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                                                                     EXHIBIT 4.1

                          REGISTRATION RIGHTS AGREEMENT


           This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into as of the 8th day of May, 2001, by and among BRAINWORKS VENTURES,
INC., a Nevada corporation ("PURCHASER"), and each of the stockholders of
EXECUTIVE VENTURE PARTNERS, LTD., a Massachusetts corporation ("TARGET"), listed
on Schedule 1 hereto (each such person a "Seller" and, collectively, the
"Sellers").

           IN CONSIDERATION of the mutual promises and covenants set forth
herein, and intending to be legally bound, the parties hereto hereby agree as
follows:

1.         RESTRICTIONS ON TRANSFERABILITY OF SECURITIES; REGISTRATION RIGHTS

           1.1 CERTAIN DEFINITIONS. Any capitalized terms used herein without
definition shall have the meaning ascribed to such terms in the Agreement and
Plan of Merger dated as of May __, 2001 to which PURCHASER, Sellers and certain
other persons are parties relating to the merger of TARGET with and into EVP
Acquisition Corporation, a Georgia corporation and a wholly-owned subsidiary of
PURCHASER (the "Merger Agreement"). In addition, the following terms shall have
the meanings set forth below:

                      (a) "Holder" shall mean any Seller who holds Registrable
Securities and any holder of Registrable Securities to whom the rights conferred
by this Agreement have been transferred in compliance with Section 1.2 hereof.

                      (b) "Other Stockholders" shall mean persons who, by virtue
of agreements with PURCHASER other than this Agreement, whether PURCHASER
executed such agreements prior to the date hereof or subsequent to such date,
are entitled to include their securities in certain registrations hereunder.

                      (c) "Registrable Securities" shall mean shares of
PURCHASER Common Stock issued to the Sellers pursuant to Section 3.01(a) of the
Merger Agreement provided that a Registrable Security ceases to be a Registrable
Security when (i) it is registered under the Securities Act; (ii) it is sold or
transferred in accordance with the requirements of Rule 144 (or similar
provisions then in effect); (iii) it is eligible to be sold or transferred under
Rule 144 without holding period or volume limitations; or (iv) it is sold in a
private transaction in which the transferor's rights under this Agreement are
not assigned.
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                      (d) 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 of 1933, as amended (the
"Securities Act"), and applicable rules and regulations thereunder and the
declaration or ordering of the effectiveness of such registration statement.

                      (e) "Registration Expenses" shall mean all expenses
incurred in effecting any registration pursuant to this Agreement, including,
without limitation, all federal and state registration, qualification, and
filing fees, printing expenses, escrow fees, fees and disbursements of counsel
for PURCHASER and one counsel selected to represent the Holders, which counsel
shall be reasonably satisfactory to PURCHASER, blue sky fees and expenses, and
expenses of any regular or special audits incident to or required by any such
registration, but shall not include (i) Selling Expenses, (ii) the compensation
of regular employees of PURCHASER, which shall be paid in any event by
PURCHASER, and (iii) blue sky fees and expenses incurred in connection with the
registration or qualification of any Registrable Securities in any state,
province or other jurisdiction in a registration pursuant to Section 1.3 hereof
only to the extent that PURCHASER shall otherwise be making no offers or sales
in such state, province or other jurisdiction in connection with such
registration.

                      (f) "Restricted Securities" shall mean any Registrable
Securities required to bear the legend set forth in Section 1.2(c) hereof.

                      (g) "Rule 144" shall mean Rule 144 as promulgated by the
SEC under the Securities Act, as such Rule may be amended from time to time, or
any similar successor rule that may be promulgated by the SEC.

                      (h) "Rule 145" shall mean Rule 145 as promulgated by the
SEC under the Securities Act, as such Rule may be amended from time to time, or
any similar successor rule that may be promulgated by the SEC.

                      (i) "SEC" shall mean the Securities and Exchange
Commission.

                      (j) "Selling Expenses" shall mean all underwriting
discounts, selling commissions and stock transfer taxes applicable to the sale
of Registrable Securities.

