REGISTRATION RIGHTS AGREEMENT


         This Registration Rights Agreement ("Agreement") is entered into as of
June 22, 2000, between netGuru, Inc., a Delaware corporation f/k/a Research
Engineers, Inc., with offices at 22700 Savi Ranch Parkway, Yorba Linda,
California 92887 (the "Company"), and Elliott Associates, L.P., a Delaware
limited partnership, and Westgate International, L.P., a Cayman Islands limited
partnership (individually and collectively, the "Investor").

                              W I T N E S S E T H:
                              - - - - - - - - - -

         Whereas, pursuant to that certain Securities Purchase Agreement, dated
on or about the date hereof, by and between the Company and the Investor (the
"Purchase Agreement"), the Company has agreed to sell and issue to the Investor,
and the Investor has agreed to purchase from the Company, an aggregate of
200,000 shares ("Common Shares") of the Company's Common Stock, par value $0.01
per share (the "Common Stock"), and 60,000 Warrants (the "Warrants") to purchase
shares of Common Stock ("Warrant Shares"), subject to the terms and conditions
set forth therein;

         Now, Therefore, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in the Purchase
Agreement and this Agreement, the Company and the Investors agree as follows:

              1. CERTAIN DEFINITIONS. Capitalized terms used herein and not
otherwise defined shall have the meaning ascribed thereto in the Purchase
Agreement. As used in this Agreement, the following terms shall have the
following respective meanings:

         "Closing" and "Closing Date" shall have the meanings ascribed to such
terms in the Purchase Agreement.

         "Commission" or "SEC" shall mean the Securities and Exchange Commission
or any other federal agency at the time administering the Securities Act.

         "Holder" and "Holders" shall include the Investor and any transferee or
transferees of the Warrants, Common Shares, Warrant Shares or Registrable
Securities which have not been sold to the public to whom the registration
rights conferred by this Agreement have been transferred in compliance with this
Agreement and the Purchase Agreement.

         The terms "register", "registered" and "registration" shall refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act and applicable rules and regulations
thereunder, and the declaration or ordering of the effectiveness of such
registration statement.

         "Registrable Securities" shall mean: (i) the Common Shares, Warrant
Shares or other securities (other than the Warrants) issued or issuable to each

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Holder or its permitted transferee or designee upon Closing pursuant to the
Purchase Agreement or exercise of the Warrants; (ii) securities issued or
issuable upon any stock split, stock dividend, recapitalization or similar event
with respect to such Common Shares or Warrant Shares; and (iii) any other
security issued as a dividend or other distribution with respect to, in exchange
for or in replacement of the securities referred to in the preceding clauses.

         "Registration Expenses" shall mean all expenses to be incurred by the
Company in connection with each Holder's registration rights under this
Agreement, including, without limitation, all registration and filing fees,
printing expenses, fees and disbursements of counsel for the Company, blue sky
fees and expenses, reasonable fees and disbursements of counsel to Holders
(using a single counsel selected by a majority in interest of the Holders) for a
"due diligence" examination of the Company and review of the Registration
Statement and related documents, and the expense of any special audits incident
to or required by any such registration (but excluding the compensation of
regular employees of the Company, which shall be paid in any event by the
Company).

         "Registration Statement" shall have the meaning set forth in Section
2(a) herein.

         "Regulation D" shall mean Regulation D as promulgated pursuant to the
Securities Act, and as subsequently amended.

         "Securities Act" or "Act" shall mean the Securities Act of 1933, as
amended.

         "Selling Expenses" shall mean all underwriting discounts and selling
commissions applicable to the sale of Registrable Securities and all fees and
disbursements of counsel for Holders not included within "Registration
Expenses".

              2. REGISTRATION REQUIREMENTS. The Company shall use its best
efforts to effect the registration of the Registrable Securities (including,
without limitation, the execution of an undertaking to file post-effective
amendments, appropriate qualification under applicable blue sky or other state
securities laws and appropriate compliance with applicable regulations issued
under the Securities Act) as would permit or facilitate the sale or distribution
of all the Registrable Securities in the manner (including manner of sale) and
in all states reasonably requested by the Holder. Such best efforts by the
Company shall include, without limitation, the following:

              (a) The Company shall, as expeditiously as possible after the
Closing Date:

                   i) But in any event within 10 days of the Closing, prepare
              and file a registration statement with the Commission pursuant to
              Rule 415 under the Securities Act on Form S-3 under the Securities
              Act (or in the event that the Company is ineligible to use such
              form, such other form as the Company is eligible to use under the
              Securities Act) covering resales by the Holders of the Registrable
              Securities and no other securities (except (1) shares of Common

