EXHIBIT 10.9 TO FORM 8-K (AND EXHIBIT 10.8 TO COMMON STOCK PURCHASE AGREEMENT)


                          REGISTRATION RIGHTS AGREEMENT


          THIS  REGISTRATION  RIGHTS  AGREEMENT,  dated as of  January  4,  2001
between Northwind Associates,  Inc.  ("Purchaser") and  AbsoluteFuture.com  (the
"Company").

          WHEREAS,  simultaneously  with  the  execution  and  delivery  of this
Agreement,  pursuant to a Common Stock Purchase  Agreement  dated as of the date
hereof (the "Purchase  Agreement") by and between the Purchaser and the Company,
the  Purchaser  has  committed to purchase up to  $10,000,000  of the  Company's
Common Stock (terms not defined herein shall have the meanings  ascribed to them
in the Purchase  Agreement) and a warrant to purchase Common Stock ("Warrants");
and

          WHEREAS,   the  Company   desires  to  grant  to  the   Purchaser  the
registration  rights set forth  herein with respect to the Shares and the shares
issuable  upon  exercise of the Warrants  from time to time  (collectively,  the
"Securities").

          NOW, THEREFORE, the parties hereto mutually agree as follows:

          Section 1.   REGISTRABLE   SECURITIES.    As  used   herein  the  term
                       ------------------------
"Registrable  Security"  means all Securities  that have not been (i) sold under
the Registration Statement, (ii) sold under circumstances under which all of the
applicable conditions of Rule 144 (or any similar provision then in force) under
the Securities Act ("Rule 144") are met, (iii) otherwise  transferred to persons
who may trade such Securities without  restriction under the Securities Act, and
the Company has delivered a new  certificate  or other evidence of ownership for
such Securities not bearing a restrictive  legend or (iv) sold without any time,
volume or manner  limitations  pursuant to Rule 144(k) (or any similar provision
then in effect)  under the  Securities  Act. The term  "Registrable  Securities"
means any and/or all of the Securities  falling within the foregoing  definition
of a  "Registrable  Security."  In  the  event  of any  merger,  reorganization,
consolidation, recapitalization or other change in corporate structure affecting
the Common Stock,  such adjustment  shall be deemed to be made in the definition
of "Registrable  Security" as is appropriate in order to prevent any dilution or
enlargement of the rights granted pursuant to this Agreement.

          Section 2.   RESTRICTIONS ON TRANSFER. The Purchaser  acknowledges and
                       ------------------------
understands  that  in  the  absence  of  an  effective   Registration  Statement
authorizing the resale of the Securities as provided herein,  the Securities are
"restricted  securities" as defined in Rule 144. The Purchaser  understands that
no  disposition  or transfer of the  Securities  may be made by Purchaser in the
absence of (i) an opinion of  counsel to the  Purchaser,  in form and  substance
reasonably  satisfactory to the Company,  that such transfer may be made without
registration under the Securities Act or (ii) such registration.

          With a view to making  available to the Purchaser the benefits of Rule
144, the Company agrees to:

               (a)     comply with the provisions of paragraph (c)(1)of Rule 144
;and


<PAGE>


               (b)     file with the  Commission  in a timely manner all reports
and other documents  required to be filed by the Company  pursuant to Section 13
or 15(d) under the Exchange  Act; and, if at any time it is not required to file
such reports but in the past had been required to or did file such  reports,  it
will,  upon the request of the Purchaser,  make available  other  information as
required  by,  and so long as  necessary  to permit  sales of,  its  Registrable
Securities pursuant to Rule 144.

          Section 3.   REGISTRATION RIGHTS WITH RESPECT TO THE SECURITIES.
                       --------------------------------------------------

               (a)     The  Company  agrees  that it will  prepare and file with
the Securities and Exchange  Commission  ("Commission"),  within sixty (60) days
after the date  hereof,  a  registration  statement  (on Form S-3 and/or S-1, or
other appropriate form of registration  statement) under the Securities Act (the
"Registration  Statement"),  at the  sole  expense  of the  Company  (except  as
provided in Section 3(c)  hereof),  in respect of  Purchaser,  so as to permit a
public  offering  and  resale  of the  Securities  under the  Securities  Act by
Purchaser.

