INVESTOR RIGHTS AGREEMENT

This Investor Rights  Agreement  (this  "Agreement") is entered into as of April
13,  2000,  by and  among  Hidenet  Secure  Architectures,  Inc.,  a New  Jersey
corporation  ("Parent"),  NetworkPrivacy.com,  Inc., a Delaware corporation (the
"Company");  IBDH  LLC  ("IBDH");  and NP  Partners,  LLC,  a New  York  limited
liability company (the "Investor").

                                    RECITALS

    WHEREAS, the Investor,  Parent and the Company are entering into a Stock and
Option  Purchase  Agreement (the  "Purchase  Agreement") on the date hereof (the
"Closing  Date"),  pursuant  to which,  among  other  things,  the  Investor  is
acquiring  shares of Series A Preferred  Stock of the  Company  (the " Preferred
Shares") and will obtain an option (the "Option") to purchase  shares of Parent;
and

    WHEREAS,  in  order to  induce  the  Investor  to  enter  into the  Purchase
Agreement,  Parent,  the Company and IBDH  desire to grant to the  Investor  the
registration and other rights set forth herein.

NOW,  THEREFORE,  in  consideration  of the foregoing  recitals,  and the mutual
covenants set forth herein, the parties hereto agree as follows:

1.       Registration Rights. The Company covenants and agrees as follows:

         1.1.     Definitions. For purposes of this Section 1:

                  1.1.1.   The term "Exchange Act" means the Securities Exchange
                           Act of 1934, as amended.

                  1.1.2.   The term  "Registrable  Securities" means (i) any and
                           all  shares of  common  stock of the  Public  Company
                           issued or issuable upon conversion of preferred stock
                           (including  without limiting the Preferred Shares) or
                           upon  exercise of any warrants or options  (including
                           without  limitation  the Option) held by the Investor
                           to  purchase  shares  of common  stock of the  Public
                           Company;  or (ii) shares  issued in respect of shares
                           referred  to in (i) above in any  reorganization;  or
                           (iii) shares issued in respect of the shares referred
                           to in (i) or (ii) as a result of a share split, share
                           dividend, recapitalization or combination.

                  1.1.3.   "Public  Company"  means (i) Parent,  if the Investor
                           exercised the option granted pursuant to the Purchase
                           Agreement  or  notifies  the Public  Company  that it
                           intends to exercise said option,  or (ii) the Company
                           six months after the  consummation of an underwritten
                           public  offering  of the  securities  of the  Company
                           pursuant to the Securities Act.

                  1.1.4.   The terms "register", "registered" and "registration"
                           refer to a  registration  effected by  preparing  and
                           filing a registration  statement or similar  document
                           in  compliance  with  the  Securities  Act,  and  the
                           declaration  or  ordering  of  effectiveness  of such
                           registration statement or document.

                  1.1.5.   The term "SEC" shall mean the Securities and Exchange
                           Commission.

                  1.1.6.   The term "Securities Act" means the Securities Act of
                           1933, as amended.

         1.2.     Demand Registration Rights.

                  The Investor will have demand registration rights as follows:

                  1.2.1.   If the Public Company shall receive at any time after
                           the  expiration  of the  seventh  month from the date
                           hereof a written request from the Investor requesting
                           that the Public Company file a registration statement
                           under the Securities Act covering the registration of
                           any or all of the Registrable Securities then held by
                           the Investor, then the Public Company shall:

                           1.2.1.1. within  thirty  (30)  days  of  the  receipt
                                    thereof, give written notice of such request
                                    to all holders of  securities of such Public
                                    Company having registration rights; and

                           1.2.1.2. promptly  file and use its best  efforts  to
                                    have   declared   effective   as   soon   as
                                    practicable,   the  registration  under  the
                                    Securities Act of all Registrable Securities
                                    which the Investor and such holders  request
                                    to be registered.

                  1.2.2.   If the Investor intends to distribute the Registrable
                           Securities  covered  by its  request  by  means of an
                           underwriting,  it shall so advise the Public  Company
                           as a part  of  its  request  made  pursuant  to  this
                           section and such Public  Company  shall  include such
                           information  in the  written  notice  referred  to in
                           paragraph  1.2.1.1.  The underwriter will be selected
                           by the Investor and shall be reasonably acceptable to
                           such Public Company.  In such event, the right of any
                           holder to  include  securities  in such  registration
                           shall be conditioned upon such holder's participation
                           in  such  underwriting  and  the  inclusion  of  such
                           holder's  securities  in  the  underwriting   (unless
                           otherwise  mutually  agreed by a majority in interest
                           of the holders) to the extent  provided  herein.  All
                           holders,  proposing to  distribute  their  securities
                           through such  underwriting  shall (together with such
                           Public Company) enter into an underwriting  agreement
                           in   customary   form   with   the   underwriter   or
                           underwriters    selected   for   such   underwriting.
                           Notwithstanding  any other  provision of this section
                           1.2.2.  if the  underwriter  advises in writing  that
                           market factors  require a limitation of the number of
                           shares to be underwritten,  then the number of shares
                           that may be included in the underwriting on behalf of
                           each holder shall be allocated as follows: (i) first,
                           the Registrable  Shares held by the Investor and (ii)
                           second,  pro ratably  amongst the other holders based
                           upon a fraction:  (a) the  numerator  of which is the
                           number  of shares of such  Public  Company  each such
                           holder  other  than  the  Investor   requests  to  be
                           registered,  and (b) the  denominator of which is the
                           total number of shares all such holders request to be
                           registered.   For  purposes  of   allocation  of  the
                           securities  to be included in any  offering,  for any
                           holder which is a  partnership  or  corporation,  the
                           partners,  retired  partners and stockholders of such
                           holder  (and  in  the  case  of  a  partnership,  any
                           affiliated  partnerships),  or the estates and family
                           members of any such partners and retired partners and
                           any  trusts for the  benefit of any of the  foregoing
                           persons  shall be deemed to be a single  "seller"  or
                           "holder".

                  1.2.3.   Notwithstanding the foregoing, if such Public Company
                           shall furnish to the Investor a certificate signed by
                           the Chief  Executive  Officer of such Public  Company
                           stating that in the good faith  judgment of the Board
                           of Directors of such Public Company  compliance  with
                           this Agreement would  materially  interfere with such
                           Public  Company's  ability to  consummate  a material
                           transaction that such Public Company is engaged in at
                           such time or would be otherwise seriously detrimental
                           to such Public Company and its  stockholders for such
                           registration   statement   to  be  filed  and  it  is
                           therefore  essential  to  defer  the  filing  of such
                           registration  statement,  such Public  Company  shall
                           have the right to defer taking action with respect to
                           such filing for a period of not more than one hundred
                           and eighty (180) days after receipt of the request of
                           the  Investor;  provided,  however,  that such Public
                           Company may not utilize  this right more than once in
                           any six-month  period and provided,  further that the
                           Public  Company shall employ good faith in making all
                           determinations  described  herein,  including without
                           limitation the duration of any deferal period.