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              Stock issuable upon exercise of Warrants issued to Shoreline
              Pacific Institutional Finance, the Institutional Division of
              Financial West Group or its designees, (2) securities to be
              registered pursuant to the registration rights agreement included
              in the Preferred Stock Agreements ("March Registration Rights
              Agreement"), and (3) those shares listed on Schedule A attached
              hereto ("Registration Statement"), which Registration Statement,
              to the extent allowable under the Securities Act and the rules
              promulgated thereunder (including Rule 416), shall state that such
              Registration Statement also covers such indeterminate number of
              additional shares of Common Stock as may become issuable upon
              exercise of the Warrants. The number of shares of Common Stock
              initially included in such Registration Statement shall be no less
              than 260,000 shares of Common Stock plus the other shares
              registrable from the Preferred Stock Agreements or as set forth on
              Schedule A hereto. Nothing in the preceding sentence will limit
              the Company's obligations to reserve shares of Common Stock
              pursuant to Section 3.7 of the Purchase Agreement. Thereafter the
              Company shall use its best efforts to cause such Registration
              Statement and other filings to be declared effective as soon as
              possible, and in any event prior to 45 days following the Closing
              Date. Without limiting the foregoing, the Company will promptly
              respond to all SEC comments, inquiries and requests, and shall
              request acceleration of effectiveness at the earliest possible
              date. The Company shall provide the Holders reasonable opportunity
              to review any such Registration Statement or amendment or
              supplement thereto prior to filing. In the event any additional
              Warrant Shares are issuable upon exercise of the Warrants in
              excess of the number of Warrant Shares subject to an effective
              Registration Statement, pursuant to adjustments under Section 12
              of the Warrants or otherwise, the Company shall promptly prepare
              and file with the SEC such amendments, supplements or additional
              Registration Statements covering the resale of such additional
              Warrant Shares (with all terms herein applying to such additional
              Registration Statements).

                   ii) 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 Act with respect to the
              disposition of all securities covered by such Registration
              Statement and notify the Holders of the filing and effectiveness
              of such Registration Statement and any amendments or supplements.

                   iii) Furnish to each Holder such numbers of copies of a
              current prospectus conforming with the requirements of the Act,
              copies of the Registration Statement, any amendment or supplement
              thereto and any documents incorporated by reference therein and

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              such other documents as such Holder may reasonably require in
              order to facilitate the disposition of Registrable Securities
              owned by such Holder.

                   iv) Register and qualify the securities covered by such
              Registration Statement under the securities or "Blue Sky" laws of
              all domestic jurisdictions; provided that the Company shall not be
              required in connection therewith or as a condition thereto to
              qualify to do business or to file a general consent to service of
              process in any such states or jurisdictions.

                   v) Notify each Holder immediately of the happening of any
              event (but not the substance or details of any such events unless
              specifically requested by a Holder) as a result of which the
              prospectus (including any supplements thereto or thereof) included
              in such Registration Statement, as then in effect, includes an
              untrue statement of material fact or omits to state a material
              fact required to be stated therein or necessary to make the
              statements therein not misleading in light of the circumstances
              then existing, and use its best efforts to promptly update and/or
              correct such prospectus.

                   vi) Notify each Holder immediately of the issuance by the
              Commission or any state securities commission or agency of any
              stop order suspending the effectiveness of the Registration
              Statement or the threat or initiation of any proceedings for that
              purpose. The Company shall use its best efforts to prevent the
              issuance of any stop order and, if any stop order is issued, to
              obtain the lifting thereof at the earliest possible time.

                   vii) Permit counsel to the Holders to review the Registration
              Statement and all amendments and supplements thereto within a
              reasonable period of time (but not less than 3 full Trading Days
              (as defined in the Certificate)) prior to each filing, and shall
              not file any document in a form to which such counsel reasonably
              objects and will not request acceleration of the Registration
              Statement without prior notice to such counsel.

                   viii) List the Registrable Securities covered by such
              Registration Statement with all securities exchange(s) and/or
              markets on which the Common Stock is then listed and prepare and
              file any required filings with the Nasdaq National Market or any
              exchange or market where the Common Shares are traded.

                   ix) Take all steps necessary to enable Holders to avail
              themselves of the prospectus delivery mechanism set forth in Rule
              153 (or successor thereto) under the Act.

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              (b) Set forth below in this Section 2(b) are (I) events that may
arise that the Investors consider will interfere with the full enjoyment of
their rights under this Agreement, the Purchase Agreement and the Warrants (the
"Interfering Events"), and (II) certain remedies applicable in each of these
events.

              Paragraphs (i) through (iv) of this Section 2(b) describe the
Interfering Events, provide a remedy to the Investors if an Interfering Event
occurs and provide that the Investors may require that the Company repurchase
outstanding Common Shares, Warrants and Warrant Shares at a specified price if
certain Interfering Events are not timely cured.

              Paragraph (v) provides, inter alia, that if default adjustments
required as the remedy in the case of certain of the Interfering Events are not
provided when due, the Company may be required by the Investors to redeem
outstanding Common Shares, Warrants and Warrant Shares at a specified price.

              Paragraph (vi) provides, inter alia, that the Investors have the
right to specific performance.

              The preceding paragraphs in this Section 2(b) are meant to serve
only as an introduction to this Section 2(b), are for convenience only, and are
not to be considered in applying, construing or interpreting this Section 2(b).

        (i)   DELAY IN EFFECTIVENESS OF REGISTRATION STATEMENT.