               (b)     The Company shall use  its  best  efforts  to  cause  the
Registration Statement to become effective within the earlier of (i) one hundred
twenty  (120) days of the date  hereof,  or (ii) five (5) days  after  receiving
written  notice of SEC  clearance  and will  within  said five (5) days  request
acceleration  of  effectiveness.  The  Company  will  notify  Purchaser  of  the
effectiveness  of the  Registration  Statement  within one  Trading  Day of such
event.

               (c)     The Company  will  maintain  the  Registration  Statement
or  post-effective  amendment filed under this Section 3 hereof  effective under
the  Securities  Act until the earliest of (i) the date that all the  Securities
have been disposed of pursuant to the Registration Statement, (ii) the date that
all of the  Securities  have been sold pursuant to the  Registration  Statement,
(iii) the date the holders thereof receive an opinion of counsel to the Company,
which  opinion  shall  be  reasonably  acceptable  to the  Purchaser,  that  the
Securities may be sold under the provisions of Rule 144 without limitation as to
volume,  (iv) all Securities have been otherwise  transferred to persons who may
trade such shares without  restriction under the Securities Act, and the Company
has  delivered  a new  certificate  or  other  evidence  of  ownership  for such
Securities not bearing a restrictive  legend,  or (v) all Securities may be sold
without any time,  volume or manner  limitations  pursuant to Rule 144(k) or any
similar  provision  then in effect  under the  Securities  Act in the opinion of
counsel to the Company,  which  counsel  shall be  reasonably  acceptable to the
Purchaser (the "Effectiveness Period").

               (d)     All fees,  disbursements and  out-of-pocket  expenses and
costs incurred by the Company in connection  with the  preparation and filing of
the  Registration  Statement  under  subparagraph  3(a)  and in  complying  with
applicable  securities and Blue Sky laws  (including,  without  limitation,  all
attorneys'  fees of the Company)  shall be borne by the Company.  The  Purchaser
shall  bear  the  cost of  underwriting  and/or  brokerage  discounts,  fees and
commissions,  if any, applicable to the Securities being registered and the fees
and expenses of its counsel.

               (e)     The  Purchaser  and  its counsel  shall have a reasonable
period, not to exceed five (5) Trading Days, to review the proposed Registration
Statement or any amendment


                                       2
<PAGE>


thereto, prior to filing with the Commission,  and the Company shall provide the
Purchaser with copies of any comment  letters  received from the Commission with
respect thereto within two (2) Trading Days of receipt thereof.

               (f)     The   Company  shall   make   reasonably   available  for
inspection  by  Purchaser,  any  underwriter  participating  in any  disposition
pursuant to the Registration  Statement,  and any attorney,  accountant or other
agent retained by the Purchaser or any such  underwriter all relevant  financial
and other records,  pertinent  corporate documents and properties of the Company
and its subsidiaries,  and cause the Company's officers, directors and employees
to supply all  information  reasonably  requested  by the  Purchaser or any such
underwriter,  attorney,  accountant or agent in connection with the Registration
Statement, in each case, as is customary for similar due diligence examinations.
However,  all records,  information and documents that are designated in writing
by the Company,  in good faith, as  confidential,  proprietary or containing any
material non-public  information shall be kept confidential by the Purchaser and
any such underwriter,  attorney, accountant or agent (pursuant to an appropriate
confidentiality agreement in the case of the Purchaser,  underwriter,  attorney,
accountant  or agent),  unless  such  disclosure  is made  pursuant  to judicial
process in a court  proceeding  (after first  giving the Company an  opportunity
promptly  to seek a  protective  order  or  otherwise  limit  the  scope  of the
information  sought to be  disclosed)  or is required  by law, or such  records,
information or documents  become  available to the public generally or through a
third party not in violation of an accompanying  obligation of  confidentiality.
If the foregoing  inspection and information  gathering would otherwise  disrupt
the Company's conduct of its business, such inspection and information gathering
shall, to the maximum extent possible, be coordinated on behalf of the Purchaser
and the other parties entitled thereto by one firm of counsel designed by and on
behalf of the majority in interest of Purchaser and other parties.

