Exhibit 4e



                          REGISTRATION RIGHTS AGREEMENT

                  THIS  REGISTRATION  RIGHTS  AGREEMENT,  dated as of August 21,
1997  (this  "Agreement")  is made by and  between  DYNAGEN,  INC.,  a  Delaware
corporation (the  "Company"),  and the person named on the signature page hereto
(the "Initial Investor").

                              W I T N E S S E T H:

                  WHEREAS,  upon the terms and subject to the  conditions of the
Stock  Purchase  Agreement,  dated as of August 21,  1997,  between  the Initial
Investor  and the Company  (the  "Stock  Purchase  Agreement"),  the Company has
agreed to issue and sell to the  initial  investor  Shares of Series C Preferred
Stock and Series D Preferred Stock of the Company  (collectively  the "Preferred
Stock"),  and  warrants to purchase  up to 250,000  shares of Common  Stock (the
"Warrants")  (which may be  increased by an  additional  300,000  warrants  upon
certain circumstances (the "Additional  Warrants") which Preferred Stock will be
convertible  into  shares  of the  common  stock,  $.01 par value  (the  "Common
Stock"), of the Company (the "Conversion  Shares") upon the terms and subject to
the conditions of such Preferred Stock, and the Warrants will be exercisable for
shares of Common Stock (the "Warrant Shares"); and

                  WHEREAS, to induce the Initial Investor to execute and deliver
the  Stock  Purchase  Agreement,  the  Company  has  agreed to  provide  certain
registration rights under the Securities Act of 1933, as amended,  and the rules
and regulations thereunder, or any similar successor statute (collectively,  the
"Securities Act"), with respect to the Conversion Shares and Warrant Shares;

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual covenants contained herein and other good and valuable consideration, the
receipt and  sufficiency of which are hereby  acknowledged,  the Company and the
Initial Investor hereby agrees as follows:

                  1.       DEFINITIONS.

                  (a) As used in this Agreement,  the following terms shall have
the following meanings:

                  (i)  "Additional  Warrant  Shares"  means the shares of Common
Stock issuable upon exercise of the Additional Warrants.

                  (ii) "Investor"  means the Initial  Investor and any permitted
transferee  or assignee  who agrees to become  bound by the  provisions  of this
Agreement in accordance with Section 9 hereof.

                  (iii)  "Potential  Material Event" means any of the following:
(a)  the  possession  by the  Company  of  material  information  not  ripe  for
disclosure   in  a   registration   statement,   which  shall  be  evidenced  by
determinations  in good  faith by the Board of









                                      -2-

Directors of the company that disclosure of such information in the registration
statement  would be detrimental  to the business and affirms of the Company;  or
(b) any material  engagement or activity by the Company which would, in the good
faith  determination  of the Board of  Directors  of the  Company,  be adversely
affected  by  disclosure  in  a  registration  statement  at  such  time,  which
determination shall be accompanied by a good faith determination by the Board of
Directors of the Company that the  registration  statement  would be  materially
misleading absent the inclusion of such information.

                  (iv) "Register,"  "Registered," and "Registration"  refer to a
registration  effected  by  preparing  and filing a  Registration  Statement  or
Statements in compliance  with the Securities Act and pursuant to Rule 415 under
the Securities Act or any successor rule providing for offering  securities on a
continuous  basis ("Rule 415"), and the declaration or ordering of effectiveness
of such  Registration  Statement by the United  States  Securities  and Exchange
Commission (the "SEC").

                  (v) "Registerable  Securities" means the Conversion Shares and
the Warrant Shares.

                  (vi) "Registration  Statement" means a registration  statement
of the Company under the Securities Act.

                  (b)  Capitalized  terms used herein and not otherwise  defined
herein  shall  have the  respective  meanings  set forth in the  Stock  Purchase
Agreement.

