REGISTRATION RIGHTS AGREEMENT
                          -----------------------------

         This Registration  Rights Agreement is made and entered into as of June
7, 2000 (this  "Agreement"),  by and among  ObjectSoft  Corporation,  a Delaware
corporation  (the  "Company"),  and each of the Purchasers  listed on Schedule A
attached hereto.  Each of the Purchasers listed on Schedule A attached hereto is
referred to herein as a "Purchaser" and are  collectively  referred to herein as
the "Purchasers."

         This  Agreement  is being  entered  into  pursuant to the Common  Stock
Purchase  Agreement,  dated as of the date hereof,  by and among the Company and
the Purchasers (the "Purchase Agreement").

                  The Company and the Purchasers hereby agree as follows:

         1.       Definitions.

                  Capitalized  terms used and not otherwise defined herein shall
have the meanings  given such terms in the Purchase  Agreement.  As used in this
Agreement, the following terms shall have the following meanings:

                  "Advice" shall have the meaning set forth in Section 3(m).

                  "Affiliate"  means,  with  respect  to any  Person,  any other
Person that directly or indirectly  controls or is controlled by or under common
control with such Person.  For the purposes of this definition,  "control," when
used with respect to any Person,  means the possession,  direct or indirect,  of
the power to direct or cause the  direction  of the  management  and policies of
such Person, whether through the ownership of voting securities,  by contract or
otherwise;  and the terms of "affiliated,"  "controlling"  and "controlled" have
meanings correlative to the foregoing.

                  "Blackout  Period" shall have the meaning set forth in Section
3(n).

                  "Board" shall have the meaning set forth in Section 3(n).

                  "Business Day" means any day except  Saturday,  Sunday and any
day which shall be a legal holiday or a day on which banking institutions in the
state  of New  York  generally  are  authorized  or  required  by  law or  other
government actions to close.

                  "Commission" means the Securities and Exchange Commission.

                  "Common  Stock" means the Company's  Common  Stock,  par value
$.0001 per share.

                  "Effectiveness  Date" means with  respect to the  Registration
Statement the 120th day following the Closing Date.

<PAGE>
                  "Effectiveness  Period"  shall have the  meaning  set forth in
Section 2.

                  "Event" shall have the meaning set forth in Section 7(e).

                  "Exchange Act" means the  Securities  Exchange Act of 1934, as
amended.

                  "Filing  Date" means the date the  Registration  Statement  is
filed which date shall be the 45th day following the date the Closing Date.

                  "Holder" or "Holders" means the holder or holders, as the case
may be, from time to time of Registrable Securities including, including without
limitation, the Purchasers and their assignees.

                  "Indemnified  Party"  shall  have  the  meaning  set  forth in
Section 5(c).

                  "Indemnifying  Party"  shall  have the  meaning  set  forth in
Section 5(c).

                  "Liquidated  Damages"  shall  have the  meaning  set  forth in
Section 7(e).

                  "Losses" shall have the meaning set forth in Section 5(a).

                  "Nasdaq" shall mean the Nasdaq SmallCap Market.

                  "Person"  means an individual or a  corporation,  partnership,
trust,  incorporated  or  unincorporated  association,  joint  venture,  limited
liability  company,  joint stock company,  government (or an agency or political
subdivision thereof) or other entity of any kind.

                  "Proceeding" means an action,  claim,  suit,  investigation or
proceeding   (including,   without  limitation,   an  investigation  or  partial
proceeding, such as a deposition), whether commenced or threatened.

                  "Prospectus" means the prospectus included in the Registration
Statement  (including,  without  limitation,  a  prospectus  that  includes  any
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  upon  Rule  430A  promulgated  under  the
Securities Act), as amended or supplemented by any prospectus  supplement,  with
respect  to  the  terms  of  the  offering  of any  portion  of the  Registrable
Securities covered by the Registration  Statement,  and all other amendments and
supplements to the  Prospectus,  including  post-effective  amendments,  and all
material incorporated by reference in such Prospectus.

                  "Registrable  Securities" means (i) the shares of Common Stock
issued  pursuant to the Purchase  Agreement  (the "Common  Shares") and upon any
stock split, stock dividend,  recapitalization  or similar event with respect to
such  Common  Shares,  and (ii) any other  dividend or other  distribution  with
respect  to,  conversion  or  exchange  of, or in  replacement  of,  Registrable
Securities.

                                      -2-
<PAGE>

                  "Registration  Statement" means the registration statement and
any additional  registration statements contemplated by Section 2, including (in
each case) the  Prospectus,  amendments  and  supplements  to such  registration
statement or  Prospectus,  including  pre- and  post-effective  amendments,  all
exhibits   thereto,   and  all  material   incorporated  by  reference  in  such
registration statement.

                  "Rule  144"  means  Rule  144  promulgated  by the  Commission
pursuant to the  Securities  Act, as such Rule may be amended from time to time,
or any similar rule or regulation  hereafter  adopted by the  Commission  having
substantially the same effect as such Rule.

                  "Rule  158"  means  Rule  158  promulgated  by the  Commission
pursuant to the  Securities  Act, as such Rule may be amended from time to time,
or any similar rule or regulation  hereafter  adopted by the  Commission  having
substantially the same effect as such Rule.

                  "Rule  415"  means  Rule  415  promulgated  by the  Commission
pursuant to the  Securities  Act, as such Rule may be amended from time to time,
or any similar rule or regulation  hereafter  adopted by the  Commission  having
substantially the same effect as such Rule.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Special Counsel" means any special counsel to the Holders.

         2.  Registration.  On or prior to the  Filing  Date the  Company  shall
prepare and file with the Commission a "shelf"  Registration  Statement covering
all  Registrable  Securities  for an offering to be made on a  continuous  basis
pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if
the  Company  is not then  eligible  to  register  for  resale  the  Registrable
Securities  on Form S-3,  in which  case such  registration  shall be on another
appropriate form in accordance  herewith).  The Company shall (i) not permit any
securities  other  than the  Registrable  Securities  and  those  securities  on
Schedule 7(c) hereto to be included in the Registration Statement,  (ii) use its
best efforts to cause the Registration  Statement to be declared effective under
the  Securities  Act  (including  filing  with  the  Commission  a  request  for
acceleration of effectiveness in accordance with Rule 12dl-2  promulgated  under
the Exchange  Act within five (5) Business  Days of the date that the Company is
notified  (orally or in writing,  whichever is earlier) by the Commission that a
Registration  Statement  will not be  "reviewed,"  or not be  subject to further
review)  on or prior to the 90th day after the  Closing  Date,  but in any event
prior  to the  Effectiveness  Date,  and to  keep  such  Registration  Statement
continuously  effective  under  the  Securities  Act  until  such date as is the
earlier  of (x)  the  date  when  all  Registrable  Securities  covered  by such
Registration  Statement have been sold or (y) the date on which the  Registrable
Securities  may be sold  without  any  restriction  pursuant  to Rule  144(k) as
determined by the counsel to the Company  pursuant to a written  opinion letter,
addressed to the  Company's  transfer  agent to such effect (the  "Effectiveness
Period").

