This  REGISTRATION  RIGHTS  AGREEMENT is made and entered  into  as  of
February 16, 2000, by and among  DIRECTRIX,  INC., a Delaware  corporation  (the
"Company"),  NEW HORIZONS  INVESTMENT  CORP.,  N.V. ("New  Horizons") and MARLIN
CAPITAL CORP ("Marlin Capital")(collectively New Horizons and Marlin Capital are
referred to as the "Holders").

         The  Holders   are  the   beneficial   owner  of  certain   Registrable
Securities (as defined below) issued by the Company. The Company and the Holders
deem it to be in their  respective best interests to set forth the rights of the
Holders  in  connection  with  public  offerings  and  sales of the  Registrable
Securities.

         NOW,  THEREFORE,   in   consideration  of   the   premises  and  mutual
covenants and obligations  hereinafter  set forth,  the Company and the Holders,
intending legally to be bound, hereby agree as follows.

         SECTION  1.  DEFINITIONS.   As used in  this  Agreement, the  following
terms shall have the following meanings:

         "Affiliate" of any person means any other  person who  either  directly
or  indirectly is in control of, is  controlled  by, or is under common  control
with such person.

         "Business  Day" shall  mean  any Monday, Tuesday,  Wednesday,  Thursday
or Friday  that is not a day on which  banking  institutions  in the City of New
York are authorized by law, regulation or executive order to close.

         "Common Stock" shall mean the common stock, par value $0.01 per  share,
of the Company.

         "Exchange  Act"  shall  mean  the  Securities  Exchange Act of 1934, as
amended  (or  any  similar  successor  federal  statute),   and  the  rules  and
regulations thereunder, as the same are in effect from time to time.

         "Hold-Back Election" shall have the  meaning  set forth in Section 5(a)
hereof.

         "Holder"  shall mean any  Person  that  owns  Registrable   Securities,
including  such  successors  and  assigns  as  acquire  Registrable  Securities,
directly or indirectly,  from such Person.  For purposes of this Agreement,  the
Company may deem the registered  holder of a Registrable  Security as the Holder
thereof.

         "Person" shall mean an individual,  partnership,  corporation,  limited
liability  company,  joint  venture  trust  or  unincorporated  organization,  a
government or agency or political subdivision thereof or any other entity.

         "Piggyback  Registration"  shall have  the meaning set forth in Section
4 hereof.

         "Prospectus"  shall  mean  the prospectus  included in any Registration
Statement, as amended or supplemented by a prospectus supplement with respect to
the terms of the offering of any portion of the Registrable  Securities  covered
by such  Registration  Statement and by all other  amendments and supplements to
the   prospectus,   including   post-effective   amendments   and  all  material
incorporated by reference in such prospectus.

         "Registrable  Securities" shall mean the  Warrants,  the  Common  Stock
issued to the Holders upon  exercise of the  Warrants  and any other  securities
issued or  issuable  as a result of or in  connection  with any stock  dividend,
stock   split   or   reverse   stock   split,   combination,   recapitalization,
reclassification,  merger or consolidation,  exchange or distribution in respect
of such Common Stock.

         "Registration Expenses" shall have  the definition set forth in Section
6 hereof.

         "Registration Statement" shall mean  any  registration  statement which
covers any of the  Registrable  Securities  pursuant to the  provisions  of this
Agreement,  including  the  Prospectus  included  therein,  all  amendments  and
supplements to such Registration Statement, including post-effective amendments,
all  exhibits and all material  incorporated  by reference in such  Registration
Statement.

         "Restricted  Securities" shall have the meaning set forth in  Section 2
hereof.

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

         "Rule 415" shall mean Rule 415 promulgated under  the  Securities  Act,
as amended from time to time, or any similar  successor rule thereto that may be
promulgated by the SEC.

         "Rule  903"  shall  mean Rule 903 promulgated under the Securities Act,
as amended from time to time, or any similar  successor rule thereto that may be
promulgated by the SEC.

         "Rule 904" shall mean Rule 904 promulgated under  the  Securities  Act,
as amended from time to time, or any similar  successor rule thereto that may be
promulgated by the SEC.