           1.2 RESTRICTIONS ON TRANSFER.

                      (a) Each Holder agrees not to make any disposition of all
or any portion of the Registrable Securities unless and until (i) there is then
in effect a registration statement under the Securities Act covering such
proposed disposition and such disposition is made in accordance with such
registration statement, or (ii) (A) such Holder shall have notified PURCHASER of
the proposed disposition and shall have furnished PURCHASER with a detailed
statement of the circumstances surrounding the proposed disposition and (B) if
reasonably requested by PURCHASER, such Holder shall have furnished PURCHASER


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with an opinion of counsel, reasonably satisfactory to PURCHASER, that such
disposition will not require registration of such shares under the Securities
Act, it being understood that PURCHASER will not require opinions of counsel for
transactions made pursuant to Rule 144 except in unusual circumstances.

                      (b) Notwithstanding the provisions of subparagraphs (i)
and (ii) of paragraph (a) above, no such registration statement or opinion of
counsel shall be necessary for a transfer by a Holder which is (A) a partnership
to its partners in accordance with their partnership interests, (B) a limited
liability company to its members in accordance with their member interests, or
(C) to the Holder's family member or a trust for the benefit of an individual
Holder or one or more of his family members, provided the transferee will be
subject to the terms of this Section 1.2 to the same extent as if it were an
original Holder hereunder.

                      (c) Each certificate representing Registrable Securities
shall (unless otherwise permitted by the provisions of this Agreement) be
stamped or otherwise imprinted with a legend substantially similar to the
following (in addition to any legend required under applicable state securities
laws):

           THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
           SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR
           TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
           REGISTERED UNDER SUCH ACT OR UNLESS PURCHASER HAS RECEIVED AN OPINION
           OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO PURCHASER AND ITS
           COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

                      (d) PURCHASER shall be obligated to promptly reissue
unlegended certificates at the request of any Holder thereof if the Holder shall
have obtained an opinion of counsel (which counsel may be counsel to PURCHASER)
reasonably acceptable to PURCHASER to the effect that the securities proposed to
be disposed of may lawfully be so disposed of in compliance with the Securities
Act without registration, qualification or legend.

                      (e) Any legend endorsed on an instrument pursuant to
applicable state securities laws and the stop-transfer instructions with respect
to such securities shall be removed upon receipt by PURCHASER of an order of the
appropriate blue sky authority authorizing such removal or if the Holder shall
request such removal and shall have obtained and delivered to PURCHASER an
opinion of counsel reasonably acceptable to PURCHASER to the effect that such
legend and/or stop-transfer instructions are no longer required pursuant to
applicable state securities laws.


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           1.3 PURCHASER REGISTRATION.

                      (a) Right to Piggyback. If at any time prior to the 2 year
anniversary of the date hereof PURCHASER shall determine to register any of
shares of PURCHASER Common Stock for its own account, other than a registration
relating solely to employee benefit plans, or a registration relating solely to
a Rule 145 transaction, or a registration on any registration form that does not
permit secondary sales, PURCHASER will:

                                 (i) promptly give to each Holder written notice
thereof, which notice briefly describes the Holders' rights under this Section
1.3 (including notice deadlines);

                                 (ii) use its best efforts to include in such
registration (and any related filing or qualification under applicable blue sky
laws), except as set forth in Section 1.3(b) below, and in any underwriting
involved therein, all the Registrable Securities specified in a written request
or requests, made by any Holder and received by PURCHASER within ten (10) days
after the written notice from PURCHASER described in clause (i) above is mailed
or delivered by PURCHASER, provided that such Holders shall have requested for
inclusion in such registration at least ten (10%) of the aggregate number of the
Registrable Securities which have been issued to the Holders prior to the date
of such written request. Such written request may specify all or a part of a
Holder's Registrable Securities; and

                                 (iii) keep such registration effective for a
period of one hundred eighty (180) days or until the Holder or Holders have
completed the distribution described in the registration statement relating
thereto, whichever first occurs.

