REGISTRATION RIGHTS AGREEMENT


         THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into as of this 1st day of April by and between NETGURU, INC., a
Delaware corporation, with offices at 22700 Savi Ranch Parkway, Yorba Linda, CA
92887 (the "Company"), and GRAL, INC., a Nevada corporation, with offices at
21076 Bake Parkway, Irvine, CA 92630 (the "Holder").

         WHEREAS, upon the terms and subject to the conditions of the Stock
Purchase Agreement dated as of March 27, 2000, between the Company and Holder
(the "Stock Purchase Agreement"), the Company shall issue to Holder 5,000 shares
(the "Shares") of the Company's Common Stock, $.01 par value per share (the
"Common Stock"); and

         WHEREAS, to induce the Holder to execute and deliver the Stock Purchase
Agreement, the Company has agreed to provide with respect to the Common Stock
issued thereunder certain registration rights under the Securities Act.


         NOW THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto, intending to be legally bound,
hereby agree as follows:

1        DEFINITIONS.

         1.1      "COMMISSION" means the Securities and Exchange Commission.

         1.2      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
                  amended, and the rules and regulations of the Commission
                  thereunder, or any similar successor statute.

         1.3      "REGISTRABLE SECURITIES" means the Shares; provided, however,
                  that a share of Common Stock shall cease to be a Registrable
                  Security for purposes of this Agreement when it no longer is a
                  Restricted Security.

         1.4      "REGISTRATION EXPENSES" shall have the meaning set forth in
                  Section 3.3.

         1.5      "SECURITIES ACT" means the Securities Act of 1933, as amended,
                  and the rules and regulations of the Commission thereunder, or
                  any similar successor statute.

         1.6      "SHARES" shall have the meaning set forth in the recitals to
                  this Agreement.

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2        REGISTRATION.

         2.1      REGISTRATION OBLIGATION. The Company shall file with the
                  Commission, on or before July 31, 2000, a registration
                  statement with respect to the Registrable Securities in the
                  manner described in Section 4 hereof and use its best efforts
                  to cause such registration statement to become effective as
                  soon as possible thereafter.

         2.2      REGISTRATION EXPENSES. As used in this Agreement,
                  "Registration Expenses" shall mean all expenses incident to
                  the Company's performance of or compliance with this
                  Agreement, including, without limitation, all Commission,
                  stock exchange, National Association of Securities Dealers,
                  Inc. or Nasdaq registration and filing fees and expenses, fees
                  and expenses of compliance with securities or blue sky laws
                  (including, without limitation, reasonable fees and
                  disbursements of counsel for the Company in connection with
                  blue sky qualification of the Registrable Securities), rating
                  agency fees, printing expenses, messenger and delivery
                  expenses, fees and disbursements of counsel for the Company
                  and all independent certified public accountants (including
                  the expenses of any annual audit, special audit or "cold
                  comfort" letters required by or incident to such performance
                  and compliance), securities acts liabilities insurance (if the
                  Company so desires), the reasonable fees and expenses of any
                  special experts retained by the Company in connection with
                  such registration, and fees and expenses of other persons
                  retained by the Company. The Company will pay all Registration
                  Expenses in connection with a registration effected pursuant
                  to this Section 2, whether or not such registration becomes
                  effective under the Securities Act.

         2.3      EFFECTIVE REGISTRATION STATEMENT. A registration pursuant to
                  this Section 2 will not be deemed to have been effected unless
                  the registration statement relating thereto has become
                  effective under the Securities Act; provided however, that if,
                  after such registration statement has become effective, the
                  offering of Registrable Securities pursuant to such
                  registration is interfered with by any stop order, injunction
                  or other order or requirement of the Commission or other
                  governmental agency or court, such registration will be deemed
                  not to have been effected.