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

         "Securities  Act" shall mean the  Securities Act of 1933,   as  amended
(or any  similar  successor  federal  statute),  and the rules  and  regulations
thereunder, as the same are in effect from time to time.

         "Underwritten  Offering"  shall mean a  registered  offering  in  which
securities  of the  Company are sold to an  underwriter  for  reoffering  to the
public.

         "Warrants"  shall mean  warrants to purchase  an  aggregate  of  45,000
shares with  respect  to New  Horizons  and with 15,000  shares with  respect to
Marlin Capital, of Common Stock, subject to adjustment as set forth therein.

         SECTION 2.  SECURITIES  SUBJECT  TO  THIS  AGREEMENT.   The  securities
entitled to the benefits of this Agreement are the  Registrable  Securities but,
with  respect  to any  particular  Registrable  Security,  only  so long as such
security continues to be a Restricted  Security. A Registrable Security that has
ceased to be a  Registrable  Security  cannot  thereafter  become a  Registrable
Security.  As used herein,  a "Restricted  Security" is a  Registrable  Security
which  has  not  been  effectively  registered  under  the  Securities  Act  and
distributed in accordance with an effective Registration Statement and which has
not been  distributed  by a Holder  pursuant to Rule 144,  Rule 903 or Rule 904,
unless, in the case of a Registrable  Security  distributed pursuant to Rule 903
or 904, any applicable restricted period has not expired or the SEC or its staff
has taken the position in a published  release,  ruling or no-action letter that
securities  distributed  under Rule 903 or 904 are  ineligible for resale in the
United  States  under  Section  4(1)  of  the  Securities  Act   notwithstanding
expiration of the applicable restricted period.

         SECTION 3.   DEMAND REGISTRATION.

            (a)  DEMAND.  At any time  after  the  Warrants  are  issued  to the
Holders  the  Holders,  shall have the right  to request in writing,  specifying
that such request is made pursuant to this Section 3(a), that the Company effect
a  registration  under the 1933 Act of the  Warrants and the  underlying  Common
Stock and  specifying  the intended  method of  disposition  thereof  (which may
include a continuous or delayed offering). Upon receipt of such written request,
the Company will use its best efforts to effect,  as  expeditiously as possible,
the  registration  under the  Securities  Act of the Warrants and the underlying
Common  Stock  which  the  Company  has been so  requested  to  register  by the
Stockholders (a "Demand Registration"). The Company shall be obligated to effect
only two Demand Registrations pursuant to this Section 3(a). Upon receipt of any
request for  registration  pursuant  to this  Section  3(a),  if there are other
holders of Common Stock,  the Company shall promptly give written notice of such
request to all such other  holders.  The Company  shall include in the requested
registration  all  securities  requested  to be  included  by such of the  other
holders as shall make such  request by written  notice to the Company  delivered
within fifteen Business Days after their receipt of the Company's notice. If the
Company shall receive a request for inclusion in the registration of Registrable
Securities of additional holders, it shall promptly so inform the Holders.

            (b) EFFECTIVENESS OF REGISTRATION  STATEMENT.  The Company agrees to
use its best efforts to cause the Registration  Statement relating to any Demand
Registration to become effective as promptly as practicable following the demand
therefore  and  keep   thereafter   such   Registration   Statements   effective
continuously  for the  period specified  in the next  succeeding  sentence.  The
Company  will  use  its  best  efforts  pursuant  to  this  Section  to  keep  a
Registration  Statement continuously  effective (except  as otherwise  permitted
under  this Agreement) for a period ending on the earliest of (a) the date which
is  180  days  after,  or,  as to  a Shelf  Registration  Statement,  the second
anniversary of, the effective date of such  Registration Statement, (b) the date
on  which all  Registrable  Securities covered  by such  Registration  Statement
have been  sold and the distribution contemplated thereby has been completed and
(c) the date on which the Holders may  sell  all  of the  Registrable Securities
covered  by  such  Registration Statement  without  restriction pursuant to Rule
144 promulgated  under  the Securities Act,  unless the  Registration  Statement
relates to an underwritten public  offering of not less than 50% of the original
number of shares of Common  Stock underlying the Warrants  (calculated as if the
Warrants had been exercised on the date hereof).