               (g)     The Company shall qualify any of the Securities  for sale
in  such  states  as the  Purchaser  reasonably  designates  and  shall  furnish
indemnification in the manner provided in Section 6 hereof. However, the Company
shall not be required  to qualify in any state  which will  require an escrow or
other  restriction  relating to the Company  and/or the  sellers,  or which will
require  the  Company  to qualify to do  business  in such state or require  the
Company to file therein any general consent to service of process.

               (h)     The Company at its expense will supply the Purchaser with
copies of the  Registration  Statement and the prospectus  included  therein and
other related documents in such quantities as may be reasonably requested by the
Purchaser.

               (i)     The Company shall not be required  by this  Section  3 to
include a Purchaser's  Securities in any  Registration  Statement which is to be
filed if, in the opinion of counsel for both the  Purchaser and the Company (or,
should  they not  agree,  in the  opinion  of  another  counsel  experienced  in
securities law matters  acceptable to counsel for the Purchaser and the Company)
the  proposed  offering  or other  transfer  as to which  such  registration  is
requested is exempt from applicable  federal and state securities laws and would
result in all  purchasers  or  transferees  obtaining  securities  which are not
"restricted securities", as defined in Rule 144 under the Securities Act.


                                       3

<PAGE>


               (j)     If at any time or from  time  to time after the effective
date of the  Registration  Statement,  the Company  notifies  the  Purchaser  in
writing of the  existence of a Potential  Material  Event (as defined in Section
3(k) below),  the Purchaser  shall not offer or sell any Securities or engage in
any other transaction involving or relating to Securities,  from the time of the
giving of notice with respect to a Potential  Material Event until the Purchaser
receives  written  notice from the Company that such  Potential  Material  Event
either has been  disclosed  to the public or no longer  constitutes  a Potential
Material Event (the "Suspension Period"). Notwithstanding anything herein to the
contrary,  if a Suspension  Period  occurs  during any periods  commencing  on a
Trading Day a Draw Down Notice is deemed  delivered  and ending ten (10) Trading
Days following the end of the corresponding  Draw Down Pricing Period,  then the
Company must compensate the Purchaser for any net decline in the market value of
any  Securities  committed to be purchased by the  Purchaser  through the end of
such  Suspension  Period.  Net decline  shall be  calculated  as the  difference
between the highest VWAP during the applicable Suspension Period and the VWAP on
the  Trading  Day  immediately  following  a  properly  delivered  notice to the
Purchaser that such Suspension  Period has ended. If a Potential  Material Event
shall  occur prior to the date the  Registration  Statement  is filed,  then the
Company's obligation to file the Registration Statement shall be delayed without
penalty for not more than  thirty  (30)  calendar  days.  THE COMPANY  MUST GIVE
PURCHASER  NOTICE OF THE EXISTENCE OF A POTENTIAL  MATERIAL  EVENT IN WRITING AT
LEAST TWO (2) TRADING DAYS PRIOR TO THE FIRST DAY OF ANY SUSPENSION  PERIOD,  IF
LAWFUL TO DO SO.

               (k)     "Potential Material Event" means any of the following:(i)
the  possession  by the  Company of  material  information  that is not ripe for
disclosure in a registration statement, as determined in good faith by the Chief
Executive Officer or the Board of Directors of the Company or that disclosure of
such  information  in the  Registration  Statement  would be  detrimental to the
business and affairs of the Company; or (ii) any material engagement or activity
by the  Company  which  would,  in the good  faith  determination  of the  Chief
Executive  Officer  or the  Board of  Directors  of the  Company,  be  adversely
affected  by  disclosure  in  a  registration  statement  at  such  time,  which
determination  shall be accompanied by a good faith  determination  by the Chief
Executive Officer or the Board of Directors of the Company that the Registration
Statement  would  be  materially   misleading   absent  the  inclusion  of  such
information.