         3. Registration Procedures.


         In connection with the Company's  registration  obligations  hereunder,
the Company shall:

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<PAGE>

         (a)  Prepare  and file with the  Commission  on or prior to the  Filing
Date,  a  Registration  Statement  on Form  S-3 (or if the  Company  is not then
eligible  to register  for resale the  Registrable  Securities  on Form S-3 such
registration  shall be on another  appropriate  form in accordance  herewith) in
accordance  with the method or methods of  distribution  thereof as specified by
the  Holders  (except  if  otherwise  directed  by the  Holders),  and cause the
Registration  Statement  to become  effective  and remain  effective as provided
herein;  provided,  however,  that not less than five (5) Business Days prior to
the  filing of the  Registration  Statement  or any  related  Prospectus  or any
amendment  or  supplement   thereto   (including  any  document  that  would  be
incorporated therein by reference), the Company shall (i) furnish to the Holders
and any  Special  Counsel,  copies of all such  documents  proposed to be filed,
which documents (other than those  incorporated by reference) will be subject to
the review of such Holders and such Special Counsel,  and (ii) at the request of
any Holder cause its officers and directors,  counsel and independent  certified
public  accountants to respond to such  inquiries as shall be necessary,  in the
reasonable  opinion  of  counsel  to  such  Holders,  to  conduct  a  reasonable
investigation  within the meaning of the  Securities  Act. The Company shall not
file the  Registration  Statement or any such  Prospectus  or any  amendments or
supplements  thereto  to which the  Holders  of a  majority  of the  Registrable
Securities or any Special  Counsel  shall  reasonably  object in writing  within
three (3) Business Days of their receipt thereof.

         (b) (i) Prepare and file with the Commission such amendments, including
post-effective  amendments, to the Registration Statement as may be necessary to
keep the  Registration  Statement  continuously  effective as to the  applicable
Registrable  Securities for the  Effectiveness  Period and prepare and file with
the Commission such additional  Registration Statements in order to register for
resale under the Securities Act all of the  Registrable  Securities;  (ii) cause
the related Prospectus to be amended or supplemented by any required  Prospectus
supplement,  and as so  supplemented or amended to be filed pursuant to Rule 424
(or any similar  provisions then in force) promulgated under the Securities Act;
(iii)  respond  as  promptly  as  possible  to any  comments  received  from the
Commission with respect to the Registration  Statement or any amendment  thereto
and as promptly as possible  provide the Holders true and complete copies of all
correspondence   from  and  to  the  Commission  relating  to  the  Registration
Statement;  and (iv) comply in all material  respects with the provisions of the
Securities  Act and the  Exchange  Act with  respect to the  disposition  of all
Registrable   Securities  covered  by  the  Registration  Statement  during  the
applicable  period in accordance with the intended methods of disposition by the
Holders thereof set forth in the Registration Statement as so amended or in such
Prospectus as so supplemented.

         (c) Notify the  Holders of  Registrable  Securities  to be sold and any
Special  Counsel as promptly as possible (and, in the case of (i)(A) below,  not
less than five (5) Business  Days prior to such filing) and (if requested by any
such  Person)  confirm such notice in writing no later than one (1) Business Day
following  the day (i)(A) when a  Prospectus  or any  Prospectus  supplement  or
post-effective  amendment to the Registration Statement is proposed to be filed;
(B) when the Commission notifies the Company whether there will be a "review" of
such Registration  Statement and whenever the Commission  comments in writing on
such Registration  Statement and (C) with respect to the Registration  Statement
or any post-effective amendment, when the same has become effective; (ii) of any
request by the Commission or any other Federal or state  governmental  authority
for amendments or supplements to the Registration Statement or

                                      -4-
<PAGE>

Prospectus  or  for  additional  information;  (iii)  of  the  issuance  by  the
Commission of any stop order  suspending the  effectiveness  of the Registration
Statement covering any or all of the Registrable Securities or the initiation of
any Proceedings for that purpose; (iv) if at any time any of the representations
and  warranties of the Company  contained in any agreement  contemplated  hereby
ceases to be true and correct in all  material  respects;  (v) of the receipt by
the  Company  of  any  notification  with  respect  to  the  suspension  of  the
qualification  or  exemption  from  qualification  of  any  of  the  Registrable
Securities for sale in any jurisdiction, or the initiation or threatening of any
Proceeding for such purpose;  and (vi) of the occurrence of any event that makes
any statement made in the  Registration  Statement or Prospectus or any document
incorporated  or deemed to be  incorporated  therein by reference  untrue in any
material respect or that requires any revisions to the  Registration  Statement,
Prospectus or other documents so that, in the case of the Registration Statement
or the Prospectus,  as the case may be, it will not contain any untrue statement
of a material  fact or omit to state any  material  fact  required  to be stated
therein  or  necessary  to make  the  statements  therein,  in the  light of the
circumstances under which they were made, not misleading.

         The Company shall promptly furnish to Special Counsel,  without charge,
(i) any  correspondence  from the  Commission or the  Commission's  staff to the
Company or its representatives  relating to any Registration  Statement and (ii)
promptly after the same is prepared and filed with the Commission, a copy of any
written response to the correspondence received from the Commission.

         (d) Use its best  efforts  to avoid the  issuance  of,  or, if  issued,
obtain the withdrawal  of, (i) any order  suspending  the  effectiveness  of the
Registration Statement or (ii) any suspension of the qualification (or exemption
from  qualification)  of any of  the  Registrable  Securities  for  sale  in any
jurisdiction, at the earliest practicable moment.

         (e) If  requested  by the  Holders of a  majority  in  interest  of the
Registrable  Securities,  (i) promptly incorporate in a Prospectus supplement or
post-effective  amendment to the Registration  Statement such information as the
Company  reasonably agrees should be included therein and (ii) make all required
filings of such Prospectus  supplement or such post-effective  amendment as soon
as practicable after the Company has received  notification of the matters to be
incorporated in such Prospectus supplement or post-effective amendment.