                  1.2.4.   In  addition,   neither   Public   Company  shall  be
                           obligated to effect, or to take any action to effect,
                           any registration pursuant to this Section 1.2:

                           1.2.4.1. After either Public Company has effected two
                                    (2)  registrations  pursuant to this Section
                                    1.2 which  have  been  declared  or  ordered
                                    effective  and the  Investor  no longer owns
                                    any Registrable Securities;

                           1.2.4.2. If less than 6 months  have  lapsed from the
                                    effective  date of a  previous  underwritten
                                    offering    resulting    from    a    demand
                                    registration  by the Investor or less than 4
                                    months lapsed from the  effective  date of a
                                    previous other underwritten  offering of the
                                    Public  Company's  securities to the public;
                                    or

                           1.2.4.3. If the Public Company delivers notice to the
                                    Investor  within  thirty  (30)  days  of any
                                    registration  request, of its intent to file
                                    a  registration  statement  for such  public
                                    offering within ninety (90) days and in fact
                                    does file such statement;  provided that the
                                    Public Company is actively employing in good
                                    faith all  reasonable  efforts to cause such
                                    registration statement to become effective.

         1.3.     Piggyback Registration Rights.

                  The  Investor  will  have  piggyback  registration  rights  as
                  follows:

                  1.3.1.   Registration  Rights.  If the Public Company proposes
                           to register for its own account or for the account of
                           other  security  holders  or both any of its stock or
                           other   securities   under  the   Securities  Act  in
                           connection   with  the   public   offering   of  such
                           securities solely for cash (other than a registration
                           relating   solely  to  the  sale  of   securities  to
                           participants  in a  Public  Company  incentive  stock
                           plan, on a Form S-8 or S-4, a  registration  effected
                           pursuant to Rule 145 under the  Securities  Act, or a
                           registration  on any  form  which  does  not  include
                           substantially   the  same  information  as  would  be
                           required to be included in a  registration  statement
                           covering  the  sale of the  Registrable  Securities),
                           such Public  Company  shall,  at such time,  promptly
                           give the  Investor and each holder of  securities  of
                           the   Public   Company   written   notice   of   such
                           registration.   Upon  the  written   request  of  the
                           Investor  and each  holder  within  twenty  (20) days
                           after mailing of such notice by the Public Company in
                           accordance  with  this  section  1.3.1,   the  Public
                           Company shall, subject to the provisions of paragraph
                           1.3.2  below,   cause  to  be  registered  under  the
                           Securities Act all of the Registrable Securities that
                           each such holder has requested to be registered.  The
                           Investor shall be entitled to an unlimited  number of
                           such piggyback registration rights.

                  1.3.2.   Underwriting.

                           1.3.2.1. If the  registration  of  which  the  Public
                                    Company  gives  notice  is for a  registered
                                    public offering  involving an  underwriting,
                                    the  Public  Company  shall  so  advise  the
                                    Investor  and each holder of  securities  of
                                    the Public  Company,  as part of the written
                                    notice given pursuant to paragraph 1.3.1. In
                                    such event,  the right of the  Investor  and
                                    each  holder  of  securities  of the  Public
                                    Company  to  registration  pursuant  to this
                                    subsection 1.3 shall be conditioned upon its
                                    participation  in such  underwriting and the
                                    inclusion of  Registrable  Securities in the
                                    underwriting to the extent provided  herein.
                                    The Investor  and each holder of  securities
                                    of the Public Company  participating in such
                                    registration shall, together with the Public
                                    Company,    enter   into   an   underwriting
                                    agreement   in   customary   form  with  the
                                    managing   underwriter   selected  for  such
                                    underwriting  by the Public  Company,  which
                                    underwriter  shall be reasonably  acceptable
                                    to  the   Investor   and  each   holder   of
                                    securities    of    the    Public    Company
                                    participating in such registration.

                  1.3.3.   Notwithstanding   any   other   provision   of   this
                           subsection   1.3,   if   the   managing   underwriter
                           determines  that market factors  require a limitation
                           of the  number  of  shares  to be  underwritten,  the
                           managing  underwriter  may limit the number of shares
                           to   be   included   in   such    registration   (the
                           "Underwriters' Cutback"); provided, however, that the
                           Underwriters' Cutback shall be restricted so that the
                           number of Registrable Securities in such registration
                           shall be no less than 10% of the shares  requested to
                           be included in such registration.

                  1.3.4.   In the case of an Underwriters'  Cutback,  the number
                           of  shares  that  may be  included  pursuant  to this
                           subsection  1.3 on  behalf of the  Investor  and each
                           holder in such  underwriting  shall be allocated  pro
                           ratably amongst the Investor and the other holders in
                           proportion   to  their   interests   in  the   Public
                           Corporation.   For  purposes  of  allocation  of  the
                           securities  to be included in any  offering,  for any
                           seller which is a  partnership  or  corporation,  the
                           partners,  retired  partners and stockholders of such
                           holder  (and  in  the  case  of  a  partnership,  any
                           affiliated  partnerships),  or the estates and family
                           members of any such partners and retired partners and
                           any  trusts for the  benefit of any of the  foregoing
                           persons shall be deemed to be a single seller.

         1.4.     S-3 Registration Rights.

                  1.4.1.   The Investor shall be entitled to an unlimited number
                           of  registrations  on Form S-3, at any time after the
                           Public  Company  becomes  eligible  for such  type of
                           registration statement.