                  2. REGISTRATION.

                  (a) MANDATORY REGISTRATION. The Company shall prepare and file
with the SEC, no later than  forty-five  (45) days following the initial Closing
Date under the Stock  Purchase  Agreement,  and the  issuance of the  Additional
Warrants, if issued, either a Registration Statement on Form S-3 registering for
resale by the  Investor a  sufficient  number of shares of Common  Stock for the
Initial  Investors  (or such lesser number as may be required by the SEC, but in
no event less than the number of shares into which the Preferred  Stock would be
convertible and the Warrants  exercisable at the time of filing of the Form S-3,
or an amendment to any pending Company  Registration  Statement on Form S-3, and
such Registration  Statement or amended Registration Statement shall state that,
in  accordance  with Rule 416 and 457 under the  Securities  Act, it also covers
such  indeterminate  number of  additional  shares of Common Stock as may become
issuable upon conversion of the Preferred Stock and the Exercise of the Warrants
resulting  from  adjustment  in the  Conversion  Price,  or to prevent  dilution
resulting from stock splits, or stock  dividends).  If at any time the number of
shares of Common  Stock into which the  Preferred  Stock may be converted or the
Warrants  or  Additional  Warrants,  if issued,  are  exercisable,  exceeds  the
aggregate number of shares of Common Stock then  registered,  the Company shall,
within  fifteen (15) business  days after  receipt of a written  notice from any
Investor,  either  (i) amend the  Registration  Statement  filed by the  Company
pursuant to the preceding sentence, if such Registration  Statement has not been
declared  effective  by the SEC at that time,  to register  all shares of Common
Stock  into 






                                      -3-


which the  Preferred  Stock may be  converted,  or the  Warrants  or  Additional
Warrants if issued are exercisable,  or (ii) if such Registration  Statement has
been declared effective by the SEC at that time, file with the SEC an additional
Registration  Statement  on Form S-3 to register the shares of Common Stock into
which the  preferred  Stock may be  converted,  or the  Warrants  or  Additional
Warrants, if issued, are exercisable, that exceed the aggregate number of shares
of Common Stock already registered.  If the state of the SEC determines that all
of the  Conversion  Shares cannot be registered by the Company for resale by the
Investor because, in the view of the staff, such registration would constitute a
primary  offering the Company,  then the Company shall have an additional  sixty
(60) days in which to amend such  registration  statement  to another  available
form.

                  (B)      PAYMENTS BY THE COMPANY.

                           (i)  If  the  Registration   Statement  covering  the
Registrable  Securities  is not filed in proper  form  with the  Securities  and
Exchange  Commission with  forty-five  (45) days after the Closing,  the Company
will make payment to the Initial Investor in the amount of $500 per day for each
$10,000  in  principal  amount  of  Preferred  Stock  outstanding  for  each day
thereafter until such Registration  Statement, in proper form, is filed with the
Securities and Exchange Commission.

                           (ii)  If  the  Registration  Statement  covering  the
Registrable  Securities  required to be filed by the Company pursuant to Section
2(a) hereof is not  effective  (x) on the earlier of (i) five days after  notice
from the Securities and Exchange Commission that the Registration  Statement may
be declared  effective,  or (ii) ninety (90) days following the initial  Closing
Date (the "Initial  Date"),  (except as provided by the last sentence of Section
2a), or (y) on the  conclusion of a Suspension  Period as defined in P. 3f, then
the Company  will make  payments to the Initial  Investor in such amounts and at
such times as shall be determined  pursuant to this Section 2(b).  The amount to
be paid by the Company to the Initial  Investor  shall be  determined as of each
Computation  Date,  and such amount  shall be equal to two and one-half (2 1/2%)
percent of the purchase  price paid by the Initial  Investor  for all  Preferred
Stock then purchased and  outstanding  pursuant to the Stock Purchase  Agreement
for any period fro the Initial Date to the first  Computation  Date, and to each
Computation date thereafter,  to the date the Registration Statement is declared
effective by the SEC (pro rated for partial  periods) (the  "Periodic  Amount").
The full Periodic  Amount shall be paid by the Company in immediately  available
funds within three business days after each  Computation  Date.  Notwithstanding
the  foregoing,  the amounts  payable by the Company  pursuant to this provision
shall  not be  payable  to the  extent  any  delay in the  effectiveness  of the
Registration  Statement  occurs  because of an act of, or a failure to act or to
act timely by the Initial  Investor or its  counsel,  or in the event all of the
Registrable  Securities  may be sold  pursuant to Rule 144 or another  available
exemption under the Act.