                   (A) In the event that such Registration Statement has not
              been declared effective within 45 days from the Closing Date, or
              the Company at any time fails to issue unlegended Registrable
              Securities as required by Article VI of the Purchase Agreement,
              then the Company shall pay each Holder a Monthly Delay Payment (as
              defined below) for each 30 day period (or portion thereof) that
              effectiveness of the Registration Statement is delayed or failure
              to issue such unlegended Registrable Securities persists. In
              addition to the foregoing, if the Registration Statement has not
              been declared effective within 90 days after the Closing Date,
              then each Holder shall have the right to sell, at any time after
              the 90th day after the Closing Date, any or all of its Common
              Shares, Warrants and Warrant Shares to the Company for
              consideration (the "Mandatory Repurchase Price") equal to (I) for
              the Common Shares, the greater of (x) 120% of the Liquidation
              Value (as defined below) of all such Common Shares being sold to
              the Company, or (y) the product of (a) the Liquidation Value for
              the Common Shares being sold to the Company divided by $16.50 (as
              appropriately and equitably adjusted for stock splits,
              combinations, dividends, etc.) multiplied by (b) the greater of
              the last closing price of the Common Stock on (i) the date a

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              Holder exercises its option pursuant to this Section 2(b) to
              require repurchase of such securities or (ii) the date on which
              the event triggering Holder's remedies under this Section 2(b)
              first occurred, in each case payable in cash, (II) for the
              Warrants 120% of the product of (a) the difference between the
              greater of clauses (i) or (ii) above and the exercise price of the
              Warrants, multiplied by (b) the number of Warrants being sold to
              the Company, payable in cash, and (III) for the Warrant Shares,
              120% of the product of (a) the greater of clauses (i) or (ii)
              above, multiplied by (b) the number of Warrant Shares being sold
              to the Company, payable in cash. "Liquidation Value" shall mean
              $16.50 per Common Share (as appropriately and equitably adjusted
              for stock splits, combinations, dividends, etc.), including any
              stock dividends received, plus (i) all accrued but unpaid
              dividends and (ii) all "Monthly Delay Payments" payable under this
              Agreement.

                   (B) As used in this Agreement, a "Monthly Delay Payment"
              shall be a cash payment equal to 1% of the Liquidation Value of
              the Common Shares held by a Holder for the first 30 day period (or
              portion thereof) that the specified condition in this Section 2(b)
              has not been fulfilled or the specified deficiency has not been
              remedied, 2% of such Liquidation Value for the next 30 day period
              (or portion thereof) that the specified condition in this Section
              2(b) has not been fulfilled or the specified deficiency has not
              been remedied, and 3% of such Liquidation Value thereafter for
              each subsequent 30 day period (or portion thereof) that the
              specified condition in this Section 2(b) has not been fulfilled or
              the specified deficiency has not been remedied. Payment of the
              Monthly Delay Payments and Mandatory Repurchase Price shall be due
              and payable from the Company to such Holder within 5 business days
              of demand therefor. Without limiting the foregoing, if cash
              payment of the Mandatory Repurchase Price is not made within such
              5 business day period, the Holder may revoke and withdraw its
              election to cause the Company to make such mandatory purchase at
              any time prior to its receipt of such cash. At the option of the
              Holder, Monthly Delay Payments may be added to the Liquidation
              Value of the Common Shares held by it.

                   (C) Notwithstanding the foregoing, there shall be excluded
              from the calculation of the number of days that the Registration
              Statement has not been declared effective the delays which are
              solely attributable to delays in the Investors providing
              information required for the Registration Statement.

        (ii)  NO LISTING; PREMIUM PRICE REDEMPTION FOR DELISTING OF CLASS OF
              SHARES.

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                   (A) In the event that the Company fails, refuses or for any
              other reason is unable to cause the Registrable Securities covered
              by the Registration Statement to be listed with Nasdaq National
              Market or one of the other Approved Markets (as defined in the
              Purchase Agreement) at all times during the period ("Listing
              Period") from the earlier of the effectiveness of the Registration
              Statement and the 45th day following the Closing Date until such
              time as the registration period specified in Section 5 terminates,
              then the Company shall provide to each Holder a Monthly Delay
              Payment, for each 30 day period or portion thereof during which
              such listing is not in effect. In addition to the foregoing,
              following the 10th day that such listing is not in effect, each
              Holder shall have the right to sell to the Company any or all of
              its Common Shares, Warrants and Warrant Shares at the Mandatory
              Repurchase Price. The provisions of Section 2(b)(i)(B) shall apply
              to this Section 2(b)(ii)(A).

                   (B) In the event that shares of Common Stock of the Company
              are not listed on any of the Approved Markets at all times
              following the Closing Date, or are otherwise suspended from
              trading and remain unlisted or suspended for 3 consecutive days,
              then the Company shall provide to each Holder a Monthly Delay
              Payment for each 30 day period or portion thereof during which
              such listing is not in effect. In addition to the foregoing,
              following the 5th day that the shares are not so listed or are
              otherwise suspended, at the option of each Holder and to the
              extent such Holder so elects, each Holder shall have the right to
              sell to the Company the Common Shares, Warrants and Warrant Shares
              held by such Holder, in whole or in part, for the Mandatory
              Repurchase Price on the terms set forth in Section 2(b)(i)(B)
              above.