          Section 4.   COOPERATION WITH COMPANY.  The  Purchaser  will cooperate
with the Company in all respects in connection  with this  Agreement,  including
timely  supplying all  information  reasonably  requested by the Company  (which
shall include all  information  regarding  the Purchaser and proposed  manner of
sale of the Registrable  Securities required to be disclosed in the Registration
Statement)  and executing and  returning all documents  reasonably  requested in
connection  with the  registration  and sale of the  Registrable  Securities and
entering into and performing its obligations  under any underwriting  agreement,
if the offering is an underwritten  offering,  in usual and customary form, with
the managing  underwriter or underwriters  of such  underwritten  offering.  The
Purchaser  shall  consent  to be named  as an  underwriter  in the  Registration
Statement.  Purchaser  acknowledges  that in accordance with current  Commission
policy,  the Purchaser will be named as the underwriter of the Securities in the
Registration Statement.


                                       4

<PAGE>


          Section 5.   REGISTRATION PROCEDURES.  If and  whenever the Company is
                       -----------------------
required by any of the provisions of this  Agreement to effect the  registration
of any of the Registrable Securities under the Securities Act, the Company shall
(except as otherwise provided in this Agreement),  as expeditiously as possible,
subject to the Purchaser's assistance and cooperation as reasonably required:

               (a)     prepare and file with the  Commission such amendments and
supplements to the Registration  Statement and the prospectus used in connection
therewith as may be necessary to keep such registration  statement effective and
to comply with the  provisions of the Securities Act with respect to the sale or
other  disposition  of all  securities  covered by such  registration  statement
whenever the Purchaser of such  Registrable  Securities  shall desire to sell or
otherwise dispose of the same (including prospectus  supplements with respect to
the sales of  securities  from time to time in  connection  with a  registration
statement  pursuant to Rule 415  promulgated  under the Securities Act) and (ii)
take all lawful action such that each of (A) the Registration  Statement and any
amendment  thereto  does  not,  when it  becomes  effective,  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 not misleading and
(B) the prospectus forming part of the Registration Statement, and any amendment
or  supplement  thereto,  does not at any time during the  Effectiveness  Period
include 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;

               (b)     prior   to  the  filing  with  the   Commission   of  any
Registration  Statement  (including any amendments thereto) and the distribution
or delivery of any prospectus (including any supplements thereto), provide draft
copies  thereof to the Purchaser and reflect in such documents all such comments
as the Purchaser  (and its counsel)  reasonably  may propose and (ii) furnish to
the  Purchaser  such numbers of copies of a prospectus  including a  preliminary
prospectus or any amendment or supplement to any prospectus,  as applicable,  in
conformity  with  the  requirements  of  the  Securities  Act,  and  such  other
documents,  as the Purchaser may  reasonably  request in order to facilitate the
public sale or other disposition of the securities owned by the Purchaser;

               (c)     register and qualify the  Registrable Securities  covered
by the  Registration  Statement  under  New York blue sky laws  (subject  to the
limitations set forth in Section 3(g) above),  and do any and all other acts and
things which may be reasonably necessary or advisable to enable the Purchaser to
consummate  the public sale or other  disposition  in such  jurisdiction  of the
securities  owned by the  Purchaser,  except that the Company  shall not for any
such purpose be required to qualify to do business as a foreign  corporation  in
any  jurisdiction  wherein it is not so qualified or to file therein any general
consent to service of process;

               (d)     list such Registrable Securities on the Principal Market,
and any other  exchange on which the Common Stock of the Company is then listed,
if the listing of such Registrable  Securities is then permitted under the rules
of such exchange or the Nasdaq Stock Market;


                                       5

<PAGE>


               (e)     notify  the  Purchaser  at any  time  when  a  prospectus
relating  thereto  covered  by the  Registration  Statement  is  required  to be
delivered  under the  Securities  Act, of the happening of any event of which it
has knowledge as a result of which the prospectus  included in the  Registration
Statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material  fact  required to be stated  therein or  necessary to
make the  statements  therein not  misleading in the light of the  circumstances
then existing, and the Company shall prepare and file a curative amendment under
Section 5(a) as quickly as commercially possible;