 





                                      -4-

                 As used in this Section 2(b),  the following  terms shall have
the follow meanings:

                  "Computation  Date" means the date which is the earlier of (i)
five days after  notice from the  Securities  and Exchange  Commission  that the
Registration Statement may be declared effective, or (ii) ninety (90) days after
the initial  Closing  Date  (except as provided by the last  sentence of Section
2(a)),  and, if the Registration  Statement  required to be filed by the Company
pursuant to Section 2(a) has not theretofore been declared  effective by the SEC
or a Suspension  Period is in effect,  each date which is thirty (30) days after
the  previous  Computation  Date (pro  rated for  partial  periods)  until  such
Registration Statement is so declared effective.

                  3.  OBLIGATIONS  OF  THE  COMPANY.   In  connection  with  the
registration  of the  Registrable  Securities,  the Company shall do each of the
following.

                  (a) Prepare promptly, and file with the SEC by forty-five (45)
days after the initial  Closing Date, a  Registration  Statement with respect to
not less than the number of  Registrable  Securities  provided in Section  2(a),
above, and thereafter used its best efforts to cause each Registration Statement
relating to  Registrable  Securities  to become  effective on the earlier of (i)
five days after  notice from the  Securities  and Exchange  Commission  that the
Registration Statement may be declared effective,  or (b) ninety (90) days after
the Closing Date, and keep the  Registration  Statements  effective at all times
until the earliest (the "Registration Period") of (i) the date that is two years
after the Closing Date (ii) the date when the Investors may sell all Registrable
Securities  under Rule 144 or (iii) the date the  Investors no longer own any of
the  Registrable   Securities,   which  Registration  Statement  (including  any
amendments or supplements thereto and prospectuses  contained therein) shall not
contain any untrue statement of a materiel fact or omit to state a material fact
required to be stated  therein or necessary to make the statements  therein,  in
light of the circumstances in which they were made, not misleading;

                  (b) Prepare and file with the SEC such  amendments  (including
post-effective amendments) and supplements to the Registration Statement and the
prospectus  used  in  connection  with  the  Registration  Statement  as  may be
necessary  to  keep  the   Registration   effective  at  all  times  during  the
Registration  Period,  and,  during the  Registration  Period,  comply  with the
provisions  of  the  Securities  Act  with  respect  to the  disposition  of all
Registrable  Securities  of the Company  covered by the  Registration  Statement
until such time as all of such  Registrable  Securities have been disposed of in
accordance  with the intended  methods of  disposition  by the seller or sellers
thereof as set forth in the Registration Statement;

                  (c)  The  Company  shall  permit  a  single  firm  of  counsel
designated by the Initial Investors to review the Registration Statement and all
amendments and supplements  thereto as reasonable  period of time prior to their
filing with the SEC,  and not file any  document in a form to which such counsel
reasonably objects;






                                      -5-

                  (d) Furnish to each Investor whose Registrable  Securities are
included in the Registration  Statement and its legal counsel  identified to the
Company (i) promptly after the same is prepared and publicly distributed,  filed
with the SEC,  or  received  by the  Company,  one (1) copy of the  Registration
Statement,  each  preliminary  prospectus and prospectus,  and each amendment or
supplement  thereto,  and (ii) such  number of copies of a  prospectus,  and all
amendments and supplements  thereto and such other  documents,  as such Investor
may reasonably request in order to facilitate the disposition of the Registrable
Securities owned by such Investor;