        (iii) BLACKOUT PERIODS. In the event any Holder's ability to sell
              Registrable Securities under the Registration Statement is
              suspended for more than (i) five (5) consecutive days or (ii)
              twenty (20) days in any calendar year ("Suspension Grace Period"),
              including without limitation by reason of any suspension or stop
              order with respect to the Registration Statement or the fact that
              an event has occurred as a result of which the prospectus
              (including any supplements thereto) included in such Registration
              Statement then in effect includes an untrue statement of material
              fact or omits to state a material fact required to be stated
              therein or necessary to make the statements therein not misleading
              in light of the circumstances then existing (a "Blackout"), then
              the Company shall provide to each Holder a Monthly Delay Payment
              for each 30 day period or portion thereof from and after the
              expiration of the Suspension Grace Period, on the terms set forth
              in Section 2(b)(i)(B) above. In addition, at any time following

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              the expiration of the Suspension Grace Period if the Blackout
              continues for more than five (5) additional consecutive days, a
              Holder shall have the right to sell to the Company its Common
              Shares, Warrants and/or Warrant Shares in whole or in part for the
              Mandatory Repurchase Price on the terms set forth in Section
              2(b)(i)(B) above.

        (iv)  REDEMPTION FOR CONVERSION DEFICIENCY. In the event that the
              Company does not have a sufficient number of Warrant Shares
              available to satisfy the Company's obligations to any Holder upon
              exercise of the Warrants or the Company is otherwise unable or
              unwilling for any reason to issue such Warrant Shares (each an
              "Exercise Deficiency") in accordance with the terms of the
              Warrants for any reason after receipt of an exercise notice from
              any Holder, then:

                   (A) The Company shall provide to each Holder a Monthly Delay
              Payment for each 30 day period or portion thereof following the
              Exercise Deficiency on all outstanding Common Shares, Warrant
              Shares and Warrants, on the terms set forth in Section 2(b)(i)(B)
              above.

                   (B) At any time five days after the commencement of the
              running of the first 30-day period described above in clause (A)
              of this paragraph (iv), at the request of any Holder, the Company
              promptly shall purchase from such Holder, for the Mandatory
              Repurchase Price and on the terms set forth in Section 2(b)(i)(B)
              above, any and all outstanding Common Shares, Warrant Shares
              and/or Warrants, if the failure to issue Warrant Shares results
              from the lack of a sufficient number thereof and shall purchase
              all of such Holder's Common Shares, Warrant Shares and/or Warrants
              (or such portion requested by such Holder) for such consideration
              and on such terms if the failure to issue Warrant Shares results
              from any other cause, or is without cause.

        (v)   MANDATORY PURCHASE PRICE FOR DEFAULTS.

                   (A) The Company acknowledges that any failure, refusal or
              inability by the Company to perform the obligations described in
              the foregoing paragraphs (i) through (iv) will cause the Holders
              to suffer damages in an amount that will be difficult to
              ascertain, including without limitation damages resulting from the
              loss of liquidity in the Registrable Securities and the additional
              investment risk in holding the Common Shares, Warrant Shares,
              Warrants and Registrable Securities. Accordingly, the parties
              agree, after consulting with counsel, that it is appropriate to

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              include in this Agreement the foregoing provisions for Monthly
              Delay Payments and mandatory redemptions in order to compensate
              the Holders for such damages. The parties acknowledge and agree
              that the Monthly Delay Payments and mandatory redemptions set
              forth above represent the parties' good faith effort to quantify
              such damages and, as such, agree that the form and amount of such
              payments and mandatory redemptions are reasonable and will not
              constitute a penalty.

                   (B) In the event that the Company fails to pay any Monthly
              Delay Payment within 5 business days of demand therefor, each
              Holder shall have the right to sell to the Company any or all of
              its Common Shares, Warrant Shares and/or Warrants at the Mandatory
              Repurchase Price on the terms set forth in Section 2(b)(i)(B)
              above.

                   (C) The Holder shall have the right to withdraw any request
              for redemption hereunder at any time prior to its receipt of the
              Mandatory Repurchase Price.

        (vi)  CUMULATIVE REMEDIES. The Monthly Delay Payments and mandatory
              purchases provided for above are in addition to and not in lieu or
              limitation of any other rights the Holders may have at law, in
              equity or under the terms of the Purchase Agreement, the Warrants,
              this Agreement and the Preferred Stock Agreements, including
              without limitation the right to monetary contract damages and
              specific performance, and consequently this Agreement shall in no
              way affect, modify or limit the liquidated damages accrued or
              payable or to be accrued or payable pursuant to the March
              Registration Rights Agreement. Each Holder shall be entitled to
              specific performance of any and all obligations of the Company in
              connection with the registration rights of the Holders hereunder.
              Each Monthly Delay Payment provided for herein in the foregoing
              clauses shall be in addition to each other Monthly Delay Payment
              (including without limitation those under the March Registration
              Rights Agreement); PROVIDED, HOWEVER, that in no event shall the
              Company be obligated to pay to any holder an aggregate amount
              greater than three percent (3%) of the Liquidation Value for the
              Common Shares held by such holder for any 30-day period, provided,
              that this sentence shall not in any way affect the Company's
              mandatory purchase obligations hereunder.