                      (b) Underwriting. If the registration of which PURCHASER
gives notice is for a registered public offering involving an underwriting,
PURCHASER shall so advise the Holders as a part of the written notice given
pursuant to Section 1.3(a)(i). In such event, the right of any Holder to
registration pursuant to this Section 1.3 shall be conditioned upon such
Holder's participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting to the extent provided herein. All
Holders proposing to distribute their securities through such underwriting shall
(together with PURCHASER and the other holders of securities of PURCHASER with
registration rights to participate therein distributing their securities through
such underwriting) enter into an underwriting agreement in customary form with
the representative of the underwriter or underwriters selected by PURCHASER.

                      Notwithstanding any other provision of this Section 1.3,
if the representative of the underwriters advises PURCHASER in writing that
marketing factors require a limitation on the number of shares to be
underwritten, the representative may (subject to the limitations set forth
below) exclude all Registrable Securities from, or limit the number of
Registrable Securities to be included in, the registration and underwriting.
PURCHASER shall so advise all Holders of securities requesting registration, and
the number of shares of


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securities that are entitled to be included in the registration and underwriting
shall be allocated first to PURCHASER for securities being sold for its own
account and thereafter as set forth in Section 1.10. If any person does not
agree to the terms of any such underwriting, he shall be excluded therefrom by
written notice from PURCHASER or the underwriter. Any Registrable Securities or
other securities excluded or withdrawn from such underwriting shall be withdrawn
from such registration.

                      If shares are so withdrawn from the registration and if
the number of shares of Registrable Securities to be included in such
registration was previously reduced as a result of marketing factors, PURCHASER
shall then offer to all persons who have retained the right to include
securities in the registration the right to include additional securities in the
registration in an aggregate amount equal to the number of shares so withdrawn,
with such shares to be allocated among the persons requesting additional
inclusion in accordance with Section 1.10 hereof.

           1.4 EXPENSES OF REGISTRATION. All Registration Expenses incurred in
connection with any registration, qualification or compliance pursuant to
Section 1.3 hereof shall be borne by PURCHASER. All Selling Expenses relating to
securities so registered shall be borne by the Holders of such securities pro
rata on the basis of the number of shares of securities so registered on their
behalf.

           1.5 REGISTRATION PROCEDURES. In the case of each registration
effected by PURCHASER pursuant to Section 1.3 hereof, PURCHASER will keep each
Holder advised in writing as to the initiation of each registration and as to
the completion thereof. At its expense, PURCHASER will use its best efforts to:

                      (a) prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement;

                      (b) furnish such number of prospectuses and other
documents incident thereto, including any amendment of or supplement to the
prospectus, as a Holder from time to time may reasonably request;

                      (c) notify each Holder of Registrable Securities covered
by such registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading or incomplete in the light of the
circumstances then existing, and at the request of any such Holder, prepare and
furnish to such Holder a reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus
shall not include an untrue statement of a material


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fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading or incomplete in the light of the
circumstances then existing; provided, however, PURCHASER shall not be obligated
to prepare and furnish any such prospectus supplements or amendments relating to
any material nonpublic information at any such time as the Board of Directors of
PURCHASER has determined that, for good business reasons, the disclosure of such
material nonpublic information at that time is contrary to the best interests of
PURCHASER in the circumstances and is not otherwise required under applicable
law (including applicable securities laws);

                      (d) cause all such Registrable Securities registered
pursuant hereunder to be listed on each securities exchange and/or included in
any national quotation system on which similar securities issued by PURCHASER
are then listed or included;

                      (e) provide a transfer agent and registrar for all
Registrable Securities registered pursuant to such registration statement and a
CUSIP number for all such Registrable Securities, in each case not later than
the effective date of such registration; and

                      (f) otherwise use its best efforts to comply with all
applicable rules and regulations of the SEC, and make available to its security
holders, as soon as reasonably practicable, an earnings statement covering the
period of at least twelve (12) months, but not more than eighteen months,
beginning with the first month after the effective date of the registration
statement, which earnings statement shall satisfy the provisions of Section
11(a) of the Securities Act.