            (c) INCLUSION OF OTHER SECURITIES.  The Company and any other holder
of the  Company's  securities  who  has  registration  rights  may  include  its
securities  in any  registration  effected  pursuant  to  Section  3;  provided,
however,  that  if  the  managing  underwriter  or  underwriters  of a  proposed
Underwritten  Offering  contemplated  thereby  advise  the  holder or holders of
securities  to be included in such  offering in writing that the total amount or
kind of securities which the Company or any such other holder intends to include
in such  proposed  public  offering  is such as would,  in the  judgment  of the
managing underwriter or underwriters, materially adversely affect the success of
the proposed public offering  requested by the Holders,  then the amount or kind
of  securities  to be offered  for the  account of the Company or any such other
holder  shall be reduced to the extent  necessary  to reduce the total amount or
kind of securities to be included in such proposed public offering to the amount
or kind recommended by such managing underwriter or underwriters.

            (d)  DEFERRAL  OF FILING.  The Company may defer the filing (but not
the  preparation) of a Registration  Statement  required by Section 3(a) until a
date not later than 90 days after the proposed  filing date (or, if longer,  120
days after the effective  date of the  registration  statement  contemplated  by
clause (ii) below) if (i) at the time the Company receives a written request for
a Demand  Registration from the Holders,  the Company or any of its subsidiaries
is  engaged  in  confidential   negotiations  or  other  confidential   business
activities, disclosure of which would be required in such Registration Statement
(but would not be required if such  Registration  Statement  were not filed) and
the  Board of  Directors  of the  Company  determines  in good  faith  that such
disclosure  would be materially  detrimental to the Company and its stockholders
or (ii) prior to receiving a written request for a Demand  Registration from the
Holders,  the Board of  Directors  of the  Company  had  determined  to effect a
registered  underwritten  public  offering of the Company's  securities  for the
Company's account and the Company had taken  substantial  steps (including,  but
not  limited to,  selecting a managing  underwriter  for such  offering)  and is
proceeding  with  reasonable  diligence to effect such offering and the Board of
Directors  of the  Company  determines  in  good  faith  that  the  filing  of a
Registration Statement pursuant to Section 3(a), in light of the intended method
of distribution,  would materially adversely affect such offering. A deferral of
the filing of a  Registration  Statement  pursuant to this Section 3(d) shall be
lifted and the requested  Registration Statement shall be filed forthwith if, in
the case of a deferral  pursuant to clause (i) of the  preceding  sentence,  the
negotiations or other activities are disclosed or terminated, or, in the case of
a deferral  pursuant  to clause (ii) of the  preceding  sentence,  the  proposed
registration  for the  Company's  account  is  abandoned.  In order to defer the
filing of a  Registration  Statement  pursuant to this Section 3(d), the Company
shall promptly (but in any event within ten days), upon determining to seek such
deferral,  deliver to the Holders,  written  notice  stating that the Company is
deferring such filing  pursuant to this Section 3(e) and a general  statement of
the reason for such  deferral and an  approximation  of the  anticipated  delay.
Within twenty days after  receiving such notice,  the Holders,  may withdraw its
request for a Demand Registration by giving notice to the Company; if withdrawn,
such  request  shall  be  deemed  not to have  been  made for  purposes  of this
Agreement. The beginning of any deferral period shall be at least 360 days after
the end of any prior deferral period.