         (f) Furnish to each Holder and any Special Counsel,  without charge, at
least one  conformed  copy of each  Registration  Statement  and each  amendment
thereto,   including   financial   statements  and   schedules,   all  documents
incorporated or deemed to be incorporated therein by reference, and all exhibits
to the extent requested by such Person (including those previously  furnished or
incorporated by reference)  promptly after the filing of such documents with the
Commission.

         (g) Promptly  deliver to each Holder and any Special  Counsel,  without
charge, as many copies of the Registration Statement, Prospectus or Prospectuses
(including each form of prospectus) and each amendment or supplement  thereto as
such Persons may reasonably request;  and the Company hereby consents to the use
of such  Prospectus  and each  amendment  or

                                      -5-
<PAGE>

supplement  thereto  by each of the  selling  Holders  in  connection  with  the
offering and sale of the Registrable  Securities  covered by such Prospectus and
any amendment or supplement thereto.

         (h) Prior to any public  offering of  Registrable  Securities,  use its
best  efforts to register or qualify or cooperate  with the selling  Holders and
any Special Counsel in connection with the  registration  or  qualification  (or
exemption  from  such   registration  or   qualification)  of  such  Registrable
Securities  for offer and sale  under  the  securities  or Blue Sky laws of such
jurisdictions  within the United  States as any Holder  requests in writing,  to
keep each such registration or qualification (or exemption  therefrom) effective
during  the  Effectiveness  Period  and to do any and all  other  acts or things
necessary or advisable to enable the  disposition in such  jurisdictions  of the
Registrable Securities covered by a Registration Statement;  provided,  however,
that the Company  shall not be required to qualify  generally  to do business in
any  jurisdiction  where it is not then so  qualified or to take any action that
would subject it to general service of process in any such jurisdiction where it
is not then so subject or subject  the Company to any  material  tax in any such
jurisdiction where it is not then so subject.

         (i) Cooperate with the Holders to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold pursuant
to a Registration Statement, which certificates shall be free of all restrictive
legends,  and to enable such Registrable  Securities to be in such denominations
and registered in such names as any Holder may request at least two (2) Business
Days prior to any sale of Registrable Securities.

         (j) Upon the occurrence of any event  contemplated by Section 3(c)(vi),
as  promptly  as  possible,  prepare a  supplement  or  amendment,  including  a
post-effective  amendment,  to the Registration Statement or a supplement to the
related  Prospectus or any document  incorporated  or deemed to be  incorporated
therein  by  reference,  and file  any  other  required  document  so  that,  as
thereafter  delivered,  neither the  Registration  Statement nor such Prospectus
will contain an untrue  statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements  therein,
in the light of the circumstances under which they were made, not misleading.

         (k) Use its best efforts to cause all Registrable  Securities  relating
to such  Registration  Statement to be listed on Nasdaq and any other securities
exchange,  quotation system, market or over-the-counter  bulletin board, if any,
on which  similar  securities  issued by the Company are then listed as and when
required pursuant to the Purchase Agreement.

         (l)  Comply in all  material  respects  with all  applicable  rules and
regulations  of the  Commission  and make  generally  available  to its security
holders  earning  statements  satisfying  the provisions of Section 11(a) of the
Securities Act and Rule 158 not later than forty-five (45) days after the end of
any twelve  (12)-month  period (or ninety  (90) days after the end of any twelve
(12)-month  period if such period is a fiscal year)  commencing on the first day
of the first  fiscal  quarter of the  Company  after the  effective  date of the
Registration  Statement,  which statement  shall conform to the  requirements of
Rule 158.

         (m) Require each selling  Holder to furnish to the Company  information
regarding such Holder and the distribution of such Registrable  Securities as is
required by law to

                                      -6-
<PAGE>

be disclosed  in the  Registration  Statement,  and the Company may exclude from
such  registration  the  Registrable  Securities of any such Holder who fails to
furnish such  information  within a reasonable  time prior to the filing of each
Registration  Statement,  supplemented  Prospectus  and/or amended  Registration
Statement.

         If the Registration Statement refers to any Holder by name or otherwise
as the holder of any securities of the Company,  then such Holder shall have the
right to require (if such  reference  to such Holder by name or otherwise is not
required by the Securities Act or any similar federal statute then in force) the
deletion of the  reference to such Holder in any  amendment or supplement to the
Registration  Statement  filed or  prepared  subsequent  to the time  that  such
reference ceases to be required.

         Each  Holder  covenants  and  agrees  that  (i) it will  not  sell  any
Registrable  Securities under the  Registration  Statement until it has received
copies of the  Prospectus as then amended or  supplemented  as  contemplated  in
Section 3(g) and notice from the Company that such  Registration  Statement  and
any  post-effective  amendments thereto have become effective as contemplated by
Section 3(c) and (ii) it and its officers, directors or Affiliates, if any, will
comply  with the  prospectus  delivery  requirements  of the  Securities  Act as
applicable to them in connection with sales of Registrable  Securities  pursuant
to the Registration Statement.

         Each Holder agrees by its  acquisition of such  Registrable  Securities
that,  upon receipt of a notice from the Company of the  occurrence of any event
of the kind  described  in Section  3(c)(ii),  3(c)(iii),  3(c)(iv),  3(c)(v) or
3(c)(vi), such Holder will forthwith discontinue disposition of such Registrable
Securities under the  Registration  Statement until such Holder's receipt of the
copies of the  supplemented  Prospectus  and/or amended  Registration  Statement
contemplated  by Section 3(j), or until it is advised in writing (the  "Advice")
by the Company that the use of the applicable Prospectus may be resumed, and, in
either case, has received copies of any additional or supplemental  filings that
are incorporated or deemed to be incorporated by reference in such Prospectus or
Registration Statement.

         (n) If (i)  there is  material  non-public  information  regarding  the
Company  which  the  Company's  Board  of  Directors  (the  "Board")  reasonably
determines  not to be in the  Company's  best interest to disclose and which the
Company is not  otherwise  required to disclose,  or (ii) there is a significant
business  opportunity  (including,  but  not  limited  to,  the  acquisition  or
disposition  of assets  (other than in the  ordinary  course of business) or any
merger,  consolidation,  tender offer or other similar transaction) available to
the Company  which the Board  reasonably  determines  not to be in the Company's
best  interest to disclose  and which the Company  would be required to disclose
under the Registration Statement,  then the Company may suspend effectiveness of
a registration  statement and suspend the sale of Registrable Securities under a
Registration  Statement for a period not to exceed twenty (20) consecutive days,
provided that the Company may not suspend its obligation under this Section 3(n)
for more than forty-five (45) days in the aggregate during any twelve (12) month
period (each, a "Blackout Period");  provided,  however, that no such suspension
shall be permitted for consecutive  twenty (20) day periods,  arising out of the
same set of facts, circumstances or transactions.

