<PAGE>

                                  EXHIBIT 10(b)


                          REGISTRATION RIGHTS AGREEMENT


         THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made and
entered into as of July 18, 2000, among FORTEL INC., a California corporation
(the "COMPANY"), and the investors signatory hereto (each such investor is a
"PURCHASER" and all such investors are, collectively, the "PURCHASERS").

         This Agreement is made pursuant to the Securities Purchase Agreement,
dated as of the date hereof 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 that are
defined in the Purchase Agreement shall have the meanings given such terms in
the Purchase Agreement. As used in this Agreement, the following terms shall
have the following meanings:

         "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.

         "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 or California are authorized or required by law or other government
actions to close.

         "CLOSING DATE" shall have the meaning set forth in the Purchase
Agreement.

         "COMMISSION" means the Securities and Exchange Commission.

         "COMMON STOCK" means the Company's common stock, no par value, or such
securities in to which that such stock shall hereafter be reclassified.

         "EFFECTIVENESS DATE" means, with respect to the initial Registration
Statement required to be filed hereunder, the 90th day following the Closing
Date and, with respect to any additional Registration Statements which may be
required pursuant to Section 3(c), the 90th day following the date that notice
of the requirement to file such additional Registration Statement is provided.

         "EFFECTIVENESS PERIOD" shall have the meaning set forth in
Section 2(a).

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


                                       EXHIBIT 10(B)-1.
<PAGE>


         "FILING DATE" means the 30th day following the Closing Date and, with
respect to any additional Registration Statements which may be required pursuant
to Section 3(c), the 15th day following the date that notice of the requirement
to file such additional Registration Statement is provided.

         "HOLDER" or "HOLDERS" means the holder or holders, as the case may be,
from time to time of Registrable Securities.

         "INDEMNIFIED PARTY" shall have the meaning set forth in Section 5(c).

         "INDEMNIFYING PARTY" shall have the meaning set forth in Section 5(c).

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

         "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 or deemed to be incorporated by reference in
such Prospectus.

         "REGISTRABLE SECURITIES" means (i) the Shares and (ii) the shares of
Common Stock issuable upon exercise in full of the Warrants.

         "REGISTRATION STATEMENT" means the registration statement and any
additional registration statements contemplated by Section 3(c), 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 or deemed to be
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 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.


                                       EXHIBIT 10(B)-2.
<PAGE>


         "RULE 424" means Rule 424 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, and the
rules and regulations promulgated thereunder.

         "SHARES" means the shares of Common Stock issued and sold to the
Purchasers pursuant to the Purchase Agreement.

         "SPECIAL COUNSEL" means one special counsel to the Holders, for which
the Holders will be reimbursed by the Company pursuant to Section 4.

         "WARRANTS" shall have the meaning set forth in the Purchase Agreement.

         2.       SHELF REGISTRATION

         On       or prior to each Filing Date, the Company shall prepare and
                  file with the Commission a "Shelf" Registration Statement
                  covering the resale of 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) and shall
                  contain (except if otherwise directed by the Holders) the
                  "Plan of Distribution" attached hereto as Annex A. The Company
                  shall use its best efforts to cause the Registration Statement
                  to be declared effective under the Securities Act as promptly
                  as possible after the filing thereof, but in any event prior
                  to the Effectiveness Date, and shall use its best efforts to
                  keep such Registration Statement continuously effective under
                  the Securities Act until the date which is two years after the
                  date that such Registration Statement is declared effective by
                  the Commission or such earlier date when all Registrable
                  Securities covered by such Registration Statement have been
                  sold or may be sold without volume restrictions pursuant to
                  Rule 144(k) (the "EFFECTIVENESS PERIOD").

         The initial Registration Statement to be filed hereunder shall
                  include 5,341,1261 shares of the Company's Common Stock.