               (f)     as  promptly  as  practicable  after  becoming  aware  of
such event,  notify the Purchaser who holds  Registrable  Securities  being sold
(or, in the event of an underwritten offering, the managing underwriters) of the
issuance by the  Commission  or any state  authority  of any stop order or other
suspension of the  effectiveness of the  Registration  Statement at the earliest
possible time and take all lawful action to effect the withdrawal,  recission or
removal of such stop order or other suspension;

               (g)     cooperate with the Purchaser  to  facilitate  the  timely
preparation  and delivery of certificates  for the Registrable  Securities to be
offered pursuant to the Registration  Statement and enable such certificates for
the Registrable  Securities to be in such denominations or amounts,  as the case
may be, as the Purchaser  reasonably may request and registered in such names as
the Purchaser may request, pursuant to the Purchase Agreement.

               (h)     take all such other lawful actions  reasonably  necessary
to expedite and facilitate the  disposition by the Purchaser of its  Registrable
Securities  in accordance  with the intended  methods  therefor  provided in the
prospectus which are customary for issuers to perform under the circumstances;

               (i)     in  the  event  of  an  underwritten  offering,  promptly
include or incorporate in a prospectus supplement or post-effective amendment to
the  Registration  Statement  such  information  as  the  managing  underwriters
reasonably  agree  should be included  therein and to which the Company does not
reasonably object and make all required filings of such prospectus supplement or
post-effective  amendment  as soon as  practicable  after it is  notified of the
matters  to be  included  or  incorporated  in  such  prospectus  supplement  or
post-effective amendment; and

               (j)     maintain a transfer agent for its Common Stock.

          Section 6.   INDEMNIFICATION.
                       ---------------

               (a)     The Company agrees to indemnify  and  hold  harmless  the
Purchaser and each person, if any, who controls the Purchaser within the meaning
of the Securities Act  ("Distributing  Purchaser")  against any losses,  claims,
damages or liabilities,  joint or several (which shall, for all purposes of this
Agreement,  include,  but not be limited to, all reasonable costs of defense and
investigation  and all reasonable  attorneys'  fees), to which the  Distributing
Purchaser may become subject, under the Securities Act or otherwise,  insofar as
such losses,  claims,  damages or  liabilities  (or actions in respect  thereof)
arise out of or are based upon any untrue  statement or alleged untrue statement
of any material fact  contained in the  Registration


                                       6

<PAGE>


Statement, or any related preliminary prospectus,  final prospectus or amendment
or supplement thereto, or arise out of or are based upon the omission or alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary to make the statements therein not misleading; provided, however, that
the  Company  will not be liable in any such  case to the  extent  that any such
loss,  claim,  damage  or  liability  arises  out of or is based  upon an untrue
statement or alleged  untrue  statement or omission or alleged  omission made in
the  Registration  Statement,   preliminary  prospectus,   final  prospectus  or
amendment  or  supplement  thereto in reliance  upon,  and in  conformity  with,
written  information  furnished  to the  Company by the  Distributing  Purchaser
specifically  for use in the  preparation  thereof.  This Section 6(a) shall not
inure to the benefit of any  Distributing  Purchaser  with respect to any person
asserting such loss,  claim,  damage or liability who purchased the  Registrable
Securities which are the subject thereof if the Distributing Purchaser failed to
send or give (in violation of the  Securities  Act or the rules and  regulations
promulgated  thereunder) a copy of the prospectus contained in such Registration
Statement to such person at or prior to the written  confirmation to such person
of the sale of such Registrable Securities, where the Distributing Purchaser was
obligated  to do so  under  the  Securities  Act or the  rules  and  regulations
promulgated  thereunder.  This  indemnity  agreement  will be in addition to any
liability which the Company may otherwise have.

