EXHIBIT 4.1

                          REGISTRATION RIGHTS AGREEMENT

     REGISTRATION RIGHTS AGREEMENT (the "Agreement"),  dated as of ____________,
2000,  executed  and  delivered  by  Net/Tech  International,  Inc.,  a Delaware
corporation  (the  "Company")  which has its principal  place of business at One
West Front street,  Suite 30,Red Bank, New Jersey 07701, in favor of the Holders
(as defined below) whose names appear on Exhibit A annexed hereto.

                                    RECITALS

     WHEREAS,  simultaneously with the execution and delivery of this Agreement,
the  Company,  pursuant to terms and  conditions  set forth in the  Confidential
Private  Offering  Memorandum of the Company,  dated May 2, 2000,  including the
exhibits thereto and any and all supplements thereof and amendments thereto, and
all documents incorporated by reference therein (collectively, the "Memorandum")
is offering (the "Offering") up to 3,000,000  shares  ("Shares") of Common Stock
(the "Common Stock") through First Montauk Securities Corp., as placement agent;

     WHEREAS,  pursuant to the Offering, the Shares are being offered on a "best
efforts all or none" basis as to 2,000,000  shares and on a "best efforts" basis
as to the remaining 1,000,000 Shares;

     WHEREAS, the terms and conditions of the Offering provide for the execution
and delivery of this  Agreement by the Company and grant to all  subscribers  in
the Offering the rights contained herein.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged by the Company,  the Company hereby
agrees as follows:

1.   PIGGYBACK REGISTRATION.

(a) If at any time the Company  proposes to prepare and file with the Securities
and  Exchange  Commission  (the "SEC") one or more  registration  statements  or
amendments, including post-effective amendments, or supplements thereto covering
any equity or debt  securities  of the Company,  or any such  securities  of the
Company  held by its  stockholders,  other than in  connection  with a merger or
acquisition or pursuant to a  registration  statement on Form S-4 or Form S-8 or
any successor form (for purposes of this Section 1,  collectively,  a "Piggyback
Registration Statement"),  the Company will give written notice of its intention
to do so by  registered  or  certified  mail  ("Notice"),  at least  thirty (30)
business days prior to the filing of each such Piggyback Registration Statement,
to each Person (as defined  below) who holds Shares (such Shares are referred to
herein as the  "Registrable  Shares")  and each of the  successors,  assigns and
transferees of each of such Persons (individually,  a "Holder" and collectively,
"Holders").   "Person"  as  used  herein   shall  mean  any   individual,   sole
proprietorship,  partnership,  corporation,  association,  joint venture, trust,
unincorporated  entity or other  entity,  or the  government  of any  country or
sovereign  state,  or of any state,  province,  municipality  or other political
subdivision  thereof.  Upon the  written  request of a Holder or  Holders,  made
within  twenty (20) days after receipt of the Notice,  that the Company  include
any or all of the Registrable Shares held by such Holder or Holders  ("Piggyback
Securities") in the proposed Piggyback Registration Statement (each such Holder,
a  "Requesting  Holder"),  the Company  shall use its best efforts to cause such
Piggyback  Registration  Statement to be declared effective under the Securities
Act of 1933, as amended (the "Act"), by the SEC, so as to permit the public sale
by the Requesting Holders of their Piggyback Securities pursuant thereto, at the
Company's  sole cost and  expense  and at no cost or expense  to the  Requesting
Holder (other than any underwriting or other  commissions,  discounts or fees of
any counsel or advisor to the Holder  which  shall be payable by the Holder,  as
further provided in Section 4(d) hereof) (the "Piggyback Registration").