                                      -7-
<PAGE>

         (o) Within two (2) business days after the Registration Statement which
includes the Registrable Securities is ordered effective by the Commission,  the
Company shall deliver, and shall cause legal counsel for the Company to deliver,
to the  transfer  agent  for such  Registrable  Securities  (with  copies to the
Holders  whose   Registrable   Securities  are  included  in  such  Registration
Statement)  confirmation  that the  Registration  Statement  has  been  declared
effective by the Commission in the form attached hereto as Exhibit A.

         4. Registration Expenses

         All fees and expenses incident to the performance of or compliance with
this  Agreement by the Company shall be borne by the Company  whether or not the
Registration  Statement  is filed or becomes  effective  and  whether or not any
Registrable Securities are sold pursuant to the Registration Statement. The fees
and  expenses  referred to in the  foregoing  sentence  shall  include,  without
limitation  the  following:  (i) all  registration  and filing fees  (including,
without limitation, fees and expenses (A) with respect to filings required to be
made with the  Nasdaq  and each  other  securities  exchange  or market on which
Registrable  Securities are required hereunder to be listed, (B) with respect to
filings  required to be made with the  Commission,  and (C) in  compliance  with
state  securities  or Blue Sky laws  (including,  without  limitation,  fees and
disbursements   of  counsel  for  the  Holders  in  connection   with  Blue  Sky
qualifications   of  the  Registrable   Securities  and   determination  of  the
eligibility of the Registrable  Securities for investment under the laws of such
jurisdictions  as the  Holders  of a  majority  of  Registrable  Securities  may
designate)), (ii) printing expenses (including, without limitation,  expenses of
printing certificates for Registrable Securities and of printing prospectuses if
the  printing of  prospectuses  is requested by the holders of a majority of the
Registrable Securities included in the Registration Statement), (iii) messenger,
telephone and delivery expenses,  (iv) fees and disbursements of counsel for the
Company, (v) Securities Act liability insurance,  if the Company so desires such
insurance,  and (vi) fees and  expenses  of all other  Persons  retained  by the
Company in connection with the consummation of the transactions  contemplated by
this Agreement,  including, without limitation, the Company's independent public
accountants  (including the expenses of any comfort letters or costs  associated
with the  delivery by  independent  public  accountants  of a comfort  letter or
comfort letters).  In addition,  the Company shall be responsible for all of its
internal   expenses   incurred  in  connection  with  the  consummation  of  the
transactions contemplated by this Agreement (including,  without limitation, all
salaries  and  expenses  of its  officers  and  employees  performing  legal  or
accounting  duties),  the  expense of any annual  audit,  the fees and  expenses
incurred in  connection  with the listing of the  Registrable  Securities on any
securities exchange as required hereunder.

         5. Indemnification

         (a) Indemnification by the Company. The Company shall,  notwithstanding
any termination of this Agreement,  indemnify and hold harmless each Holder, the
officers,  directors,  agents,  brokers  (including  brokers  who offer and sell
Registrable  Securities  as  principal as a result of a pledge or any failure to
perform under a margin call of Common Stock),  investment advisors and employees
of each of them, each Person who controls any such Holder (within the meaning of
Section 15 of the  Securities  Act or Section  20 of the  Exchange  Act) and the
officers,  directors,  agents and employees of each such controlling Person, and
the respective

                                      -8-
<PAGE>

successors,  assigns,  estate  and  personal  representatives  of  each  of  the
foregoing,  to the fullest extent  permitted by applicable law, from and against
any and all claims, losses, damages,  liabilities,  penalties,  judgments, costs
(including, without limitation, costs of investigation) and expenses (including,
without limitation,  attorneys' fees and expenses) (collectively,  "Losses"), as
incurred,  arising out of or relating to any untrue or alleged untrue  statement
of a material fact contained in the  Registration  Statement,  any Prospectus or
any form of  prospectus  or in any  amendment  or  supplement  thereto or in any
preliminary prospectus, or arising out of or relating to any omission or alleged
omission of a material fact  required to be stated  therein or necessary to make
the  statements  therein (in the case of any Prospectus or form of prospectus or
supplement  thereto,  in the light of the  circumstances  under  which they were
made) not misleading,  except to the extent,  but only to the extent,  that such
untrue statements or omissions are based solely upon information  regarding such
Holder  furnished  in writing to the  Company by such Holder  expressly  for use
therein,  which  information  was  reasonably  relied on by the  Company for use
therein or to the extent  that such  information  relates to such Holder or such
Holder's  proposed  method of  distribution  of  Registrable  Securities and was
reviewed and expressly  approved in writing by such Holder  expressly for use in
the Registration Statement, such Prospectus or such form of Prospectus or in any
amendment or supplement  thereto.  The Company shall notify the Holders promptly
of the  institution,  threat or assertion of any Proceeding of which the Company
is aware in connection  with the  transactions  contemplated  by this Agreement.
Such  indemnity  shall  remain  in  full  force  and  effect  regardless  of any
investigation  made by or on  behalf of an  Indemnified  Party  (as  defined  in
Section  5(c)  hereof)  and  shall  survive  the  transfer  of  the  Registrable
Securities by the Holders.