                  1.4.2.   The Public  Company  shall,  as soon as  practicable,
                           effect such registration and all such  qualifications
                           and  compliances  as may be so requested and as would
                           permit or facilitate the sale and distribution of all
                           or such portion of the Registrable  Securities as are
                           specified in such request;  provided,  however,  that
                           the Public  Company  shall not be obligated to effect
                           any such  registration,  qualification or compliance,
                           pursuant to this  Section 1.4: (a) if Form S-3 is not
                           available for such  offering by the Investor;  (b) if
                           the sale of  Registrable  Securities  and such  other
                           securities  (if any) is at an aggregate  price to the
                           public  (net  of  any   underwriters'   discounts  or
                           commissions)  of less  than one  million  US  Dollars
                           ($1,000,000); (c) if the Public Company shall furnish
                           to the Investor a certificate signed by the President
                           of the Public Company  stating that in the good faith
                           judgment  of the  Board of  Directors  of the  Public
                           Company,  it would be  seriously  detrimental  to the
                           Public Company and its stockholders for such Form S-3
                           registration  to be effected  at such time,  in which
                           event  the  Public  Company  shall  have the right to
                           defer  the  filing  of  the  Form  S-3   registration
                           statement,  for a period of not more than ninety (90)
                           days after  receipt  of the  request of the Holder or
                           Holders  under this Section 1.4,  provided,  however,
                           that the Public  Company shall not utilize this right
                           more than once in any twelve month period; and (d) if
                           the Public Company has,  within the twelve (12) month
                           period  preceding the date of such  request,  already
                           effected a registration on Form S-3.

                  1.4.3.   Subject to the  foregoing,  the Public  Company shall
                           file   a   registration    statement   covering   the
                           Registrable   Securities  and  other   securities  so
                           requested  to be  registered  as soon as  practicable
                           after  receipt  of the  request  or  requests  of the
                           Investor and the holders of  securities of the Public
                           Company.  Registrations  effected  pursuant  to  this
                           Section  1.4  shall not be  counted  as  demands  for
                           registration or  registrations  effected  pursuant to
                           Sections 1.2.

         1.5.     Furnish Information.  It shall be a condition precedent to the
                  obligations of the Public Company to take any action  pursuant
                  to this Section 1 with respect to the  Registrable  Securities
                  that the Investor and each holder of  securities of the Public
                  Company shall furnish to the Public  Company such  information
                  regarding itself,  the Registrable  Securities held by it, and
                  the intended method of disposition of such securities as shall
                  be required  to effect the  registration  of such  Registrable
                  Securities.

         1.6.     Obligations  of the Public  Company.  Whenever  required under
                  this agreement to effect the  registration  of any Registrable
                  Securities,  the Public Company  shall,  as  expeditiously  as
                  reasonably possible:

                  1.6.1.   Prepare   and  file  with  the  SEC  a   registration
                           statement with respect to such Registrable Securities
                           and use its best  efforts to cause such  registration
                           statement to become effective,  and, upon the request
                           of the  holders  of a  majority  of  the  Registrable
                           Securities   registered    thereunder,    keep   such
                           registration  statement  effective  for up to  ninety
                           (90) days.

                  1.6.2.   Prepare  and file  with the SEC 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  all   securities   covered  by  such
                           registration statement.

                  1.6.3.   Furnish to the holders of Registrable Securities such
                           number   of  copies  of   prospectus,   including   a
                           preliminary   prospectus,   in  conformity  with  the
                           requirements  of the  Securities  Act, and such other
                           documents as they may reasonably  request in order to
                           facilitate the disposition of Registrable  Securities
                           owned by them.

                  1.6.4.   Use its best  efforts to  register  and  qualify  the
                           securities  covered  by such  registration  statement
                           under such other  securities or Blue Sky laws of such
                           jurisdictions as shall be reasonably requested by the
                           holders,  provided that the Public  Company shall not
                           be required in connection therewith or as a condition
                           thereto  to  qualify  to do  business  or to  file  a
                           general  consent  to  service  of process in any such
                           states or jurisdictions.

                  1.6.5.   In the  event of any  underwritten  public  offering,
                           enter  into  and  perform  its  obligations  under an
                           underwriting agreement, including indemnification and
                           other  customary  provisions,  in usual and customary
                           form, with the managing underwriter of such offering.
                           The  Investor and each holder  participating  in such
                           underwriting  shall also enter into and  perform  its
                           obligations under such an agreement.

                  1.6.6.   Notify the  Investor  and each holder of  Registrable
                           Securities covered by such registration  statement at
                           any  time  when  a  prospectus  relating  thereto  is
                           required to be delivered  under the Securities Act of
                           the  happening  of any event as a result of which the
                           prospectus  included in such registration  statement,
                           as then in effect,  includes an untrue statement of a
                           material  fact or  omits  to  state a  material  fact
                           required to be stated  therein or  necessary  to make
                           the statements therein not misleading in light of the
                           circumstances then existing.

                  1.6.7.   Use its best  efforts to  furnish,  at the request of
                           any holder  requesting  registration  of  Registrable
                           Securities  pursuant  to this  agreement  on the date
                           that such Registrable Securities are delivered to the
                           underwriters   for   sale   in   connection   with  a
                           registration  pursuant  to  this  agreement,  if such
                           securities  are being sold through  underwriters,  on
                           the date that the registration statement with respect
                           to such securities becomes effective, (i) an opinion,
                           dated  such date,  of the  counsel  representing  the
                           Public Company for the purposes of such registration,
                           in form  and  substance  as is  customarily  given to
                           underwriters  in  an  underwritten  public  offering,
                           addressed  to the  underwriters,  if any,  and to the
                           holders   requesting   registration   of  Registrable
                           Securities  and (ii) a letter  dated such date,  from
                           the independent  certified public  accountants of the
                           Public   Company,   in  form  and   substance  as  is
                           customarily  given by  independent  certified  public
                           accountants to underwriters in an underwritten public
                           offering, addressed to the underwriters,  if any, and
                           to the holders requesting registration of Registrable
                           Securities.

         1.7.     Expenses of  Registration.  The Public  Company shall bear and
                  pay all expenses incurred in connection with any registration,
                  filing or qualification of Registrable Securities with respect
                  to the  registrations  pursuant  to this  Section  1 for  each
                  holder  (which  right may be  assigned  as provided in Section
                  1.10),  including,   without  limitation,   all  registration,
                  filing, and qualification  fees,  printers and accounting fees
                  relating   or   apportionable   thereto   and  the   fees  and
                  disbursements  of counsel  for the Public  Company and no more
                  than  one  counsel   for  all  the   holders  of   Registrable
                  Securities,   but   excluding   underwriting   discounts   and
                  commissions  relating to Registrable  Securities and excluding
                  fees of legal  counsel  other  than  fees of  counsel  for all
                  holders of Registrable Securities.