(b) If securities are proposed to be offered for sale pursuant to such Piggyback
Registration  Statement by other  security  holders of the Company and the total
number of the Securities to be offered by the Requesting  Holders and such other
selling  security  holders is required to be reduced  pursuant to a request from
the  underwriter  or  managing  underwriter  (which  request  shall  be  made in
writing), the aggregate

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number of Piggyback  Securities to be offered by the Requesting Holders pursuant
to such Piggyback  Registration Statement shall equal the number which bears the
same ratio to the maximum number of securities  that the underwriter or managing
underwriter  believes  may be  included  for all the  selling  security  holders
(including  the  Requesting   Holders)  as  the  original  number  of  Piggyback
Securities  proposed  to be sold by the  Requesting  Holders  bears to the total
original number of securities  proposed to be offered by the Requesting  Holders
and the other selling securityholders.

(c) Notwithstanding the preceding  provisions of this Section, the Company shall
have the right at any time after it shall have given written notice  pursuant to
this Section 1  (irrespective  of whether any written  request for  inclusion of
Piggyback  Securities  shall  have  already  been made) to elect not to file any
proposed Piggyback  Registration Statement contemplated pursuant to this Section
1, or to  withdraw  the same after the filing  but prior to the  effective  date
thereof.

2.   AUTOMATIC REGISTRATION.

(a) In the event that the  Company  has not  registered  all of the  Registrable
Securities pursuant to Section 1 hererof within 180 days of the final closing of
the Offering then the Company shall use its best efforts to file a  registration
statement  with the SEC,  at the sole  expense  of the  Company,  and such other
documents,  including  a  prospectus,  as may be  necessary  (in the  opinion of
counsel for the Company),  in order to comply with the provisions of the Act, so
as to permit the  public  sale of the  Registrable  Shares by the  Holders.  The
registration  statement required to be filed pursuant to this Section 2 shall be
filed within 15 days of expiration of such 180 day period, and the Company shall
use its best efforts to obtain  effectiveness of the  registration  statement so
filed as soon as possible.

 (b) Once effective, the Company covenants and agrees to use its best efforts to
maintain the  effectiveness of the  Registration  Statement until the earlier of
(i) 12 months  following  the date of  effectiveness,  or (ii) the date that the
Holders of the  Registrable  Shares receive an opinion of counsel to the Company
that all of the Registrable  Shares may be freely traded (without  limitation or
restriction  as to quantity or timing and  without  registration  under the Act)
pursuant to Rule 144 or otherwise,  except that, the Company may suspend the use
of the Registration Statement for a period not to exceed 45 days in any 12-month
period for valid  business  reasons (not  including  avoidance of the  Company's
obligations  hereunder),  including the  acquisition  or  divestiture of assets,
public filings with the SEC, pending corporate developments and similar events.

3. REGISTRABLE  SHARES.  For purposes of this Agreement,  the term  "Registrable
Shares" shall also include any securities issued or issuable with respect to the
Shares  by  way of  stock  dividend  or  stock  split  or in  connection  with a
combination  of  shares,   recapitalization,   merger,  consolidation  or  other
reorganization or otherwise.  For purposes hereof, the term "Registrable Shares"
shall  include all Shares sold by the Company in the Offering.  Anything  herein
contained to the contrary notwithstanding, the term "Registrable Shares" as used
in this  Agreement  shall not  include,  Shares  after  they have been sold by a
Holder pursuant to an effective  Registration  Statement under the Act or Shares
which may be sold without volume limitation pursuant to Rule 144k.

4. ADDITIONAL COVENANTS OF THE COMPANY WITH RESPECT TO REGISTRATION. The Company
covenants and agrees as follows:

(a) In connection with any registration under Section 2 above, the Company shall
file the Registration  Statement as  expeditiously as possible,  but in no event
later than ten (10)  business  days  following  expiration of the 180 day period
referenced  in  Section 2, and use its best  efforts  to have such  Registration
Statement declared effective at the earliest possible time.