         (b)  Indemnification by Holders.  Each Holder shall,  severally and not
jointly,  indemnify  and hold  harmless the Company,  the  directors,  officers,
agents and employees,  each Person who controls the Company  (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors,  officers,  agents or employees of such controlling  Persons, and the
respective successors,  assigns, estate and personal  representatives of each of
the  foregoing,  to the fullest  extent  permitted by  applicable  law, from and
against all Losses, as incurred,  arising solely out of or based solely upon any
untrue statement of a material fact contained in the Registration Statement, any
Prospectus,  or any form of prospectus, or arising solely out of or based solely
upon any omission of a material fact required to be stated  therein or necessary
to make  the  statements  therein  (in the  case  of any  Prospectus  or form of
prospectus or supplement  thereto, in the light of the circumstances under which
they were made) not misleading, to the extent, but only to the extent, that such
untrue  statement or omission is contained in or omitted from any information so
furnished in writing by such Holder to the Company specifically for inclusion in
the  Registration  Statement or such  Prospectus and that such  information  was
reasonably  relied upon by the Company  for use in the  Registration  Statement,
such  Prospectus  or  such  form  of  prospectus  or to  the  extent  that  such
information  relates  to  such  Holder  or  such  Holder's  proposed  method  of
distribution of Registrable  Securities and was reviewed and expressly  approved
in writing by such Holder expressly for use in the Registration Statement,  such
Prospectus or such form of Prospectus  Supplement.  Notwithstanding  anything to
the contrary  contained  herein,  each Holder shall be liable under this Section
5(b) for only that amount as does not exceed the net  proceeds to such Holder as
a result of the sale of  Registrable  Securities  pursuant to such  Registration
Statement.

                                      -9-
<PAGE>

         (c) Conduct of Indemnification  Proceedings. If any Proceeding shall be
brought or asserted  against  any Person  entitled to  indemnity  hereunder  (an
"Indemnified  Party"),  such Indemnified  Party promptly shall notify the Person
from whom  indemnity  is sought (the  "Indemnifying  Party) in writing,  and the
Indemnifying Party shall assume the defense thereof, including the employment of
counsel reasonably  satisfactory to the Indemnified Party and the payment of all
fees and expenses  incurred in connection with defense thereof;  provided,  that
the failure of any  Indemnified  Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
except (and only) to the extent that it shall be finally  determined  by a court
of  competent  jurisdiction  (which  determination  is not  subject to appeal or
further  review)  that  such  failure  shall  have  proximately  and  materially
adversely prejudiced the Indemnifying Party.

         An Indemnified Party shall have the right to employ separate counsel in
any such Proceeding and to participate in the defense thereof,  but the fees and
expenses of such counsel  shall be at the expense of such  Indemnified  Party or
Parties  unless:  (1) the  Indemnifying  Party has agreed in writing to pay such
fees and expenses;  or (2) the Indemnifying  Party shall have failed promptly to
assume  the  defense  of  such  Proceeding  and  to  employ  counsel  reasonably
satisfactory to such Indemnified Party in any such Proceeding;  or (3) the named
parties to any such Proceeding  (including any impleaded  parties)  include both
such Indemnified  Party and the Indemnifying  Party, and such Indemnified  Party
shall have been  advised by counsel  that a conflict  of  interest  is likely to
exist if the same  counsel  were to  represent  such  Indemnified  Party and the
Indemnifying  Party (in which  case,  if such  Indemnified  Party  notifies  the
Indemnifying  Party in writing that it elects to employ separate  counsel at the
expense of the Indemnifying  Party,  the  Indemnifying  Party shall not have the
right to assume the defense  thereof and such counsel shall be at the expense of
the  Indemnifying  Party).  The  Indemnifying  Party shall not be liable for any
settlement of any such Proceeding  effected without its written  consent,  which
consent shall not be unreasonably withheld. No Indemnifying Party shall, without
the prior written consent of the Indemnified Party, effect any settlement of any
pending Proceeding in respect of which any Indemnified Party is a party,  unless
such settlement includes an unconditional release of such Indemnified Party from
all liability on claims that are the subject matter of such Proceeding.

         All fees and expenses of the Indemnified  Party  (including  reasonable
fees and expenses to the extent  incurred in connection  with  investigating  or
preparing  to defend  such  Proceeding  in a manner not  inconsistent  with this
Section) shall be paid to the Indemnified  Party,  as incurred,  within ten (10)
Business Days of written notice thereof to the Indemnifying Party (regardless of
whether it is ultimately determined that an Indemnified Party is not entitled to
indemnification  hereunder;  provided,  that the Indemnifying  Party may require
such  Indemnified  Party to undertake to reimburse all such fees and expenses to
the extent it is finally  judicially  determined that such Indemnified  Party is
not entitled to indemnification hereunder).

         (d) Contribution.  If a claim for indemnification under Section 5(a) or
5(b) is unavailable to an Indemnified Party because of a failure or refusal of a
governmental  authority to enforce such  indemnification  in accordance with its
terms (by reason of public policy or otherwise),  then each 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,  in

                                      -10-
<PAGE>

such  proportion  as is  appropriate  to  reflect  the  relative  fault  of  the
Indemnifying  Party  and  Indemnified  Party in  connection  with  the  actions,
statements  or  omissions  that  resulted  in such  Losses  as well as any other
relevant equitable considerations. The relative fault of such Indemnifying Party
and  Indemnified  Party shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged  omission of a material fact, has been
taken or made by, or relates to  information  supplied  by,  such  Indemnifying,
Party or Indemnified Party, and the parties' relative intent, knowledge,  access
to information and  opportunity to correct or prevent such action,  statement or
omission.  The amount paid or payable by a party as a result of any Losses shall
be deemed to include,  subject to the limitations set forth in Section 5(c), any
reasonable  attorneys'  or other  reasonable  fees or expenses  incurred by such
party in connection with any Proceeding to the extent such party would have been
indemnified  for such fees or expenses if the  indemnification  provided  for in
this  Section  was  available  to such  party  in  accordance  with  its  terms.
Notwithstanding  anything to the contrary  contained herein, the Holder shall be
liable or required to contribute under this Section 5(c) for only that amount as
does not  exceed  the net  proceeds  to such  Holder  as a result of the sale of
Registrable Securities pursuant to such Registration Statement.

         The parties  hereto  agree that it would not be just and  equitable  if
contribution  pursuant  to  this  Section  5(d)  were  determined  by  pro  rata
allocation or by any other method of allocation  that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
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.