         2.4      PRIORITY IN REGISTRATION. If a registration pursuant to this
                  Agreement involves an underwritten offering and the managing
                  underwriter advises the Company in writing that, in its
                  opinion, the number of securities which the Company, Holder
                  and any other persons intend to include in such offering,
                  including the price at which such securities can be sold, the
                  Company will include in such registration (i) first, all the
                  securities the Company proposes to sell for its own account,
                  (ii) second, a number of such securities equal to the number,
                  in the opinion of such underwriters, which can be sold without
                  having an adverse effect referred to above, such amount to be
                  allocated pro rata among the Holder and other persons having
                  similar registration rights on the basis of the relative
                  number of securities Holder and other persons have requested
                  or are required to be included in such registration.

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3        REGISTRATION PROCEDURE. In effecting the registration of the
         Registrable Securities as provided in this Agreement, the Company
         shall, at its sole expense:

         (a)      Prepare and file with the Commission a registration statement
                  with respect to the Registrable Securities and use its best
                  efforts to cause such registration statement to become
                  effective; provided, however, that before filing with the
                  Commission a registration statement or prospectus or any
                  amendments or supplements thereto, the Company will (i)
                  furnish to Holder copies of all such documents proposed to be
                  filed, and (ii) notify Holder of any stop order issued or
                  threatened to be issued by the Commission and take all
                  reasonable actions required to prevent the entry of such stop
                  order or to remove it if entered;

         (b)      Prepare and file with the Commission such amendments and
                  supplements to such registration statement and the prospectus
                  used in connection with such registration statement as may be
                  necessary to keep such registration statement effective for a
                  period of nine (9) months thereafter or until all Registrable
                  Securities covered by such registration statement have been
                  sold, and comply with the provisions of the Securities Act
                  with respect to the disposition of all the Registrable
                  Securities covered by such registration statement during such
                  period;

         (c)      Furnish to the Holder copies of the registration statement,
                  each amendment and supplement thereto (in each case including
                  all exhibits thereto), the prospectus included in such
                  registration statement (including each preliminary prospectus)
                  in conformity with the requirements of the Securities Act and
                  such other documents as Holder may reasonably request in order
                  to facilitate the disposition of the Registrable Securities
                  owned by Holder;

         (d)      Use its best efforts to register or qualify the Registrable
                  Securities under such other securities or blue sky laws of
                  such jurisdictions as shall be reasonably requested by Holder
                  and do any and all other acts and things which may be
                  reasonably necessary or advisable to enable Holder to
                  consummate the disposition in such jurisdictions of the
                  Registrable Securities owned by Holder; provided, that the
                  Company shall not be required to (i) qualify to do business in
                  any jurisdiction where it would not otherwise be required to
                  qualify but for this subsection (d); (ii) subject itself to
                  taxation in any such jurisdiction; or (iii) file a general
                  consent to service of process in any such jurisdiction;

         (e)      Use its best efforts to cause the Registrable Securities
                  covered by such registration statement to be registered with
                  or approved by such other governmental agencies or authorities
                  as may be necessary by virtue of the business and operations
                  of the Company to enable Holder to consummate the disposition
                  of such Registrable Securities;

         (f)      Immediately notify Holder 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
                  contains an untrue statement of a material fact or omits to
                  state any material fact required to be stated therein or
                  necessary to make the statements therein not misleading and
                  the Company will promptly prepare and furnish to Holder a
                  supplement or amendment to such prospectus so that, as
                  thereafter delivered to purchasers of such Registrable
                  Securities, such prospectus will not contain an untrue
                  statement of a material fact or omit to state any material
                  fact required to be stated therein or necessary to make the
                  statements therein not misleading;

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<PAGE>

         (g)      Enter into such customary agreements and take all such other
                  customary actions as Holder may reasonably request in order to
                  expedite or facilitate the disposition of such Registrable
                  Securities;

         (h)      Make available for inspection by Holder all financial and
                  other records, pertinent corporate documents and properties of
                  the Company as shall be reasonably necessary to enable Holder
                  to exercise its due diligence responsibilities; and

         (i)      Otherwise use its best efforts to comply with all applicable
                  rules and regulations of the Commission and all applicable
                  laws and regulations, including, but not limited to, the
                  Securities Act and the Exchange Act.