        (vii) REMEDIES FOR REGISTRABLE SECURITIES. In any case in which a Holder
              of Common Shares, Warrant Shares and/or Warrants has the right to
              cause the purchase of its securities under this Section 2(b), it
              shall also have the right to cause the Company to purchase any
              other Registrable Securities that such Holder owns, in whole or in
              part at the Holder's option, at a purchase price equal to 120% of
              the product of (a) the greater of the last closing price of the
              Common Stock on (i) the date a Holder exercises its option

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              pursuant to this Section 2(b) or (ii) the date on which the event
              triggering Holder's remedies under this Section 2(b) first
              occurred, multiplied by (b) the number of Registrable Securities
              being sold to the Company, payable in cash.

         (c) If the Holder(s) intend to distribute the Registrable Securities by
means of an underwriting, the Holder(s) shall so advise the Company. Any such
underwriting may only be administered by nationally or regionally recognized
investment bankers reasonably satisfactory to the Company.

         (d) The Company shall enter into such customary agreements for
secondary offerings (including a customary underwriting agreement with the
underwriter or underwriters, if any) and take all such other reasonable actions
reasonably requested by the Holders in connection therewith in order to expedite
or facilitate the disposition of such Registrable Securities. Whether or not an
underwriting agreement is entered into and whether or not the Registrable
Securities are to be sold in an underwritten offering, the Company shall:

                   i) make such representations and warranties to the Holders
              and the underwriter or underwriters, if any, in form, substance
              and scope as are customarily made by issuers to underwriters in
              secondary offerings;

                   ii) cause to be delivered to the sellers of Registrable
              Securities and the underwriter or underwriters, if any, opinions
              of independent counsel to the Company, on and dated as of each
              effective day (or in the case of an underwritten offering, dated
              the date of delivery of any Registrable Securities sold pursuant
              thereto) of the Registration Statement, and within ninety (90)
              days following the end of each fiscal year thereafter, which
              counsel and opinions (in form, scope and substance) shall be
              reasonably satisfactory to the Holders and the underwriter(s), if
              any, and their counsel and covering, without limitation, such
              matters as the due authorization and issuance of the securities
              being registered and compliance with securities laws by the
              Company in connection with the authorization, issuance and
              registration thereof and other matters that are customarily given
              to underwriters in underwritten offerings, addressed to the
              Holders and each underwriter, if any;

                   iii) cause to be delivered, immediately prior to the
              effectiveness of the Registration Statement (and, in the case of
              an underwritten offering, at the time of delivery of any
              Registrable Securities sold pursuant thereto), and at the
              beginning of each fiscal year following a year during which the
              Company's independent certified public accountants shall have
              reviewed any of the Company's books or records, a "comfort" letter
              from the Company's independent certified public accountants
              addressed to the Holders and each underwriter, if any, stating
              that such accountants are independent public accountants within

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              the meaning of the Securities Act and the applicable published
              rules and regulations thereunder, and otherwise in customary form
              and covering such financial and accounting matters as are
              customarily covered by letters of the independent certified public
              accountants delivered in connection with secondary offerings; such
              accountants shall have undertaken in each such letter to update
              the same during each such fiscal year in which such books or
              records are being reviewed so that each such letter shall remain
              current, correct and complete throughout such fiscal year; and
              each such letter and update thereof, if any, shall be reasonably
              satisfactory to the Holders;

                   iv) if an underwriting agreement is entered into, the same
              shall include customary indemnification and contribution
              provisions to and from the underwriters and procedures for
              secondary underwritten offerings; and

                   v) deliver such documents and certificates as may be
              reasonably requested by the Holders of the Registrable Securities
              being sold or the managing underwriter or underwriters, if any, to
              evidence compliance with clause (i) above and with any customary
              conditions contained in the underwriting agreement, if any.

         (e) The Company shall make available for inspection by the Holders,
representative(s) of all the Holders together, any underwriter participating in
any disposition pursuant to a Registration Statement, and any attorney or
accountant retained by any Holder or underwriter, all financial and other
records customary for purposes of the Holders' due diligence examination of the
Company and review of any Registration Statement, all SEC Documents (as defined
in the Purchase Agreement) filed subsequent to the Closing, pertinent corporate
documents and properties of the Company, and cause the Company's officers,
directors and employees to supply all information reasonably requested by any
such representative, underwriter, attorney or accountant in connection with such
Registration Statement, provided that such parties agree to keep such
information confidential.

         (f) Subject to Section 2(b) above, the Company may suspend the use of
any prospectus used in connection with the Registration Statement only in the
event, and for such period of time as, such a suspension is required by the
rules and regulations of the Commission. The Company will use its best efforts
to cause such suspension to terminate at the earliest possible date.