         The indemnity and contribution agreements contained in this Section are
in  addition  to any  liability  that the  Indemnifying  Parties may have to the
Indemnified Parties

         6. Rule 144.


         As long as any Holder owns Common  Shares,  the  Company  covenants  to
timely  file (or  obtain  extensions  in  respect  thereof  and file  within the
applicable  grace period) all reports  required to be filed by the Company after
the date hereof  pursuant to Section  13(a) or 15(d) of the  Exchange Act and to
promptly  furnish the Holders with true and complete copies of all such filings.
As long as any Holder owns Common Shares, if the Company is not required to file
reports  pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare
and furnish to the Holders and make publicly  available in accordance  with Rule
144(c)  promulgated  under the  Securities  Act annual and  quarterly  financial
statements, together with a discussion and analysis of such financial statements
in form and  substance  substantially  similar to those that would  otherwise be
required  to be included  in reports  required by Section  13(a) or 15(d) of the
Exchange Act, as well as any other  information  required  thereby,  in the time
period that such  filings  would have been  required to have been made under the
Exchange  Act.  The Company  further  covenants  that it will take such  further
action as any Holder may  reasonably  request,  all to the extent  required from
time to time to enable such Person to sell Common  Shares  without  registration
under the Securities  Act within the  limitation of the  exemptions  provided by
Rule 144  promulgated  under the Securities Act,  including  providing any legal
opinions of counsel to

                                      -11-
<PAGE>

the  Company  referred  to in the  Purchase  Agreement.  Upon the request of any
Holder,  the Company shall deliver to such Holder a written  certification  of a
duly authorized officer as to whether it has complied with such requirements.

         7. Miscellaneous.

         (a)  Remedies.  In the event of a breach by the Company or by a Holder,
of any of their obligations under this Agreement, each Holder or the Company, as
the case may be, in addition to being entitled to exercise all rights granted by
law and under this Agreement, including recovery of damages, will be entitled to
specific  performance of its rights under this  Agreement.  The Company and each
Holder agree that monetary damages would not provide  adequate  compensation for
any losses incurred by reason of a breach by it of any of the provisions of this
Agreement  and  hereby  further  agrees  that,  in the event of any  action  for
specific  performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.

         (b) No  Inconsistent  Agreements.  Neither  the  Company nor any of its
subsidiaries  has, as of the date hereof  entered into and  currently in effect,
nor shall the Company or any of its  subsidiaries,  on or after the date of this
Agreement,  enter into any  agreement  with  respect to its  securities  that is
inconsistent  with the  rights  granted  to the  Holders  in this  Agreement  or
otherwise  conflicts with the provisions hereof.  Neither the Company nor any of
its subsidiaries has previously  entered into any agreement  currently in effect
granting any  registration  rights with respect to any of its  securities to any
Person,  except as set forth on  Schedule  7(c)  hereto.  Without  limiting  the
generality  of the  foregoing,  without the written  consent of the Holders of a
majority of the then outstanding Registrable  Securities,  the Company shall not
hereinafter grant to any Person the right to request the Company to register any
securities of the Company under the Securities Act unless the rights so granted,
and are not otherwise in conflict with the provisions of this Agreement.

         (c) [Intentionally Omitted]

         (d)  Piggy-Back  Registrations.  If at any  time  when  there is not an
effective  Registration  Statement covering the Common Shares, the Company shall
determine  to prepare  and file with the  Commission  a  registration  statement
relating to an offering  for its own account or the account of others  under the
Securities Act of any of its equity  securities,  other than on Form S-4 or Form
S-8 (each as  promulgated  under  the  Securities  Act) or its then  equivalents
relating  to equity  securities  to be  issued  solely  in  connection  with any
acquisition  of  any  entity  or  business  or  equity  securities  issuable  in
connection with stock option or other employee  benefit plans, the Company shall
send  to  each  holder  of  Registrable   Securities   written  notice  of  such
determination  and, if within thirty (30) days after receipt of such notice, any
such  holder  shall so request in  writing  (which  request  shall  specify  the
Registrable  Securities intended to be disposed of by the Holders),  the Company
will  cause  the  registration  under  the  Securities  Act of  all  Registrable
Securities which the Company has been so requested to register by the holder, to
the extent requisite to permit the disposition of the Registrable  Securities so
to be  registered,  provided that if at any time after giving  written notice of
its intention to register any  securities and prior to the effective date of the
registration  statement filed in connection with such

                                      -12-
<PAGE>

registration,  the Company shall  determine for any reason not to register or to
delay  registration of such securities,  the Company may, at its election,  give
written notice of such determination to such holder and,  thereupon,  (i) in the
case of a determination not to register,  shall be relieved of its obligation to
register any Registrable  Securities in connection with such  registration  (but
not from its  obligation to pay expenses in  accordance  with Section 4 hereof),
and (ii) in the case of a determination to delay registering, shall be permitted
to delay  registering any Registrable  Securities being  registered  pursuant to
this  Section  7(d) for the same period as the delay in  registering  such other
securities.  The Company shall include in such registration statement all or any
part of such  Registrable  Securities  such holder  requests  to be  registered;
provided,  however,  that the Company  shall not be  required  to  register  any
Registrable  Securities pursuant to this Section 7(d) that are eligible for sale
pursuant to Rule 144(k) of the  Securities  Act. In the case of an  underwritten
public  offering,  if  the  managing  underwriter(s)  or  underwriter(s)  should
reasonably  object  to the  inclusion  of the  Registrable  Securities  in  such
registration statement, then if the Company after consultation with the managing
underwriter  should reasonably  determine that the inclusion of such Registrable
Securities would materially  adversely affect the offering  contemplated in such
registration statement,  and based on such determination recommends inclusion in
such  registration  statement of fewer or none of the Registrable  Securities of
the  Holders,  then (x) the  number of  Registrable  Securities  of the  Holders
included in such  registration  statement  shall be reduced  pro-rata among such
Holders  (based  upon the  number  of  Registrable  Securities  requested  to be
included  in the  registration),  if the  Company  after  consultation  with the
underwriter(s)  recommends the inclusion of fewer Registrable Securities, or (y)
none of the  Registrable  Securities  of the  Holders  shall be included in such
registration   statement,   if  the   Company   after   consultation   with  the
underwriter(s)  recommends the inclusion of none of such Registrable Securities;
provided, however, that if securities are being offered for the account of other
persons or entities as well as the Company, such reduction shall not represent a
greater fraction of the number of Registrable  Securities intended to be offered
by the Holders  than the  fraction of similar  reductions  imposed on such other
persons or entities (other than the Company).