         The Company may require Holder to furnish to the Company such
         information regarding the distribution of such Registrable Securities
         as the Company may reasonably request in writing. Holder agrees that,
         upon receipt of any notice from the company of the happening of any
         event of the kind described in subsection 4(f),Holder will discontinue
         disposition of Registrable Securities until Holder's receipt of the
         copies of the amended or supplemented prospectus contemplated in
         subsection 4(f), and, if so directed by the Company, Holder will
         deliver to the Company, at the Company's expense, all copies of the
         prospectus covering such Registrable Securities current at the time of
         the receipt of such notice. In the event of such notice, the period
         mentioned in subsection 4(b) shall be extended by the number of days
         during the period from and including the date of the giving of such
         notice pursuant of subsection 4(f) to and including the date when
         Holder shall have received the copies of the amended or supplemented
         prospectus.

4.       INDEMNIFICATION.

         4.1      INDEMNIFICATION BY COMPANY. The Company shall indemnify and
                  hold harmless Holder and Holder's officers and directors and
                  each person who controls Holder within the meaning of Section
                  15 of the Securities Act or Section 20 of the Exchange Act
                  (each such person being sometimes hereinafter referred to as
                  an "Indemnified Person") from and against any losses, claims,
                  damages or liabilities, joint or several, to which such
                  Indemnified Person may become subject under the Securities Act
                  or otherwise, insofar as such losses, claims, damages or
                  liabilities (or actions in respect thereof) arise out of or
                  are based upon an untrue statement or alleged untrue statement
                  of a material fact contained in the registration statement or
                  prospectus covering the Registrable Securities or an omission
                  or alleged omission to state therein a material fact required
                  to be stated therein or necessary to make the statements
                  therein, not misleading; and the Company hereby agrees to
                  reimburse such Indemnified Person for all reasonable legal and
                  other expenses incurred by them in connection with
                  investigating or defending any such action or claim as and
                  when such expenses are incurred; PROVIDED, HOWEVER, that the
                  Company shall not be liable to any such Indemnified Person in
                  any such case to the extent that any such loss, claim, damage
                  or liability arises out of or is based upon (i) an untrue
                  statement or alleged untrue statement made in, or an omission

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<PAGE>

                  or alleged omission from, such registration statement or
                  prospectus in reliance upon and in conformity with written
                  information furnished to the Company by such Indemnified
                  Person expressly for use therein or (ii) the use by the
                  Indemnified Person of an outdated or defective prospectus
                  after the Company has provided to such Indemnified Person an
                  updated prospectus correcting the untrue statement or alleged
                  untrue statement or omission or alleged omission giving rise
                  to such loss, claim, damage or liability.

         4.2      INDEMNIFICATION BY THE HOLDER. Holder agrees, as a consequence
                  of the inclusion of any of its Registrable Securities in a
                  registration statement, to (i) indemnify and hold harmless the
                  Company, its directors, its officers who sign any Registration
                  Statement and each person, if any, who controls the Company
                  within the meaning of either Section 15 of the Securities Act
                  or Section 20 of the Exchange Act, against any losses, claims,
                  damages or liabilities to which the Company or such other
                  persons may become subject, under the Securities Act or
                  otherwise, insofar as such losses, claims, damages or
                  liabilities (or actions in respect thereof) arise out of or
                  are based upon an untrue statement or alleged untrue statement
                  of a material fact contained in such registration statement or
                  prospectus or arise out of or are based upon the omission or
                  alleged omission to state therein a material fact required to
                  be stated therein or necessary to make the statements therein
                  (in light of the circumstances under which they were made, in
                  the case of the prospectus), not misleading, 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 reliance upon and in conformity with written
                  information furnished to the Company by such Holder expressly
                  for use therein; and (ii) reimburse the Company for any legal
                  or other expenses incurred by the Company in connection with
                  investigating or defending any such action or claim as such
                  expenses are incurred.

