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                                                                   EXHIBIT 10.28


                          REGISTRATION RIGHTS AGREEMENT


        THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as
of March 5, 1998, by and between Direc-to-Phone International, Inc., a Delaware
corporation ("DTPI"), and the holders of stock of DTPI listed on the signature
page hereto (the "Stockholders").

        WHEREAS, in connection with DTPI's issuance of Series A Preferred Stock
and pursuant to that certain Stock Purchase Agreement dated as of the date
hereof (the "Purchase Agreement"), DTPI has agreed to enter into this
Registration Rights Agreement as a condition to the Closing thereunder.

        NOW THEREFORE, in consideration of the mutual agreements, covenants and
conditions and releases contained herein, DTPI and the Stockholders hereby agree
as follows:

1.      REGISTRATION RIGHTS

        DTPI hereby grants to each of the Stockholders the registration rights
set forth in this Section 1, with respect to the Registrable Securities (as
hereinafter defined) owned by such Stockholders. DTPI and the Stockholders agree
that the registration rights provided herein set forth the sole and entire
agreement on the subject matter among DTPI and the Stockholders.

      1.1   Definitions. As used in this Section 1:

                1.1.1   The terms "register," "registered," and "registration"
refer to a registration effected by filing with the Securities and Exchange
Commission (the "SEC") a registration statement (the "Registration Statement")
in compliance with the Securities Act of 1933, as amended (the "1933 Act"), and
the declaration or ordering by the SEC of the effectiveness of such Registration
Statement.

                1.1.2   The term "Registrable Securities" means (i) common Stock
of DTPI, including but not limited to, common stock issued or issuable upon
conversion of the shares of Series A Preferred Stock and Series B Preferred
Stock issued to the Stockholders, and (ii) any common stock of DTPI issued as
(or issuable upon the conversion or exercise of any warrant, right, or other
security that is issued as) a dividend or other distribution with respect to, or
in exchange or in replacement of, such Registrable Securities. In the event of
any recapitalization by DTPI, whether by stock split, reverse stock split, stock
dividend or the like, the number of shares of Registrable Securities used
throughout this Agreement for various purposes shall be proportionately
increased or decreased. Any security shall cease to be a Registrable Security at
such time as it is publicly saleable without restriction, pursuant to Rule
144(k) of the SEC, or any successor statute, rule or regulation.

                1.1.3   The term "STM" means STM Wireless, Inc., a Delaware
corporation.

                1.1.4   The term "Pequot Investors" means, collectively, Pequot
Private Equity Fund, L.P., a Delaware limited partnership, and Pequot Offshore
Private Equity Fund, Inc., a British Virgin Islands corporation.


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        1.2     Demand Registration.

                1.2.1   If (i) registration pursuant to section 1.9 hereof
cannot be effected and (ii) DTPI shall receive from either STM or the Pequot
Investors (the "Demanding Stockholder") a written demand (a "Demand
Registration") that DTPI effect a registration on Form S-1 under the 1933 Act of
at least 50% of the Registrable Securities held by such Demanding Stockholder,
then DTPI, within ten (10) days of the receipt thereof, shall give written
notice of such request to the Stockholder out of STM and the Pequot Investors
that is not the Demanding Stockholder (the "Other Stockholder"), and subject to
the limitations of this Section 1.2, shall use all reasonable commercial efforts
to effect as soon as practicable, and in any event within 120 days of the
receipt of such request, the registration under the Securities Act for resale of
all Registrable Securities which the Demanding Stockholder and the Other
Stockholder request to be registered within twenty (20) days of the mailing of
such notice by DTPI in accordance with Section 2.3 hereof, provided, however,
that DTPI shall not be obligated to take any action to effect any such
registration, pursuant to this Section 1.2

                        (a)     At any time prior to the consummation of DTPI's
initial public underwritten offering;

                        (b)     Within 90 days immediately following the
effective date of any Registration Statement pertaining to an underwritten
public offering of securities of DTPI for its own account, or 180 days in the
case of DTPI's initial public offering (other than a registration on Form S-4 or
a registration relating solely to employee benefit plans);

                        (c)     If the Demand Registration is requested by the
Pequot Investors and DTPI has already effected two Demand Registrations
requested by the Pequot Investors pursuant to this Section 1.2 or if the Demand
Registration is requested by STM and DTPI has already effected two Demand
Registrations requested by STM pursuant to this Section 1.2 pursuant to which
all of the Registrable Securities requested by the Pequot Investors or STM, as
the case may be, to be included in such Demand Registration were actually sold;
or

                        (d)     If DTPI shall furnish to the Stockholders a
certificate signed by the President of DTPI, stating that in the good faith
judgment of the Board of Directors of DTPI, after consultation with DTPI
counsel, that the filing of the Registration Statement at the date filing would
be required would require the disclosure of facts the disclosure of which, at
such time, would be seriously detrimental to DTPI and its stockholders, in which
case DTPI shall have an additional period of not more than 120 days within which
to file such Registration Statement; provided, however, that DTPI shall not use
this right more than once in any twelve month period.

                1.2.2   If the Demanding Stockholder intends to distribute the
Registrable Securities covered by its demand by means of an underwriting, it
shall so advise DTPI as part of its demand made pursuant to this Section 1.2.

        DTPI shall, together with the Stockholders proposing to distribute their
securities through such underwriting, enter into an underwriting agreement in
customary form with the underwriter or underwriters selected by the Demanding
Stockholder and reasonably acceptable to the Other 


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Stockholder and DTPI. In the case of an underwritten offering, the right of any
Stockholder to include Registrable Securities in such registration shall be
conditioned upon such Stockholder's participation in such underwriting on
customary terms. Notwithstanding any other provision of this Section 1.2, if the
underwriter shall advise such Stockholders in writing that marketing factors
(including, without limitation, an adverse effect on the per share offering
price) require a limitation of the number of shares to be underwritten, the
number of shares of Registrable Securities that may be included in the
registration and underwriting shall be reduced accordingly and shall be
allocated among all Stockholders thereof in proportion (as nearly as
practicable) to the amounts of Registrable Securities owned by each Stockholder,
provided, however, that the number of shares of Registrable Securities to be
included in such underwriting shall not be reduced unless all other securities
proposed to be included in such registration are first entirely excluded from
the underwriting. No Registrable Securities excluded from the underwriting by
reason of the underwriter's marketing limitation shall be included in such
registration.

        1.3     Company Registration.

                1.3.1   If at any time or from time to time DTPI shall determine
to register any of its securities, either for its own account or the account of
security holders (including the Stockholders), other than a registration
relating solely to employee benefit plans, a registration on Form S-4, or a
registration pursuant to Section 1.2 hereof, DTPI will:

                        (a)     promptly give to each of the Stockholders
written notice thereof (which shall include a list of the jurisdictions in which
DTPI intends to attempt to qualify such securities under the applicable blue sky
or other state securities laws); and

                        (b)     include in such registration (and any related
qualification under blue sky laws or other compliance), and in any underwriting
involved therein, all the Registrable Securities specified in a written request
or requests, made within 20 days after receipt of such written notice from DTPI,
by any of the Stockholders, except as set forth in Section 1.3.2 below.

                1.3.2   If the registration of which DTPI gives notice is for a
registered public offering involving an underwriting, DTPI shall so advise each
of the Stockholders as a part of the written notice given pursuant to Section
1.3.1(a). In such event, the right of any of the Stockholders to registration
pursuant to this Section 1.3 shall be conditioned upon such Stockholders'
participation in such underwriting and the inclusion of such Stockholders'
Registrable Securities in the underwriting to the extent provided herein. Each
of the Stockholders proposing to distribute their securities through such
underwriting shall, together with DTPI and the other parties distributing their
securities through such underwriting, enter into an underwriting agreement in
customary form with the underwriter or underwriters selected for such
underwriting by DTPI, including without limitation indemnification by the
selling Stockholders of the underwriters. Notwithstanding any other provision of
this Section 1.3, if the underwriter determines that marketing factors require a
limitation of the number of shares to be underwritten, the underwriter may limit
the number of Registrable Securities to be included in the registration and
underwriting, or may exclude Registrable Securities entirely from such
registration and underwriting subject to the terms of this paragraph. In such
event, DTPI shall so advise the Stockholders of DTPI's securities that would
otherwise be registered and underwritten pursuant hereto, and the number of
shares of such securities, including Registrable Securities, that may be
included in the registration and underwriting shall be allocated in the


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following manner: shares, other than securities to be offered by the Company for
its own account (which shall have priority) and other than Registrable
Securities, requested to be included in such registration by other stockholders
shall be excluded, and if a limitation on the number of shares is still
required, the number of Registrable Securities that may be included pursuant to
this Section 1.3 shall be allocated to the Stockholders with respect to their
Registrable Securities in proportion, as nearly as practicable, to the
respective amounts of Registrable Securities held by each such Stockholder at
the time of filing the Registration Statement (excluding any Registrable
Securities included pursuant to Section 1.2 hereof). For purposes of any
underwriter cutback, all Registrable Securities held by a Stockholder which is a
partnership or corporation shall also include any Registrable Securities held by
the partners, retired partners, stockholders or affiliated entities of such
Stockholder, 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, and
such Stockholder and other persons shall be deemed to be a single "Selling
Stockholder," and any pro rata reduction with respect to such "Selling
Stockholder" shall be based upon the aggregate amount of shares carrying
registration rights owned by all entities and individuals included in such
"Selling Stockholder," as defined in this sentence. No securities excluded from
the underwriting by reason of the underwriter's marketing limitation shall be
included in such registration. If any of the Stockholders disapproves of the
terms of the underwriting, it may elect to withdraw therefrom by written notice
to DTPI and the underwriter. The Registrable Securities so withdrawn shall also
be withdrawn from registration.

        1.4     Expenses of Registration. All expenses incurred in connection
with registration effected pursuant to Sections 1.2, 1.3 and 1.9, including
without limitation all registration, filing, and qualification fees (including
blue sky fees and expenses), printing expenses, escrow fees, fees and
disbursements of counsel for DTPI, and expenses of any special audits incidental
to or required by such registration, shall be borne by DTPI; provided, however,
that DTPI shall not be required to pay stock transfer taxes, underwriters'
discounts or commissions relating to Registrable Securities. Notwithstanding
anything to the contrary above, DTPI shall not be required to pay for any
expenses of any registration proceeding under Section 1.2 if the registration
request is subsequently withdrawn at the request of the Demanding Stockholder,
unless such Demanding Stockholder agrees to forfeit its right to a demand
registration pursuant to Section 1.2. In the absence of such an agreement to
forfeit, such Demanding Stockholder shall bear all such expenses.
Notwithstanding the preceding sentence, however, (a) if at the time of the
withdrawal, such Demanding Stockholder has learned of a material adverse change
in the condition, business, or prospects of DTPI from that known to such
Demanding Stockholder at the time of its request, or (b) in the event that such
withdrawal is requested on account of the Registration Statement not being
declared effective within at least ninety (90) days of the date of its filing
with the SEC, then such Demanding Stockholder shall not be required to pay any
of said expenses and shall retain their rights pursuant to Section 1.2.

        1.5     Obligations of DTPI. Whenever required under this Section 1 to
effect the registration of any Registrable Securities, DTPI shall, as
expeditiously as reasonably possible:

                1.5.1   Prepare and file with the SEC a Registration Statement
with respect to such Registrable Securities and use its diligent best efforts to
cause such Registration Statement to become effective, and keep such
Registration Statement effective for up to ninety (90) days or until the
Stockholders have completed the distribution relating thereto, provided however,
that (i) such 90-day period shall be extended for a period of time equal to the
period the Stockholder refrains from selling any securities included in such
registration at the request of an underwriter of Common 


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Stock (or other securities) of DTPI; and (ii) in the case of any registration of
Registrable Securities on Form S-3 which are intended to be offered on a
continuous or delayed basis, such 90-day period shall be extended, if necessary,
to keep the Registration Statement effective until all such Registrable
Securities are sold not to exceed a total period of 360 days, provided that Rule
415, or any successor rule under the Act, permits an offering on a continuous or
delayed basis, and provided further that applicable rules under the Act
governing the obligation to file a post-effective amendment permit, in lieu of
filing a post-effective amendment which (a) includes any prospectus required by
Section 10(A)(3) of the 1933 Act or (b) reflects facts or events representing a
material or fundamental change in the information set forth in the Registration
Statement, the incorporation by reference of information required to be included
in (i) and (ii) above to be contained in periodic reports filed pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"1934 Act"), in the Registration Statement.

                1.5.2   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 1933 Act with respect to the disposition of all securities
covered by such Registration Statement.

                1.5.3   Furnish to the Stockholders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the 1933 Act, and such other documents as they may reasonably
request in order to facilitate the disposition of Registrable Securities owned
by them.

                1.5.4   Use its reasonable 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 Stockholders, provided that DTPI 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.

                1.5.5   In the event of any underwritten public offering, enter
into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering. Each of the
Stockholders participating in such underwriting shall also enter into and
perform its obligations under such an agreement.

                1.5.6   Notify each of the Stockholders covered by such
Registration Statement at any time when a prospectus relating thereto is
required to be delivered under the 1933 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 the light of the circumstances then existing.

                1.5.7   Cause all such Registrable Securities registered
hereunder to be listed on each securities exchange on which similar securities
issued by DTPI are then listed.

                1.5.8   Provide a transfer agent and registrar for all
Registrable Securities registered hereunder and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of such
registration.


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                1.5.9   Furnish, at the request of any of the Stockholders, if
requesting registration of Registrable Securities pursuant to this Section 1, on
the date that such Registrable Securities are delivered to the underwriters for
sale in connection with a registration pursuant to this Section 1, if such
securities are being sold through underwriters, or 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 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 each Stockholder requesting registration of Registrable
Securities, and (ii) to the extent permitted under the rules of the AICPA, a
letter, dated such date, from the independent accountants of the Company, in
form and substance as is customarily given by independent accountants to
underwriters in an underwritten public offering, addressed to the underwriters,
if any, and to each Stockholder requesting registration of Registrable
Securities.

        1.6     Indemnification.

                1.6.1   DTPI will, and does hereby undertake to, indemnify and
hold harmless each Stockholder, each of such Stockholder's officers, directors,
partners and agents, and each person controlling such Stockholder, with respect
to any registration, qualification, or compliance effected pursuant to this
Section 1, and each underwriter, if any, and each person who controls any
underwriter, of the Registrable Securities held by or issuable to such
Stockholder, against all claims, losses, damages, and liabilities (or actions in
respect thereto) to which they may become subject under the 1933 Act, the 1934
Act, or other federal or state law arising out of or based on (i) any untrue
statement (or alleged untrue statement) of a material fact contained in any
prospectus, offering circular, or other similar document (including any related
Registration Statement, notification, or the like) incident to any such
registration, qualification, or compliance, or based on any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or (ii) any violation
or alleged violation by DTPI of any federal, state or common law rule or
regulation applicable to DTPI in connection with any such registration,
qualification, or compliance, and will reimburse, as incurred, each Stockholder,
each underwriter, and each director, officer, partner, agent and controlling
person, for any legal and any other expenses reasonably incurred in connection
with investigating or defending any such claim, loss, damage, liability, or
action; provided that DTPI will not be liable in any such case to the extent
that any such claim, loss, damage, liability or expense, arises out of or is
based on any untrue statement or omission based upon written information
furnished to DTPI by an instrument duly executed by any of the Stockholders or
underwriter and stated to be specifically for use therein.

                1.6.2   Each Stockholder will, if Registrable Securities held by
or issuable to such Stockholder are included in such registration,
qualification, or compliance, severally and not jointly, indemnify DTPI, each of
its directors, and each officer who signs a Registration Statement in connection
therewith, and each person controlling DTPI, each underwriter, if any, and, each
person who controls any underwriter, of DTPI's securities covered by such a
Registration Statement, against all claims, losses, damages, and liabilities (or
actions in respect thereof) arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any such Registration
Statement, prospectus, offering circular, or other document, or any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the 


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statements therein not misleading, and will reimburse, as incurred, DTPI, and
each such underwriter or other person, for any legal or any other expenses
reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability, or action, in each case to the extent, but only
to the extent, that such untrue statement (or alleged untrue statement) or
omission (or alleged omission) was made in such Registration Statement,
prospectus, offering circular, or other document, in reliance upon and in
conformity with written information furnished to DTPI by an instrument duly
executed by such Stockholder and stated to be specifically for use therein;
provided, however, that the liability of each such Stockholder hereunder shall
be limited to the net proceeds received by such Stockholder from the sale of
securities under such Registration Statement. In no event will any Stockholder
be required to enter into any agreement or undertaking in connection with any
registration under this Section 1 providing for any indemnification or
contribution obligations on the part of such Stockholder greater than such
Stockholder's obligations under this Section 1.6.

                1.6.3   Each party entitled to indemnification under this
Section 1.6 (the "Indemnified Party") shall give notice to the party required to
provide such indemnification (the "Indemnifying Party") of any claim as to which
indemnification may be sought promptly after such Indemnified Party has actual
knowledge thereof, and shall permit the Indemnifying Party to assume the defense
of any such claim or any litigation resulting therefrom; provided that counsel
for the Indemnifying Party, who shall conduct the defense of such claim or
litigation, shall be subject to approval by the Indemnified Party (whose
approval shall not be unreasonably withheld) and the Indemnified Party may
participate in such defense with its separate counsel at the Indemnifying
Party's expense if representation of such Indemnified Party would be
inappropriate due to actual or reasonably likely differing interests between
such indemnified party and any other party represented by such counsel in such
proceeding; and provided further that the failure of any Indemnified Party to
give notice as provided herein shall not relieve the Indemnifying Party of its
obligations under this Section 1, except to the extent that such failure to give
notice shall materially adversely affect the Indemnifying Party in the defense
of any such claim or any such litigation. No Indemnifying Party, in the defense
of any such claim or litigation, shall, except with the consent of each
Indemnified Party, consent to entry of any judgment or enter into any settlement
that does not include as an unconditional term thereof the giving by the
claimant or plaintiff therein, to such Indemnified Party, of a release from all
liability in respect to such claim or litigation.

        1.7     Information by the Stockholders. If any Stockholder includes
Registrable Securities in any registration, such Stockholder shall furnish to
DTPI such information regarding such Stockholder, and the distribution proposed
by such Stockholder, as DTPI may reasonably request in writing and as shall be
required in connection with any registration, qualification, or compliance
referred to in this Section 1.

        1.8     Transfer of Registration Rights. The rights of the Stockholders
contained in Sections 1.2, 1.3 and 1.9 hereof, to cause DTPI to register the
Registrable Securities, may be assigned or otherwise conveyed to a transferee or
assignee of Registrable Securities, who shall be considered a "Stockholder," as
applicable, for purposes of this Section 1; provided that such transferee or
assignee (a) receives such securities as an officer, employee, director,
partner, shareholder, or member of a Holder, or (b) holds at least 100,000
shares of Registrable Securities held by the transferring Holder; and, provided
further that the transfer or assignment complied with the provisions of Section
3.2 of the Stockholders Agreement, to the extent applicable, and DTPI is 


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given written notice by such Stockholder at the time of or within a reasonable
time after said transfer stating the name and address of said transferee or
assignee and identifying the securities with respect to which such registration
rights are being assigned. Nothing in this Section 1.8 shall cause an increase
in the number of Demand Registrations described in Section 1.2.1.

        1.9     Form S-3. If DTPI's stock becomes publicly traded, DTPI shall
use its reasonable best efforts to qualify for registration on Form S-3. After
DTPI has qualified for the use of Form S-3, the Stockholders shall have the
right to request registrations on Form S-3 under this Section 1.9. Subject to
the foregoing, DTPI will use its reasonable best efforts to effect promptly the
registration of shares of Registrable Securities on Form S-3, as the case may
be, to the extent requested in writing by the holders of at least 20%; provided,
however, that DTPI shall not be obligated to effect any such registration (i) if
the Stockholders propose to sell Registrable Securities and such other
securities (if any) at an aggregate price to the public of less than $1,000,000,
(ii) more than twice during any twelve (12) month period or (iii) in the event
that the conditions set forth in Section 1.2.1 (b) and (d) are met (but subject
to the limitations set forth therein).

        1.10    Delay of Registration. No Stockholder shall have any right to
obtain or seek an injunction restraining or otherwise delaying any such
registration as the result of any controversy that might arise with respect to
the interpretation or implementation of this Section 1.

        1.11    Rule 144 Reporting. With a view to making available to the
Stockholders the benefits of certain rules and regulations of the SEC which may
permit the sale of the Registrable Securities to the public without
registration, DTPI agrees to use its reasonably best efforts to:

                1.11.1  Make and keep public information available, as those
terms are understood and defined in SEC Rule 144 or any similar or analogous
rule promulgated under the 1933 Act, at all times commencing ninety (90) days
after the effective date of the first registration filed by DTPI for an offering
of its securities to the general public;

                1.11.2  File with the SEC, in a timely manner, all reports and
other documents required of DTPI under the 1933 Act and 1934 Act; and

                1.11.3  So long as a Stockholder owns any Registrable
Securities, furnish to such Stockholder upon request: a written statement by
DTPI as to its compliance with the reporting requirements of said Rule 144 of
the 1933 Act, and of the 1934 Act (at any time after it has become subject to
such reporting requirements); a copy of the most recent annual or quarterly
report of DTPI; and such other reports and documents as a Stockholder may
reasonably request in availing itself of any rule or regulation of the SEC
allowing it to sell any such securities without registration.

        1.12    "Market Stand-Off" Agreement. Each Stockholder hereby agrees
that during the 180-day period following the effective date of a Registration
Statement of DTPI filed under the 1933 Act covering the initial public offering
of DTPI's common stock, and during the 90-day period following the effective
date of a Regulation Statement under the 1933 Act covering any other offering,
he, she or it shall not, to the extent requested by DTPI and any underwriter,
sell or otherwise transfer or dispose of (other than to donors who agree to be
similarly bound) any common stock of DTPI held by him, her or it at any time
during such period except common stock included in such registration; provided,
however, that all officers and directors of DTPI and all other persons 


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with registration rights (whether or not pursuant to this Agreement) enter into
substantially identical agreements. In order to enforce the foregoing covenant,
DTPI may impose stop-transfer instructions with respect to the Registrable
Securities of each Stockholder (and the shares or securities of every other
person subject to the foregoing restriction) until the end of such period.

        1.13    Amendment of Registration Rights. Any provision of this Section
1 may be amended and the observance thereof may be waived (either generally or
in a particular instance and either retroactively or prospectively) only with
the written consent of DTPI and the Stockholders owning a majority of the
Registrable Securities owned by all Stockholders, provided, however, that any
such amendment, modification or waiver that would adversely affect the rights
hereunder of any Stockholder without similarly affecting the rights hereunder of
all Stockholders shall not be effective as to such Stockholder without its prior
written consent. Any amendment or waiver effected in accordance with this
paragraph shall be binding upon each Stockholder, each future holder of
Registrable Securities and DTPI.

        1.14    Expiration of Rights. The registration rights granted under this
Section 1 shall expire on the earlier of (i) five (5) years from the first sale
of common stock of DTPI to the public pursuant to a firm underwriting, which
sale is effected pursuant to a Registration Statement filed with, and declared
effective by, the SEC under the 1933 Act, that results in DTPI's common stock
being listed on a national exchange or the Nasdaq National Market (a "Qualified
Offering") or (ii) with respect to any Stockholder at such time as all
Registrable Securities of such Stockholder may be publicly sold without
restriction pursuant to Rule 144.

2.      MISCELLANEOUS

        2.1     Governing Law. All questions concerning the construction,
interpretation and validity of this Agreement shall be governed by and construed
and enforced in accordance with the domestic laws of the State of Delaware,
without giving effect to any choice or conflict of law provision or rule
(whether in the State of Delaware or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of
Delaware. In furtherance of the foregoing, the internal law of the State of
Delaware will control the interpretation and construction of this Agreement,
even if under such jurisdiction's choice of law or conflict of law analysis, the
substantive law of some other jurisdiction would ordinarily apply.

        2.2     Entire Agreement. This Agreement constitutes the full and entire
understanding and agreement between the parties with respect to the subject
matter hereof.

        2.3     Notices. Any notice, request or other communication required or
permitted hereunder shall be given in writing and shall be deemed to have been
duly given if personally delivered or if telegraphed, or mailed by registered or
certified mail, postage prepaid, at the respective addresses of the parties as
set forth on the signature page hereto and shall be deemed to have been received
when delivered. Any party hereto may by notice so given change its address for
future notices hereunder.

        2.4     Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


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        2.5     Severability. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision.


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        2.6     Captions. The captions and headings to Sections of this
Agreement have been inserted for identification and reference purposes only and
shall not be used to construe the meaning or the interpretation of this
Agreement.

        2.7     Conflicting Agreements. DTPI shall not enter into any other
agreements or grant any other rights that are inconsistent with the rights of
the Stockholders hereunder, or that would impair the exercise of those rights.

        2.8     Waiver of Jury Trial; Consent to Jurisdiction. Each of the
parties irrevocably (a) waives any and all right to trial by jury in any legal
proceeding arising out of this Agreement, or any of the transactions
contemplated hereby, (b) submits to the nonexclusive personal jurisdiction in
the State of California, the courts thereof and the United States District
Courts sitting therein, for the enforcement of this Agreement, (c) waives any
and all personal rights under the law of any jurisdiction to object on any basis
(including, without limitation, inconvenience of forum) to jurisdiction or venue
within the State of California for the purpose of litigation to enforce this
Agreement, and (d) agrees that service of process may be made upon it in the
manner prescribed in Section 2.3 for the giving of notices to the parties.


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<PAGE>   12
        IN WITNESS WHEREOF, this Registration rights agreement has been duly
executed and delivered by the parties as of the date first above written.


                                       DTPI

Address:                               DIREC-TO-PHONE INTERNATIONAL, INC.

One Mauchly
Irvine, California  92618              By:______________________________________
Facsimile:  (714) 753-0808
Attention:  Emil Youssefzadeh          Its:_____________________________________

                                       STOCKHOLDERS

Address:                               PEQUOT PRIVATE EQUITY FUND, L.P.

Amiel M. Peretz                        By:  Pequot Private Equity Partners, LLC,
Pequot Private Equity Partners, LLC         General Partner
354 Pequot Avenue
Southport, Connecticut  06490          By:______________________________________
Facsimile: 203-255-2558                     Lawrence D. Lenihan,
                                            Managing Member

Address:                               PEQUOT OFFSHORE PRIVATE EQUITY FUND, INC.

Amiel M. Peretz                        By:  Pequot Private Equity Partners, LLC,
Pequot Private Equity Partners, LLC         Investment Manager
354 Pequot Avenue
Southport, Connecticut  06490
Facsimile: 203-255-2558                By:______________________________________
                                            Lawrence D. Lenihan,
                                            Managing Member

Address:                               STM WIRELESS, INC.

One Mauchly
Irvine, California  92618              By:______________________________________
Facsimile:  (714) 753-0808
Attention:  Emil Youssefzadeh          Its:_____________________________________


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