 (b) In connection  with any  registration  of  Registrable  Shares  pursuant to
Sections 1 or 2 above,  the Company  shall  furnish  each Holder of  Registrable
Shares  included in a  Registration  Statement  with such  reasonable  number of
copies  of such  Registration  Statement,  related  preliminary  prospectus  and
prospectus meeting the requirements of the Act, and other documents necessary or
incidental to the registration and

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public offering of such Registrable Shares, as shall be reasonably  requested by
the  Holder  to  permit  the  Holder  to  make a  public  distribution  of  such
Registrable Shares.

(c) If any  stop  order  shall  be  issued  by the SEC in  connection  with  any
Registration Statement filed pursuant to Sections 1 or 2 above, the Company will
use its best  efforts  to obtain  the  removal  of such  order.  Any stop  order
declared by the SEC, or any registration  statement  prepared and filed pursuant
hereto due to a material  misstatement  or  omission  on behalf of the  Company,
shall be without penalty to any of the registration rights granted hereunder.

(d) The Company shall pay all costs,  fees, and expenses in connection  with all
Registration  Statements  filed  pursuant to Sections 1 and 2 above,  including,
without limitation,  the Company's legal and accounting fees, printing expenses,
and blue sky fees and  expenses;  provided,  however,  that the Holders shall be
solely  responsible  for the fees of any  counsel  retained  by the  Holders  in
connection  with  such  registration  and any  transfer  taxes  or  underwriting
discounts,  commissions or fees applicable to the Registrable Shares sold by the
Holders pursuant thereto.

(e) The Company will use its best efforts to qualify,  at its sole expense,  any
Registrable Shares included in a Registration  Statement for sale in such states
as the Holders of such securities  shall  reasonably  request,  provided that no
such  qualification  will be required  in any  jurisdiction  where,  solely as a
result thereof, the Company would be subject to general service of process or to
taxation  or  qualification  as a foreign  corporation  doing  business  in such
jurisdiction.

5.   INDEMNIFICATION.

(a) In the event of any  registration  of any the  Registrable  Shares under the
Act, the Company shall  indemnify and hold harmless each Holder,  the affiliates
of each such Holder, the directors,  partners, officers, employees and agents of
each such Holder and any person who controls any such Holder  within the meaning
of the Act or the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
Act"),  against any and all losses,  claims,  damages or  liabilities,  joint or
several,  to which they or any of them may  become  subject  under the Act,  the
Exchange Act or other Federal or State  statutory law or  regulation,  at common
law or otherwise,  insofar as such losses,  claims,  damages or liabilities  (or
actions in respect  thereof)  caused by,  arising  out of or based on any untrue
statement  or alleged  untrue  statement  of a material  fact  contained  in any
registration  statement under which such  securities  were registered  under the
Act,  any  preliminary  prospectus,   final  prospectus  or  summary  prospectus
contained therein,  or any amendment or supplement  thereto,  or arise out of or
are based upon any omission or alleged omission to state therein a material fact
required to be stated  therein or necessary to make the  statements  therein not
misleading,  and agrees to reimburse each such  indemnified  party, as incurred,
for any legal or other expenses  reasonably  incurred by them in connection with
investigating or defending any such loss,  claim,  damage,  liability or action;
provided,  however,  that (i) the Company  will not be liable in any case to the
extent that any such loss, claim,  damage or liability arises out of or is based
upon any such  untrue  statement  or alleged  untrue  statement  or  omission or
alleged  omission made therein in reliance  upon and in conformity  with written
information  furnished  to  the  Company  by or on  behalf  of any  such  Holder
specifically for inclusion  therein,  (ii) the Company will not be liable to any
indemnified   party  under  this   indemnity   agreement  with  respect  to  any
Registration  Statement or Prospectus  to the extent that any such loss,  claim,
damage  or  liability  of such  indemnified  party  results  from the use of the
Prospectus  during a period when the use of the Prospectus has been suspended in
accordance  with Section 4(c) hereof,  provided that the Holders  received prior
notice of such suspension, which notice shall be deemed to have been received by
such  Holders  within 48 hours after the giving  thereof;  and (iii) the Company
shall not be liable to any  indemnified  party with  respect to any  preliminary
Prospectus to the extent that any such loss, claim,  damage or liability of such
indemnified  party  results  from the fact  that  such  indemnified  party  sold
Registrable Securities to a person as to whom there was not sent or given, at or
prior to the written  confirmation  of such sale, a copy of the Prospectus or of
the Prospectus as then amended or  supplemented  in any case where such delivery
is  required  by the Act,  if the  loss,  claim,  damage  or  liability  of such
indemnified  party  results  from an untrue  statement or omission of a material
fact  contained  in  the  preliminary  Prospectus  which  was  corrected  in the
Prospectus or in the Prospectus as then amended or supplemented.  This indemnity
agreement  will be in addition to any liability  which the Company may otherwise
have. The Company also agrees to indemnify and provide contribution