         1.8.     Indemnification.  In the event any Registrable  Securities are
                  included in a registration statement under this Section 1:

                  1.8.1.   To the extent  permitted by law,  the Public  Company
                           will  indemnify  and hold  harmless  each  holder  of
                           Registrable  Securities,  any underwriter (as defined
                           in the  Securities  Act)  for  such  holder  and each
                           person,   if  any,  who   controls   such  holder  or
                           underwriter  within the meaning of the Securities Act
                           or the  Exchange  Act,  against any  losses,  claims,
                           damages,  or liabilities  (joint or several) to which
                           they may become subject under the Securities Act, the
                           Exchange Act or other  federal or state law,  insofar
                           as such losses,  claims,  damages, or liabilities (or
                           actions in respect thereof) arise out of or are based
                           upon any of the  following  statements,  omissions or
                           violations  (collectively  a  "Violation"):  (a)  any
                           untrue  statement  or alleged  untrue  statement of a
                           material   fact   contained   in  such   registration
                           statement,  including any  preliminary  prospectus or
                           final prospectus  contained therein or any amendments
                           or supplements  thereto,  (b) 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  (c)  any
                           violation or alleged  violation by the Public Company
                           of the  Securities  Act, the Exchange  Act, any state
                           securities law or any rule or regulation  promulgated
                           under the  Securities  Act,  the  Exchange Act or any
                           state securities law; and the Public Company will pay
                           to  each  such  holder,  underwriter  or  controlling
                           person  any  legal  or  other   expenses   reasonably
                           incurred by them in connection with  investigating or
                           defending any such loss, claim, damage, liability, or
                           action,  as such  expenses  are  incurred;  provided,
                           however,  that the indemnity  agreement  contained in
                           this subsection 1.8.1 shall not apply to amounts paid
                           in  settlement  of  any  such  loss,  claim,  damage,
                           liability,  or action if such  settlement is effected
                           without  the  consent  of the Public  Company  (which
                           consent  shall  not be  unreasonably  withheld),  nor
                           shall the  Public  Company  be liable in any case for
                           any such loss, claim, damage, liability, or action to
                           the  extent  that it arises out of or is based upon a
                           Violation  which  occurs  in  reliance  upon  and  in
                           conformity with written information  furnished by any
                           such holder, underwriter or controlling person.

                  1.8.2.   To the  extent  permitted  by  law,  each  holder  of
                           Registrable   Securities   will  indemnify  and  hold
                           harmless the Public  Company,  each of its directors,
                           each of its officers who has signed the  registration
                           statement,  each  person,  if any,  who  controls the
                           Public  Company  within the meaning of the Securities
                           Act,  any  underwriter,   any  other  holder  selling
                           securities  in such  registration  statement  and any
                           controlling  person of any such  underwriter or other
                           holder,   severally  but  not  jointly,  against  any
                           losses,  claims,  damages,  or liabilities  (joint or
                           several)  to which any of the  foregoing  persons may
                           become   subject,   under  the  Securities  Act,  the
                           Exchange Act or other  federal or state law,  insofar
                           as such losses,  claims,  damages, or liabilities (or
                           actions in respect thereto) arise out of or are based
                           upon any  Violation,  in each case to the extent (and
                           only to the  extent)  that such  Violation  occurs in
                           reliance   upon  and  in   conformity   with  written
                           information  furnished by such holder;  and each such
                           holder   will  pay  any   legal  or  other   expenses
                           reasonably  incurred  by any  person  intended  to be
                           indemnified  pursuant to this  subsection  1.8.2,  in
                           connection with  investigating  or defending any such
                           loss, claim, damage,  liability, or action; provided,
                           however,  that the indemnity  agreement  contained in
                           this subsection 1.8.2 shall not apply to amounts paid
                           in  settlement  of  any  such  loss,  claim,  damage,
                           liability  or action if such  settlement  is effected
                           without  the  consent of the  holder,  which  consent
                           shall not be unreasonably withheld;  provided,  that,
                           in no event shall any  indemnity  by any holder under
                           this subsection  1.8.2 exceed the gross proceeds from
                           the offering received by such holder.

                  1.8.3.   Promptly after receipt by an indemnified  party under
                           this Section 1.8 of notice of the commencement of any
                           action  (including  any  governmental  action),  such
                           indemnified party will, if a claim in respect thereof
                           is to be made  against any  indemnifying  party under
                           this Section 1.8, deliver to the indemnifying party a
                           written  notice of the  commencement  thereof and the
                           indemnifying   party   shall   have   the   right  to
                           participate  in, and, to the extent the  indemnifying
                           party so desires, jointly with any other indemnifying
                           party  similarly  noticed,   to  assume  the  defense
                           thereof with one counsel mutually satisfactory to the
                           parties; provided, however, that an indemnified party
                           (together  with all other  indemnified  parties which
                           may be represented  without  conflict by one counsel)
                           shall have the right to retain one separate  counsel,
                           with  the  fees  and  expenses  to  be  paid  by  the
                           indemnifying   party,  if   representation   of  such
                           indemnified  party  by the  counsel  retained  by the
                           indemnifying  party  would  be  inappropriate  due to
                           actual or potential  differing interests between such
                           indemnified  party and any other party represented by
                           such  counsel  in such  proceeding.  The  failure  to
                           deliver  written  notice  to the  indemnifying  party
                           within a reasonable  time of the  commencement of any
                           such action shall not relieve such indemnifying party
                           of any liability to the indemnified  party under this
                           Section 1.8 unless the  failure to deliver  notice is
                           materially  prejudicial to its ability to defend such
                           action.  Any omission to so deliver written notice to
                           the  indemnifying  party  will not  relieve it of any
                           liability that it may have to any  indemnified  party
                           otherwise than under this Section 1.8.

                  1.8.4.   If the  indemnification  provided for in this Section
                           1.8 is held by a court of competent  jurisdiction  to
                           be unavailable  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
                           hereunder,  shall  contribute  to the amount  paid or
                           payable by such indemnified party as a result of such
                           loss,  liability,  claim,  damage, or expense 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 in connection
                           with the  statements  or omissions  that  resulted in
                           such loss,  liability,  claim,  damage, or expense as
                           well as any other relevant equitable  considerations;
                           provided  that  in  no  event  shall  any  Holder  be
                           required to contribute under this subsection 1.8.4 an
                           aggregate amount in excess of the gross proceeds from
                           the offering received by such holder less any amounts
                           paid by the Holder pursuant to subsection  1.8.2. 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.

                  1.8.5.   Notwithstanding the foregoing, to the extent that the
                           provisions  on   indemnification   and   contribution
                           contained in the underwriting  agreement entered into
                           in connection with the  underwritten  public offering
                           are in conflict  with the foregoing  provisions,  the
                           provisions  in  the   underwriting   agreement  shall
                           control.