                  (e) As promptly as  practicable  after  becoming aware of such
event,  notify each  investor of the happening of any event of which the Company
has knowledge,  as a result of which the prospectus included in the Registration
Statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material  fact  required to be stated  therein or  necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading,  and use its best efforts promptly to prepare a supplement
or amendment to the Registration  Statement or other appropriate filing with the
SEC to correct such untrue statement or omission, and deliver a number of copies
of such supplement or amendment to each Investor as such Investor may reasonably
request;


                  (f) Notwithstanding the foregoing, if at any time or from time
to time  after the date of  effectiveness  of the  Registration  Statement,  the
Company  notifies  the  Investors  in writing of the  existence  of a  Potential
Material Event, the Investors shall not offer or sell any  Registerable  Shares,
or engage in any other  transaction  involving  or relating  to the  Registrable
Shares,  from the time of the  giving  of notice  with  respect  to a  Potential
Material Event until such Investor receives written notice from the Company that
such  Potential  Material  Event  either has been  disclosed to the public or no
longer  constitutes a Potential  Material  Event;  provided,  however,  that the
Company may not so suspend the right to such holders of  Registrable  Shares for
more than two (2) twenty (20) day periods in the  aggregate  during any 12-month
period with at least a ten (10)  business  day interval  between  such  periods,
during the period the Registration Statement is required to be in effect;


                  (g) As promptly as  practicable  after  becoming aware of such
event, notify each Investor who holds Registrable  Securities being sold (or, in
the  event  of an  underwritten  offering,  the  managing  underwriters)  of the
issuance  by the SEC of a Notice  of  Effectiveness  or any stop  order or other
suspension of the  effectiveness of the  Registration  Statement at the earliest
possible time;


                  (h)  Use  its  commercially   reasonable   efforts  to  secure
designation  of all  the  Registrable  Securities  covered  by the  Registration
Statement as a National  Association of Securities Dealers Automated  Quotations
System ("NASDAQ") "Small  Capitalization"  within the meaning of Rule 11Aa2-1 of
the SEC under the  Securities  Exchange Act of











                                      -6-


1934, as amended (the  "Exchange  Act"),  and the  quotation of the  Registrable
Securities  of the  NASDAQ  Small  Cap  Market;  or if,  despite  the  Company's
commercially  reasonable efforts to satisfy the preceding clause, the Company is
unsuccessful in doing so, to secure NASDAQ/OTC  Bulletin Board authorization and
quotation for such  Registrable  Securities and, without limiting the generality
of the foregoing, to arrange for at least two market makers to register with the
National  Association of Securities Dealers,  Inc. ("NASD") as such with respect
to such Registrable Securities;


                  (i)  Provide a transfer  agent and  registrar,  which may be a
single entity, for the Registrable  Securities not later than the effective date
of the Registration Statement;

                  (j)  Cooperate   with  the  Investors  who  hold   Registrable
Securities  being offered to facilitate the timely  preparation  and delivery of
certificates  for the  Registrable  Securities  to be  offered  pursuant  to the
Registration   Statement  and  enable  such  certificates  for  the  Registrable
Securities  to be in such  denominations  or  amounts as the case may be, as the
Investors may reasonably  request,  and,  within three (3) business days after a
Registration   Statement  which  includes  Registrable   Securities  is  ordered
effective by the SEC, the Company shall  deliver,  and shall cause legal counsel
selected by the  Company to deliver to the  transfer  agent for the  Registrable
Securities  (with  copies to the  Investors  whose  Registrable  Securities  are
included in such Registration  Statement) an appropriate instruction and opinion
of such counsel; and

                  (k) Take all other  reasonable  actions  necessary to expedite
and  facilitate  disposition  by  the  Investor  of the  Registrable  Securities
pursuant to the Registration Statement.