         4.3      NOTICE OF CLAIMS, ETC. Promptly after receipt by a party
                  seeking indemnification pursuant to this Section 4 (an
                  "Indemnified Party") of written notice of any investigation,
                  claim, proceeding or other action in respect of which
                  indemnification is being sought (each, a "Claim"), the
                  Indemnified Party promptly shall notify the party against whom
                  indemnification pursuant to this Section 4 is being sought
                  (the "Indemnifying Party") of the commencement thereof; but
                  the omission to so notify the Indemnifying Party shall not
                  relieve it from any liability that it otherwise may have to
                  the Indemnified Party, except to the extent that the
                  Indemnifying Party is materially prejudiced and forfeits
                  substantive rights and defenses by reason of such failure. In
                  connection with any Claim as to which both the Indemnifying
                  Party and the Indemnified Party are parties, the Indemnifying
                  Party shall be entitled to assume the defense thereof.
                  Notwithstanding the assumption of the defense of any Claim by
                  the Indemnifying Party, the Indemnified Party shall have the
                  right to employ separate legal counsel and to participate in
                  the defense of such Claim, and the Indemnifying Party shall
                  bear the reasonable fees, out-of-pocket costs and expenses of
                  such separate legal counsel to the Indemnified Party if (and
                  only if): (x) the Indemnifying Party shall have agreed to pay
                  such fees, costs and expenses, (y) the Indemnified Party and
                  the Indemnifying Party shall reasonably have concluded that
                  representation of the Indemnified Party by the Indemnifying
                  Party by the same legal counsel would not be appropriate due
                  to actual or, as reasonably determined by legal counsel to the
                  Indemnified Party, potentially differing interests between
                  such parties in the conduct of the defense of such Claim, or
                  if there may be legal defenses available to the Indemnified
                  Party that are in addition to or disparate from those
                  available to the Indemnifying Party, or (z) the Indemnifying
                  Party shall have failed to employ legal counsel reasonably
                  satisfactory to the Indemnified Party within a reasonable
                  period of time after notice of the commencement of such Claim.
                  If the Indemnified Party employs separate legal counsel in

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<PAGE>

                  circumstances other than as described in clauses (x), (y) or
                  (z) above, the fees, costs and expenses of such legal counsel
                  shall be borne exclusively by the Indemnified Party. Except as
                  provided above, the Indemnifying Party shall not, in
                  connection with any Claim in the same jurisdiction, be liable
                  for the fees and expenses of more than one firm of counsel for
                  the Indemnified Party (together with appropriate local
                  counsel). The Indemnified Party shall not, without the prior
                  written consent of the Indemnifying Party (which consent shall
                  not unreasonably be withheld), settle or compromise any Claim
                  or consent to the entry of any judgment that does not include
                  an unconditional release of the Indemnifying Party from all
                  liabilities with respect to such Claim or judgment.

5.       RULE 144. With a view to making available to the Holder the benefits of
         Rule 144 under the Securities Act or any other similar rule or
         regulation of the Commission that may at any time permit the Holder to
         sell securities of the Company to the public without registration
         ("Rule 144"), the Company agrees to use its best efforts to comply with
         the provisions of paragraph (c)(1) of Rule 144 and file with the
         Commission in a timely manner all reports and other documents required
         to be filed by the Company pursuant to Section 13 or 15(d) under the
         Exchange Act. If, at any time, the Company is not required to file such
         reports but in the past had been required to or did file such reports,
         it will, upon the request of any Holder, make available other
         information as required by, and so long as necessary to permit sales
         of, its Registrable Securities pursuant to Rule 144.

6.       NO INCONSISTENT AGREEMENTS. The Company shall not hereafter enter into
         any agreement with respect to any of its securities which is
         inconsistent with the rights granted to Holder in this Agreement.

7.       REMEDIES. All remedies hereunder shall be cumulative and shall not be
         exclusive of any remedies provided at law. The prevailing party in any
         proceeding arising in connection with this Agreement shall be entitled
         to reimbursement for its own reasonable costs incurred in connection
         therewith, including attorneys' fees.

8.       SALE WITHOUT REGISTRATION. At the time of any transfer of any
         Registrable Securities which shall not be registered under the
         Securities Act, the Company may require, as a condition of allowing
         such transfer, that the Holder or the transferee furnish to the
         Company: (i) such information as is reasonably necessary in order to
         establish that such transfer may be made without registration under the
         Securities Act; and (ii) at the expense of the Holder or the
         transferee, an opinion of counsel, satisfactory in form and substance
         to the Company, to the effect that such transfer may be made without
         registration under the Securities Act; provided that nothing contained
         in this Section 8 shall relieve the Company from complying with any
         request for registration, qualification or compliance made pursuant to
         these registration rights provisions.

