

<PAGE>

     c. Promptly  after receipt by an indemnified  party  hereunder of notice of
the  commencement  of any action,  such  indemnified  party shall, if a claim in
respect thereof is to be made against the indemnifying  party hereunder,  notify
the  indemnifying  party in writing  thereof,  but the omission so to notify the
indemnifying  party shall not relieve it from any liability which it may have to
such indemnified party other than under this Section 6 and shall only relieve it
from any  liability  which  it may have to such  indemnified  party  under  this
Section 6 if and to the extent the indemnifying party is actually  prejudiced by
such omission.  In case any such action shall be brought against any indemnified
party and it shall notify the indemnifying  party of the  commencement  thereof,
the indemnifying party shall be entitled to participate in and, to the extent it
shall wish, to assume and undertake the defense thereof with counsel  reasonably
satisfactory to such indemnified  party, and, after notice from the indemnifying
party to such  indemnified  party of its election so to assume and undertake the
defense thereof,  the indemnifying party shall not be liable to such indemnified
party under this Section 6 for any legal expenses  subsequently incurred by such
indemnified  party in connection  with the defense thereof other than reasonable
costs of  investigation  and of  liaison  with  counsel so  selected;  provided,
however, that, if the defendants in any such action include both the indemnified
party and the indemnifying party and the indemnified party shall have reasonably
concluded  that  there  may be  reasonable  defenses  available  to it which are
different from or additional to those available to the indemnifying  party or if
the interests of the indemnified party reasonably may be deemed to conflict with
the interests of the indemnifying  party,  the indemnified  party shall have the
right to  select a  separate  counsel  and to assume  such  legal  defenses  and
otherwise to  participate  in the defense of such action,  with the expenses and
fees of such separate counsel and other expenses  related to such  participation
to be reimbursed by the indemnifying party as incurred.  No indemnifying  party,
in  defense  of any  such  action,  shall,  except  with  the  consent  of  each
indemnified  party,  consent  to the  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 action.

     d. In order to provide for just and equitable contribution in circumstances
in which the indemnification provided for in Section 6 is for any reason held to
be  unavailable  from the Company to an  indemnified  party with  respect to any
loss,  liability,  claim,  damage  or  expense  referred  to  therein,  then the
indemnifying  party, in lieu of indemnifying  such indemnified party thereunder,
shall  contribute to the amount paid or payable by such  indemnified  party as a
result  of such  loss,  liability,  claim,  damage  or  expense  (including  any
investigation,  legal and other  expense  incurred in connection  with,  and any
amount  paid in  settlement  of, any  action,  suit or  proceeding  or any claim
asserted,  but after  deducting  any  contribution  received by the Company from
persons  other than the  indemnified  parties,  such as Persons  who control the
Company within the meaning of the  Securities Act or the Exchange Act,  officers
of the  Company  who signed the  registration  statement  and  directors  of the
Company,  who may also be liable  for  contribution)  in such  proportion  as is
appropriate to reflect the relative fault of the indemnifying  party, on the one
hand, and of the  indemnified  party,  on the other hand, in connection with the
statements or omissions which resulted in such loss, liability, claim, damage or
expense as well as any other  relevant  equitable  considerations.



<PAGE>

The relative fault of the indemnifying  party and of the indemnified party shall
be determined by reference to, among other things, whether the untrue or alleged
untrue  statement of a material  fact or the  omission to state a material  fact
relates to information  supplied by the indemnifying party or by the indemnified
party and the parties'  relative  intent,  knowledge,  access to information and
opportunity  to correct or prevent such  statement or omission.  For purposes of
this Section 6(d), each Person, if any, who controls,  within the meaning of the
Securities  Act or the Exchange Act, any  indemnified  party shall have the same
rights to contribution as such indemnified  party, and each Person,  if any, who
controls the Company  within the meaning of the  Securities  Act or the Exchange
Act,  each  officer  of the  Company  who shall  have  signed  the  registration
statement  and each  director  of the  Company  shall  have the same  rights  to
contribution as the Company.  Any party entitled to contribution will,  promptly
after  receipt  of notice of  commencement  of any  action,  suit or  proceeding
against  such  party in respect  of which a claim for  contribution  may be made
against  another party or parties under this Section 6(d),  notify such party or
parties from whom contribution may be sought, but the omission so to notify such
party or parties  from whom  contribution  may be sought  shall not  relieve the
party or parties from whom  contribution may be sought from any other obligation
it or they may have  hereunder or otherwise  than under this Section  6(d).  The
provisions of Section 6 shall survive the  termination of this Agreement and the
registration of all of the Investor's Common Stock.