         (g) The Company shall file a Registration Statement with respect to any
newly authorized and/or reserved Registrable Securities consisting of Common
Shares described in clause (i) of the definition of Registrable Securities
within five (5) business days of any stockholders meeting authorizing same and
shall use its best efforts to cause such Registration Statement to become
effective within sixty (60) days of such stockholders meeting. If the Holders
become entitled, pursuant to an event described in clause (ii) or (iii) of the

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definition of Registrable Securities, to receive any securities in respect of
Registrable Securities that were already included in a Registration Statement,
subsequent to the date such Registration Statement is declared effective, and
the Company is unable under the securities laws to add such securities to the
then effective Registration Statement, the Company shall promptly file, in
accordance with the procedures set forth herein, an additional Registration
Statement with respect to such newly Registrable Securities. The Company shall
use its best efforts to (i) cause any such additional Registration Statement,
when filed, to become effective under the Securities Act, and (ii) keep such
additional Registration Statement effective during the period described in
Section 5 below and cause such Registration Statement to become effective within
45 days of that date that the need to file the Registration Statement arose. All
of the registration rights and remedies under this Agreement shall apply to the
registration of such newly reserved shares and such new Registrable Securities,
including without limitation the provisions providing for default payments and
mandatory redemptions contained herein.

              3. EXPENSES OF REGISTRATION. All Registration Expenses in
connection with any registration, qualification or compliance with registration
pursuant to this Agreement shall be borne by the Company, and all Selling
Expenses of a Holder shall be borne by such Holder.

              4. REGISTRATION ON FORM S-3. The Company shall use its best
efforts to remain qualified for registration on Form S-3 or any comparable or
successor form or forms, or in the event that the Company is ineligible to use
such form, such form as the Company is eligible to use under the Securities Act.

              5. REGISTRATION PERIOD. In the case of the registration effected
by the Company pursuant to this Agreement, the Company shall keep such
registration effective until the later of (a) the date on which all the Holders
have completed the sales or distribution described in the Registration Statement
relating thereto or, if earlier, until such Registrable Securities may be sold
by the Holders under Rule 144(k) (provided that the Company's transfer agent has
accepted an instruction from the Company to such effect), and (b) the fifth
(5th) anniversary of the Closing Date.

              6. INDEMNIFICATION.

                   (a) COMPANY INDEMNITY. The Company will indemnify each
Holder, each of its officers, directors, agents and partners, and each person
controlling each of the foregoing, within the meaning of Section 15 of the
Securities Act and the rules and regulations thereunder with respect to which
registration, qualification or compliance has been effected pursuant to this
Agreement, and each underwriter, if any, and each person who controls, within
the meaning of Section 15 of the Securities Act and the rules and regulations
thereunder, any underwriter, 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 prospectus,
offering circular or other 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

                                       12
<PAGE>

state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading in light of the circumstances under which
they were made, or any violation by the Company of the Securities Act or any
state securities law or in either case, any rule or regulation thereunder
applicable to the Company and relating to action or inaction required of the
Company in connection with any such registration, qualification or compliance,
and will reimburse each Holder, each of its officers, directors, agents and
partners, and each person controlling each of the foregoing, each such
underwriter and each person who controls any such underwriter, for any legal and
any other expenses reasonably incurred in connection with investigating and
defending any such claim, loss, damage, liability or action, provided that the
Company will not be liable in any such case to a Holder 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 the
Company by such Holder or the underwriter (if any) therefor and stated to be
specifically for use therein. The indemnity agreement contained in this Section
6(a) shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability or action if such settlement is effected without the consent
of the Company (which consent will not be unreasonably withheld).

                   (b) HOLDER INDEMNITY. Each Holder will, severally and not
jointly, if Registrable Securities held by it are included in the securities as
to which such registration, qualification or compliance is being effected,
indemnify the Company, each of its directors, officers, agents and partners, and
each underwriter, if any, of the Company's securities covered by such a
registration statement, each person who controls the Company or such underwriter
within the meaning of Section 15 of the Securities Act and the rules and
regulations thereunder, each other Holder (if any), and each of their officers,
directors and partners, and each person controlling such other Holder(s) 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 statement therein not misleading in light of the circumstances under which
they were made, and will reimburse the Company and such other Holder(s) and
their directors, officers and partners, underwriters or control persons for any
legal or any other expenses reasonably incurred in connection with investigating
and 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) is made in such registration
statement, prospectus, offering circular or other document in reliance upon and
in conformity with written information furnished to the Company by such Holder
and stated to be specifically for use therein, and provided that the maximum
amount for which such Holder shall be liable under this indemnity shall not
exceed the net proceeds received by such Holder from the sale of the Registrable
Securities pursuant to the registration statement in question. The indemnity
agreement contained in this Section 6(b) shall not apply to amounts paid in
settlement of any such claims, losses, damages or liabilities if such settlement
is effected without the consent of such Holder (which consent shall not be
unreasonably withheld).

                                       13
<PAGE>

                   (c) PROCEDURE. Each party entitled to indemnification under
this Section 6 (the "Indemnified Party") shall give notice to the party required
to provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought, and shall permit the Indemnifying Party to assume the defense of any
such claim in any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or any
litigation resulting therefrom, shall be approved by the Indemnified Party
(whose approval shall not be unreasonably withheld), and the Indemnified Party
may participate in such defense at its own expense, 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 6 except to
the extent that the Indemnifying Party is materially and adversely affected by
such failure to provide notice. 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 which does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect
to such claim or litigation. Each Indemnified Party shall furnish such
non-privileged information regarding itself or the claim in question as an
Indemnifying Party may reasonably request in writing and as shall be reasonably
required in connection with the defense of such claim and litigation resulting
therefrom.