         SECTION  4.  PIGGYBACK  REGISTRATION.  If, on or prior  to  August  15,
2001,  the Company at any time proposes to file a  registration  statement  with
respect to any class of equity  securities,  whether for its own account  (other
than in  connection  with a  registration  statement  on Form S-4 or S-8 (or any
successor or substantially similar form), or (A) an employee stock option, stock
purchase or compensation  plan or of securities  issued or issuable  pursuant to
any such plan,  or (B) a  dividend  reinvestment  plan) or for the  account of a
holder of  securities  of the  Company  pursuant to demand  registration  rights
granted  by the  Company  (a  "Requesting  Securityholder"),  other than for the
registration of securities for sale on a continuous or delayed basis pursuant to
Rule  415,  then the  Company  shall in each case  give  written  notice of such
proposed  filing to all Holders of Registrable  Securities at least fifteen (15)
days before the anticipated  filing date of any such  registration  statement by
the Company,  and such notice shall offer to all Holders the opportunity to have
any or all of the Registrable  Securities held by such Holders  included in such
registration  statement  (each,  a  "Piggyback  Registration").  Each  Holder of
Registrable  Securities desiring to have its Registrable  Securities  registered
under this Section 4 shall so advise the Company in writing within ten (10) days
after the date of  receipt of such  notice  (which  request  shall set forth the
amount of Registrable  Securities for which registration is requested),  and the
Company shall use its best  reasonable  efforts to include in such  Registration
Statement all such Registrable  Securities so requested to be included  therein.
Notwithstanding  the foregoing,  if the managing  underwriter or underwriters of
any such proposed public offering  advises the Company in writing that the total
amount or kind of securities  which the Holders of Registrable  Securities,  the
Company  and any other  persons or  entities  intended  to be  included  in such
proposed public offering is sufficiently  large to adversely  affect the success
of such proposed  public  offering,  then the amount or kind of securities to be
offered for the accounts of Holders of Registrable  Securities  shall be reduced
PRO RATA,  together  with the amount or kind of securities to be offered for the
accounts of any other persons requesting  registration of securities pursuant to
rights  similar  to the rights of  Holders  under this  Section 4, to the extent
necessary  to reduce the total  amount or kind of  securities  to be included in
such proposed public offering to the amount or kind recommended by such managing
underwriter or underwriters  before the securities offered by the Company or any
Requesting  Securityholder  are so  reduced.  Anything  to the  contrary in this
Agreement  notwithstanding,  the Company may withdraw or postpone a Registration
Statement  referred  to  herein  at any time  before  it  becomes  effective  or
withdraw,  postpone or terminate the offering after it becomes effective without
obligation to the Holder or Holders of the Registrable Securities.

         SECTION 5.  HOLDBACK AGREEMENTS.

            (a)  HOLD-BACK  ELECTION.  In the  case of the  registration  of any
underwritten   primary  offering  initiated  by  the  Company  (other  than  any
registration  by the  Company  on Form  S-4 or Form  S-8  (or any  successor  or
substantially  similar form), or of (A) an employee stock option, stock purchase
or compensation  plan or of securities  issued or issuable  pursuant to any such
plan,  or  (b) a  dividend  reinvestment  plan)  or any  underwritten  secondary
offering  initiated  at the  request of a holder of  securities  of the  Company
pursuant to registration  rights granted by the Company,  each Holder agrees not
to effect any public sale or distribution of securities of the Company except as
part of such underwritten registration, during the period beginning fifteen (15)
days prior to the  closing  date of such  underwritten  offering  and during the
period ending on ninety (90) days after such closing date (or such longer period
as may be reasonably  requested by the Company or by the managing underwriter or
underwriters).

            (b)  LIMITATION ON  REGISTRATION  RIGHTS.  Anything to  the contrary
contained in this Agreement  notwithstanding,  when in the reasonable opinion of
counsel for the Company  (which  counsel shall be  experienced in securities law
matters),  registration  of the  Registrable  Securities  is not required by the
Securities  Act and other  applicable  securities  laws,  in  connection  with a
proposed sale of such Registrable Securities, the Holder shall have no rights to
request a Demand  Registration  pursuant  to Section 3 or to request a Piggyback
Registration pursuant to Section 4 in connection with such proposed sale and the
Company shall promptly  provide to the transfer agent and the Holder's broker in
connection with any sale transaction an opinion to the effect set forth above.