           1.6 INDEMNIFICATION.

                      (a) PURCHASER will indemnify each Holder, each of its
officers, directors, partners, legal counsel, and accountants and each person
controlling such Holder within the meaning of Section 15 of the Securities Act,
with respect to which registration, qualification, or compliance has been
effected pursuant to this Section 1, and each underwriter, if any, and each
person who controls within the meaning of Section 15 of the Securities Act any
underwriter, against all expenses, claims, losses, damages, and liabilities (or
actions, proceedings, or settlements 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 state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or any violation by
PURCHASER of the Securities Act or any rule or regulation thereunder applicable
to PURCHASER or relating to action or inaction required of PURCHASER in
connection with any such registration, qualification, or compliance, and will
reimburse each such Holder, each of its officers, directors, partners, legal
counsel and accountants and each person controlling such Holder, 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 or settling any such claim, loss, damage, liability, or action,


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provided that PURCHASER will not be liable in any such case to the extent that
any such claim, loss, damage, liability, or expense arises out of or is based on
any untrue statement or omission based upon written information furnished to
PURCHASER by such Holder or underwriter and stated to be specifically for use
therein. It is agreed that the indemnity agreement contained in this Section
1.6(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 PURCHASER (which consent shall not be unreasonably withheld).

                      (b) Each Holder will, if Registrable Securities held by
him are included in the securities as to which such registration, qualification,
or compliance is being effected, indemnify PURCHASER, each of its directors,
officers, partners, legal counsel, and accountants and each underwriter, if any,
of PURCHASER's securities covered by such a registration statement, each person
who controls PURCHASER or such underwriter within the meaning of Section 15 of
the Securities Act, each other such Holder and Other Stockholder, and each of
their officers, directors, and partners, and each person controlling such Holder
or Other Stockholder, 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 statements therein not misleading, and will reimburse
PURCHASER and such Holders, Other Stockholders, directors, officers, partners,
legal counsel, and accountants, persons, underwriters, or control persons for
any legal or any other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability, or action,
in each case to the extent, but only to the extent, that such untrue statement
(or alleged untrue statement) or omission (or alleged omission) is made in such
registration statement, prospectus, offering circular or other document in
reliance upon and in conformity with written information furnished to PURCHASER
by such Holder and stated to be specifically for use therein; provided, however,
(i) that the obligations of such Holder hereunder shall not apply to amounts
paid in settlement of any such claims, losses, damages, or liabilities (or
actions in respect thereof) if such settlement is effected without the consent
of such Holder (which consent shall not be unreasonably withheld) and (ii) that
in no event shall any indemnity under this Section 1.6(b) exceed the gross
proceeds from the offering received by such Holder.

                      (c) Each party entitled to indemnification under this
Section 1.6 (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 such
claim or 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 unreasonably be withheld), and the Indemnified Party
may participate in such defense at such party's 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


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Section 1.6, to the extent such failure is not prejudicial. No Indemnifying
Party, in the defense of any such claim or litigation, shall, except with the
consent of each Indemnified Party, consent to entry of any judgment or enter
into any settlement that does not include as an unconditional term thereof the
giving by the claimant or plaintiff of a release to such Indemnified Party from
all liability in respect to such claim or litigation. Each Indemnified Party
shall furnish such 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 defense of such claim and litigation resulting
therefrom.

                      (d) If the indemnification provided for in this Section
1.6 is held by a court of competent jurisdiction to be unavailable to an
Indemnified Party with respect to any loss, liability, claim, damage, or expense
referred to therein, then the Indemnifying Party, in lieu of indemnifying such
Indemnified Party hereunder, shall contribute to the amount paid or payable by
such Indemnified Party as a result of such loss, liability, claim, damage, or
expense in such proportion as is appropriate to reflect the relative fault of
the Indemnifying Party on the one hand and of the Indemnified Party on the other
in connection with the conduct, statements or omissions that resulted in such
loss, liability, claim, damage, or expense as well as any other relevant
equitable considerations. The relative fault of the Indemnifying Party and of
the Indemnified Party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
Indemnifying Party or by the Indemnified Party and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission.