                  4.  OBLIGATIONS  OF THE  INVESTORS.  In  connection  with  the
registration the Registrable Securities,  the Investors shall have the following
obligations:

                  (a) It shall be a condition  precedent to the  obligations  of
the Company to complete the registration pursuant to this Agreement with respect
to the Registrable  Securities of a particular Investor that such Investor shall
furnish to the  Company  such  information  regarding  itself,  the  Registrable
Securities held by it, and the intended method of disposition of the Registrable
Securities  held  by  it,  as  shall  be  reasonably   required  to  effect  the
registration of such Registrable  Securities and shall execute such documents in
connection  with such  registration  as the company may reasonably  request.  At
least  five  (5)  days  prior  to  the  first  anticipated  filing  date  of the
Registration   Statement,   the  Company  shall  notify  each  Investor  of  the
information  the  Company  requires  from each  such  Investor  (the  "Requested
Investment") if such Investor elects to have any of such Investor's  Registrable
Securities included in the Registration  Statement. If at least two (2) business
days  prior to the  filing  date the  Company  has not  received  the  Requested
Information from an Investor (a "Non-Responsive Investor"), then the company may
file the Registration Statement without including Registrable Securities of such
Non-Responsive Investor;









                                      -7-

                  (b)  Each  Investor  by  such  Investor's  acceptance  of  the
Registrable  Securities  agrees to  cooperate  with the  company  as  reasonably
requested by the company in connection  with the  preparation  and filing of the
Registration Statement hereunder,  unless such Investor has notified the Company
in  writing  of such  Investor's  election  to  exclude  all of such  Investor's
Registrable Securities from the Registration Statement; and

                  (c) Each Investor agrees that, upon receipt of any notice from
the Company of the happening of any event of the kind  described in Section 3(e)
or 3(f),  above,  such  Investor will  immediately  discontinue  disposition  of
Registrable  Securities  pursuant to the  Registration  Statement  covering such
Registrable  Securities  until  such  Investor's  receipt  of the  copies of the
supplemented or amended prospectus  contemplated by Section 3(e) or 3(f) and, if
so directed by the Company,  such Investor  shall deliver to the Company (at the
expense of the Company) or destroy (and deliver to the Company a certificate  of
destruction)  all  copies  in  such  Investor's  possession,  of the  prospectus
covering  such  Registrable  Securities  current  at the time of receipt of such
notice.

                  5. EXPENSES OF  REGISTRATION.  All reasonable  expenses (other
that  underwriting   discounts  and  commissions  incurred  in  connection  with
registrations,  filings  or  qualification  pursuant  to Section 3, and fees and
expenses of counsel for the Investors),  but including,  without limitation, all
registration,  listing,  and qualifications  fees, printers and accounting fees,
the fees and  disbursements  of counsel for the  Company,  shall be borne by the
Company.

                  6.  INDEMNIFICATION.  In the event any Registrable  Securities
are included in a Registration Statement under this Agreement:

                  (a) To the extent permitted by law, the company will indemnify
and hold  harmless  each  Investor who holds such  Registrable  Securities,  the
directors,  if any, of such  Investor,  the officers,  if any, of such Investor,
each  person,  if any,  who  controls  any  Investor  within the  meaning of the
Securities Act or the Exchange Act (each, an "Indemnified Person"),  against any
losses,  claims,  damages,  liabilities or expenses (joint or several)  incurred
(collectively,  "Claims")  to which  any of them may  become  subject  under the
Securities  Act,  the  Exchange  Act or  otherwise,  insofar as such  Claims (or
actions or proceedings,  whether  commenced or threatened,  in respect  thereof)
arise out of or are based upon any of the  following  statements,  omissions  or
violations  in  the  Registration  Statement,  or any  post-effective  amendment
thereof, or any prospectus included therein: (i) any untrue statement or alleged
untrue statement of a material fact contained in the  Registration  Statement or
any  post-effective  amendment  thereof or 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,  (ii) any untrue  statement or alleged
untrue  statement  of a material  fact  contained  in the final  prospectus  (as
amended  or  supplemented,  if  the  Company  files  any  amendment  thereof  or
supplement  thereto with the SEC) or the  omission or alleged  omission to state
therein any material fact  necessary to make the  statements  made  therein,  in
light of the  circumstances  under which the  statements  therein 