         SECTION 6.   REGISTRATION   EXPENSES.  All  expenses  incident  to  the
Company's  performance of or compliance with this Agreement,  including  without
limitation  all  registration  and filing fees,  fees and expenses of compliance
with securities or blue sky laws (including reasonable fees and disbursements of
counsel in connection  with blue sky  qualifications  or  registrations  (or the
obtaining of exemptions  therefrom)  of the  Registrable  Securities),  printing
expenses (including expenses of printing  Prospectuses),  messenger and delivery
expenses,  internal expenses  (including,  without limitation,  all salaries and
expenses of its officers and employees  performing legal or accounting  duties),
fees and  disbursements  of its counsel  and its  independent  certified  public
accountants,  securities  acts  liability  insurance  (if the Company  elects to
obtain such insurance), fees and expenses of any special experts retained by the
Company in connection with any  registration  hereunder and fees and expenses of
other Persons  retained by the Company (all such expenses  being  referred to as
"Registration  Expenses"),  shall  be  borne  by the  Company);  PROVIDED,  that
Registration Expenses shall not include any fees and expenses of counsel for the
Holders,  the expenses of any special audit or  accounting  review (other than a
review or audit of the Company's year-end financial  statements),  out-of-pocket
expenses incurred by the Holders and underwriting discounts, commissions or fees
attributable to the sale of the Registrable Securities.

         SECTION 7.  INDEMNIFICATION.

            (a) INDEMNIFICATION BY THE COMPANY.  The Company agrees to indemnify
and hold harmless, to the full extent permitted by law, but without duplication,
each Holder of  Registrable  Securities,  its  officers,  directors,  employees,
partners,  principals, equity holders, managed or advised accounts, advisors and
agents,  and each Person who  controls  such  Holder  (within the meaning of the
Securities Act), against all losses, claims,  damages,  liabilities and expenses
(including  reasonable  costs of  investigation  and  reasonable  legal fees and
expenses)  resulting  from any untrue  statement  of a material  fact in, or any
omission of a material fact required to be stated in, any Registration Statement
or  Prospectus  or  necessary to make the  statements  therein (in the case of a
Prospectus  in light of the  circumstances  under  which  they  were  made)  not
misleading,  except  insofar  as the  same are  caused  by or  contained  in any
information   furnished  in  writing  to  the  Company  by  any  Holder  or  any
underwriters  expressly  for  use  therein.  The  Company  will  also  indemnify
underwriters  participating  in the  distribution,  their  officers,  directors,
employees,  partners and agents,  and each Person who controls such underwriters
(within the meaning of the Securities Act), to the same extent as provided above
with respect to the indemnification of the Holders of Registrable Securities, if
so requested.

            (b)  INDEMNIFICATION  BY  HOLDERS  OF  REGISTRABLE  SECURITIES.   In
connection  with any  Registration  Statement  in which a Holder of  Registrable
Securities  is  participating,  each such Holder will  furnish to the Company in
writing such information and affidavits as the Company  reasonably  requests for
use in connection with any such Registration  Statement or Prospectus and agrees
to indemnify and hold harmless, to the full extent permitted by law, but without
duplication,  the Company,  its officers,  directors,  shareholders,  employees,
advisors  and agents,  and each  Person who  controls  the  Company  (within the
meaning of the Securities Act) against any losses, claims, damages,  liabilities
and expenses  resulting  from any untrue  statement of material  fact in, or any
omission of a material fact required to be stated in, the Registration Statement
or  Prospectus  or  necessary to make the  statements  therein (in the case of a
Prospectus  in 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 any information or affidavit so furnished in writing by
such Holder to the Company  specifically for inclusion therein. The liability of
each Holder  under this  Section 7(b) shall be limited to an amount equal to the
proceeds  received by such Holder  from the sale of any  Registrable  Securities
covered by such Registration Statement or Prospectus.  The Company and the other
persons   described  above  shall  be  entitled  to  receive   indemnities  from
underwriters  participating in the distribution,  to the same extent as provided
above with  respect  to  information  so  furnished  in writing by such  Persons
specifically for inclusion in any Prospectus or Registration Statement.