<PAGE>

to each person who may be deemed to be an underwriter  (for purposes of the Act)
with respect to the Registrable Shares ("Underwriter" or "Underwriters"),  their
officers and directors,  and each person who controls each such Underwriter,  on
substantially the same basis as that of the  indemnification of and contribution
to the Holders provided in this Section 5.

(b)  As  a  condition  to  including  any  of  the  Registrable  Shares  in  any
registration  statement  filed  pursuant  to this  Agreement,  the Holder of the
Registrable  Shares,  as a prospective  seller of the Registrable  Shares hereby
agrees to indemnify and hold harmless (in the same manner and to the same extent
as set forth in subdivision (a) of this Section 5) the Company, each director of
the Company, each officer, employee or agent of the Company and each Underwriter
of the  Registrable  Shares  and each  other  person or  entity,  if any,  which
controls  the Company or such  Underwriter  within the meaning of the Act,  with
respect  to any  statement  or  alleged  statement  in, or  omission  or alleged
omission  from,  such  registration   statement,   any  preliminary  Prospectus,
Prospectus  or  summary  Prospectus  contained  therein,  or  any  amendment  or
supplement  thereto,  if such  statement  or alleged  statement  or  omission or
alleged  omission  was made in  reliance  upon and in  conformity  with  written
information furnished to the Company by the Holder for use in the preparation of
such  registration  statement,   preliminary  Prospectus,   Prospectus,  summary
Prospectus,  amendment or supplement.  Any such  indemnity  shall remain in full
force and effect,  regardless of any  investigation  made by or on behalf of the
Company or any such director,  officer or  controlling  person and shall survive
the transfer of such securities by Holder.  Anything in this Agreement contained
to the contrary notwithstanding the liability of each Holder for indemnification
or contribution hereunder shall be limited to the amount of proceeds received by
such Holder in the Offering giving rise to such liability.