                      (e) Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in the underwriting
agreement entered into by the Indemnifying Party and the Indemnified Party in
connection with the underwritten public offering are in conflict with the
foregoing provisions, the provisions in the underwriting agreement shall
control.

           1.7 INFORMATION BY HOLDER. Each Holder of Registrable Securities
shall furnish to PURCHASER such information regarding such Holder and the
distribution proposed by such Holder as PURCHASER may reasonably request in
writing and as shall be reasonably required in connection with any registration,
qualification, or compliance referred to in this Section 1.

           1.8 RULE 144 REPORTING. With a view to making available the benefits
of certain rules and regulations of the SEC that may permit the sale of the
Restricted Securities to the public without registration, PURCHASER agrees to
use its best efforts to:

                      (a) make and keep adequate public information regarding
PURCHASER 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 PURCHASER under the Securities Act and the Exchange
Act; and


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                      (c) so long as a Holder owns any Restricted Securities,
furnish to the Holder forthwith upon written request a written statement by
PURCHASER as to its compliance with the reporting requirements of Rule 144 and
of the Securities Act and the Exchange Act, a copy of the most recent annual or
quarterly report of PURCHASER, and such other reports and documents so filed as
a Holder may reasonably request in availing itself of any rule or regulation of
the SEC allowing a Holder to sell any such securities without registration.

           1.9 DELAY OF REGISTRATION.

                      (a) Notice to Discontinue. Each Holder agrees by
acquisition of such securities that, upon receipt of any notice from PURCHASER
of any event of the kind described in Section 1.5(c), the Holder will
discontinue disposition of Registrable Securities until the Holder receives
copies of the supplemented or amended prospectus contemplated by Section 1.5(c).
In addition, if PURCHASER requests, the holder will deliver to PURCHASER (at
PURCHASER's expense) all copies, other than permanent file copies then in the
Holder's possession, of the prospectus covering the Registrable Securities
current at the time of receipt of such notice. If PURCHASER gives any such
notice, the time period mentioned in Section 1.3(a)(iii) shall be extended by
the number of days elapsing between the date of notice and the date that each
Holder who has included Registrable Securities in such registration receives the
copies of the supplemented or amended prospectus contemplated in Section 1.5(c).

                      (b) Notice by Holders. Whenever the Holders have requested
that any Registrable Securities be registered pursuant to this Agreement, those
Holders shall notify PURCHASER, at any time when a prospectus relating thereto
is required to be delivered under the Securities Act, of the happening of any
event, which as to any Holder is (i) to its respective knowledge; (ii) solely
within its respective knowledge; and (iii) solely as to matters concerning that
Holder, as a result of which the prospectus included in the registration
statement, then in effect, contains an untrue statement of a material fact or
omits to state any material fact necessary to make the statements therein, in
light of the circumstances then existing, not misleading.

           1.10 ALLOCATION OF REGISTRATION OPPORTUNITIES. In any circumstance in
which all of the Registrable Securities and other shares of PURCHASER with
registration rights (the "Other Shares") requested to be included in a
registration on behalf of the Holders or Other Stockholders cannot be so
included as a result of limitations of the aggregate number of shares of
Registrable Securities and Other Shares that may be so included, the number of
shares of Registrable Securities and Other Shares that may be so included shall
be allocated among the Holders and Other Stockholders requesting inclusion of
shares pro rata on the basis of the number of shares of Registrable Securities
and Other Shares held by such Holders and Other Stockholders; provided, however,
that such allocation shall not operate to reduce the aggregate number of
Registrable Securities and Other Shares to be included in such registration, if
any Holder or Other Stockholder does not request inclusion of the


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maximum number of shares of Registrable Securities and Other Shares allocated to
him pursuant to the above-described procedure, the remaining portion of his
allocation shall be reallocated among those requesting Holders and Other
Stockholders whose allocations did not satisfy their requests pro rata on the
basis of the number of shares of Registrable Securities and Other Shares which
would be held by such Holders and Other Stockholders, assuming conversion, and
this procedure shall be repeated until all of the shares of Registrable
Securities and Other Shares which may be included in the registration on behalf
of the Holders and Other Stockholders have been so allocated.