            (c) CONDUCT OF INDEMNIFICATION  PROCEEDINGS.  Any Person entitled to
indemnification  hereunder will (i) give prompt notice to the indemnifying party
of any claim with respect to which it seeks indemnification and (ii) permit such
indemnifying  party to assume the  defense  of such  claim with counsel of  such
indemnifying  party's  choice;  PROVIDED,  HOWEVER,  that any Person entitled to
indemnification hereunder shall have the right to employ separate counsel and to
participate  in the  defense of such  claim,  but the fees and  expenses of such
counsel  shall be at the  expense  of such  indemnified  Person  unless  (A) the
indemnifying  party  shall have  failed to assume the  defense of such claim and
employ counsel  reasonably  satisfactory  to the  indemnified  party in a timely
manner  or (B) in the  reasonable  judgment  of any such  Person,  based  upon a
written  opinion of its counsel,  a conflict of interest may exist  between such
person and the indemnifying party with respect to such claims (in which case, if
the Person notifies the indemnifying party in writing that such Person elects to
employ  separate  counsel  at  the  expense  of  the  indemnifying   party,  the
indemnifying  party shall not have the right to assume the defense of such claim
on behalf of such  person).  The  indemnifying  party will not be subject to any
liability for any settlement made without its consent. No indemnified party will
be  required to consent to entry of any  judgment  or enter into any  settlement
which  does not  include  as an  unconditional  term  thereof  the giving by the
claimant or plaintiff to such indemnified  party of a release from all liability
in  respect  of such  claim or  litigation.  An  indemnifying  party  who is not
entitled  to, or elects  not to,  assume  the  defense  of the claim will not be
obligated  to pay the fees and expenses of more than one counsel for all parties
indemnified by such indemnifying party with respect to such claim.

            (d) CONTRIBUTION. If for any reason the indemnification provided for
in Section  7(a) or  Section  7(b) is  unavailable  to an  indemnified  party or
insufficient  to hold it harmless as  contemplated  by Section  7(a) and Section
7(b), then the indemnifying party shall contribute to the amount paid or payable
by the indemnified party as a result of such loss, claim, damage or liability in
such  proportion  as is  appropriate  to reflect not only the relative  benefits
received  by the  indemnifying  party and the  indemnified  party,  but also the
relative fault of the indemnifying  party and the indemnified  party, as well as
any other  relevant  equitable  considerations.  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 misrepresentations.

         SECTION 8.  PARTICIPATION IN  UNDERWRITTEN  REGISTRATIONS.   No  Person
may participate in any  Underwritten  Offering  hereunder unless such Person (i)
agrees to sell such Person's Registrable Securities on the basis provided in any
underwriting  arrangements approved by the Persons entitled hereunder to approve
such arrangements and (ii) completes and executes all questionnaires,  powers of
attorney,  indemnities,  underwriting  agreements and other  documents  required
under the terms of such  underwriting  arrangements.  Nothing in this  Section 8
shall be construed to create any additional rights regarding the registration of
Registrable Securities in any Person otherwise than as set forth herein.

         SECTION 9. AMENDMENTS AND WAIVERS. The provisions  of  this  Agreement,
including  the  provisions  of this  Section 9, may not be amended,  modified or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given unless the Company has obtained the written  consent of Holders
of a majority of the Registrable Securities (on a Common Stock equivalent basis)
then  outstanding.  Whenever  the  consent or approval of Holders of a specified
number of Registrable  Securities is required hereunder,  Registrable Securities
held by the Company or any of its controlled  affiliates  (other than Holders of
Registrable  Securities if such  subsequent  Holders are deemed to be affiliates
solely by reason of their holdings of such Registrable  Securities) shall not be
counted in determining whether such consent or approval was given by the Holders
of such required number.