                  1.8.6.   The  obligations of the Public Company and holders of
                           Registrable  Securities  under this Section 1.8 shall
                           survive the completion of any offering of Registrable
                           Securities  in a  registration  statement  under this
                           Section 1, and otherwise.

         1.9.     Reports  under  the  Exchange  Act.  With  a  view  to  making
                  available  to  the  holders  of  Registrable   Securities  the
                  benefits of Rule 144 promulgated  under the Securities Act and
                  any other rule or  regulation  of the SEC that may at any time
                  permit a holder to sell  securities  of the Public  Company to
                  the public without  registration or pursuant to a registration
                  on Form S-3, the Public Company agrees:

                  1.9.1.   to make  and keep  public  information  available  as
                           those  terms are defined in Rule 144 and to file with
                           the SEC in a timely  manner  all  reports  and  other
                           documents  required of the Public  Company  under the
                           Securities Act and the Exchange Act; and

                  1.9.2.   to furnish to any holder,  so long as the holder owns
                           any  Registrable  Securities,  forthwith upon request
                           (i) a written statement by the Public Company that it
                           has complied with the reporting  requirements  of SEC
                           Rule 144, the Securities Act and the Exchange Act (at
                           any  time  after  it  has  become   subject  to  such
                           reporting  requirements),  (ii)  a copy  of the  most
                           recent  annual  or  quarterly  report  of the  Public
                           Company and such other reports and documents so filed
                           by  the   Public   Company,   and  (iii)  such  other
                           information as may be reasonably requested in writing
                           by any  holder of any rule or  regulation  of the SEC
                           which  permits  the  selling  of any such  securities
                           without registration.

         1.10.    Assignment of Registration Rights. The Investor may assign its
                  rights to cause the Public Company to register its Registrable
                  Securities  pursuant to this Section 1 to a transferee  of all
                  or any  part of its  Registrable  Securities.  The  transferor
                  shall,  within twenty (20) days after such  transfer,  furnish
                  the Public Company with written notice of the name and address
                  of such  transferee and the  securities  with respect to which
                  such   registration   rights  are  being  assigned,   and  the
                  transferee's  written agreement to be bound by this Section 1.
                  Notwithstanding  the  above,  in the event  that the  Investor
                  sells  Registrable  Securities to a transferee who is entitled
                  to sell  all of its  Registrable  Securities  under  Rule  144
                  during any one quarter,  then such  transferee  shall not have
                  the rights under Section 1 herein.

         1.11.    "Market Stand-Off" Agreement. The Investor and each transferee
                  thereof  hereby  agrees  that,  during the period of  duration
                  specified by the Public  Company and an  underwriter of common
                  stock or other securities of the Public Company, following the
                  effective  date  of a  registration  statement  of the  Public
                  Company filed under the  Securities  Act, it shall not, to the
                  extent  requested by the Public Company and such  underwriter,
                  directly or indirectly sell,  offer to sell,  contract to sell
                  (including,  without  limitation,  any short sale),  grant any
                  option to purchase or otherwise  transfer or dispose of (other
                  than  to  donees  who  agree  to  be  similarly  bound),   any
                  securities  of  the  Public  Company  held  by it  as  of  the
                  effective date, except Registrable Securities included in such
                  registration; provided, however, that:

                  1.11.1.  all officers and directors of the Public  Company and
                           holders  of 5% or  more  of the  outstanding  capital
                           stock  of  the  Public  Company  enter  into  similar
                           agreements  and the Public  Company  uses  reasonable
                           efforts to obtain similar  agreements  from all other
                           holders  of 1% or  more  of the  outstanding  capital
                           stock of the Public Company; and

                  1.11.2.  such market  stand-off  time period  shall not exceed
                           one hundred eighty (180) days following the effective
                           date  of  any  underwritten  public  offering  by the
                           Public Company of its securities.

                           The Investor and each  transferee  thereof  agrees to
                           provide  to  the  managing   underwriter(s)   of  any
                           underwritten  public offering such further  agreement
                           as  such   underwriter  may  reasonably   require  in
                           connection with this market stand-off  agreement.  In
                           order to enforce the foregoing  covenant,  the Public
                           Company may impose stop- transfer  instructions  with
                           respect to the Registrable Securities of the Investor
                           and each  transfer  (and the shares or  securities of
                           every   other   person   subject  to  the   foregoing
                           restriction) until the end of such period.

         1.12.    Termination of Registration  Rights. The right of the Investor
                  to  include  Registrable   Securities,   in  any  registration
                  pursuant  to Section 1.2 and the  obligation  to be subject to
                  the "market standoff"  provisions in Section 1.11 hereof shall
                  terminate  upon such  date as a public  trading  market  shall
                  exist for the Public  Company's common stock and all shares of
                  Registrable  Securities  beneficially owned or subject to Rule
                  144  aggregation  by the  Investor  may be sold under Rule 144
                  (without regard to Rule 144(k)) during any 90-day period.

2.   Restriction on Sales.

     The Investor shall not directly or indirectly sell, gift, dispose or assign
     or transfer any securities of the Company or Parent to any person or entity
     which is, directly or indirectly, a competitor of the Company or any of its
     subsidiaries,  unless such sale or transfer is part of the sale or transfer
     of all the Company's  shares or a merger,  consolidation  or other business
     combination of the Company and such competitor.

3.   Right of First Refusal.

         3.1.     General.  For  the  purposes  of  this  Section  3,  the  term
                  "Transfer"   shall  mean  any  sale,   assignment,   transfer,
                  hypothecation  or other  encumbrance  or disposition of in any
                  way.

         3.2.     Sale Notice. In the event IBDH shall desire to make a Transfer
                  of common  stock of Parent,  IBDH shall be  obligated to offer
                  them first to the Investor by giving  notice in writing to the
                  Investor (hereinafter "Sale Notice"),  provided, however, that
                  IBDH  shall  have  the  right  to sell up to an  aggregate  of
                  300,000  shares of common  stock of the  Parent  each  6-month
                  period without giving such Sale Notice.

