EXHIBIT 10.33

                          NETWORK EVENT THEATER, INC.

                          REGISTRATION RIGHTS AGREEMENT

                                  June 24, 1997


                                        

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                           NETWORK EVENT THEATER, INC.

                          REGISTRATION RIGHTS AGREEMENT

                                  June 24, 1997

               The parties to this agreement are Warburg, Pincus Emerging Growth
Fund,  Inc.,  a Maryland  corporation,  and Small  Company  Growth  Portfolio of
Warburg, Pincus Institutional Fund, Inc., a Maryland corporation ( collectively,
"Purchasers"),  and Network Event  Theater,  Inc., a Delaware  corporation  (the
"Company").

               Simultaneously with the execution of this agreement,  the Company
is issuing and selling to  Purchasers  an aggregate  of 1,015,873  shares of the
Company's Common Stock, par value $.01 per share ("Shares"), pursuant to a stock
purchase  agreement dated June 24, 1997 (the "Stock Purchase  Agreement").  As a
condition to  purchasing  the Shares,  the  Purchasers  have  required  that the
Company grant them registration rights as set forth in this agreement.

               Accordingly, the parties agree as follows:

               1. Registration.

                    1.1 As  promptly  as  practicable  after  the  date  of this
agreement the Company  shall file with the  Securities  and Exchange  Commission
(the  "Commission")  a  registration  statement  on the  appropriate  form  (the
"Registration  Statement")  covering  all of the  Shares  issued  to  Purchasers
pursuant to the Stock  Purchase  Agreement  and the  Company  shall use its best
efforts  to cause the  Registration  Statement  to become  effective  as soon as
practicable  thereafter  and to cause the Shares to be registered  and qualified
under the  securities  laws of such  jurisdictions  as Purchasers may reasonably
request.  The  Company  shall keep  Purchasers  advised in a prompt  manner with
respect to the  status of the  registration  and  qualification  of  Purchasers'
Shares.

                    1.2 The Company shall take all actions necessary to keep the
registration  and  qualification  pursuant  to section 1.1  effective  until the
earlier of (a) the date Purchasers have sold all of the Shares purchased by them
pursuant to the Stock Purchase  Agreement and (b) the date Purchasers receive an
opinion of  counsel to the  Company  that all of the  Shares  purchased  by them
pursuant to the Stock  Purchase  Agreement  may be sold in a single  transaction
without  registration  under  the  Securities  Act  of  1933,  as  amended  (the
"Securities  Act"). In that connection,  the Company shall prepare and file with
the   Commission  any   amendments   and   prospectus   supplements,   including
post-effective  amendments,  to the Registration Statement that are necessary or
the Company  determines may be  appropriate,  and the Company shall use its best
efforts to have such post-effective amendments declared effective as promptly as
practicable. The Company shall notify Purchasers promptly when a prospectus, any
prospectus  supplement  or  post-effective  amendment  must be filed or has been
filed and, with respect to any post-effective amendment, when it has


                                        

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become effective;  until such amendment becomes effective,  the Purchasers shall
refrain from making sales of any of the Shares.

                    1.3 The Company shall furnish such number of prospectuses in
conformity with the  requirements of the Securities Act and such other documents
as Purchasers  from time to time may reasonably  request in connection  with the
sale of their  Shares.  The  Company  shall cause all  Purchasers'  Shares to be
listed upon each  securities  exchange  upon which Shares are then listed and to
obtain all necessary approvals from The Nasdaq Stock Market for trading thereon.

                    1.4 All  registration  expenses  incurred in connection with
registration of Purchasers'  Shares pursuant to this agreement shall be borne by
the Company.  All selling expenses shall be borne by Purchasers (pro rata on the
basis of the  number of Shares  sold or in such  other  manner as they may agree
upon between themselves).  For this purpose (a) the term "registration expenses"
means all expenses  incurred by the Company in connection  with  registration of
the Shares under the Securities Act, including,  without limitation, all federal
and state registration,  qualification and filing fees; printing expenses;  fees
and  disbursements  of counsel for the Company;  and blue sky fees and expenses,
and (b) the term "selling  expenses" means all fees and disbursements of counsel
for the  Purchasers,  any transfer  taxes,  and all  underwriting  discounts and
selling commissions applicable to the sale of Purchasers' Shares.

                    1.5  Each  Purchaser  shall  furnish  to  the  Company  such
information  regarding  that  Purchaser  and the  distribution  proposed by that
Purchaser  as  the  Company  may  reasonably  request  in  connection  with  the
registration of the Shares under the Securities Act.