               (b)     Each Distributing Purchaser agrees that it will indemnify
and hold  harmless the  Company,  and each  officer,  director of the Company or
person,  if any, who controls the Company  within the meaning of the  Securities
Act, against any losses,  claims,  damages or liabilities  (which shall, for all
purposes of this Agreement, include, but not be limited to, all reasonable costs
of defense and  investigation  and all reasonable  attorneys' fees) to which the
Company or any such officer,  director or controlling  person may become subject
under the Securities Act or otherwise,  insofar as such losses,  claims, damages
or  liabilities  (or actions in respect  thereof) arise out of or are based upon
any untrue  statement or alleged untrue statement of any material fact contained
in the Registration  Statement,  or any related  preliminary  prospectus,  final
prospectus or amendment or supplement thereto, or arise out of or are based upon
the omission or the alleged  omission to state  therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
but in each case only to the extent that such untrue statement or alleged untrue
statement  or  omission  or  alleged  omission  was  made  in  the  Registration
Statement,  preliminary prospectus,  final prospectus or amendment or supplement
thereto in reliance upon, and in conformity with, written information  furnished
to the  Company  by  such  Distributing  Purchaser  specifically  for use in the
preparation  thereof.  This  indemnity  agreement  will  be in  addition  to any
liability which the Distributing  Purchaser may otherwise have.  Notwithstanding
anything to the contrary herein, the Distributing  Purchaser shall not be liable
under this  Section  6(b) for any amount in excess of the net  proceeds  to such
Distributing  Purchaser  as a  result  of the  sale  of  Registrable  Securities
pursuant to the Registration Statement.

               (c)     Promptly after receipt by an indemnified party under this
Section 6 of notice of the commencement of any action,  such  indemnified  party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 6, notify the indemnifying party of the commencement thereof;
but the  omission  so to notify  the  indemnifying  party will not  relieve  the
indemnifying party from any liability which it may have to any indemnified party
except to the extent of actual prejudice demonstrated by the indemnifying party.
In case any such


                                       7

<PAGE>


action  is  brought  against  any  indemnified   party,   and  it  notifies  the
indemnifying party of the commencement  thereof,  the indemnifying party will be
entitled to  participate  in, and, to the extent that it may wish,  jointly with
any other  indemnifying  party similarly  notified,  assume the defense thereof,
subject to the provisions  herein stated and after notice from the  indemnifying
party to such  indemnified  party  of its  election  so to  assume  the  defense
thereof,  the indemnifying  party will not be liable to such  indemnified  party
under this Section 6 for any legal or other  expenses  subsequently  incurred by
such  indemnified  party in  connection  with the  defense  thereof  other  than
reasonable  costs of  investigation,  unless the  indemnifying  party  shall not
pursue the action to its final conclusion.  The indemnified party shall have the
right to employ  separate  counsel in any such action and to  participate in the
defense  thereof,  but the fees and expenses of such counsel shall not be at the
expense of the  indemnifying  party if the  indemnifying  party has  assumed the
defense of the action with counsel  reasonably  satisfactory  to the indemnified
party; provided that if the indemnified party is the Distributing Purchaser, the
fees and  expenses of such counsel  shall be at the expense of the  indemnifying
party if (i) the employment of such counsel has been specifically  authorized in
writing by the indemnifying  party, or (ii) the named parties to any such action
(including any impleaded  parties) include both the  Distributing  Purchaser and
the indemnifying party and the Distributing Purchaser shall have been advised by
such  counsel  that there may be one or more  legal  defenses  available  to the
indemnifying  party  different from or in conflict with any legal defenses which
may be available to the  Distributing  Purchaser (in which case the indemnifying
party shall not have the right to assume the defense of such action on behalf of
the Distributing Purchaser, it being understood,  however, that the indemnifying
party  shall,   in  connection   with  any  one  such  action  or  separate  but
substantially similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances, be liable only for the reasonable
fees  and  expenses  of one  separate  firm of  attorneys  for the  Distributing
Purchaser,  which  firm  shall be  designated  in  writing  by the  Distributing
Purchaser  and be approved by the  indemnifying  party).  No  settlement  of any
action  against an  indemnified  party shall be made  without the prior  written
consent  of the  indemnified  party,  which  consent  shall not be  unreasonably
withheld.