                   7. CONTRIBUTION. If the indemnification provided for in
Section 6 herein is unavailable to the Indemnified Parties in respect of any
losses, claims, damages or liabilities referred to herein (other than by reason
of the exceptions provided therein), then each such Indemnifying Party, in lieu
of indemnifying such Indemnified Party, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such losses, claims, damages or
liabilities as between the Company on the one hand and any Holder on the other,
in such proportion as is appropriate to reflect the relative fault of the
Company and of such Holder in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative fault of the Company on the one
hand and of any Holder on the other shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact relates to information
supplied by the Company or by such Holder.

                   In no event shall the obligation of any Indemnifying Party to
contribute under this Section 7 exceed the amount that such Indemnifying Party
would have been obligated to pay by way of indemnification if the
indemnification provided for under Section 6(a) or 6(b) hereof had been
available under the circumstances.

                   The Company and the Holders agree that it would not be just
and equitable if contribution pursuant to this Section 7 were determined by pro
rata allocation (even if the Holders or the underwriters were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in the immediately
preceding paragraphs. The amount paid or payable by an Indemnified Party as a
result of the losses, claims, damages and liabilities referred to in the

                                       14
<PAGE>

immediately preceding paragraphs shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such Indemnified Party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this section, no Holder or
underwriter shall be required to contribute any amount in excess of the amount
by which (i) in the case of any Holder, the net proceeds received by such Holder
from the sale of Registrable Securities pursuant to the registration statement
in question or (ii) in the case of an underwriter, the total price at which the
Registrable Securities purchased by it and distributed to the public were
offered to the public exceeds, in any such case, the amount of any damages that
such Holder or underwriter has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.

              8. SURVIVAL. The indemnity and contribution agreements contained
in Sections 6 and 7 and the representations and warranties of the Company
referred to in Section 2(d)(i) shall remain operative and in full force and
effect regardless of (i) any termination of this Agreement or the Purchase
Agreement or any underwriting agreement, (ii) any investigation made by or on
behalf of any Indemnified Party or by or on behalf of the Company, and (iii) the
consummation of the sale or successive resales of the Registrable Securities.

              9. INFORMATION BY HOLDERS. Each Holder shall furnish to the
Company such information regarding such Holder and the distribution and/or sale
proposed by such Holder as the Company may reasonably request in writing and as
shall be reasonably required in connection with any registration, qualification
or compliance referred to in this Agreement. The intended method or methods of
disposition and/or sale (Plan of Distribution) of such securities as so provided
by such Investor shall be included without alteration in the Registration
Statement covering the Registrable Securities and shall not be changed without
written consent of such Holder.

              10. REPLACEMENT CERTIFICATES. The certificate(s) representing the
Common Shares held by any Investor (or then Holder) may be exchanged by such
Investor (or such Holder) at any time and from time to time for certificates
with different denominations representing an equal aggregate number of Common
Shares, as reasonably requested by such Investor (or such Holder) upon
surrendering the same. No service charge will be made for such registration or
transfer or exchange. Upon receipt by the Corporation of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of any
certificate representing the Common Shares, Warrant Shares or the Warrants, and,
in the case of loss, theft or destruction, of indemnity reasonably satisfactory
to it, or upon surrender and cancellation of such certificate if mutilated, the
Corporation will make and deliver a new certificate of like tenor and dated as
of such cancellation at no charge to the holder.

              11. TRANSFER OR ASSIGNMENT. Except as otherwise provided herein,

                                       15
<PAGE>

this Agreement shall be binding upon and inure to the benefit of the parties and
their successors and permitted assigns. The rights granted to the Investors by
the Company under this Agreement to cause the Company to register Registrable
Securities may be transferred or assigned (in whole or in part) to a transferee
or assignee (not sold through a public sale) of Common Shares, Warrant Shares,
Warrants or Registrable Securities, and all other rights granted to the
Investors by the Company hereunder may be transferred or assigned to any such
transferee or assignee of any Common Shares, Warrant Shares, Warrants or
Registrable Securities; provided in each case that the Company must be given
written notice by the such Investor at the time of or within a reasonable time
after said transfer or assignment, stating the name and address of said
transferee or assignee and identifying the securities with respect to which such
registration rights are being transferred or assigned; and provided further that
the transferee or assignee of such rights agrees in writing to be bound by the
registration provisions of this Agreement.

              12. MISCELLANEOUS.

                   (a) REMEDIES. The Company and the Investor acknowledge and
agree that irreparable damage would occur in the event that any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the
parties shall be entitled to an injunction or injunctions to prevent or cure
breaches of the provisions of this Agreement and to enforce specifically the
terms and provisions hereof, this being in addition to any other remedy to which
any of them may be entitled by law or equity.