2.         REPRESENTATIONS AND WARRANTIES OF PURCHASER AND THE SELLERS

           2.1 REPRESENTATIONS AND WARRANTIES OF PURCHASER. PURCHASER represents
and warrants to the Sellers as follows:

                      (a) The execution, delivery and performance of this
Agreement by PURCHASER have been duly authorized by all requisite corporate
action and will not violate any provision of law, any order of any court or
other agency of government, the Articles of Incorporation or Bylaws of
PURCHASER, or any provision of any material indenture, agreement or other
instrument to which it or any of its properties or assets is bound, or conflict
with, result in a breach of or constitute (with due notice or lapse of time or
both) a default under any such material indenture, agreement or other
instrument, or result in the creation or imposition of any lien, charge or
encumbrance of any nature whatsoever upon any of the properties or assets of
PURCHASER.

                      (b) This Agreement has been duly executed and delivered by
PURCHASER and constitutes the legal, valid and binding obligation of PURCHASER,
enforceable against PURCHASER in accordance with its terms, subject to
applicable bankruptcy, insolvency and other similar laws affecting the
enforceability of creditors' rights generally, general equitable principles, the
discretion of courts in granting equitable remedies and public policy
considerations.

           2.2 REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each Seller
(severally and not) represents and warrants to PURCHASER as follows:

                      (a) The execution, delivery and performance of this
Agreement by such Sellers will not violate any provision of law, any order of
any court or any agency or government, or any provision of any material
indenture or agreement or other instrument to which they or any of their
respective properties or assets is bound, or conflict with, result in a breach
of or constitute (with due notice or lapse of time or both) a default under any
such material indenture, agreement or other instrument, or result in the
creation or imposition of any lien, charge, or encumbrance of any nature
whatsoever upon any of the properties or assets of the Sellers except as would
not reasonably be expected to result in a material adverse effect on such
Sellers.


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                      (b) This Agreement has been duly executed and delivered by
such Seller and constitutes the legal, valid and binding obligation of such
Seller, enforceable against such Seller in accordance with its terms, subject to
applicable bankruptcy, insolvency and other similar laws affecting the
enforceability of creditors' rights generally, general equitable principles, the
discretion of courts in granting equitable remedies and public policy
considerations.

3.         MISCELLANEOUS

           3.1 DELAY OF REGISTRATION. No Holder shall have any right to take any
action to restrain, enjoin, or otherwise delay any registration as the result of
any controversy that might arise with respect to the interpretation or
implementation of Section 1 hereof.

           3.2 SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto.

           3.3 ENTIRE AGREEMENT; AMENDMENT; WAIVER. This Agreement constitutes
the full and entire understanding and agreement between the parties with regard
to the subject hereof and thereof. Neither this Agreement nor any term hereof
may be amended, waived, discharged or terminated, except by a written instrument
signed by PURCHASER and the Holders of at least fifty-one percent (51%) of the
Registrable Securities and any such amendment, waiver, discharge or termination
shall be binding on all the Holders, but in no event shall the obligation of any
Holder hereunder be materially increased, except upon the written consent of
such Holder.

           3.4 NOTICES, ETC. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by United States
first-class mail, postage prepaid, or delivered personally by hand or nationally
recognized courier addressed (a) if to a Holder, as indicated in the stock
records of PURCHASER or at such other address as such Holder shall have
furnished to PURCHASER in writing, or (b) if to PURCHASER, at 101 Marietta
Street, Suite 3450, Atlanta, Georgia 30303, or at such other address as
PURCHASER shall have furnished to each Holder in writing, together with a copy
to Rogers & Hardin LLP, 2700 International Tower, 229 Peachtree Street, Atlanta,
Georgia 30303, Attn: Robert C. Hussle, Esq. All such notices and other written
communications shall be effective on the date of mailing or delivery.