     7. Changes in Common Stock.

     a. If, and as often as, there is any change in the Common Stock by way of a
stock split,  stock  dividend,  combination  or  reclassification,  or through a
merger,  consolidation,  reorganization  or  recapitalization,  or by any  other
means, appropriate adjustment shall be made in the provisions hereof so that the
rights and  privileges  granted hereby shall continue with respect to the Common
Stock as so changed.

     b. The  Company  will not  effect or permit  to occur  any  combination  or
subdivision of shares which would materially adversely affect the ability of the
Investor to include its Common  Stock in any  registration  of its Common  Stock
contemplated  by this Agreement or the  marketability  of the Investor's  Common
Stock under any such registration.

     8. Rule 144  Reporting.  With a view to making  available  the  benefits of
certain rules and regulations of the Commission which may at any time permit the
sale of the Investor's  Common Stock to the public without  registration (but in
no  way  reducing  the  rights  of  the  Investor  hereunder  relating  to  such
registrations)  so long as the Common Stock of the Company shall  continue to be
registered  pursuant to the  requirements of Section 12 of the Exchange Act, and
until  that date that is two years (or for such  other  time  period as shall be
specified  in Rule 144(k) as the holding  period  required  for  termination  of
certain  restrictions  on sales of  restricted  securities by persons other than
affiliates) from the Closing Date, the Company agrees at its cost and expense to
use its reasonable best efforts to:

     a.  make  and  keep  public  information  available,  as  those  terms  are
understood and defined in Rule 144 under the Securities Act;


<PAGE>

     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;

     c. furnish to the Investor,  forthwith upon request a written  statement by
the Company as to its compliance  with the reporting  requirements  of such Rule
144 and of the  Securities  Act and the Exchange  Act, a copy of the most recent
annual or quarterly report of the Company,  and such other reports and documents
so filed by the  Company as the  Investor  may  reasonably  request in  availing
itself of any rule or regulation of the Commission allowing the Investor to sell
any of its Common Stock without registration; and

     d. furnish to the Investor,  in the event that the Investor is a "qualified
institutional  buyer" within the meaning of Rule 144A under the Securities  Act,
promptly upon written  request from the  Investor,  such  information  as may be
required  under  Rule 144A for  delivery  to any  prospective  purchaser  of the
Investor's  Common  Stock in order to permit the Investor to avail itself of the
benefits of the exemptions under the Securities Act afforded by such Rule.

     9. Additional Rights of the Investor. If any registration  statement of the
Company  refers  to the  Investor  by name or  otherwise  as the  Holder  of any
securities of the Company, then the Investor shall have the right to require (a)
the insertion therein of language, in form and substance reasonably satisfactory
to the  Investor,  to the effect that the holding by the  Investor of the Common
Stock  does not  necessarily  make the  Investor a  "controlling  person" of the
Company within the meaning of the Securities Act and is not to be construed as a
recommendation  by the Investor of the investment  quality of the Company's debt
or equity  securities  covered thereby and that such holding does not imply that
the Investor  will assist in meeting any future  financial  requirements  of the
Company,  or (b) in the event that such reference to the Investor's Common Stock
by name or  otherwise  is not  required by the  Securities  Act or any rules and
regulations  promulgated  thereunder,  the  deletion  of  the  reference  to the
Investor.

     10. Transfer or Assignment of Registration  Rights. The rights to cause the
Company to register the  Investor's  Common Stock granted to the Investor by the
Company under Section 2 or 3 may be transferred or assigned by the Investor to a
transferee  or assignee of any of the  Investor's  Common  Stock,  provided that
(except in the case of transfers  to  affiliates)  the Company is given  written
notice by the  Investor  at the time of or within a  reasonable  time after said
transfer  or  assignment,  stating the name and  address of said  transferee  or
assignee and identifying the securities with respect to which such  registration
rights  are  being  transferred  or  assigned,  and  provided  further  that the
transferee or assignee of such rights  assumes the  obligations  of the Investor
under this Agreement.

     11. "Market Stand-Off" Agreement". The Investor agrees, if requested by the
Company and an underwriter of Common Stock (or other securities) of the Company,
not to sell publicly any Common Stock (or other  securities) of the Company held
by it, other than


<PAGE>

securities   included  in  the   underwriting,   without  the  consent  of  such
underwriter,  during  the one  hundred  eighty  (180) day period  following  the
effective  date of a  registration  statement  of the  Company  filed  under the
Securities Act, provided that:

     a. such agreement only applies to the first such registration  statement of
the Company  including  securities  to be sold on its behalf to the public in an
underwritten offering which shall commence after the Effectiveness Period; and

     b. all other holders of one (1%) percent or more of the outstanding  Common
Stock of the Company (calculated on a fully-diluted  basis) and all officers and
directors of the Company enter into similar agreements.

     Such agreement  shall be in writing in a form  satisfactory  to the Company
and such  underwriter.  The Company may impose  stop-transfer  instructions with
respect to the shares (or securities) subject to the foregoing restriction until
the end of said one hundred eighty (180) day period.