         (e)  Failure  to File  Registration  Statement  and Other  Events.  The
Company  and the  Holders  agree that the  Holders  will  suffer  damages if the
Registration  Statement  is not  filed on or prior  to the  Filing  Date and not
declared  effective by the Commission on or prior to the Effectiveness  Date and
maintained in the manner contemplated herein during the Effectiveness  Period or
if certain other events occur. The Company and the Holders further agree that it
would not be feasible to ascertain  the extent of such  damages with  precision.
Accordingly,  if (i) the Registration  Statement is not filed on or prior to the
Filing Date, or is not declared  effective by the  Commission on or prior to the
Effectiveness  Date,  or (ii)  the  Registration  Statement  is  filed  with and
declared effective by the Commission but thereafter ceases to be effective as to
all  Registrable  Securities  at  any  time  prior  to  the  expiration  of  the
Effectiveness  Period,  without  being  succeeded  immediately  by a  subsequent
Registration  Statement filed with and declared effective by the Commission,  or
(iii)  trading in the Common  Stock shall be  suspended  for more than three (3)
business days in the aggregate, or (iv) the Company has breached Section 3(n) of
this Agreement  (any such failure being referred to as an "Event"),  the Company
shall pay as  liquidated  damages  for such  failure  and not as a penalty  (the
"Liquidated Damages") to each Holder an amount equal to one percent (1%) of such
Holder's pro rata share of the purchase price paid by all Holders for all shares
of  Common  Shares

                                      -13-
<PAGE>

purchased  and then  outstanding  pursuant  to the  Purchase  Agreement  for the
initial thirty (30) day period  following the Event until the  applicable  Event
has been cured,  which amount shall be pro rated for any period less than thirty
(30) days,  and two percent (2%) of such Holder's pro rata share of the purchase
price paid by all Holders  for all shares of Common  Shares  purchased  and then
outstanding  pursuant to the Purchase  Agreement for each thirty (30) day period
thereafter until the applicable  Event has been cured,  which shall be pro rated
for any period less than thirty (30) days (the "Periodic  Amount").  Payments to
be made  pursuant to this Section 7(e) shall be due and payable at the option of
the Holders  immediately  upon demand,  which demand must be made within  ninety
(90) days  after the  applicable  Event,  in cash.  The  parties  agree that the
Periodic Amount represents a reasonable  estimate on the part of the parties, as
of the date of this Agreement,  of the amount of damages that may be incurred by
the Holders if the Registration Statement is not filed on or prior to the Filing
Date or has not been  declared  effective by the  Commission  on or prior to the
Effectiveness Date and maintained in the manner  contemplated  herein during the
Effectiveness Period or if any other Event as described herein has occurred.

         (f) Specific Enforcement, Consent to Jurisdiction.


         (i) The Company and the Holders  acknowledge and agree that irreparable
damage would occur in the event that any of the provisions of this  Registration
Rights Agreement or the Purchase 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 Registration Rights Agreement or the Purchase
Agreement  and to  enforce  specifically  the  terms  and  provisions  hereof or
thereof,  this being in addition to any other remedy to which any of them may be
entitled by law or equity.

         (ii) Each of the  Company  and the  Purchasers  (i) hereby  irrevocably
submits to the jurisdiction of the United States District Court for the Southern
District of New York and the courts of the State of New York located in New York
county for the  purposes  of any suit,  action or  proceeding  arising out of or
relating to this Agreement or the Purchase 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.  Each of the  Company  and the
Purchasers  consents  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
Section  7(f)  shall  affect or limit any  right to serve  process  in any other
manner permitted by law.

         (g) Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence,  may not be amended,  modified or supplemented,
and waivers or  consents to  departures  from the  provisions  hereof may not be
given, unless the same shall be in writing and signed by the Company and each of
the Holders.  Notwithstanding the foregoing,  a waiver or consent to depart from
the  provisions  hereof may be given by  Holders  of at least a majority  of the
Registrable  Securities  to which  such  waiver or  consent  relates;  provided,

                                      -14-
<PAGE>

however,  that the provisions of this sentence may not be amended,  modified, or
supplemented  except  in  accordance  with  the  provisions  of the  immediately
preceding sentence.

         (h) Notices.  Any and all notices or other communications or deliveries
required or permitted to be provided  hereunder shall be in writing and shall be
deemed given and  effective on the earlier of (i) the date of  transmission,  if
such  notice or  communication  is  delivered  via  facsimile  at the  facsimile
telephone number specified for notice prior to 5:00 p.m., eastern standard time,
on a Business Day, (ii) the Business Day after the date of transmission, if such
notice or  communication  is delivered via facsimile at the facsimile  telephone
number specified for notice later than 5:00 p.m.,  eastern standard time, on any
date and earlier than 11:59 p.m., eastern time, on such date, (iii) the Business
Day following the date of mailing,  if sent by nationally  recognized  overnight
courier  service  or (iv)  actual  receipt  by the party to whom such  notice is
required  to be  given.  The  addresses  for such  communications  shall be with
respect to each  Holder at its  address  set forth  under its name on Schedule A
attached hereto, or with respect to the Company, addressed to:

                  ObjectSoft Corporation
                  Continental Plaza III
                  433 Hackensack Avenue
                  Hackensack, NJ  07601
                  Attention: David E.Y. Sarna
                  Facsimile no.: (201) 270-5071

or to such other address or addresses or facsimile number or numbers as any such
party may most recently have  designated in writing to the other parties  hereto
by such notice.  Copies of notices to any Holder shall be sent to the  addresses
listed on Schedule A attached  hereto,  if applicable.  Copies of notices to the
Company shall be sent to Parker Chapin LLP, The Chrysler Building, 405 Lexington
Avenue, New York, New York 10174,  Attention:  Melvin Weinberg,  Esq., Facsimile
no.: (212) 704-6288.

         (i)  Successors and Assigns.  This Agreement  shall be binding upon and
inure to the benefit of the parties and their  successors and permitted  assigns
and shall inure to the benefit of each Holder and its  successors  and  assigns.
The Company may not assign this  Agreement  or any of its rights or  obligations
hereunder  without the prior written consent of each Holder.  Each Purchaser may
assign its rights  hereunder in the manner and to the Persons as permitted under
the Purchase Agreement.

         (j)  Assignment  of  Registration  Rights.  The  rights of each  Holder
hereunder,  including  the  right  to  have  the  Company  register  for  resale
Registrable Securities in accordance with the terms of this Agreement,  shall be
automatically  assignable by each Holder to any transferee of such Holder of all
or a portion of the shares of  Registrable  Securities if: (i) the Holder agrees
in writing with the transferee or assignee to assign such rights,  and a copy of
such agreement is furnished to the Company  within a reasonable  time after such
assignment, (ii) the Company is, within a reasonable time after such transfer or
assignment,  furnished  with written  notice of (a) the name and address of such
transferee  or  assignee,  and (b) the  securities  with  respect  to which such
registration  rights are being  transferred  or assigned,  (iii)  following such


                                      -15-
<PAGE>

transfer  or  assignment  the  further  disposition  of such  securities  by the
transferee or assignees is restricted  under the  Securities  Act and applicable
state  securities  laws,  (iv) at or before the time the  Company  receives  the
written notice  contemplated  by clause (ii) of this Section,  the transferee or
assignee agrees in writing with the Company to be bound by all of the provisions
of this  Agreement  and the Purchase  Agreement,  including any transfer or sale
restrictions,  and (v) such transfer shall have been made in accordance with the
applicable  requirements  of the Purchase  Agreement.  In addition,  each Holder
shall have the right to assign its rights hereunder to any other Person with the
prior written  consent of the Company,  which consent shall not be  unreasonably
withheld.  The  rights  to  assignment  shall  apply  to  the  Holders  (and  to
subsequent) successors and assigns.