         If (a) a Registration Statement is not filed on or prior to its
                  Filing Date (if the Company files such Registration Statement
                  without affording the Holder the opportunity to review and
                  comment on the same as required by Section 3(a) hereof, the
                  Company shall not be deemed to have satisfied this clause
                  (a)), or (b) the Company fails to file with the Commission a
                  request for acceleration in accordance with Rule 461
                  promulgated under the Securities Act, within five 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


-----------------
(1) Represents 19.999% of 26,706,967, which is the total number of the
Company's issued and outstanding common stock as of this Agreement.


                                       EXHIBIT 10(B)-3.
<PAGE>


                  subject to further review, or (c) a Registration Statement
                  filed hereunder is not declared effective
                  by the Commission on or prior to its Effectiveness Date, or
                  (d) after a Registration Statement is filed with and
                  declared effective by the Commission, such
                  Registration Statement ceases to be effective as to all
                  Registrable Securities to which it is required to relate at
                  any time prior to the expiration of the Effectiveness Period
                  without being succeeded within ten Business Days by an
                  amendment to such Registration Statement or by a subsequent
                  Registration Statement filed with and declared effective by
                  the Commission, or (e) the Common Stock shall be delisted or
                  suspended from trading on the Nasdaq Smallcap Market
                  ("NASDAQ") or on the New York Stock Exchange, the American
                  Stock Exchange or Nasdaq National Market (each, a "SUBSEQUENT
                  MARKET") for more than three Trading Days (which need not be
                  consecutive Trading Days), or (f) the exercise rights of the
                  Holders pursuant to the Warrants are suspended for any reason,
                  or (g) an amendment to a Registration Statement is not filed
                  by the Company with the Commission within ten Business Days of
                  the Commission's notifying the Company that such amendment is
                  required in order for such Registration Statement to be
                  declared effective (any such failure or breach being referred
                  to as an "EVENT," and for purposes of clauses (a), (c), (f)
                  the date on which such Event occurs, or for purposes of clause
                  (b) the date on which such five day period is exceeded, or for
                  purposes of clauses (d) and (g) the date which such ten
                  Business Day-period is exceeded, or for purposes of clause (e)
                  the date on which such three Trading Day-period is exceeded,
                  being referred to as "EVENT DATE"), then, on each such Event
                  Date and every monthly anniversary thereof until the
                  applicable Event is cured, the Company shall pay to each
                  Holder an amount in cash, as liquidated damages and not as a
                  penalty, equal to 2.0% of the purchase price paid by such
                  Holder pursuant to the Purchase Agreement. If the Company
                  fails to pay any liquidated damages pursuant to this Section
                  in full within seven days after the date payable, the Company
                  will pay interest thereon at a rate of 18% per annum (or such
                  lesser maximum amount that is permitted to be paid by
                  applicable law) to the Holder, accruing daily from the date
                  such liquidated damages are due until such amounts, plus all
                  such interest thereon, are paid in full. The liquidated
                  damages pursuant to the terms hereof shall apply on a pro-rata
                  basis for any portion of a month prior to the cure of an
                  Event.

         3.       REGISTRATION PROCEDURES

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

         Not less than five Business Days prior to the filing of each
                  Registration Statement or any related Prospectus or any
                  amendment or supplement thereto (including any document that
                  would be incorporated or deemed to be incorporated therein by
                  reference), the Company shall, (i) furnish to the Holders and
                  their Special Counsel copies of all such documents proposed to
                  be filed, which documents (other than those incorporated or
                  deemed to be incorporated by reference) will be subject to the
                  review of such Holders and their Special Counsel, and (ii)
                  cause its officers and directors, counsel and independent
                  certified public accountants to respond to


                                       EXHIBIT 10(B)-4.
<PAGE>


                  such inquiries as shall be necessary, in the reasonable
                  opinion of respective counsel 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 and their Special Counsel shall reasonably object,
                  PROVIDED, the Company is notified of such objection no later
                  than 3 Business Days after the Holders have been so furnished
                  copies of such documents.

         (i) Prepare and file with the Commission such amendments,
                  including post-effective amendments, to the Registration
                  Statement and the Prospectus used in connection therewith 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; (iii) respond as promptly as reasonably
                  possible, and in any event within ten Business Days, to any
                  comments received from the Commission with respect to the
                  Registration Statement or any amendment thereto and as
                  promptly as reasonably 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.