          All fees and expenses of the indemnified  party (including  reasonable
costs of  defense  and  investigation  in a manner  not  inconsistent  with this
Section and all reasonable  attorneys'  fees and expenses)  shall be paid to the
indemnified  party, as incurred,  within ten (10) Trading Days of written notice
thereof to the indemnifying  party;  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.

          Section 7.   CONTRIBUTION.  In order to provide for just and equitable
                       ------------
contribution  under the Securities Act in any case in which (i) the  indemnified
party  makes a claim for  indemnification  pursuant  to  Section 6 hereof but is
judicially  determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that the express provisions of Section 6 hereof provide
for  indemnification in such case, or (ii) contribution under the Securities Act
may be required on the part of any indemnified  party,  then the Company and the
applicable  Distributing  Purchaser  shall  contribute to the aggregate  losses,
claims,  damages or liabilities  to which they may be subject


                                       8

<PAGE>


(which shall,  for all purposes of this Agreement,  include,  but not be limited
to,  all  reasonable  costs of  defense  and  investigation  and all  reasonable
attorneys'  fees), in either such case (after  contribution  from others) on the
basis of relative fault as well as any other relevant equitable  considerations.
The relative  fault shall be  determined  by reference  to, among other  things,
whether  the  untrue or  alleged  untrue  statement  of a  material  fact or the
omission or alleged  omission to state a material  fact  relates to  information
supplied by the Company on the one hand or the applicable Distributing Purchaser
on the other  hand,  and the  parties'  relative  intent,  knowledge,  access to
information  and  opportunity  to correct or prevent such statement or omission.
The Company and the  Distributing  Purchaser agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation or by any other method of  allocation  which does not take account of
the equitable  considerations  referred to in this Section 7. The amount paid or
payable by an indemnified  party as a result of the losses,  claims,  damages or
liabilities (or actions in respect thereof)  referred to above in this Section 7
shall be deemed to include any legal or other  expenses  reasonably  incurred by
such  indemnified  party in connection with  investigating or defending any such
action or claim.  No person guilty of fraudulent  misrepresentation  (within the
meaning  of  Section  11(f)  of  the  Securities   Act)  shall  be  entitled  to
contribution   from  any  person   who  was  not   guilty  of  such   fraudulent
misrepresentation.

          Notwithstanding  any other  provision  of this  Section 7, in no event
shall any (i)  Purchaser be required to undertake  liability to any person under
this  Section  7 for any  amounts  in  excess  of the  dollar  amount of the net
proceeds  to be  received  by the  Purchaser  from the  sale of the  Purchaser's
Registrable  Securities  (after  deducting any fees,  discounts and  commissions
applicable  thereto)  pursuant to any  Registration  Statement  under which such
Registrable  Securities  are to be registered  under the Securities Act and (ii)
underwriter be required to undertake  liability to any person  hereunder for any
amounts in excess of the aggregate  discount,  commission or other  compensation
payable  to  such  underwriter  with  respect  to  the  Registrable   Securities
underwritten by it and distributed pursuant to the Registration Statement.

          Section  8.  NOTICES.  All  notices,  demands,   requests,   consents,
                       -------
approvals,  and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein,  shall be delivered as set forth
in the Purchase Agreement.

          Section 9.   ASSIGNMENT.  Neither this Agreement nor any rights of the
                       ----------
Purchaser or the Company  hereunder may be assigned by either party to any other
person.  Notwithstanding  the  foregoing,  (a) the  provisions of this Agreement
shall inure to the benefit of, and be  enforceable  by, any transferee of any of
the Common Stock purchased by the Purchaser  pursuant to the Purchase  Agreement
other than through  open-market sales, and (b) upon the prior written consent of
the Company,  which consent shall not be unreasonably withheld or delayed in the
case of an assignment to an affiliate of the Purchaser, the Purchaser's interest
in this Agreement may be assigned at any time, in whole or in part, to any other
person or entity  (including  any affiliate of the  Purchaser)  who agrees to be
bound hereby.