           3.5 DELAYS OR OMISSIONS. No delay or omission to exercise any right,
power or remedy accruing to any Holder, upon any breach or default of PURCHASER
under this Agreement shall impair any such right, power or remedy of such Holder
nor shall it be construed to be a waiver of any such breach or default, or an
acquiescence therein, or of or in any similar breach or default thereafter
occurring; nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default therefore or thereafter occurring. Any
waiver, permit, consent or approval of any kind or character on the part of any
Holder of any breach or default under this Agreement or any waiver on the part
of any


                                       11
<PAGE>   12
Holder of any provisions or conditions of this Agreement must be made in writing
and shall be effective only to the extent specifically set forth in such
writing. All remedies, either under this Agreement or by law or otherwise
afforded to any Holder, shall be cumulative and not alternative.

           3.6 RIGHTS; SEVERABILITY. Unless otherwise expressly provided herein,
a Holder's rights hereunder are several rights, not rights jointly held with any
of the other Holders. In case any provision of the Agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

           3.7 INFORMATION CONFIDENTIAL. Each Holder acknowledges that the
information received by them pursuant hereto may be confidential and for its use
only, and it will not use such confidential information in violation of the
Exchange Act or reproduce, disclose or disseminate such information to any other
person (other than its employees or agents having a need to know the contents of
such information, and its attorneys), except in connection with the exercise of
rights under this Agreement, unless PURCHASER has made such information
available to the public generally or such Holder is required to disclose such
information by a governmental body.

           3.8 TITLES AND SUBTITLES. The titles of the paragraphs and
subparagraphs of this Agreement are for convenience of reference only and are
not to be considered in construing this Agreement.

           3.9 COUNTERPARTS. This Agreement may be executed and delivered
(including by facsimile transmission) in any number of counterparts, and by the
different parties hereto in separate counterparts, each of which when executed
and delivered shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.

           3.10 GOVERNING LAW; JURISDICTION. This Agreement shall be governed by
and construed and enforced in accordance with the internal laws of the State of
Georgia without reference to Georgia's choice of law rules and each of the
parties hereto hereby consents to personal jurisdiction in any federal or state
court in the State of Georgia.

                         [Signatures on following page]


                                       12
<PAGE>   13
           IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement or have caused this Agreement to be duly executed on its behalf by an
officer or representative thereto duly authorized, all as of the date first
above written.


                                        BRAINWORKS VENTURES, INC.


                                        By:       /s/ Marc J. Schwartz
                                           -------------------------------------
                                           Its:       Vice President
                                               ---------------------------------


                   [SIGNATURES OF SELLERS ON FOLLOWING PAGES]
<PAGE>   14
                                        SELLER

                                        /s/
                                        ----------------------------------------
                                        Signature

                                        [signed by Sellers listed on Schedule 1]
                                        ----------------------------------------
                                        Printed Name


              [SIGNATURES OF ADDITIONAL SELLERS ON FOLLOWING PAGES]
<PAGE>   15
                                   SCHEDULE 1

Dean W. Andersen
3530 Piedmont Road
10-F
Atlanta, Georgia  30305

Robert H. Cawly
35 Flagg Road
Southborough, MA  01772

John P. Cayce
1598 Asheforde Drive
Marietta, Georgia  30068

Robert DeN. Cope
Woodbourne Farm
644 Monroe Road
Bath, New Hampshire  03740

Mark Peterson
743 High Point Drive
Lake Saint Louis, Missouri  63367

Donald Ratajczak
1681 Lady Marian Lane
Atlanta, Georgia  30309

Kirk K. Reiss
14999 Taylor Road
Alpharetta, Georgia  30004