         3.3.     Particulars  of Sale  Notice.  In the Sale  Notice  IBDH shall
                  include the number of shares of common  stock of the Parent it
                  wishes to Transfer  (hereinafter the "Offered Shares") and the
                  price for the Offered  Shares and all other terms therof.  The
                  Sale Notice shall be irrevocable

         3.4.     Purchase  Notice.  The  Investor  may inform  IBDH in writing,
                  within five (5) business  days from the date of receipt of the
                  Sale  Notice,  as to its  intention  to  purchase  the Offered
                  Shares,  the purchase of which shall be at the purchase  price
                  and  payment  condition  as  provided  for in the Sale  Notice
                  (hereinafter the "Purchase Notice"). In the event the Investor
                  has given such  Purchase  Notice,  the Investor  shall pay the
                  purchase  price  for  the  Offered   Shares,   in  immediately
                  available  funds,  within 7 business  days from receipt of the
                  Sale  Notice  or when such  shares  were to be paid for by the
                  proposed purchaser, whichever is later.

         3.5.     Sale to Third Party.  If by the end of the period  referred to
                  in  subsection  3.4  above,  IBDH has not  received a Purchase
                  Notice  with  respect to the total  number of Offered  Shares,
                  then IBDH may  Transfer  some or all of the Offered  Shares to
                  the  person  or   persons   described   in  the  sale   notice
                  (hereinafter  the "Offeree")  within 90 business days from the
                  expiration  of the  period  for  submission  of  the  Purchase
                  Notice,  at a price not less than the price  mentioned  in the
                  Sale Notice and upon all other  conditions  not more favorable
                  to the Offeree than those provided for in the Sale Notice.

         3.6.     Re-offer.  If IBDH shall not  Transfer  the Offered  Shares as
                  aforesaid  within the period of time  specified in  subsection
                  3.4,  IBDH shall be  obligated,  before  selling  the  Offered
                  Shares to  another,  to offer  them again to the  Investor  in
                  accordance  with  the  aforementioned   procedure,   and  such
                  procedure shall apply to any further offer.

         3.7.     Permitted  Transferees.  Notwithstanding the above, IBDH shall
                  be entitled to transfer its shares to "Permitted  Transferees"
                  without regard to the provisions of these Sections 3, 4 and 5.
                  A "Permitted  Transferee" shall mean any one of the following:
                  (a) a person or entity that controls or is controlled by or is
                  under common control with IBDH or either member of IBDH; (b) a
                  family  member  of  either  member  of IBDH or a trust for the
                  benefit thereof;  provided that the Permitted Transferee shall
                  furnish to the  Company and Parent a written  agreement  to be
                  bound by and comply with all provisions of this Agreement.

         3.8.     Expiration.  The right of first  refusal  granted  pursuant to
                  this Section 3, shall  terminate  upon the closing of a firmly
                  underwritten public offering of common stock of the Company or
                  the  Parent,  where the pre- money  valuation  is in excess of
                  Forty million dollars ($40,000,000) with gross proceeds to the
                  Parent or the Company in excess of Eight  million five hundred
                  thousand dollars ($8,500,000) (a "Qualified Offering").

4.       Co-Sale Rights.

         4.1.     Grant of Right.  Without  derogating  from the  provisions  of
                  Section 3 above,  to the  extent  that the  Investor  does not
                  exercise  its right of first  refusal  set forth in Section 3,
                  the Investor  shall have the right,  exercisable  upon written
                  notice to IBDH,  within three (3) business  days after receipt
                  of the Sale  Notice,  to  participate  in  IBDH's  sale of the
                  Offered Shares  pursuant to the specified terms and conditions
                  of the Sale  Notice.  The number of shares of common  stock of
                  Parent that IBDH may sell  pursuant to such Sale Notice  shall
                  be reduced,  so as to allow the Investor to participate in the
                  sale of such  number  of  shares  which is the  result  of the
                  multiplication  of the Offered  Shares by a fraction:  (a) the
                  numerator  of which is the number of shares of common stock of
                  the Parent  acquired  by the  Investor  upon  exercise  of the
                  Option;  and (b) the  denominator of which is the total number
                  of  shares of Common  Stock  owned by IBDH plus the  number of
                  shares of common stock of the Parent  acquired by the Investor
                  upon exercise of the Option.

         4.2.     Mechanics  of Transfer.  The Investor and IBDH shall  transfer
                  their respective stock certificates to the third party offeree
                  upon  consummation  of the sale of the Offered Shares pursuant
                  to the terms and  conditions  specified  in the Sale Notice to
                  the Investor, and such offeree shall promptly thereafter remit
                  to the Investor and to IBDH that portion of the sale  proceeds
                  to which it is entitled by reason of its participation in such
                  sale.  In the event that less than all the shares  represented
                  by such a stock  certificate  are sold  pursuant to Section 4,
                  IBDH shall instruct the Company to issue a new  certificate to
                  the Investor representing the shares not sold.

         4.3.     No Effect on Subsequent  Rights. The exercise or non- exercise
                  of the rights of the Investor  hereunder to participate in one
                  or more  sales of any  Offered  Shares  made by IBDH shall not
                  adversely  affect  the  Investor'  rights  to  participate  in
                  subsequent sales of Offered Shares by IBDH.

         4.4.     Exclusions.  The  co-sale  right  of the  Investor  shall  not
                  pertain or apply to any Transfer to any  Permitted  Transferee
                  of IBDH;  provided that  transferee or donee shall furnish the
                  Investor  with a written  agreement  to be bound by and comply
                  with all provisions of this Agreement.

         4.5.     Expiration.  The co-sale  right  granted  under this Section 4
                  shall terminate upon a Qualified Offering.

5.       Pre-emptive Rights.

         Subject to the terms and  conditions  specified in this Section 5, each
         of Parent and the Company  hereby  grants to the Investor a pre-emptive
         right with  respect to future  sales by the  Company  and Parent of its
         Securities  (as  hereinafter  defined),  other  than  in a  transaction
         registered  under the  Securities  Act,  or a merger  or other  Organic
         Transaction  (as defined in the Company's  Certificate of  Designations
         for the Preferred Shares) of the Company or the Parent.

         5.1.     General.  Each time the Company or Parent offers any shares of
                  its  common   stock,   or  securities   convertible   into  or
                  exercisable into its common stock ("Securities"),  the Company
                  or Parent, as the case may be, shall give prior written notice
                  of such  offering  to the  Investor  in  accordance  with  the
                  following provisions:

                  5.1.1.   The  Company  or  Parent,  as the case may be,  shall
                           deliver a written notice (the "Offer  Notice") to the
                           Investor stating (i) its bona fide intention to offer
                           such  Securities  (ii) the number of such  Securities
                           being  offered,  and (iii)  the price and terms  upon
                           which it is offering such Securities.