          Section 10.  COUNTERPARTS/FACSIMILE. This Agreement may be executed in
                       ----------------------
two or more counterparts, each of which shall constitute an original, but all of
which, when together shall constitute but one and the same instrument, and shall
become  effective when one or more


                                       9

<PAGE>


counterparts  have been signed by each party  hereto and  delivered to the other
party. In lieu of the original, a facsimile transmission or copy of the original
shall be as effective and enforceable as the original.

          Section 11.  REMEDIES AND  SEVERABILITY. The remedies provided in this
                       --------------------------
Agreement are cumulative  and not exclusive of any remedies  provided by law. 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 best 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 those that may be hereafter  declared
invalid, illegal, void or unenforceable.

          Section 12.  CONFLICTING AGREEMENTS.  The Company shall not enter into
                       ----------------------
any  agreement  with respect to its  securities  that is  inconsistent  with the
rights granted to the purchasers of Registrable  Securities in this Agreement or
otherwise  prevents  the  Company  from  complying  with all of its  obligations
hereunder.

          Section 13.  HEADINGS.   The  headings  in  this  Agreement  are   for
                       --------
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.

          Section 14.  GOVERNING  LAW. This  Agreement  shall be governed by and
                       --------------
construed in  accordance  with the laws of the State of New York  applicable  to
contracts  made in New York by persons  domiciled  in New York City and  without
regard to its  principles of conflicts of laws. Any action may be brought as set
forth  in the  Purchase  Agreement.  Any  party  shall  have  the  right to seek
injunctive  relief from any court of  competent  jurisdiction  in any case where
such relief is available. Any dispute under this Agreement shall be submitted to
arbitration under the American  Arbitration  Association (the "AAA") in New York
City, New York, and shall be finally and conclusively determined by the decision
of a board of arbitration  consisting of three (3) members (hereinafter referred
to as the "Board of  Arbitration")  selected as according to the rules governing
the AAA. The Board of Arbitration shall meet on consecutive business days in New
York City, New York, and shall reach and render a decision in writing (concurred
in by a majority of the members of the Board of Arbitration) with respect to the
amount,  if any, which the losing party is required to pay to the other party in
respect of a claim filed. In connection with rendering its decisions,  the Board
of Arbitration  shall adopt and follow the laws of the State of New York. To the
extent  practical,  decisions of the Board of  Arbitration  shall be rendered no
more than thirty (30) calendar days following  commencement of proceedings  with
respect thereto. The Board of Arbitration shall cause its written decision to be
delivered to all parties involved in the dispute. The Board of Arbitration shall
be  authorized  and is  directed to enter a default  judgment  against any party
refusing to participate in the arbitration  proceeding within thirty days of any
deadline for such  participation.  Any decision made by the Board of Arbitration
(either  prior to or after the  expiration  of such  thirty  (30)  calendar  day
period)  shall be final,  binding and  conclusive on the parties to the dispute,
and entitled to be enforced to the fullest  extent  permitted by law and entered
in any court of


                                       10

<PAGE>


competent  jurisdiction.  The  prevailing  party  shall be  awarded  its  costs,
including  attorneys'  fees,  from  the  non-prevailing  party  as  part  of the
arbitration award. Any party shall have the right to seek injunctive relief from
any court of competent  jurisdiction in any case where such relief is available.
The  prevailing  party in such  injunctive  action  shall be awarded  its costs,
including attorney's fees, from the non-prevailing party.


                                       11

<PAGE>



          IN WITNESS WHEREOF,  the parties hereto have caused this  Registration
Rights Agreement to be duly executed, on this 4th day of January, 2001

                                        ABSOLUTEFUTURE.COM



                                        By: /s/ GRAHAM ANDREWS
                                            ------------------------------------
                                            Graham Andrews, President & CEO


                                        NORTHWIND ASSOCIATES, INC.



                                        By: /s/ IAN GOODALL
                                            ------------------------------------
                                            Name:   Ian Goodall
                                            Title:  Authorized Signatory
                                                    11th January 2001





                                       12