9.       GENERAL PROVISIONS.

         9.1      NOTICES. Except as may be otherwise provided herein, any
                  notice or other communication or delivery required or
                  permitted hereunder shall be in writing and shall be delivered
                  personally or sent by certified mail, postage prepaid, or by a
                  nationally recognized overnight courier service, and shall be
                  deemed given when so delivered personally or by overnight
                  courier service, or, if mailed, three days after the date of
                  deposit in the United States mails, as follows:

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               If to the Company, to:

               netGuru, Inc.
               22700 Savi Ranch Parkway
               Yorba Linda, CA 92887
               Attention: President
               (714) 974-2500

               If to the Holder, to:

               GRAl.,  Inc.
               21076 Bake Parkway, Suite 100
               Irvine, CA  92630
               (949) 462-7115
               Attention:  President

         The Company or the Holder may change the above address by notice given
         pursuant to this Section 9.1.

         9.2      ENTIRE AGREEMENT; AMENDMENT; WAIVERS. This Agreement
                  constitutes the entire agreement among the parties hereto with
                  respect to the subject matter hereof, and supercedes any and
                  all prior and contemporary agreements, understandings,
                  representations and warranties, oral or written, concerning
                  the subject matter hereof. This Agreement may not be amended
                  except in a writing signed by both parties hereto. No action
                  taken with respect to this Agreement, including any
                  investigation by or on behalf of any party hereto, shall be
                  deemed to constitute a waiver by such party or compliance with
                  any representation, warranty, covenant or agreement contained
                  herein. The waiver by a party of a breach of any provision of
                  this Agreement shall not operate or be construed as a waiver
                  of any other or subsequent breach. The waiver by any party of
                  any of the conditions precedent to its respective obligations
                  under this Agreement shall not preclude it from seeking
                  redress for breach of this Agreement.

         9.3      BINDING EFFECT; BENEFITS. This Agreement shall inure to the
                  benefit of and shall be binding upon and enforceable by the
                  parties hereto and their respective heirs, legal
                  representatives, successors and assigns. Except as set forth
                  in the preceding sentence, nothing in this Agreement,
                  expressed or implied, is intended to or shall confer on any
                  person other than the parties hereto any rights, remedies,
                  obligations or liabilities under or by reason of this
                  Agreement.

         9.4      COUNTERPARTS. This Agreement may be executed in any number of
                  counterparts, each of which, when executed, shall be deemed an
                  original and all of which together shall be deemed to be one
                  and the same instrument.

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         9.5      RULES OF CONSTRUCTION. In this Agreement, unless the context
                  otherwise requires, words in the singular include the plural,
                  and in the plural include the singular, and words in the
                  masculine gender include the feminine and the neuter, and,
                  when the sense so indicates, words of the neuter gender may
                  refer to any gender.

         9.6      ASSIGNMENT. For purposes of this /agreement, the term "Holder"
                  shall include any heir, successor or assign who obtains any
                  Registrable Securities from the Holder.

         9.7      GOVERNING LAW; VENUE. The validity, performance and
                  enforcement of this Agreement shall be governed by the laws of
                  the State of California. Any action commenced hereunder shall
                  be conducted before a court of appropriate jurisdiction in
                  Orange County, California.

         9.8      COOPERATION. The parties agree to execute such further
                  documents and take such further actions as necessary to carry
                  out the provisions of this Agreement and to fully accomplish
                  its purpose and intent.




        IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.


                                              NETGURU, INC.


                                              By: /s/ Jyoti Chatterjee
                                                 -------------------------------
                                                  Name: Jyoti Chatterjee
                                                  Title: President


                                              GRAL, INC.



                                              By: /s/ Guenther Pfaff
                                                 -------------------------------
                                                  Name: Guenther Pfaff
                                                  Title: President


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