               2. Indemnification.

                    2.1 The Company's Indemnification of Purchasers. The Company
shall  indemnify  each  Purchaser,  and each of that  Purchaser's  officers  and
directors, and each person who controls that Purchaser within the meaning of the
Securities Act, against all claims,  losses,  damages or liabilities (or actions
in respect  thereof) to the extent such claims,  losses,  damages or liabilities
(or actions in respect  of) arise out of or are based upon any untrue  statement
(or alleged untrue  statement) of a material fact contained in any prospectus or
other document  (including any related  Registration  Statement) incident to any
registration of that Purchaser's  Shares under the Securities Act or any related
qualification or compliance,  or are based on 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,  or any  violation  (or  alleged
violation)  by the  Company  of any rule or  regulation  promulgated  under  the
Securities  Act, the  Securities  Exchange Act of 1934 (the  "Exchange  Act") or
state  securities laws  applicable to the Company;  and the Company shall pay as
incurred any legal and any other expenses reasonably incurred by any indemnified
party in  connection  with  investigating  or  defending  any such claim,  loss,
damage, liability or action; provided,  however, that the indemnity contained in
this  section  2.1 shall not apply to  amounts  paid in  settlement  of any such
claim, loss,  damage,  liability or action if settlement is effected without the
consent of the Company (which consent shall not  unreasonably be withheld);  and
provided, further,


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that the  Company  shall not be liable in any such case to the  extent  that any
such claim,  loss,  damage,  liability or expense arises out of or is based upon
any untrue statement or omission which occurs in reliance upon and in conformity
with  written  information  furnished  to  the  Company  by  that  Purchaser  or
controlling  person  and  stated  to be for  use in  such  prospectus  or  other
document.

                    2.2  Purchasers'   Indemnification  of  the  Company.   Each
Purchaser shall indemnify the Company,  each of its directors and officers,  and
each person who controls the Company within the meaning of the  Securities  Act,
against  all claims,  losses,  damages  and  liabilities  (or actions in respect
thereof)  arising out of or based upon any untrue  statement (or alleged  untrue
statement) of a material  fact  contained in any  prospectus  or other  document
(including any related such Registration Statement), or 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,  or any violation (or
alleged violation) by that Purchaser of any rule or regulation promulgated under
the Securities  Act, the Exchange Act, or state  securities  laws  applicable to
that Purchaser, and that Purchaser shall pay as incurred any legal and any other
expenses  reasonably  incurred by any such indemnified  party in connection with
investigating or defending any such claim, loss, damage, liability or action, in
each case to the extent,  but with  respect to an untrue  statement or omission,
only to the extent that the untrue  statement (or alleged  untrue  statement) or
omission (or alleged  omission) is made in such  prospectus or other document in
reliance  upon and in  conformity  with  written  information  furnished  to the
Company  by  that  Purchaser  and  stated  to be  specifically  for  use in such
prospectus or other document, provided, however, that each Purchaser's liability
under this Section 2.2 shall not exceed that  Purchaser's  net proceeds from the
offering of Shares made in connection with the  registration of that Purchaser's
Shares; and provided,  further, that the indemnity contained in this Section 2.2
shall not apply to amounts paid in settlement of any such claim,  loss,  damage,
liability or action if settlement is effected without that  Purchaser's  consent
(which consent shall not be unreasonably withheld).

                    2.3 Indemnification Procedures.  Promptly after receipt by a
party entitled to indemnification  under this section 2 (an "Indemnified Party")
of notice of the commencement of any action,  such Indemnified Party shall, if a
claim in respect thereof is to be made against a party providing indemnification
under this section 2 (the "Indemnifying  Party"),  notify the Indemnifying Party
in writing of the commencement of the action and generally  summarize the nature
of the action.  If any claim or demand is asserted against an Indemnified  Party
by a third  party,  the  Indemnified  Party  shall give the  Indemnifying  Party
written  notice of the claim or demand as  promptly  as  reasonably  practicable
after  receipt  and the  Indemnifying  Party  shall have the right to assume the
defense  of the  claim  with  counsel  selected  by the  Indemnifying  Party and
reasonably  satisfactory to the Indemnified  Party, but the  Indemnifying  Party
shall not settle the claim without the consent of the Indemnified  Party,  which
consent shall not be unreasonably  withheld.  Notwithstanding  the foregoing,  a
failure to so notify an Indemnifying  Party shall not relieve such  Indemnifying
Party from its  indemnification  obligations  unless such Indemnifying  Party is
materially  prejudiced by such  failure.  The  Indemnified  Party shall have the
right to select separate counsel for the defense of the claim, at the expense of
the Indemnifying Party, if the Indemnifying Party and the Indemnified Party have
conflicting interests with respect to the claim.