                  5.1.2.   Within  fourteen  (14) business days after giving the
                           Offer  Notice,  the Investor may elect to purchase or
                           obtain,  at the price and on the terms  specified  in
                           the Offer Notice,  up to Investor's  pro rata portion
                           necessary  to  maintain  its equity  interest  in the
                           Company  or  Parent,   as  the  case  may  be,  on  a
                           fully-diluted basis.

                  5.1.3.   If all  Securities  referred  to in the Offer  Notice
                           which  Investor  is  entitled  to obtain  pursuant to
                           Section 5.1.2 are not purchased as provided  therein,
                           the  Company  or  Parent,  as the case  may be,  may,
                           during the ninety (90) day business period  following
                           the  expiration  of the  period  provided  in Section
                           5.1.2 hereof, offer the Unpurchased Securities to any
                           person  or  persons  ("Offeree")  at a price not less
                           than, and upon terms no more favorable to the Offeree
                           than  those  specified  in the Offer  Notice.  If the
                           Company or Parent, as the case may be, does not enter
                           into an  agreement  for the  sale of the  unpurchased
                           Securities  within such period,  or if such agreement
                           is not  consummated  within ninety (90) business days
                           of  the  execution   thereof,   the  right   provided
                           hereunder  shall be  deemed  to be  revived  and such
                           unpurchased  Securities  shall not be offered  unless
                           first   re-offered  to  the  Investor  in  accordance
                           herewith.

         5.2.     Exceptions.  The pre-emptive right in this Section 5 shall not
                  be   applicable  to  (a)  the  issuance  or  sale  of  options
                  exercisable  for any shares of any class of  capital  stock of
                  the Company or Parent pursuant to a stock option plan approved
                  by  the  Company's  or  Parent's  Board  of  Directors  to its
                  officers,  directors,  employees  or  consultants,  (b) common
                  stock  issuable upon the  conversion of the Preferred  Shares,
                  (c) the issuance of securities  in  connection  with any stock
                  split,  stock dividend or  recapitalization  by the Company or
                  Parent, (d) dividends payable in common stock; or (e) issuance
                  of securities to a strategic investor.

         5.3.     Expiration.  The  pre-emptive  right granted  pursuant to this
                  Section 5 shall terminate upon a Qualified Offering.


6.       Bring Along Rights.

         6.1.     The Investor  agrees that, in the event that holders owning at
                  least  seventy  percent (70%) of the total number of shares of
                  capital  stock of the Parent  (the  "Proposing  Shareholders")
                  shall  have  approved  in writing a  transaction  or series of
                  related  transactions  with any person or persons  regarding a
                  sale of all of the outstanding  shares of Parent stock held by
                  such Proposing Shareholders, or the merger or consolidation or
                  other  recapitalization  of the Parent with another entity, or
                  the sale of assets of the  Parent to  another  entity,  or the
                  liquidation  or  dissolution  of the  Parent,  such  Proposing
                  Shareholders  shall be entitled,  at their option,  to require
                  the Investor to include all of its securities in the Parent in
                  such  transfer  at the same price and at the same other  terms
                  and conditions or to approve (by vote or written consent) such
                  merger,  consolidation,   recapitalization,  sale  of  assets,
                  liquidation or  dissolution,  by providing the Investor with a
                  notice (the  "Bring-Along  Notice"),  at least  fourteen  (14)
                  business  days  prior to the  consummation  of or vote for the
                  proposed  transaction,  setting forth in reasonable detail the
                  material terms and conditions of the proposed  transaction and
                  if applicable  the price per share at which the Investor shall
                  be required to sell its shares  (which price shall be equal to
                  the price at which such Proposing  Shareholders have agreed to
                  sell  their  shares  and shall be at least two times the price
                  per  share  paid  by  Investor)  (such  entitlement  shall  be
                  referred to herein as the "Bring-Along Rights"), provided that
                  the  Investor  shall not be so  obligated  unless the Investor
                  would  gain as a  result  of such  transaction  at least a 40%
                  annual  rate of  return  on the  purchase  price  paid for the
                  Preferred Shares and Option,  the purchase price thereof shall
                  be payable in cash upon the closing thereof,  and the Investor
                  shall not be required to make any  representation  or warranty
                  other than with respect to title to the  Preferred  Shares and
                  Option.

         6.2.     At the closing of the proposed  transaction (which date, place
                  and time shall be designated by the Proposing Shareholders and
                  provided  to  Investor  in writing at least five (5)  business
                  days prior  thereto),  the Investor  shall (if required by the
                  Proposing  Shareholders,   Parent  or  the  Company),  deliver
                  certificates  evidencing  all its shares,  duly  endorsed,  or
                  accompanied  by  written   instruments  of  transfer  in  form
                  satisfactory to the proposed purchaser,  duly executed, by the
                  Investor, free and clear of any liens, against delivery of the
                  purchase price therefor.

         6.3.     The Bring-Along Rights shall not apply to a disposition by any
                  stockholder  to (a) any other  shareholder  of the  Company or
                  Parent  or  (b) an  affiliate  of  the  Proposing  Shareholder
                  (including any family member of a stockholder or trust for the
                  benefit of a  stockholder  or family  members),  provided  the
                  transferee  agrees in  writing  to be subject to the terms and
                  conditions of this  Agreement as if it were an original  party
                  thereto.

         6.4.     The  Bring-Along  Rights  granted  under this  Section 6 shall
                  terminate upon a Qualified Offering.

7.       Restrictive Legends and Stop-Transfer Orders.

         7.1.     Legends.  Investor  understands  and agrees  that the  Company
                  shall   cause  the   legends   set  forth   below  or  legends
                  substantially  equivalent  thereto,  to  be  placed  upon  any
                  certificate(s)  evidencing  ownership of securities subject to
                  this  Agreement,  together  with any other legends that may be
                  required by state or federal securities laws:

         7.2.     "THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED
                  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "ACT").
                  THESE  SECURITIES  MAY NOT BE  TRANSFERRED OR RESOLD EXCEPT AS
                  PERMITTED UNDER THE ACT AND OTHER APPLICABLE SECURITIES LAWS."
                  "THE SHARES  REPRESENTED  BY THIS  CERTIFICATE  ARE SUBJECT TO
                  CERTAIN  REGISTRATION RIGHTS AND RESTRICTIONS ON TRANSFER,  AS
                  SET FORTH IN AN INVESTOR RIGHTS  AGREEMENT  BETWEEN THE ISSUER
                  AND THE ORIGINAL  HOLDER OF THESE SHARES,  A COPY OF WHICH MAY
                  BE  OBTAINED  AT THE  PRINCIPAL  OFFICE  OF THE  ISSUER.  SUCH
                  TRANSFER   RESTRICTIONS  AND  MARKET  STANDOFF  PROVISION  ARE
                  BINDING ON TRANSFEREES OF THESE SHARES."