                   (b) JURISDICTION. Each of the Company and the Investor (i)
hereby irrevocably submits to the exclusive jurisdiction of the United States
District Court, the New York State courts and other courts of the United States
sitting in New York County, New York for the purposes of any suit, action or
proceeding arising out of or relating to this Agreement and (ii) hereby waives,
and agrees not to assert in any such suit action or proceeding, any claim that
it is not personally subject to the jurisdiction of such court, that the suit,
action or proceeding is brought in an inconvenient forum or that the venue of
the suit, action or proceeding is improper. The Company and the Investor consent
to process being served in any such suit, action or proceeding by mailing a copy
thereof to such party at the address in effect for notices to it under this
Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing in this paragraph shall affect or
limit any right to serve process in any other manner permitted by law.

                   (c) NOTICES. Any notice or other communication required or
permitted to be given hereunder shall be in writing by facsimile, mail or
personal delivery and shall be effective upon actual receipt of such notice. The
addresses for such communications shall be:

                                       16
<PAGE>

                  to the Company:

                           netGuru, Inc.
                           22700 Savi Ranch Parkway
                           Yorba Linda, CA  92887
                           Telephone:       (714) 974-2500
                           Facsimile:       (714) 974-4771
                           Attention:       Jyoti Chatterjee

                  with a copy to:

                           Rutan & Tucker, LLP
                           611 Anton Boulevard, Fourteenth Floor
                           P.O. Box 1950
                           Costa Mesa, CA  92626
                           Telephone:       (714) 641-5100
                           Facsimile:       (714) 546-9035
                           Attention:       Larry A. Cerutti, Esq.


                  to the Investor:

                           c/o Elliott Management Corporation
                           712 Fifth Avenue, 36th Floor
                           New York, New York  10019
                           Telephone:       (212) 586-2999
                           Facsimile:       (212) 586-9467
                           Attention:       Mr. Brett Cohen

                  with copies to:

                           Kleinberg, Kaplan, Wolff & Cohen, P.C.
                           551 Fifth Avenue
                           New York, New York 10176
                           Facsimile:       (212) 986-8866
                           Attention:       Stephen M. Schultz, Esq.


Any party hereto may from time to time change its address for notices by giving
at least five days' written notice of such changed address to the other parties
hereto.

                   (d) INDEMNITY. Each party shall indemnify each other party
against any loss, cost or damages (including reasonable attorney's fees)
incurred as a result of such parties' breach of any representation, warranty,
covenant or agreement in this Agreement, including, without limitation, any
enforcement of this indemnity.

                   (e) WAIVERS. No waiver by any party of any default with
respect to any provision, condition or requirement of this Agreement shall be
deemed to be a continuing waiver in the future or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of
any party to exercise any right hereunder in any manner impair the exercise of
any such right accruing to it thereafter. The representations and warranties and

                                       17
<PAGE>

the agreements and covenants of the Company and each Investor contained herein
shall survive the Closing.

                   (f) EXECUTION IN COUNTERPART. This Agreement may be executed
in two or more counterparts, all of which shall be considered one and the same
agreement, it being understood that all parties need not sign the same
counterpart.

                   (g) SIGNATURES. Facsimile signatures shall be valid and
binding on each party submitting the same.

                   (h) ENTIRE AGREEMENT; AMENDMENT. This Agreement, together
with the Purchase Agreement, the Certificate, the Warrants and the agreements
and documents contemplated hereby and thereby, contains the entire understanding
and agreement of the parties, and may not be amended, modified or terminated
except by a written agreement signed by the Company plus the Holders of 75% of
the Preferred Shares issued under the Purchase Agreement to that date; provided
that for the purposes of this Section 12(h)) the Holders of Common Shares still
entitled to registration rights under this Agreement will be deemed to still be
Holders of that number of Preferred Shares which were converted into such number
of Common Shares issued upon conversion which are still held by them.

                   (i) GOVERNING LAW. This Agreement and the validity and
performance of the terms hereof shall be governed by and construed in accordance
with the laws of the State of New York applicable to contracts executed and to
be performed entirely within such state, except to the extent that the law of
the State of Delaware regulates the Company's issuance of securities.

                   (j) JURY TRIAL. EACH PARTY HERETO WAIVES THE RIGHT TO A TRIAL
BY JURY.

                   (k) TITLES. The titles used in this Agreement are used for
convenience only and are not to be considered in construing or interpreting this
Agreement.

                   (l) NO STRICT CONSTRUCTION. The language used in this
Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rule of strict construction will be applied against
any party.

                            [SIGNATURE PAGE FOLLOWS]

                                       18
<PAGE>

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


                                    NETGURU, INC.


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



                                    WESTGATE INTERNATIONAL, L.P.
                                    By:     ELLIOTT INTERNATIONAL CAPITAL
                                            ADVISORS INC., as attorney-in-fact


                                            By: /s/ Paul E. Singer
                                                --------------------------------
                                            Name:    Paul E. Singer
                                            Title:   President


                                    ELLIOTT ASSOCIATES, L.P.


                                    By: /s/ Paul E. Singer
                                        ----------------------------------------
                                    Name:   Paul E. Singer
                                    Title:  General Partner

                                       19