     12. Miscellaneous.

     a. The Company has not entered, as of the date hereof, and shall not enter,
on or after  the date of this  Agreement,  any  agreement  with  respect  to its
securities which is inconsistent with the rights granted to the Investor in this
Agreement.

     b. The  provisions  of this  Agreement,  including  the  provisions of this
sentence,  may not be amended  (other than the last  sentence of Section  12(h),
modified  or  supplemented,  and  waivers or  consents  to  departures  from the
provisions hereof may not be given,  unless the Company has obtained the written
consent of the Investor.

     c. All notices, requests, consents and other communications hereunder shall
be in  writing  and shall be mailed by  certified  or  registered  mail,  return
receipt  requested,  postage  pre-paid,  or by nationally  recognized  overnight
courier  addressed  as follows:  (i) if to the Company,  at 2001 Marcus  Avenue,
Suite 290W, Lake Success,  New York 11042, (ii) if to the Investor,  at the most
current  address  given by the  Investor to the Company in  accordance  with the
provisions of this Section 12(c), or to such other address as any party may have
furnished to the other parties in writing in accordance herewith.

     d. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York  without  giving  effect to the  conflict  of laws
principles thereof.

     e. No failure to exercise  and no delay in  exercising,  on the part of the
Company or the  Investor of any right,  power or  privilege  granted  under this
Agreement  shall  operate as a waiver of such right,  power,  or  privilege.  No
single or partial exercise by the Company or the Investor of any right, power or
privilege  granted  under this  Agreement  shall  preclude  any other or further
exercise  thereof or the exercise of any other right,  power or


<PAGE>

privilege. The rights and remedies provided in this Agreement are cumulative and
are not exclusive of any rights or remedies provided by law.

     f. If any provision of this Agreement shall be held to be illegal,  invalid
or unenforceable,  such illegality,  invalidity or unenforceability shall attach
only to such  provision  and shall not in any manner  affect or render  illegal,
invalid  or  unenforceable  any  other  provision  of this  Agreement,  and this
Agreement shall be carried out as if any such illegal,  invalid or unenforceable
provision were not contained herein.

     g. The Company  will  maintain,  or will cause its  registrar  and transfer
agent to maintain,  a register  with respect to the  Investor's  Common Stock in
which all  transfers  of the  Investor's  Common  Stock of which the Company has
received  notice will be recorded.  The Company may deem and treat the person in
whose name the  Investor's  Common Stock are  registered in such register of the
Company as the owner thereof for all purposes,  including,  without  limitation,
the giving of notices under this Agreement.

     h. This  Agreement  shall inure to the  benefit of and be binding  upon the
successors and permitted  assigns of each of the parties and shall insure to the
benefit of the  Investor.  The Company may not assign its rights or  obligations
hereunder without the prior written consent of the Investor.

     i. This  Agreement  constitutes  the entire  agreement  of the parties with
respect  to the  subject  matter  hereof  and  supersedes  all prior  agreements
relating to the subject matter of this Agreement.

     j. This  Agreement  may be  executed in two or more  counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same  instrument  and it shall not be  necessary  in making proof of
this Agreement to account for more than one such counterpart.

     k. The headings in this Agreement are for convenience of reference only and
shall not limit or otherwise affect the meaning hereof.

     l. In any action or  proceeding  brought to enforce any  provision  of this
Agreement,  or where any provision hereof is validly asserted as a defense,  the
prevailing  party,  as  determined  by the court,  shall be  entitled to recover
reasonable attorneys' fees in addition to any other available remedy.

     m. Each of the parties hereto shall use all reasonable  efforts to take, or
cause to be taken,  all  appropriate  action,  do or cause to be done all things
reasonable necessary,  proper or advisable under applicable law, and execute and
deliver such  documents  and other  papers,  as may be required to carry out the
provisions of this  Agreement and the other  documents  contemplated  hereby and
consummate and make effective the transactions contemplated hereby.

<PAGE>

     n. This  Agreement  and the  obligations  of the  parties  hereunder  shall
terminate at the end of the Effectiveness  Period, except for any liabilities or
obligations  under  Sections  5, 6 and 8 above,  each of which  shall  remain in
effect in accordance with its terms.



<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be executed as of this 17th day of May, 1999.


                                      CREDITRISKMONITOR.COM



                                      By:____________________________________
                                         Name:  Jerome S. Flum
                                         Title: Chairman and President



                                      By:____________________________________
                                          Name:  Jerome S. Flum
                                          Title: General Partner
                                                  Flum Partners


     This page shall constitute a counterpart  copy of the  Registration  Rights
Agreement,  dated as of ____________,  199_, by and among  CreditRiskMonitor.Com
Inc. and Flum Partners.