         File additional Registration Statements if the number of
                  Registrable Securities at any time exceeds 85% of the number
                  of shares of Common Stock then registered in all their
                  existing Registration Statements hereunder.

         Notify the Holders of Registrable Securities to be sold and their
                  Special Counsel as promptly as reasonably possible (and, in
                  the case of (i)(A) below, not less than five Business Days
                  prior to such filing) and (if requested by any such Person)
                  confirm such notice in writing no later than one 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 (the Company shall
                  provide true and complete copies thereof and all written
                  responses thereto to each of the Holders); 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 Prospectus or for additional
                  information; (iii) of the


                                       EXHIBIT 10(B)-5.
<PAGE>


                  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 or passage of time that makes the financial statements
                  included in the Registration Statement ineligible for
                  inclusion therein or 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 light
                  of the circumstances under which they were made, not
                  misleading.

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

         Prior to any public offering of Registrable Securities, use its best
                  efforts to register or qualify or cooperate with the selling
                  Holders and their 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, THAT the Company shall not
                  be required to qualify generally to do business in any
                  jurisdiction where it is not then so qualified or subject the
                  Company to any material tax in any such jurisdiction where it
                  is not then so subject.

         Cooperate with the Holders to facilitate the timely preparation and
                  delivery of certificates representing Registrable Securities
                  to be delivered to a transferee pursuant to a Registration
                  Statement, which certificates shall be free, to the extent
                  permitted by the Purchase Agreement, of all restrictive
                  legends, and to enable such Registrable

                                       EXHIBIT 10(B)-6.
<PAGE>


                  Securities to be in such denominations and registered in
                  such names as any such Holders may request.

         Upon the occurrence of any event contemplated by Section 3(d)(vi),
                  as promptly as reasonably 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 light of the circumstances
                  under which they were made, not misleading.

         Comply with all applicable rules and regulations of the Commission.

         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 any Registrable Securities are sold pursuant to
the Registration Statement. The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (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 any Subsequent Market on which the
Common Stock is then listed for trading, and (B) in compliance with applicable
state securities or Blue Sky laws (including, without limitation, fees and
disbursements of counsel for the Company in connection with Blue Sky
qualifications or exemptions of the Registrable Securities and determination of
the eligibility of the Registrable Securities for investment under the laws of
such jurisdictions as requested by the Holders )), (ii) printing expenses
(including, without limitation, expenses of printing certificates for
Registrable Securities and of printing prospectuses requested by the Holders),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company and Special Counsel for the Holders (in the case of the
latter, up to a maximum of $5,000), and (v) fees and expenses of all other
Persons retained by the Company in connection with the consummation of the
transactions contemplated by this Agreement.

         5.       INDEMNIFICATION

         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, to the fullest extent permitted by applicable law,
                  from and against any and all losses, claims, damages,
                  liabilities, costs (including, without limitation, costs of
                  preparation and attorneys' fees) and expenses (collectively,
                  "LOSSES"), as incurred, arising out of or relating to any
                  untrue or alleged untrue statement of a


                                       EXHIBIT 10(B)-7.
<PAGE>


                  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 light of the
                  circumstances under which they were made) not misleading,
                  except to the extent, but only to the extent, that (1) 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, 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 or (2) in the case of an
                  occurrence of an event of the type specified in Section
                  3(d)(ii)-(vi), the use by such Holder of an outdated or
                  defective Prospectus after the Company has notified such
                  Holder in writing that the Prospectus is outdated or defective
                  and prior to the receipt by such Holder of the Advice
                  contemplated in Section 6(e). 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.