         SECTION 10. RULE 144 REPORTING.  With a view to  making  available  the
benefits of certain rules and  regulations  of the  Commission  which may at any
time  permit  the  sale of the  Registrable  Securities  to the  public  without
registration, during such time as a public market exists for the Common Stock of
the Company, the Company agrees to use its best reasonable efforts to:

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

            (b)  File with the Commission  in a timely  manner all  reports  and
other  documents  required of the  Company under  the  Securities  Act  and  the
Exchange   Act  (so  long  as  it  is  subject to such  reporting requirements);
and

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

         SECTION 11. NOTICES.  All notices  and  other  communications  provided
for or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telecopier, or air-courier guaranteeing overnight delivery:

            (a) If to a Holder of Registrable  Securities,  at the most current
address given by such Holder to the Company,  in accordance  with the provisions
of this Section 11, which address initially is, with respect to the Holders:

         Marlin Capital Corp                     11 South LaSalle Street
                                                 Suite 3310
                                                 Chicago, IL 60605

         New Horizons Investment Corp. N.V.      c/o 4900 Woodway, Suite 650
                                                 Houston, TX 77056

            (b)  IF  TO  THE  COMPANY,  INITIALLY  AT 236 WEST 26TH Street, 12th
Floor, New York,  New York 10001, attention: Chief Executive Officer; telecopier
no. (212)-633-7414;  and thereafter at such other  address  as may be designated
from time to time by notice given in accordance  with  the  provisions  of  this
Section 11.

            (c)  All  such  notices  and other communications shall be deemed to
have  been delivered  and  received  (i)  in  the  case  of  personal  delivery,
telecopier or telegram, on the date  of such  delivery,  (ii) in the case of air
courier, on the Business  Day after the date  when sent and (iii) in the case of
mailing,  on the third Business Day following such mailing.

         SECTION 12.  SUCCESSORS AND ASSIGNS.   This Agreement  shall  inure  to
the  benefit of and be binding  upon the  successors  and assigns of each of the
parties hereto, including without limitation and without the need for an express
assignment to subsequent Holders of the Registrable Securities who cannot freely
transfer their shares in the absence of registration under the Securities Act.

         SECTION  13.  COUNTERPARTS.  This  Agreement  may be  executed  in  any
number of counterparts and by the parties hereto in separate 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.

         SECTION 14.   HEADINGS.  The   headings  in   this  Agreement  are  for
convenience  of  reference  only  and shall  not  limit  or otherwise affect the
meaning hereof.

         SECTION 15.  GOVERNING LAW. THIS AGREEMENT  SHALL BE  GOVERNED  BY  AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO THE PRINCIPLES OF THE CONFLICT OF LAWS THEREOF.

         SECTION 16.  JURISDICTION;  FORUM.  Each  party  hereto   consents  and
submits to the jurisdiction of any state court sitting in the County of New York
or federal  court  sitting in the Southern  District of the State of New York in
connection with any dispute  arising out of or relating to this Agreement.  Each
party hereto  waives any objection to the laying of venue in such courts and any
claim that any such action has been  brought in an  inconvenient  forum.  To the
extent  permitted by law, any judgment in respect of a dispute arising out of or
relating to this Agreement may be enforced in any other  jurisdiction  within or
outside the United  States by suit on the  judgment,  a  certified  copy of such
judgment being conclusive evidence of the fact and amount of such judgment. Each
party hereto agrees that  personal  service of process may be effected by any of
the means specified in Section 11,  addressed to such party. The foregoing shall
not limit the rights of any party to serve process in any other manner permitted
by law.

         SECTION 17.  SEVERABILITY.  In the event that any one or  more  of  the
provisions contained herein, or the application thereof in any circumstance,  is
held   invalid,   illegal  or   unenforceable,   the   validity,   legality  and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

         SECTION 18.  ENTIRE  AGREEMENT.  This  Agreement  is  intended  by  the
parties  as a final  expression  of  their  agreement  and is  intended  to be a
complete and  exclusive  statement of the  agreement  and  understanding  of the
parties hereto in respect of the subject matter contained herein. This Agreement
supersedes  all prior  agreements  and  understandings  between the parties with
respect to such subject matter.

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


DIRECTRIX, INC.




By:
   -----------------------------------------
   J. Roger Faherty, Chairman & CEO

<PAGE>

MARLIN CAPITAL CORP




By:
   -----------------------------------------
   Mark Eagen, President



NEW HORIZONS INVESTMENT CORP., N.V.




By:
   -----------------------------------------
   Russell Molina, Attorney-In-Fact