         (k)  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts,  each of which when so executed  shall be deemed to be an original
and, all of which taken together shall constitute one and the same Agreement. In
the event that any  signature  is  delivered  by  facsimile  transmission,  such
signature shall create a valid binding  obligation of the party executing (or on
whose behalf such signature is executed) the same with the same force and effect
as if such facsimile signature were the original thereof.

         (l) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York,  without regard to principles
of  conflicts  of law  thereof.  This  Agreement  shall  not be  interpreted  or
construed  with any  presumption  against the party causing this Agreement to be
drafted.

         (m) Cumulative  Remedies.  The remedies  provided herein are cumulative
and not exclusive of any remedies provided by law.

         (n) Severability.  If any term,  provision,  covenant or restriction of
this  Agreement is held to be invalid,  illegal,  void or  unenforceable  in any
respect, the remainder of the terms, provisions,  covenants and restrictions set
forth  herein  shall  remain  in full  force and  effect  and shall in no way be
affected,  impaired  or  invalidated,  and the  parties  hereto  shall use their
reasonable  efforts to find and employ an alternative  means to achieve the same
or substantially the same result as that  contemplated by such term,  provision,
covenant  or  restriction.  It is  hereby  stipulated  and  declared  to be  the
intention of the parties  that they would have  executed  the  remaining  terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

         (o)  Headings.  The headings  herein are for  convenience  only, do not
constitute a part of this  Agreement  and shall not be deemed to limit or affect
any of the provisions hereof.

         (p) Shares Held by the Company and its Affiliates. Whenever the consent
or approval of Holders of a specified  percentage of  Registrable  Securities is
required hereunder, Registrable Securities held by the Company or its Affiliates
(other than any Holder or transferees  or successors or assigns  thereof if such
Holder is deemed to be an  Affiliate  solely by reason of its  holdings  of such
Registrable Securities) shall not be counted in determining whether such consent
or approval was given by the Holders of such required  percentage  and shall not
be counted as outstanding.

                                      -16-
<PAGE>

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






                                      -17-
<PAGE>

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

                            OBJECTSOFT CORPORATION


                            By: /s/ David E.Y. Sarna
                               -----------------------------------
                                Name: David E.Y. Sarna
                                Title:   Chairman


                            INTERCOASTAL FINANCIAL SERVICES CORP.


                            By: /s/ Roy C. Zentz
                               -----------------------------------
                                Name: Roy C. Zentz
                                Title: President


                            MOONLIGHT HOLDINGS LTD.


                            By: /s/ B.A. Simmons
                               -----------------------------------
                               Name:Gretton Secretarial Services, Ltd.
                               Title: Director


                            SHORING INVESTMENTS LTD.


                            By: /s/ C.B. Williams
                               -----------------------------------
                               Name: Turks & Crilos First Secretarial Ltd.
                               Title: Secretary


                            BUENA VISTA ENTERPRISES LTD.


                            By: /s/ Neil Smollett
                               -----------------------------------
                               Name: Neil Smollett
                               Title: Director


                            By: /s/ Richard Naimer
                               -----------------------------------
                               Name: Richard Naimer
                               Title: Director



<PAGE>


                                                                       EXHIBIT A

                         FORM OF NOTICE OF EFFECTIVENESS

                            OF REGISTRATION STATEMENT

[TRANSFER AGENT]
[ADDRESS]
Attn:  _____________

                  Re:      ObjectSoft Corporation

Ladies and Gentlemen:

         We are counsel to ObjectSoft  Corporation,  a Delaware corporation (the
"COMPANY"),  and have  represented  the Company in connection  with that certain
Common Stock Purchase Agreement (the "PURCHASE AGREEMENT"), dated as of June __,
2000, by and among the Company and the purchasers  named therein  (collectively,
the  "HOLDERS")  pursuant to which the Company issued to the Holders shares (the
"COMMON  SHARES") of its common  stock,  par value $.0001 per share (the "COMMON
STOCK"). Pursuant to the Purchase Agreement, the Company has also entered into a
Registration  Rights  Agreement  with  the  Holders  (the  "REGISTRATION  RIGHTS
AGREEMENT"),  dated as of June __, 2000,  pursuant to which the Company  agreed,
among other things,  to register the  Registrable  Securities (as defined in the
Registration  Rights  Agreement),   including  the  Common  Shares,   under  the
Securities  Act of 1933,  as amended (the "1933 ACT").  In  connection  with the
Company's   obligations   under   the   Registration   Rights   Agreement,    on
________________,  2000, the Company filed a Registration  Statement on Form ___
(File No.  333-________) (the "REGISTRATION  STATEMENT") with the Securities and
Exchange  Commission  (the  "SEC")  relating  to the  resale of the  Registrable
Securities  which  names each of the  present  Holders as a selling  stockholder
thereunder.

         In connection  with the  foregoing,  we advise you that a member of the
SEC's  staff has  advised  us by  telephone  that the SEC has  entered  an order
declaring the Registration Statement effective under the 1933 Act at [ENTER TIME
OF  EFFECTIVENESS]  on [ENTER DATE OF  EFFECTIVENESS]  and we have no knowledge,
after  telephonic  inquiry of a member of the SEC's  staff,  that any stop order
suspending its  effectiveness  has been issued or that any  proceedings for that
purpose are pending  before,  or threatened  by, the SEC and,  accordingly,  the
Registrable Securities are available for resale under the 1933 Act in the manner
specified in, and pursuant to the terms of the Registration Statement.

                                                              Very truly yours,




                                                              By:


cc:      Moonlight Holdings Ltd.
         Shoring Investments Ltd.
         Buena Vista Enterprises Ltd.



<PAGE>



                              SCHEDULE 7(C) TO THE

                          REGISTRATION RIGHTS AGREEMENT

                           FOR OBJECTSOFT CORPORATION