         7.3.     Stop-Transfer  Notices.  Investor  agrees  that,  in  order to
                  ensure  compliance with the  restrictions  referred to herein,
                  the Company may issue appropriate "stop transfer" instructions
                  to its  transfer  agent,  if any,  and  that,  if the  Company
                  transfers  its  own  securities,   it  may  make   appropriate
                  notations to the same effect in its own records.

         7.4.     Refusal to Transfer.  The Company shall not be required (i) to
                  transfer  on its books any  securities  that have been sold or
                  otherwise transferred in violation of any of the provisions of
                  this Agreement or (ii) to treat as owner of such securities or
                  to accord the right to vote or pay  dividends to any purchaser
                  or other transferee to whom such securities shall have been so
                  transferred.

8.       Miscellaneous.

         8.1.     Successors and Assigns.  Except as otherwise  provided herein,
                  the terms and conditions of this Agreement  shall inure to the
                  benefit of and be binding upon the  respective  successors and
                  assigns of the parties (including transferees of any shares of
                  Registrable Securities). Nothing in this Agreement, express or
                  implied,  is  intended to confer upon any party other than the
                  parties hereto or their respective  successors and assigns any
                  rights,  remedies,  obligations,  or  liabilities  under or by
                  reason of this Agreement, except as expressly provided in this
                  Agreement.

         8.2.     Aggregation  of Stock.  All  securities  held or acquired  (or
                  common stock issuable upon conversion thereof) by the Investor
                  and  affiliated   entities  or  persons  shall  be  aggregated
                  together for the purpose of determining  the  availability  or
                  discharge of any rights under this Agreement.

         8.3.     Titles and  Subtitles.  The titles and subtitles  used in this
                  Agreement  are  used  for  convenience  only and are not to be
                  considered in construing or interpreting this Agreement.

         8.4.     Notices.  All  notices  and other  communications  required or
                  permitted  hereunder  shall be in writing,  shall be effective
                  when given,  and shall in any event be deemed to be given upon
                  receipt  or, if  earlier,  (a) five (5)  business  days  after
                  deposit  with  the U.S.  Postal  Service  or other  applicable
                  postal  service,  if  delivered  by first class mail,  postage
                  prepaid, or inter-country delivery (fifteen (15) business days
                  for inter-country  delivery),  (b) upon delivery, if delivered
                  by hand,  (c) one (1)  business  day after the business day of
                  deposit with  Federal  Express or similar  overnight  courier,
                  freight prepaid for  inter-country  delivery (two (2) business
                  days after such  deposit for inter-  country  delivery) or (d)
                  one (1)  business  day after  the  business  day of  facsimile
                  transmission,  if  delivered by  facsimile  transmission;  and
                  shall be addressed as follows:

                  if to the Investor:
                  NP Partners, LLC
                  83 Garden Road
                  Scarsdale, New York 10583

                  if to the Company, Parent or IBDH:

                  103 Medinat Hayehudam Street
                  Herzliya 46733 Israel
                  Attn: Ron Fussman

                  or in any other  address as a party may  designate by ten (10)
                  days' advance  written  notice to the other party  pursuant to
                  the provisions above.

         8.5.     Expenses.  If any action at law or in equity is  necessary  to
                  enforce  or  interpret  the  terms  of  this  Agreement,   the
                  prevailing  party shall be entitled to  reasonable  attorneys'
                  fees,  costs and  necessary  disbursements  in addition to any
                  other relief to which such party may be entitled.

         8.6.     Amendments  and  Waivers.  Any term of this  Agreement  may be
                  amended and the  observance of any term of this  Agreement may
                  be waived  (either  generally or in a particular  instance and
                  either retroactively or prospectively),  only with the written
                  consent of all the parties hereto.

         8.7.     Severability.  If one or more provisions of this Agreement are
                  held to be unenforceable  under applicable law, such provision
                  shall be excluded  from this  Agreement and the balance of the
                  Agreement  shall be  interpreted  as if such provision were so
                  excluded  and  shall be  enforceable  in  accordance  with its
                  terms.

         8.8.     Entire  Agreement.  This  Agreement  constitutes  the full and
                  entire  understanding  and agreement  between the parties with
                  regard to the subjects  hereof and thereof and  supersedes all
                  prior  agreements  and  understandings  with  respect  to  the
                  subject matter hereof.

         8.9.     Governing Law; Jurisdiction.  This Agreement shall be governed
                  by and construed in accordance  with the corporate laws of the
                  State of Delaware  and, as to any matter  other than matter of
                  corporate  law,  the laws of the State of New York,  excluding
                  that body of law  pertaining to conflicts of law. All disputes
                  arising  under or in  relation  to this  Agreement,  or to the
                  validity,  interpretation,  breach, violation of term thereof,
                  shall be finally  and  solely  determined  and  settled by the
                  competent  court for New York,  and each of the parties hereby
                  submits irrevocably to the jurisdiction of the court.

         8.10.    Counterparts.  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.



               [Remainder of Page Intentionally Omitted;
                   Signatures to Follow]
<PAGE>

     IN  WITNESS  WHEREOF,  the  parties  have  executed  this  Investor  Rights
Agreement as of the date first above written.

HIDENET SECURE ARCHITECUTURES, INC.
By: _________________________
Name: ________________________
Title: ________________________



NETWORKPRIVACY.COM, INC.        NP PARTNERS, LLC
By: _________________________   By: _________________________

Name: ________________________  Name: ________________________
Title:                          Title:
------------------------        ------------------------


IBDH, LLC

By: _________________________
Name: ________________________
Title:
------------------------



    IN WITNESS WHEREOF, the parties have executed this Investor Rights Agreement
as of the date first above written.

HIDENET SECURE ARCHITECUTURES, INC.
By: /s/ Ron Fussman_____________
Name: Ron Fussman
Title: President



NETWORKPRIVACY.COM, INC.        NP PARTNERS, LLC
By:         /s/         Robert  By:          /s/          Mark
Friedman_________               Hauser_____________

Name: Robert Friedman           Name: Mark S. Hauser
Title: Chief Executive Officer  Title: Manager


IBDH, LLC

By:           /s/          Ron
Fussman_____________
Name: Ron Fussman
Title:  Member