         INDEMNIFICATION BY HOLDERS. Each Holder shall, severally and not
                  jointly, indemnify and hold harmless the Company, its
                  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, to the fullest extent permitted by applicable law,
                  from and against all Losses (as determined by a court of
                  competent jurisdiction in a final judgment not subject to
                  appeal or review) arising solely out of or based solely upon
                  any untrue statement of a material fact contained in any
                  Registration Statement, any Prospectus, or any form of
                  prospectus, or in any amendment or supplement thereto, 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 not misleading to the extent, but
                  only to the extent, that such untrue statement or omission is
                  contained in any information so furnished in writing by such
                  Holder to the Company specifically for inclusion in such
                  Registration Statement or such Prospectus or to the extent
                  that (1) 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, 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 or (2) in the case of an
                  occurrence of an event of the type specified in Section
                  3(d)(ii)-(vi), the use by such Holder of


                                       EXHIBIT 10(B)-8.
<PAGE>


                  an outdated or defective Prospectus after the Company has
                  notified such Holder in writing that the Prospectus is
                  outdated or defective and prior to the receipt by such Holder
                  of the Advice contemplated in Section 6(e). In no event shall
                  the liability of any selling Holder hereunder be greater in
                  amount than the dollar amount of the net proceeds received by
                  such Holder upon the sale of the Registrable Securities giving
                  rise to such indemnification obligation.

         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
                  shall promptly 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
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).


                                       EXHIBIT 10(B)-9.
<PAGE>



         CONTRIBUTION. If a claim for indemnification under Section 5(a) or 5(b)
                  is unavailable to an Indemnified Party (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 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.

         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.
Notwithstanding the provisions of this Section 5(d), no Holder shall be required
to contribute, in the aggregate, any amount in excess of the amount by which the
proceeds actually received by such Holder from the sale of the Registrable
Securities subject to the Proceeding exceeds the amount of any damages that such
Holder has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission.

         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.       MISCELLANEOUS

         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 the Holders of at
                  least two-thirds of the then outstanding Registrable
                  Securities. Notwithstanding the foregoing, a waiver or consent
                  to depart from the provisions hereof with respect to a matter
                  that relates exclusively to the rights of Holders and that
                  does not directly or indirectly affect the rights of other
                  Holders may be given by Holders of at least a majority of the
                  Registrable Securities to which such waiver or consent
                  relates; PROVIDED, 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.


                                       EXHIBIT 10(B)-10.
<PAGE>


         NO INCONSISTENT AGREEMENTS. Neither the Company nor any of its
                  subsidiaries has entered, as of the date hereof, 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 would have the effect of impairing the rights
                  granted to the Holders in this Agreement or otherwise
                  conflicts with the provisions hereof. Except as and to the
                  extent specified in Schedule 6(b) hereto, neither the Company
                  nor any of its subsidiaries has previously entered into any
                  agreement granting any registration rights with respect to any
                  of its securities to any Person.

         NO PIGGYBACK ON REGISTRATIONS. Except as and to the extent
                  specified in Schedule 6(b) hereto, neither the Company nor any
                  of its security holders (other than the Holders in such
                  capacity pursuant hereto) may include securities of the
                  Company in the Registration Statement other than the
                  Registrable Securities, and the Company shall not after the
                  date hereof enter into any agreement providing any such right
                  to any of its security holders.

         COMPLIANCE. Each Holder covenants and agrees that it will comply with
                  the prospectus delivery requirements of the Securities Act as
                  applicable to it in connection with sales of Registrable
                  Securities pursuant to the Registration Statement.

         DISCONTINUED DISPOSITION. 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 Sections 3(d)(ii), 3(d)(iii), 3(d)(iv), 3(d)(v) or
                  3(d)(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. The Company may
                  provide appropriate stop orders to enforce the provisions of
                  this paragraph.

         PIGGY-BACK REGISTRATIONS. If at any time during the Effectiveness
                  Period there is not an effective Registration Statement
                  covering all of the Registrable Securities and 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 their
                  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, then the Company
                  shall send to each Holder written notice of such determination
                  and, if within fifteen days after receipt of such notice, any
                  such Holder shall so request in writing, the Company shall
                  include in such registration statement all or any part of such
                  Registrable Securities such holder requests to be registered.