                                      -8-

were made,  not  misleading or (iii) any  violation or alleged  violation by the
Company of the Securities Act, the Exchange Act, any state securities law or any
rule or  regulation  under the  Securities  Act,  the  Exchange Act or any state
securities  law (the matters in the  foregoing  clauses (i) through (iii) being,
collectively, "Violations"). The Company shall reimburse the Investors, promptly
as such  expenses are  incurred  and are due and payable,  for any legal fees or
other reasonable  expenses incurred by them in connection with  investigation or
defending  any such Claim.  Notwithstanding  anything to the contrary  contained
herein, the  indemnification  agreement contained in this Section 6(a) shall not
(I) apply to a Claim  arising out of or based upon a Violation  which  occurs in
reliance upon and in  conformity  with  information  furnished in writing to the
Company  by or on  behalf  of  any  Indemnified  Person  expressly  for  use  in
connection  with  the  preparation  of the  Registration  Statement  or any such
amendment  thereof or supplement  thereto,  if such  prospectus  was timely made
available by the Company  pursuant to Section 3(b) hereof;  (II) be available to
the extent such Claim is based on a failure of the  Investor to deliver or cause
to be delivered the prospectus made available by the Company;  or (III) apply to
amounts paid in settlement of any Claim if such  settlement is effected  without
the  prior  written  consent  of  the  Company,   which  consent  shall  not  be
unreasonably  withheld.  Each  Investor  will  indemnify  the  Company  and  its
officers, directors and agents against any claims arising out of or based upon a
Violation  which  occurs in reliance  upon and in  conformity  with  information
furnished in writing to the Company, by or on behalf of such Investor, expressly
for use in  connection  with  the  preparation  of the  Registration  Statement,
subject  to  such   limitations   and   conditions  as  are  applicable  to  the
Indemnification  provided by the Company to this Section 6. Such indemnity shall
remain in full force and effect  regardless of any  investigation  made by or on
behalf  of  the  indemnified  Person  and  shall  survive  the  transfer  of the
Registrable Securities by the Investors pursuant to Section 9.

                  (b)  Promptly  after  receipt  by  an  Indemnified  Person  or
Indemnified  Party  under this  Section 6 of notice of the  commencement  of any
action  (including  any  governmental   action),   such  Indemnified  Person  or
Indemnified Party shall, if a Claim in respect thereof is to be made against any
indemnifying  party under this  Section 6, 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
control  of the  defense  thereof  with  counsel  mutually  satisfactory  to the
indemnifying  party and the Indemnified  Person or the Indemnified Party, as the
case may be; provided,  however, that an Indemnified Person or Indemnified Party
shall  have the right to retain its own  counsel  with the  reasonable  fees and
expenses to be paid by the indemnifying  party, if, in the reasonable opinion of
counsel retained by the indemnifying  party, the  representation by such counsel
of the Indemnified  Person or Indemnified Party and the indemnifying party would
be inappropriate  due to actual or potential  differing  interests  between such
Indemnified  Person or Indemnified Party and any other party represented by such
counsel in such  proceeding.  In such event,  the Company shall pay for only one
separate legal counsel for the  Investors;  such legal counsel shall be selected
by the Investors  holding a majority in interest of the  Registrable  Securities
included in the 










                                      -9-


Registration  Statement  to which the Claim  relates.  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  Person or Indemnified  Party under this Section 6,
except to the extent that the indemnifying party is prejudiced in its ability to
defend such action. The indemnification required by this Section 6 shall be made
by  periodic   payments  of  the  amount   thereof  during  the  course  of  the
investigation or defense, as such expense, loss, damage or liability is incurred
and is due and payable.