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                    2.4  Contribution.  If for any  reason  the  indemnification
provided for in this section 2 is held by a court of competent  jurisdiction  to
be unavailable to an Indemnified Party with respect to any loss, claim,  damage,
liability or expense referred to herein, then the 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,  claims,  damages,
liabilities  or expenses in such  proportion  as is  appropriate  to reflect the
relative benefits  received by the Indemnified Party and the Indemnifying  Party
and the  relative  fault of the  Indemnifying  Party  and  Indemnified  Party in
connection with the statements or omissions that result in such losses,  claims,
damages,  liabilities  or  expenses,  as well as any  other  relevant  equitable
considerations;  provided,  however,  that each Purchaser's liability under this
section 2 shall not exceed that  Purchaser's  net proceeds  from the offering of
Shares made in  connection  with the  registration.  The relative  fault of such
Indemnifying  Party and  Indemnified  Party 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 such  Indemnifying  Party or Indemnified  Party and the
parties'  relative  intent,  knowledge,   access  to  information  supplied  the
Indemnifying  Party or  Indemnified  Party  and the  parties'  relative  intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
statement or omission.  The amount paid or payable by a party as a result of the
losses,  claims,  damages,  liabilities and expenses  referred to above shall be
deemed to include  any legal or other fees or  expenses  reasonably  incurred by
such party in  connection  with  investigating  or defending  any action,  suit,
proceeding or claim.

               3. Miscellaneous.

                    3.1 Entire Agreement.  This agreement and the Stock Purchase
Agreement  contain a complete  statement of all of the terms of the arrangements
among the parties with respect to their subject  matter,  supersede any previous
agreements and understandings between the parties with respect to those matters,
and cannot be changed or terminated orally.  Except as specifically set forth in
this  agreement,  there are no  representations  or  warranties  by any party in
connection with the transactions contemplated by this agreement.

                    3.2  Governing  Law.  Except to the extent  that the General
Corporation  Law  of  Delaware  applies  to  matters  related  to  the  internal
governance of the Company,  this agreement shall be governed by and construed in
accordance  with the law of the State of New York  applicable to agreements made
and to be performed in New York.

                    3.3 Expenses.  The Company and the Purchasers will each bear
their  respective  legal and other  fees and  expenses  in  connection  with the
negotiation and documentation of this agreement.

                    3.4 Headings. The section headings of this agreement are for
reference  purposes  only and are to be given no effect in the  construction  or
interpretation of this agreement.

                    3.5 Notices.  Any notice  required or  permitted  under this
agreement shall be given in writing and shall be conclusively deemed effectively
given upon personal delivery, 24


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hours after  facsimile  transmission  (receipt  acknowledged by Purchaser or the
Company, as the case may be), one day after deposit with a nationally recognized
overnight  courier,  or five days after  deposit in the United  States mail,  by
registered or certified mail,  postage prepaid,  addressed to the parties at the
following  addresses (or to such other address as a party may have  specified by
notice  given to the  other  party  pursuant  to this  provision)  (a) if to the
Company, to Network Event Theater,  Inc.,149 Fifth Avenue, New York, N.Y. 10011,
Attention: Chairman (fax: 212-779-9190); with a copy to Bertram A. Abrams, Esq.,
Proskauer Rose LLP, 1585 Broadway,  New York, New York 10036;  and (b) if to any
Purchaser,  to it at 466 Lexington Avenue, New York, New York, 10017, Attention:
Eugene P. Grace, c/o Warburg, Pincus Counsellors, Inc. (fax: 212-878-9351); with
copy to Daniel D. Rubino, Esq., Willkie Farr & Gallagher,  153 East 53rd Street,
New York, New York 10022 (fax: 212-821-8111).

                    3.6 Jurisdiction. The courts of the State of New York in New
York County and the United States  District  Court for the Southern  District of
New York shall have jurisdiction over the parties with respect to any dispute or
controversy  among them arising under or in connection  with this agreement and,
by  execution  and  delivery  of this  agreement,  each of the  parties  to this
agreement  submits  to the  jurisdiction  of those  courts,  including,  but not
limited to, the in personam and subject  matter  jurisdiction  of those  courts,
waives any objection to such  jurisdiction  on the grounds of venue or forum non
conveniens,  the absence of in personam or subject matter  jurisdiction  and any
similar  grounds,  consents  to service of process by mail (in  accordance  with
section 3.5) or any other manner permitted by law, and irrevocably  agrees to be
bound by any judgment rendered thereby in connection with this agreement.  These
consents  to  jurisdiction  shall not be deemed to confer  rights on any  person
other than the parties to this agreement.

                                      Network Event Theater, Inc.


                                            By:/S/ Harlan D. Peltz
                                            -----------------------------
                                              Chairman of the Board and
                                               Chief Executive Officer

                                      WARBURG, PINCUS EMERGING GROWTH FUND, INC.


                                            By:/s/ Eugene P. Grace
                                            -----------------------------
                                            Name:  Eugene P. Grace
                                            Title: Vice President and Secretary 
                                     

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                                     WARBURG, PINCUS INSTITUTIONAL FUND, INC.,
                                     on behalf of Small Company Growth Portfolio


                                            By:/s/ Eugene P. Grace
                                            -----------------------------
                                            Name:  Eugene P. Grace
                                            Title: Vice President and Secretary 
                                     

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