                                       EXHIBIT 10(B)-11.
<PAGE>


         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
                  earliest of (i) the date of transmission, if such notice or
                  communication is delivered via facsimile at the facsimile
                  telephone number specified in this Section prior to 6:30 p.m.
                  (New York City 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 in this Agreement later than 6:30
                  p.m. (New York City time) on any date and earlier than 11:59
                  p.m. (New York City time) on such date, (iii) the Business Day
                  following the date of mailing, if sent by U.S. nationally
                  recognized overnight courier service, or (iv) upon actual
                  receipt by the party to whom such notice is required to be
                  given. The address for such notices and communications shall
                  be as follows:

         If to the Company:         FORTEL, Inc.
                                    46832 Lakeview Boulevard
                                    Fremont, CA 94538
                                    Facsimile No.: (510) 440-9696
                                    Attn: Chief Financial Officer and Chief
                                    Executive Officer

         If  to a Purchaser:        To the address set forth
                                    under such Purchaser's name on the signature
                                    pages hereto.

         If to any other Person who is then the registered Holder:

                                    To the address of such Holder as it appears
                                    in the stock transfer books of the Company

or such other address as may be designated in writing hereafter, in the same
manner, by such Person.

         SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of
                  and be binding upon the successors and permitted assigns of
                  each of the parties and shall inure to the benefit of each
                  Holder. The Company may not assign its rights or obligations
                  hereunder without the prior written consent of each Holder.
                  Each Holder may assign their respective rights hereunder in
                  the manner and to the Persons as permitted under the Purchase
                  Agreement.

         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.


                                       EXHIBIT 10(B)-12.
<PAGE>


         GOVERNING LAW. All questions concerning the construction, validity,
                  enforcement and interpretation of this Agreement shall be
                  governed by and construed and enforced in accordance with the
                  internal laws of the State of New York, without regard to the
                  principles of conflicts of law thereof. Each party hereby
                  irrevocably submits to the exclusive jurisdiction of the state
                  and federal courts sitting in the City of New York, borough of
                  Manhattan, for the adjudication of any dispute hereunder or in
                  connection herewith or with any transaction contemplated
                  hereby or discussed herein, and hereby irrevocably waives, and
                  agrees not to assert in any suit, action or proceeding, any
                  claim that it is not personally subject to the jurisdiction of
                  any such court, that such suit, action or proceeding is
                  improper. Each party hereby irrevocably waives personal
                  service of process and 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 contained herein shall be deemed to limit in any way
                  any right to serve process in any manner permitted by law.

         CUMULATIVE REMEDIES. The remedies provided herein are cumulative and
                  not exclusive of any remedies provided by law.

         SEVERABILITY. If any term, provision, covenant or restriction of this
                  Agreement is held by a court of competent jurisdiction to be
                  invalid, illegal, void or unenforceable, 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.

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


                                       EXHIBIT 10(B)-13.
<PAGE>


         INDEPENDENT NATURE OF PURCHASERS' OBLIGATIONS AND RIGHTS. The
                  obligations of each Purchaser hereunder is several and not
                  joint with the obligations of any other Purchaser hereunder,
                  and no Purchaser shall be responsible in any way for the
                  performance of the obligations of any other Purchaser
                  hereunder. Nothing contained herein or in any other agreement
                  or document delivered at any closing, and no action taken by
                  any Purchaser pursuant hereto or thereto, shall be deemed to
                  constitute the Purchasers as a partnership, an association, a
                  joint venture or any other kind of entity, or create a
                  presumption that the Purchasers are in any way acting in
                  concert with respect to such obligations or the transactions
                  contemplated by this Agreement. Each Purchaser shall be
                  entitled to protect and enforce its rights, including without
                  limitation the rights arising out of this Agreement, and it
                  shall not be necessary for any other Purchaser to be joined as
                  an additional party in any proceeding for such purpose.

                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                           SIGNATURE PAGES TO FOLLOW]


                                       EXHIBIT 10(B)-14.
<PAGE>


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

                                      FORTEL INC.


                                      By: S/
                                          --------------------------------------
                                          Name: Anna M. McCann
                                               ---------------------------------


                                          Title:CFO



                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                     SIGNATURE PAGES OF PURCHASER TO FOLLOW]




                SIGNATURE PAGES TO REGISTRATION RIGHTS AGREEMENT

<PAGE>


                     DEEPHAVEN PRIVATE PLACEMENT TRADING LTD.


                     By: S/
                         Name: Gary Sobczak
                         Title: CFO



                     Address for Notice:

                     Deephaven Private Placement Trading Ltd.
                     c/o Deephaven Capital Management LLC
                     130 Cheshire Lane
                     Minnetonka, MN 55305
                     Facsimile No.: (612) 249-5300
                     Attn:    Bruce Lieberman

                     With copies to:

                     Robinson Silverman Pearce Aronsohn & Berman LLP
                     1290 Avenue of the Americas
                     New York, NY  10104
                     Facsimile No.:  (212) 541-4630 and (212) 541-1432
                     Attn:  Eric L. Cohen, Esq.



                     HARP INVESTORS LLC


                     By: S/
                         Name: Daniel Saks
                         Title: Managing Director



                     Address for Notice:

                     Harp Investors LLC
                     c/o WEC Asset Management LLC
                     110 Colabaugh Pond Road
                     Croton-on-Hudson, NY 10520
                     Facsimile No.: (914) 271-0889
                     Attn: Danny Saks



                  SIGNATURE PAGES TO REGISTRATION RIGHTS AGREEMENT
<PAGE>


                     With copies to:

                     Robinson Silverman Pearce Aronsohn & Berman LLP
                     1290 Avenue of the Americas
                     New York, NY  10104
                     Facsimile No.:  (212) 541-4630 and (212) 541-1432
                     Attn:  Eric L. Cohen, Esq.



                SIGNATURE PAGES TO REGISTRATION RIGHTS AGREEMENT
<PAGE>

                                     ANNEX A

                              PLAN OF DISTRIBUTION


         The Selling Stockholders and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of Common Stock on any stock exchange, market or trading facility on which the
shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. The Selling Stockholders may use any one or more of the
following methods when selling shares:

-        ordinary brokerage transactions and transactions in which the
         broker-dealer solicits purchasers;

-        block trades in which the broker-dealer will attempt to sell the shares
         as agent but may position and resell a portion of the block as
         principal to facilitate the transaction;

-        purchases by a broker-dealer as principal and resale by the
         broker-dealer for its account;

-        an exchange distribution in accordance with the rules of the applicable
         exchange;

-        privately negotiated transactions;

-        short sales

-        broker-dealers may agree with the Selling Stockholders to sell a
         specified number of such shares at a stipulated price per share;

-        a combination of any such methods of sale; and

-        any other method permitted pursuant to applicable law.

         The Selling Stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

         The Selling Stockholders may also engage in short sales against the
box, puts and calls and other transactions in securities of the Company or
derivatives of Company securities and may sell or deliver shares in connection
with these trades. The Selling Stockholders may pledge their shares to their
brokers under the margin provisions of customer agreements. If a Selling
Stockholder defaults on a margin loan, the broker may, from time to time, offer
and sell the pledged shares. The Selling Stockholders have advised the Company
that they have not entered into any agreements, understandings or arrangements
with any underwriters or broker-dealers regarding the sale of their shares other
than ordinary course brokerage arrangements, nor is there an underwriter or
coordinating broker acting in connection with the proposed sale of shares by the
Selling Stockholders.

         Broker-dealers engaged by the Selling Stockholders may arrange for
other brokers-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the


                                       ANNEX A-1.
<PAGE>


Selling Stockholders (or, if any broker-dealer acts as agent for the
purchaser of shares, from the purchaser) in amounts to be negotiated. The
Selling Stockholders do not expect these commissions and discounts to exceed
what is customary in the types of transactions involved.

         The Selling Stockholders and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.

         The Company is required to pay all fees and expenses incident to the
registration of the shares, including fees and disbursements of counsel to the
Selling Stockholders. The Company has agreed to indemnify the Selling
Stockholders against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.



                                       ANNEX A-2.