(c) Promptly after receipt by an indemnified party of notice of the commencement
of any action or  proceeding  involving  a claim  referred  to in the  preceding
subdivisions  of this  Section 5, such  indemnified  party  will,  if a claim in
respect thereof is to be made against an indemnifying party, give written notice
to the latter of the  commencement of such action,  provided that the failure of
any  indemnified  party to give notice as provided  herein shall not relieve the
indemnifying  party of its obligations under the preceding  subdivisions of this
Section  5,  except to the  extent  that the  indemnifying  party is  materially
prejudiced  by such failure to give  notice.  In case any such action is brought
against an indemnified  party,  unless in such  indemnified  party's  reasonable
judgment a conflict  of  interest  between  such  indemnified  and  indemnifying
parties  may exist in respect of such  claim,  the  indemnifying  party shall be
entitled to participate in and to assume the defense  thereof,  jointly with any
other indemnifying party similarly notified, to the extent that the indemnifying
party may wish, with counsel reasonably  satisfactory to such indemnified party,
and after notice from the indemnifying  party to such  indemnified  party of its
election so to assume the defense thereof,  the indemnifying  party shall not be
liable to such  indemnified  party for any legal or other expenses  subsequently
incurred  by the  latter in  connection  with the  defense  thereof  other  than
reasonable costs of  investigation.  Notwithstanding  the  indemnifying  party's
election to appoint counsel to represent the indemnified party in an action, the
indemnified  party shall have the right to employ  separate  counsel  (including
local counsel), and the indemnifying party shall bear the reasonable fees, costs
and  expenses of such  separate  counsel  (and local  counsel) if (i) the use of
counsel  chosen by the  indemnifying  party to represent the  indemnified  party
would  present  such  counsel  with a conflict of  interest,  (ii) the actual or
potential  defendants  in, or  targets  of,  any such  action  include  both the
indemnified  party and the  indemnifying  party and the indemnified  party shall
have  reasonably  concluded  that there may be legal  defenses  available  to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party, (iii) the indemnifying party shall not have
employed  counsel  satisfactory  to  the  indemnified  party  to  represent  the
indemnified  party within a reasonable  time after notice of the  institution of
such action or (iv) the indemnifying party shall authorize the indemnified party
to  employ  separate  counsel  at the  expense  of the  indemnifying  party.  An
indemnified  party shall not settle or compromise  any action for which it seeks
indemnification  or contribution  hereunder without the prior written consent of
the indemnifying  party,  which consent shall not be unreasonably  withheld.  An
indemnifying   party  will  not,  without  the  prior  written  consent  of  the
indemnified  parties,  settle  or  compromise  or  consent  to the  entry of any
judgment  with  respect to any  pending or  threatened  claim,  action,  suit or
proceeding in respect of which  indemnification  or  contribution  may be sought
hereunder  (whether  or not the  indemnified  parties  are  actual or  potential
parties to such claim or action) unless such

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settlement,  compromise  or consent  includes an  unconditional  release of each
indemnified party from all liability arising out of such claim,  action, suit or
proceeding.

(d) In the  event  that  the  indemnity  provided  in  Section  5(a)  or 5(b) is
unavailable to or  insufficient  to hold harmless an  indemnified  party for any
reason,  then each applicable  indemnifying  party, in lieu of indemnifying such
indemnified party, shall contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in connection
with  investigating  or defending  same)  (collectively  "losses") to which such
indemnified party may be subject in such proportion as is appropriate to reflect
the relative benefits received by such indemnifying  party, on the one hand, and
such indemnified party, on the other hand, from the Registration Statement which
resulted in such losses.

(e) The  provisions  of this  Section 5 shall  remain in full  force and  effect
regardless  of any  investigation  made by or on  behalf  of any  Holder  or the
Company or any other persons who are entitled to indemnification pursuant to the
provisions  of this  Section  5, and  shall  survive  the  sale by a  Holder  of
Registrable Shares pursuant to the Registration Statement.

6. AMENDMENTS. This Agreement may not be amended, modified or supplemented,  and
waivers of or consents to departures  from the  provisions of this Agreement may
not be given,  unless it would not have an adverse effect upon the rights of any
of the Holders and the Company has obtained the written  consent of Holders then
holding a majority of the Registrable Shares.

7.  NOTICES.  Except as  otherwise  provided  in this  Agreement,  all  notices,
requests and other  communications  (which  shall  include  publication)  to any
person  provided  for  hereunder  shall be in writing and shall be given by hand
delivery,  registered or certified  mail or by any courier  providing  overnight
delivery (i) if to the Company or the initial  Holder,  at the address set forth
in the Subscription Agreement and (ii) if to a subsequent Holder, to the address
set forth on the books and records of the Company. All such notices, requests or
communications shall not be effective until received.