                  7.  CONTRIBUTION.  To the  extent  any  indemnification  by an
indemnifying  party is  prohibited  or limited by law,  the  indemnifying  party
agrees to make the maximum contribution with respect to any amounts for which it
would  otherwise be liable under  Section 6 to the fullest  extent  permitted by
law;  provided,   however,   that  (a)  no  contribution  shall  be  made  under
circumstances  where the maker  would not have been  liable for  indemnification
under the fault  standards set forth in Section 6; (b) no seller of  Registrable
Securities guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any seller
of   Registrable   Securities   who  was   not   guilty   of   such   fraudulent
misrepresentation;  and (c) contribution by any seller of Registrable Securities
shall be limited in amount to the net amount of proceeds received by such seller
from the sale of such Registrable Securities.

                  8. REPORTS UNDER EXCHANGE ACT. With a view to making available
to the Investors the benefits of Rule 144  promulgated  under the Securities Act
or any other  similar rule or  regulation of the SEC that may at any time permit
the  Investors  to  sell  securities  of  the  Company  to  the  public  without
registration ("Rule 144"), the Company agrees to:

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

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

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

                  9. ASSIGNMENT OF THE REGISTRATION  RIGHTS.  The rights to have
the Company register Registrable  Securities pursuant to this Agreement shall be
automatically assigned by the Investors to any transferee of at least 30% of the
Registrable  Securities  (excluding the Additional  Warrant Shares) only if: (a)
the Investor  agrees in writing with







                                      -10-

the  transferee or assignee to assign such rights,  and a copy of such agreement
is furnished to the Company within a reasonable time after such assignment,  (b)
the Company is,  within a  reasonable  time after such  transfer or  assignment,
furnished with written notice of (i) the name and address of such  transferee or
assignee and (ii) the securities with respect to which such registration  rights
are being  transferred or assigned,  (c) immediately  following such transfer or
assignment  the further  disposition  of such  securities  by the  transferee or
assignee is restricted  under the Securities act and applicable state securities
laws,  and (d) at or before the time the Company  received  the  written  notice
contemplated by clause (b) of this sentence the transferee or assignee agrees in
writing with the Company to be bound by all of the provisions  contained herein.
In the  event of any  delay  in  filing  or  effectiveness  of the  Registration
Statement as a result of such  assignment,  the Company  shall not be liable for
any damages  arising from such delay,  or the payments set forth in Section 2(c)
hereof.

                  10. (A)  AMENDMENT OF  REGISTRATION  RIGHTS.  Any provision of
this Agreement 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 the Company and Investors who
hold an  eighty  (80%)  percent  interest  of the  Registrable  Securities.  Any
amendment  or waiver  effective  in  accordance  with this  Section  10 shall be
binding upon each Investor and the Company.

                     (B)  ADDITIONAL  WARRANT  SHARES.  The  obligation  of  the
Company hereunder  including the time period set forth herein shall apply, mutis
mutandis,  to the  Additional  Warrant  Shares upon  issuance of the  Additional
Warrants.

                  11.      MISCELLANEOUS.

                  (a) A person or entity is deemed to be a holder of Registrable
Securities  whenever  such  person or entity  owns of  record  such  Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two or more  persons  or  entities  with  respect  to the  same
Registrable  Securities,  the Company shall act upon the basis of  instructions,
notice  or  election  received  from the  registered  owner of such  Registrable
Securities.

                  (b) Notices  required or permitted to be given hereunder shall
be in  writing  and shall be deemed to be  sufficiently  given  when  personally
delivered  (by hand,  by courier,  by  telephone  line  facsimile  transmission,
receipt  confirmed,  or other means) or sent by certified  mail,  return receipt
requested,  properly  addressed and with proper  postage  pre-paid (i) if to the
Company, DYNAGEN, INC., 99 Eric Street,  Cambridge,  Massachusetts 02139, with a
copy to John M.  Hession,  Esq.,  Testa,  Hurwitz & Thibeault,  LLP, High Street
Tower,  125 High Street,  Boston,  Massachusetts  02110;  (ii) if to the Initial
Investor,  at the  address  set  forth  under  its  name in the  Stock  Purchase
Agreement,  with a coy to Samuel  Krieger,  Esq.,  Krieger  & Prager,  319 Fifth
Avenue,  Third Floor, New York, NY 10016 and (iii) if to any other Investor,  at
such address as such Investor shall have provided in writing to the Company,  or
at such other address as each such party 








                                      -11-

furnishes by notice given in accordance  with this Section  11(b),  and shall be
effective,  when  personally  delivered,  upon  receipt  and,  when  so  sent by
certified  mail,  four (4) calendar  days after  deposit with the United  States
Postal Service.