8. ASSIGNMENT.  This Agreement shall be binding upon and inure to the benefit of
and be enforceable by the parties  hereto.  In addition,  and whether or not any
express  assignment shall have been made, the provisions of this Agreement which
are for the benefit of Holder  shall also be for the benefit of and  enforceable
by any subsequent holder of the Registrable Shares.  Holder agrees, by accepting
any portion of the Registrable  Shares after the date hereof,  to the provisions
of this Agreement.

9.   GOVERNING LAW.

(a) THIS AGREEMENT  SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE  WITH, AND THE
RIGHTS OF THE PARTIES  SHALL BE  GOVERNED  BY, THE LAWS OF THE STATE OF DELAWARE
WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICTS OF LAWS.

(b) Each of the  Company  and  Holder  hereby  irrevocably  and  unconditionally
consents to submit to the exclusive  jurisdiction  of the United States District
Court  for  the  District  of New  Jersey  (the  "New  Jersey  Courts")  for any
litigation  arising out of or relating to this  Agreement  and the  transactions
contemplated  hereby (and agrees not to commence any litigation relating thereto
except in such courts),  waives any objection to the laying of venue of any such
litigation  in the New Jersey  Courts and agrees not to plead or claim that such
litigation  brought in any New York Jersey has been  brought in an  inconvenient
forum.

10. COUNTERPARTS.  This Agreement may be executed by facsimile and may be signed
simultaneously  in any number of counterparts,  each of which shall be deemed an
original,  but all such counterparts shall together  constitute one and the same
instrument.

11. ENTIRE  AGREEMENT.  This Agreement  embodies the entire agreement of between
the Company  relating  to the subject  matter  hereof and  supersedes  all prior
agreements and understandings relating to such subject matter.

<PAGE>

12. SEVERABILITY. If any provision of this Agreement, or the application of such
provisions to any person or circumstance,  shall be held invalid,  the remainder
of  this  Agreement,  or  the  application  of  such  provision  to  persons  or
circumstances  other  than  those  to  which it is held  invalid,  shall  not be
affected thereby.

13.  THIRD PARTY  BENEFICIARIES.  The Holders  from time to time shall each be a
third party beneficiary of the agreements of the Company contained herein.

14.  HEADINGS.  The headings  which are contained in this  Agreement are for the
sole  purpose of  convenience  of  reference,  and shall not limit or  otherwise
affect the interpretation of any of the provisions hereof.

15. FURTHER ASSURANCES. The Company will from time to time after the date hereof
take any and all  actions,  and  execute,  acknowledge  and  deliver any and all
documents and instruments,  at its cost and expense, as any Holder may from time
to time reasonably  request in order to more fully perfect or protect the rights
intended to be granted to it hereunder.

16.  INTERPRETATION.  As used in this  Agreement,  unless the context  otherwise
requires: words describing the singular number shall include the plural and vice
versa;  words  denoting any gender shall  include all  genders;  words  denoting
natural persons shall include corporations, partnerships and other entities, and
vice versa;  and the words  "hereof",  "herein"  and  "hereunder",  and words of
similar  import,  shall  refer  to this  Agreement  as a  whole,  and not to any
particular provision of this Agreement.

17. WAIVER.  The failure of the Company or any Holder to at any time enforce any
of the  provisions  of this  Agreement  shall not be deemed or construed to be a
waiver of any such  provision,  nor to in any way  affect the  validity  of this
Agreement or any  provision  hereof or the right of the Company or any Holder to
thereafter enforce each and every provision of this Agreement.

18.  AGENT FOR  HOLDERS.  The Company and the  Holders  hereby  agree that First
Montauk  Securities  Corp.  may, at the  election of the  Holders  evidenced  by
written  notice  to the  Company,  serve as agent on behalf  of the  Holders  in
connection with the receipt or delivery of any required notice hereunder.

     IN WITNESS  WHEREOF,  the  undersigned has duly executed and delivered this
Agreement as of the date first above written.

NET/TECH INTERNATIONAL, INC.


By:____________________________
Name:
Title:

HOLDERS

NAME                                ADDRESS                            SHARES