                  (c) Failure of any party to exercise any right or remedy under
this  Agreement or otherwise,  or delay by a party in  exercising  such right or
remedy, shall not operate as a waiver thereof.

                  (d) This  Agreement  shall be governed by and  interpreted  in
accordance with the laws of the State of New York. Each of the parties  consents
to the jurisdiction of the federal courts whose districts  encompass any part of
the City of New York or the state courts of the State of New York sitting in the
City of New York in connection with any dispute arising under this Agreement and
hereby waives, to the maximum extent permitted by law, any objection,  including
any  objection  based on  forum  non  conveniens,  to the  bringing  of any such
proceeding  in such  jurisdictions.  A  facsimile  transmission  of this  signed
Agreement shall be legal and binding on all parties  hereto.  This Agreement may
be  signed  in one or more  counterparts,  each of  which  shall  be  deemed  an
original.  The headings of this  Agreement are for  convenience of reference and
shall not form part of, or affect the interpretation of, this Agreement.  If any
provision  of  this  Agreement  shall  be  invalid  or   unenforceable   in  any
jurisdiction,  such invalidity or unenforceability shall not affect the validity
or  enforceability  of the  remainder  of  this  Agreement  or the  validity  or
enforceability of this Agreement in any other  jurisdiction.  This Agreement may
be amended only by an  instrument  in writing  signed by the party to be charged
with   enforcement.   This  Agreement   supersedes  all  prior   agreements  and
understandings  among the  parties  hereto with  respect to the  subject  matter
hereof.

                  (e) This Agreement  constitutes the entire agreement among the
parties  hereto  with  respect  to  the  subject  matter  hereof.  There  are no
restrictions,  promises, warranties or undertakings,  other than those set forth
or  referred to herein.  This  Agreement  supersedes  all prior  agreements  and
understandings  among the  parties  hereto with  respect to the  subject  matter
hereof.

                  (f)  Subject to the  requirements  of  Section 9 hereof,  this
Agreement  shall inure to the benefit of and be binding upon the  successors and
assigns of each of the parties hereto.

                  (g) All  pronouns  and any  variations  thereof  refer  to the
masculine, feminine or neuter, singular or plural, as the context may require.

                  (h) The  headings in this  Agreement  are for  convenience  of
reference only and shall not limit or otherwise affect the meaning thereof.

                  (i)  This   Agreement   may  be   executed   in  two  or  more
counterparts,  each of which shall be deemed an original  but all of which shall
constitute one and the same agreement. This Agreement, once executed by a party,
may be  delivered  to  the  other









                                      -11-

party  hereto  by  telephone  line  facsimile  transmission  of a copy  of  this
Agreement bearing the signature of the party so delivering this Agreement.

                  (j) The Company  acknowledges  that any failure by the Company
to perform its obligations  under Section 3(a), or any delay in such performance
could result in to the Investors and the Company agrees that, in addition to any
other  liability of the Company may have by reason of any such failure or delay,
the Company shall be liable for all direct damages caused by any such failure or
delay, unless same is the result of force majeure. Neither party shall be liable
for consequential damages.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
























                                      -13-


                  IN WITNESS WHEREOF,  the parties have caused this Agreement to
be duly executed by their  respective  officers  thereunto duly authorized as of
the day and year first above written.

                                  DYNAGEN, INC.


                                                     By:  /s/ Indu A. Muni
                                                        _______________________
                                                     Name:  Indu A. Muni
                                                     Title:  President

                                                     ENDEAVOUR CAPITAL FUND S.A.


                                                     By:  [illegible]
                                                       _________________________
                                                    Name:
                                                    Title: