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                      INTELLIQUEST INFORMATION GROUP, INC.

                         REGISTRATION RIGHTS AGREEMENT

                               FEBRUARY 25, 1997

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                               TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
SECTION 1 - Termination of Prior Rights. . . . . . . . . . . . . . . . . . .   1

      1.1   Termination of Prior Registration Rights Agreement . . . . . . .   1

SECTION 2 - Restrictions on Transferability; Registration Rights . . . . . .   2

      2.1   Certain Definitions. . . . . . . . . . . . . . . . . . . . . . .   2
      2.2   Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . .   3
      2.3   Restrictive Legend . . . . . . . . . . . . . . . . . . . . . . .   4
      2.4   Notice of Proposed Transfers . . . . . . . . . . . . . . . . . .   4
      2.5   Registration on Form S-3 . . . . . . . . . . . . . . . . . . . .   5
      2.6   Parent Registration. . . . . . . . . . . . . . . . . . . . . . .   6
      2.7   Requested Registration . . . . . . . . . . . . . . . . . . . . .   7
      2.8   Limitations on Subsequent Registration Rights. . . . . . . . . .   9
      2.9   Expenses of Registration . . . . . . . . . . . . . . . . . . . .   9
      2.10  Registration Procedures. . . . . . . . . . . . . . . . . . . . .  10
      2.11  Indemnification. . . . . . . . . . . . . . . . . . . . . . . . .  11
      2.12  Information by Holder. . . . . . . . . . . . . . . . . . . . . .  13
      2.13  Rule 144 Reporting . . . . . . . . . . . . . . . . . . . . . . .  13
      2.14  Transfer of Registration Rights. . . . . . . . . . . . . . . . .  13
      2.15  Market Standoff Agreement. . . . . . . . . . . . . . . . . . . .  13

SECTION 3 - Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . .  14

      3.1   Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
      3.2   Third Parties. . . . . . . . . . . . . . . . . . . . . . . . . .  14
      3.3   Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . .  14
      3.4   Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . .  14
      3.5   Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
      3.6   Severability . . . . . . . . . . . . . . . . . . . . . . . . . .  14
      3.7   Amendment and Waiver . . . . . . . . . . . . . . . . . . . . . .  15
      3.8   Rights of Holders. . . . . . . . . . . . . . . . . . . . . . . .  15
      3.9   Delays or Omissions. . . . . . . . . . . . . . . . . . . . . . .  15
      3.10  Future Signatories . . . . . . . . . . . . . . . . . . . . . . .  15

EXHIBIT A Company Shareholders
EXHIBIT B Pipeline Stockholders

                                      -i-
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                         REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is entered into as
of the 25th day of February, 1997, by and among IntelliQuest Information
Group, Inc., a Delaware corporation ("PARENT"), the former shareholders of
record of Zona Research, Inc. ("COMPANY") set forth on EXHIBIT A attached
hereto (the "COMPANY SHAREHOLDERS"), and the stockholders of Parent set forth
on EXHIBIT B attached hereto (the "PIPELINE STOCKHOLDERS").  The Company
Shareholders and the Pipeline Stockholders are sometimes referred to herein
collectively as the "RIGHTS HOLDERS."


                                   RECITALS

     WHEREAS, Parent, IntelliQuest Merger Subsidiary, Inc., a wholly owned
subsidiary of Parent, and Company are entering into an Agreement and Plan of
Reorganization (the "MERGER AGREEMENT") of even date herewith, pursuant to
which, among other things, and subject to the terms and conditions of this
Agreement, all of the issued and outstanding shares of capital stock of
Company ("COMPANY CAPITAL STOCK") shall be converted into the right to
receive shares of Common Stock of Parent ("PARENT COMMON STOCK").  The shares
of Parent Common Stock issued to the Company Shareholders in exchange for the
Company Common Stock are referred to collectively herein as the "Parent
Shares;" and

     WHEREAS, in partial consideration for the exchange by Company
Shareholders of their shares of Company Capital Stock for the Parent Shares,
Parent seeks to grant the Company Shareholders certain registration rights,
and Pipeline Stockholders holding more than 50% of the outstanding shares of
Registrable Securities (as defined in the Registration Rights Agreement,
dated as of May 31, 1996, by and among Parent and the Pipeline Stockholders
(the "PRIOR REGISTRATION RIGHTS AGREEMENT")) (the "AMENDING PIPELINE
STOCKHOLDERS") have agreed to terminate the Prior Registration Rights
Agreement, and become parties to this Agreement.

     NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the parties agree as follows:


                                   SECTION 1

                          TERMINATION OF PRIOR RIGHTS

     1.1  TERMINATION OF PRIOR REGISTRATION RIGHTS AGREEMENT.  Upon the
execution of this Agreement by Parent, the Company Shareholders and the
Amending Pipeline Stockholders, the Prior Registration Rights Agreement shall
terminate, be of no further force and effect and shall, in all respects, be
superseded by the provisions of this Agreement.

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                                   SECTION 2

                       RESTRICTIONS ON TRANSFERABILITY;
                              REGISTRATION RIGHTS

     2.1  CERTAIN DEFINITIONS.  As used in this Agreement, the following
terms shall have the following respective meanings.  All other capitalized
terms used, but not defined, herein shall have the meanings assigned to them
in the Merger Agreement.

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

          "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.

          "HOLDER" shall mean any Rights Holder holding Registrable
Securities at the time notice is given under Section 2.5(a), 2.6(a)(i) or
2.7(a)(i) hereof, and any person holding Registrable Securities at such time
to whom the rights under this Agreement have been transferred in accordance
with Section 2.14 hereof

          "INITIATING COMPANY HOLDERS" shall mean any Company Shareholders or
transferees of Company Shareholders under Section 2.14 hereof who in the
aggregate are Holders of not less than forty percent (40%) of the Registrable
Company Securities that have not yet been registered on a registration
statement under the Securities Act.

          "INITIATING PIPELINE HOLDERS" shall mean any Pipeline Stockholders
or transferees of Pipeline Stockholders under Section 2.14 hereof or Section
1.13 of the Prior Registration Rights Agreement who in the aggregate are
Holders of not less than forty percent (40%) of the Registrable Pipeline
Securities that have not yet been registered on a registration statement
under the Securities Act.

          The terms "REGISTER," "REGISTERED" and "REGISTRATION" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement.

          "REGISTRATION EXPENSES" shall mean all expenses incurred by Parent
in complying with Section 2.5, 2.6 or 2.7 hereof, including, without
limitation, all registration, qualification and filing fees, printing
expenses, escrow fees, fees and disbursements of counsel for Parent, blue sky
fees and expenses, and the expense of any special audits incident to or
required by any such registration (but excluding the compensation of regular
employees of Parent which shall be paid in any event by Parent).



                                      -2-
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          "REGISTRABLE PORTION" shall mean, for each Company Shareholder
other than Stephen Auditore, 100% of the Parent Shares originally issued to
such Company Shareholder by Parent; and for Stephen Auditore, 50% (or
119,048) of the Parent Shares originally issued to Stephen Auditore by Parent.

          "REGISTRABLE COMPANY SECURITIES" means any of the Parent Shares or
other securities issued or issuable with respect to the Parent Shares upon
any stock split, stock dividend, recapitalization, merger, consolidation or
similar event; "REGISTRABLE PIPELINE SECURITIES" means any of the Parent
Common Stock (the "PIPELINE SHARES") issued in connection with that certain
Agreement and Plan of Reorganization (the "PIPELINE MERGER AGREEMENT") dated
as of May 30, 1996, by and among Parent, IntelliQuest Delaware, Inc. and
Pipeline Communications, Inc. ("PIPELINE"), or other securities issued or
issuable with respect to the Pipeline Shares upon any stock split, stock
dividend, recapitalization, merger, consolidation or similar event; the
Registrable Company Securities and Registrable Pipeline Securities are
sometimes referred to collectively herein as "REGISTRABLE SECURITIES";
provided, however, that shares of Parent Common Stock or other securities
shall only be treated as Registrable Securities if and so long as they have
not been (A) sold to or through a broker or dealer or underwriter in a public
distribution or a public securities transaction, or (B) sold in a transaction
exempt from the registration and prospectus delivery requirements of the
Securities Act under Section 4(1) thereof so that all transfer restrictions
and restrictive legends with respect thereto are removed upon the
consummation of such sale, or (C) covered by a Form S-8 registration
statement that is still effective.

          "RESTRICTED SECURITIES" shall mean the securities of Parent
required to bear the legend set forth in Section 2.3 hereof.

          "SECURITIES ACT" shall mean the Securities Act of 1933, as amended,
or any similar federal statute and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.

          "SELLING EXPENSES" shall mean all underwriting discounts, selling
commissions and stock transfer taxes applicable to the securities registered
by the Holders (as limited by Section 2.9).

          "SHARES" means the Parent Shares and the Pipeline Shares.

          "TRANSFER" shall mean any transfer, sale or assignment.

     2.2  RESTRICTIONS.  The Shares shall not be Transferred except upon the
conditions specified in Section 2.4 hereof or elsewhere in this Agreement
and, (i) if a Holder has been listed as an "affiliate" of Company on Schedule
5.12 to the Merger Agreement, the Company Affiliate Agreement between Parent
and such Holder (each an "Affiliate Agreement"), or (ii) if a Holder has been
listed as an Affiliate of Pipeline on Schedule 5.11 to the Pipeline Merger
Agreement, the Pipeline Affiliate Agreement between Parent and such Holder
(each an "Affiliate Agreement").  The Rights Holders will cause any proposed
purchaser, assignee, transferee or pledgee of the Shares to agree to take and
hold such securities subject to the provisions and upon the conditions
specified in this Agreement.



                                      -3-

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     2.3  RESTRICTIVE LEGEND.  Each certificate representing the Shares and
any other securities issued in respect of the Shares upon any stock split,
stock dividend, recapitalization, merger, consolidation or similar event,
shall (unless otherwise permitted by the provisions of Section 2.4 below) be
stamped or otherwise imprinted with a legend substantially in the following
form (in addition to any legend required under applicable state securities
laws):

          "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED
          FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
          ACT OF 1933.  SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED OR
          PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS ISSUER
          RECEIVES EITHER (A) AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL
          FOR ISSUER) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR
          TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY
          REQUIREMENTS OF SAID ACT, OR (B) OTHER EVIDENCE REASONABLY
          SATISFACTORY TO ISSUER, THAT SUCH SALE OR TRANSFER IS EXEMPT FROM
          THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID
          ACT."

          "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED
          ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN ISSUER
          AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE
          SECRETARY OF ISSUER."

          Each Holder consents to Parent making a notation on its records and
giving instructions to any transfer agent of the Restricted Securities in
order to implement the restrictions on transfer established in this Section
2.3.

     2.4  NOTICE OF PROPOSED TRANSFERS.  The holder of each certificate
representing Restricted Securities, by acceptance thereof, agrees to comply
in all respects with the provisions of this Section 2.4.  Prior to any
proposed Transfer of any Restricted Securities, unless there is in effect a
registration statement under the Securities Act covering the proposed
Transfer, the holder thereof shall give written notice to Parent of such
holder's intention to effect such Transfer.  Each such notice shall describe
the manner and circumstances of the proposed Transfer in sufficient detail,
and shall be accompanied at such holder's expense by either (i) a written
opinion of legal counsel who shall, and whose legal opinion shall be,
reasonably satisfactory to Parent, addressed to Parent, to the effect that
the proposed Transfer of the Restricted Securities may be effected without
registration under the Securities Act, or (ii) a "no action" letter from the
Commission to the effect that the Transfer of such securities without
registration will not result in a recommendation by the staff of the
Commission that action be taken with respect thereto, or (iii) any other
evidence reasonably satisfactory to Parent, whereupon the holder of such
Restricted Securities shall be entitled to Transfer such Restricted
Securities in accordance with the terms of the notice delivered by the holder
to Parent. Parent will not require such a legal opinion or "no action" letter
(a) in any transaction in compliance with



                                      -4-

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Rule 144, (b) in any transaction in which a Rights Holder which is a
corporation distributes Restricted Securities after six (6) months after the
purchase thereof solely to its majority owned subsidiaries or affiliates for
no consideration, (c) in any transaction in which a Rights Holder which is a
partnership distributes Restricted Securities after six (6) months after the
purchase thereof solely to partners thereof for no consideration, (d) in any
transaction in which a Rights Holder makes a bona fide gift of Restricted
Securities, or (e) in any transaction in which a Rights Holder transfers
Restricted Securities to a corporation, partnership, limited liability
company or trust controlled by such Rights Holder; PROVIDED that each
transferee (other than a transferee that obtains Restricted Securities
pursuant to subsection (a)) agrees in writing to be subject to the terms of
this Section 2.4.  Each certificate evidencing the Restricted Securities
transferred as above provided shall bear, except if such transfer is made
pursuant to Rule 144, the appropriate restrictive legend set forth in Section
2.3 above, except that such certificate shall not bear such restrictive
legend if, in the opinion of counsel for such holder and Parent, such legend
is not required in order to establish compliance with any provisions of the
Securities Act.

     2.5  REGISTRATION ON FORM S-3.

          (a)  If Parent receives from Initiating Company Holders a written
request that Parent file a registration statement on Form S-3 (or any
successor form to Form S-3) for a public offering of shares of the
Registrable Company Securities, the reasonably anticipated aggregate price to
the public of which, net of underwriting discounts and commissions, would
exceed $500,000, and Parent is a registrant entitled to use Form S-3 to
register the Registrable Company Securities for such an offering, Parent
shall use its best efforts to file such Form S-3 within three (3) weeks of
the date Parent receives such written request.  Parent will use its best
efforts to effect such registration as soon as practical thereafter
(including, without limitation, the execution of an undertaking to file
post-effective amendments, appropriate qualification under applicable blue
sky or other state securities laws and appropriate compliance with applicable
regulations issued under the Securities Act and any other governmental
requirements or regulations) as may be so requested and as would permit or
facilitate the sale and distribution of such portion (not to exceed the
Registrable Portion) of such Registrable Company Securities as are specified
in such request, together with such portion (not to exceed the Registrable
Portion) of the Registrable Company Securities of any Company Shareholder
joining in such request as are specified in a written request received by
Parent within fifteen (15) days after receipt of such written notice from
Parent.

          (b)  Notwithstanding the foregoing, Parent shall not be obligated
to take any action pursuant to this Section 2.5:  (i) before June 1, 1997;
(ii) in any particular jurisdiction in which Parent would be required to
execute a general consent to service of process in effecting such
registration, qualification or compliance unless Parent is already subject to
service in such jurisdiction and except as may be required by the Securities
Act; (iii) if the Company Shareholders requesting registration are able to
sell to the public all of their Registrable Company Securities without
registration under the Act within any 90-day period; or (iv) if Parent shall
furnish to such Company Shareholders a certificate signed by the President of
Parent stating that, in the good faith judgment of the Board of Directors, it
would be seriously detrimental to Parent or its shareholders for registration
statements to be filed in the near future, then Parent's obligation to use
its best efforts to file a registration statement shall be



                                      -5-

<PAGE>

deferred for a period not to exceed ninety (90) days from the receipt of the
request to file such registration by such Company Shareholder or Company
Shareholders; provided, however, that Parent may not utilize this right more
than once in any twelve (12) month period.

          (c)  In the event the Initiating Company Holders decide that a
registration pursuant to Section 2.5 shall be a registered public offering
involving an underwriting, they shall so advise Parent and Parent shall
(together with all Company Shareholders proposing to distribute their
securities through such underwriting) enter into an underwriting agreement in
customary form with the managing underwriter selected for such underwriting
by a majority in interest of the Initiating Company Holders (which managing
underwriter shall be reasonably acceptable to Parent).  Notwithstanding any
other provision of this Section 2.5, if the managing underwriter advises the
Initiating Company Holders in writing that marketing factors require a
limitation of the number of shares to be underwritten, then Parent shall so
advise all Company Shareholders of Registrable Company Securities and the
number of shares of Registrable Company Securities that may be included in
the registration and underwriting shall be allocated among all Company
Shareholders thereof in proportion, as nearly as practicable, to the
respective amounts of Registrable Company Securities held by such Company
Shareholders at the time of filing the registration statement; PROVIDED,
HOWEVER, that the number of shares of Registrable Company Securities to be
included in such underwriting shall not be reduced unless all other
securities are first entirely excluded from the underwriting.  No Registrable
Company Securities excluded from the underwriting by reason of the
underwriter's marketing limitation shall be included in such registration.
To facilitate the allocation of shares in accordance with the above
provisions, Parent or the underwriters may round the number of shares
allocated to any Company Shareholder to the nearest 100 shares.

     If any holder of Registrable Company Securities disapproves of the terms
of the underwriting, such person may elect to withdraw therefrom by written
notice to Parent, the managing underwriter and the Initiating Company
Holders.  The Registrable Company Securities and/or other securities so
withdrawn shall also be withdrawn from registration, and such Registrable
Company Securities shall not be transferred in a public distribution prior to
ninety (90) days after the effective date of such registration.

     2.6  PARENT REGISTRATION.

          (a)  NOTICE OF REGISTRATION.  If at any time, Parent shall
determine to register any of its securities, either for its own account or
the account of a security holder or holders other than (i) a registration
relating solely to employee benefit plans, or (ii) a registration relating
solely to a Commission Rule 145 transaction, Parent will:

               (i)  promptly give written notice thereof (A) to each Pipeline
Stockholder and (B) to the attorneys listed on EXHIBIT B hereto, and

               (ii) include in such registration (and any related
qualification under blue sky laws or other compliance), and in any
underwriting involved therein, such number of the Registrable



                                      -6-
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Pipeline Securities as is specified in a written request or requests made
within fifteen (15) days after receipt of such written notice from Parent by
any Pipeline Stockholder.

          (b)  UNDERWRITING.  If the registration of which Parent gives
notice is for a registered public offering involving an underwriting, Parent
shall so advise the Pipeline Stockholders as a part of the written notice
given pursuant to Section 2.6(a)(i).  All Pipeline Stockholders proposing to
distribute their securities through such underwriting shall (together with
Parent and any other Parent stockholders distributing their securities
through such underwriting) enter into an underwriting agreement in customary
form with the managing underwriter selected for such underwriting by Parent
(or by the holders who have demanded such registration).  If the managing
underwriter determines that marketing factors require a limitation of the
number of shares to be underwritten, the managing underwriter must first
exclude from the registration and underwriting all shares of Parent Common
Stock held by stockholders other than the Pipeline Stockholders.
NOTWITHSTANDING THE PRECEDING SENTENCE, if the registration and underwriting
were initiated pursuant to Section 2.5 hereof, then the managing underwriter
must exclude from such registration and underwriting:  (i) first, up to all
shares of Parent Common Stock held by stockholders other than the Company
Shareholders and the Pipeline Stockholders; and (ii) next, and only if all
shares excludable pursuant to subsection (i) above have been excluded, up to
all shares of Parent Common Stock held by the Pipeline Stockholders. Subject
to the requirements in the preceding two sentences, the managing underwriter
may limit the number of Registrable Pipeline Securities to be included in the
registration and underwriting.  If any Pipeline Stockholder or other holder
disapproves of the terms of any such underwriting, he or she may elect to
withdraw therefrom by written notice to Parent and the managing underwriter.
Any securities excluded or withdrawn from such underwriting shall be
withdrawn from such registration, and shall not be transferred in a public
distribution prior to ninety (90) days after the effective date of the
registration statement relating thereto and Parent shall allow other
participating Pipeline Stockholders to increase the number of securities to
be included in the registration, on a pro rata basis up to the aggregate
amount of securities so excluded or withdrawn.

          (c)  RIGHT TO TERMINATE REGISTRATION.  Parent shall have the right
to terminate or withdraw any registration initiated by it under this Section
2.6 prior to the effectiveness of such registration, whether or not any
Pipeline Stockholder has elected to include securities in such registration.

          (d)  COMPANY REGISTRATION OTHER THAN ON FORM S-3.  If Parent, at
the request or demand of the Company Shareholders, prepares and files a
registration statement that includes Parent Shares owned by Company
Shareholders other than a registration statement prepared and filed under
Section 2.5, the Pipeline Stockholders will have the same rights with respect
to such registration as if such registration statement were prepared under
Section 2.5.

     2.7  REQUESTED REGISTRATION.

          (a)  REQUEST FOR REGISTRATION.  If, at any time after November 30,
1997, Parent receives from Initiating Pipeline Holders a written request that
Parent effect any registration, qualification or compliance with respect to
the Registrable Pipeline Securities, Parent will:

                                      -7-
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               (i)  promptly (and in any case within 10 days after such
request) give written notice of the proposed registration, qualification or
compliance to all other Pipeline Stockholders; and

               (ii) use its best efforts to effect such registration,
qualification or compliance (including, without limitation, the execution of
an undertaking to file post-effective amendments, appropriate qualification
under applicable blue sky or other state securities laws and appropriate
compliance with applicable regulations issued under the Securities Act and
any other governmental requirements or regulations) as may be so requested
and as would permit or facilitate the sale and distribution, in the manner
requested by the Initiating Pipeline Holders, of such portion of the
Registrable Pipeline Securities held by the Initiating Pipeline Holders
specified in such request, together with such portion of the Registrable
Pipeline Securities of any Pipeline Stockholder or Pipeline Stockholders
joining in such request as are specified in a written request received by
Parent within thirty (30) days after receipt of such written notice from
Parent; PROVIDED, HOWEVER, that Parent shall not be obligated to take any
action to effect any such registration, qualification or compliance pursuant
to this Section 2.7:

                    (1)  In any particular jurisdiction in which Parent would
be required to execute a general consent to service of process in effecting
such registration, qualification or compliance unless Parent is already
subject to service in such jurisdiction and except as may be required by the
Securities Act;

                    (2)  If Parent shall furnish to such Pipeline
Stockholders a certificate, signed by the President or Chief Executive
Officer of Parent, stating that in the good faith judgment of the Board of
Directors it would be seriously detrimental to Parent or its stockholders for
a registration statement to be filed in the near future, in which case
Parent's obligation to use its best efforts to register, qualify or comply
under this Section 2.7 shall be deferred for a period not to exceed ninety
(90) days from the date of receipt of written request from the Initiating
Pipeline Holders; provided, however, that Parent may not utilize this right
more than once in any twelve (12) month period, and for each period of 30
days that Parent's obligations under this Section 2.7 are deferred, the
percentage of Registrable Pipeline Securities held by Initiating Pipeline
Holders and other Holders that may be included in the registration shall
increase by 5%, up to total percentage of 65% of their Registrable Pipeline
Securities if such obligations are deferred for 90 days.

     Subject to the foregoing clauses (1) and (2), Parent shall file a
registration statement covering the Registrable Pipeline Securities so
requested to be registered as soon as practicable after receipt of the
request or requests of the Initiating Pipeline Holders (and in any case not
more than 45 days after such receipt).  Subject to the rights of the Company
Shareholders set forth in Section 2.5, the Pipeline Stockholders' rights to
register Pipeline Shares under this Section 2.7 shall have preference and
priority over the registration rights granted to any existing Parent
stockholder.

          (b)  UNDERWRITING.  In the event that a registration pursuant to
Section 2.7 is for a registered public offering involving an underwriting.

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               (i)  Parent shall so advise each Pipeline Stockholder as part
of the notice given pursuant to Section 2.7(a)(i), and the right of any
Pipeline Stockholder to registration shall be conditioned upon such Pipeline
Stockholder's participation in the underwriting arrangements and the
inclusion of such Pipeline Stockholder's Registrable Pipeline Securities in
the underwriting, to the extent requested, to the extent provided herein.

               (ii) Parent shall enter into an underwriting agreement in
customary form with the managing underwriter selected for such underwriting
by a majority in interest of the Initiating Pipeline Holders (which managing
underwriter shall be reasonably acceptable to Parent).  Notwithstanding any
other provision of this Section 2.7(b), if the managing underwriter advises
the Initiating Pipeline Holders in writing that marketing factors require a
limitation of the number of shares to be underwritten, then Parent shall so
advise all Holders of Registrable Pipeline Securities and the number of
shares of Registrable Pipeline Securities that may be included in the
registration and underwriting shall be allocated among all Holders thereof in
proportion, as nearly as practicable, to the respective amounts of
Registrable Pipeline Securities held by such Holders at the time of filing
the registration statement; PROVIDED, HOWEVER, that the number of shares of
Registrable Pipeline Securities to be included in such underwriting shall not
be reduced unless all other Parent securities are first entirely excluded
from the underwriting.  No Registrable Pipeline Securities excluded from the
underwriting by reason of the underwriter's marketing limitation shall be
included in such registration.  To facilitate the allocation of shares in
accordance with the above provisions, Parent or the underwriters may round
the number of shares allocated to any Holder to the nearest 100 shares.

               (iii)     If any Holder of Registrable Pipeline Securities
disapproves of the terms of the underwriting, such person may elect to
withdraw therefrom by written notice to Parent, the managing underwriter and
the Initiating Pipeline Holders.  The Registrable Pipeline Securities and/or
other securities so withdrawn shall also be withdrawn from registration, and
such Registrable Pipeline Securities shall not be transferred in a public
distribution prior to ninety (90) days after the effective date of such
registration and Parent shall allow other participating Holders to increase
the number of securities to be included in the registration, on a pro rata
basis up to the aggregate amount of securities so excluded or withdrawn.

     2.8  LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS.  From and after the
date hereof, Parent shall not enter into any agreement granting any holder or
prospective holder of any securities of Parent registration rights with
respect to such securities which:

          (a)  prevent or limit the Company Shareholders' ability to exercise
their rights under Section 2.5;

          (b)  grant piggyback rights superior to the rights afforded to the
Pipeline Stockholders under Section 2.6, or pari passu with or superior to
the cutback priority position afforded to the Pipeline Stockholders under
Section 2.6(b)(i) and (ii) as applicable to a registration and underwriting
initiated pursuant to Section 2.5; or

                                      -9-
<PAGE>

          (c)  prevent or limit the Pipeline Stockholders' ability to
exercise their rights under Section 2.7.

     2.9  EXPENSES OF REGISTRATION.  All Registration Expenses incurred in
connection with any registration pursuant to Section 2.5, 2.6 or 2.7 and the
reasonable cost of one special legal counsel to represent all of the Holders
together in any such registration shall be borne by Parent.  If a
registration proceeding is begun upon the request of Initiating Company
Holders or Initiating Pipeline Holders pursuant to Section 2.5, 2.6 or 2.7,
but such request is subsequently withdrawn by the Initiating Company Holders
or Initiating Pipeline Holders, then the Holders of Registrable Securities to
have been registered shall bear all Registration Expenses of such proceeding,
pro rata on the basis of the number of shares to have been registered.
Notwithstanding the foregoing, however, if at the time of the withdrawal, the
Holders have learned of a material adverse change in the condition, business
or prospects of Parent (including, but not limited to, a decrease of at least
33 1/3% in the closing price of the Parent Common Stock from the date of the
Holders' request, as reported by the Nasdaq National Market) from that known
to the Holders at the time of their request, then the Holders shall not be
required to pay any of said Registration Expenses, and in such case, Parent
shall be deemed not to have effected a registration pursuant to Section 2.5,
2.6 or 2.7.  Unless otherwise stated, all other Selling Expenses relating to
securities registered on behalf of the Holders shall be borne by the Holders
of the registered securities included in such registration pro rata on the
basis of the number of shares so registered.

     2.10 REGISTRATION PROCEDURES.  In the case of each registration,
qualification or compliance effected by Parent pursuant to this Section 2,
Parent will keep each Holder advised in writing as to the initiation of each
registration, qualification and compliance and as to the completion thereof.
At its expense Parent will:

          (a)  Prepare and file with the Commission a registration statement
with respect to such securities and use its best efforts to cause such
registration statement to become and remain effective for at least one (1)
year or until the distribution described in the registration statement has
been completed, whichever comes first; and

          (b)  Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in
connection with such registration statement as may be necessary to comply
with the provisions of the Securities Act with respect to the disposition of
all securities covered by such registration statement.

          (c)  Furnish to the Holders participating in such registration and
to the underwriters of the securities being registered such reasonable number
of copies of the registration statement, preliminary prospectus, final
prospectus and such other documents as such Holders and underwriters may
reasonably request in order to facilitate the public offering of such
securities.

          (d)  Use its best efforts to register and qualify the securities
covered by such registration statement under such other securities or Blue
Sky laws of such jurisdictions as shall be reasonably requested by the
Holders; provided that Parent shall not be required in connection

                                      -10-
<PAGE>

therewith or as a condition thereto to qualify to do business or to file a
general consent to service of process in any such states or jurisdictions,
unless Parent is already subject to service in such jurisdiction and except
as may be required by the Securities Act.

          (e)  In the event of any underwritten public offering, enter into
and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering.  Each Holder
participating in such underwriting shall also enter into and perform its
obligations under such an agreement.

          (f)  Notify each Holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any
event as a result of which the prospectus included in such 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.

          (g)  Cause all such Registrable Securities registered pursuant
hereunder to be listed on each securities exchange or market on which similar
securities issued by Parent are then listed.

          (h)  Provide a transfer agent and registrar for all Registrable
Securities registered pursuant hereunder and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of
such registration.

          (i)  Use its best efforts to furnish, at the request of any Holder
requesting registration of Registrable Securities pursuant to this Section 2,
on the date that such Registrable Securities are delivered to the
underwriters for sale in connection with a registration pursuant to this
Section 2, if such securities are being sold through underwriters, or, if
such securities are not being sold through underwriters, on the date that the
registration statement with respect to such securities becomes effective, (i)
an opinion, dated such date, of the counsel representing Parent for the
purposes of such registration, in form and substance as is customarily given
to underwriters in an underwritten public offering, addressed to the
underwriters, if any, and to the Holders requesting registration of
Registrable Securities and (ii) a letter dated such date, from the
independent certified public accountants of Parent, in form and substance as
is customarily given by independent certified public accountants to
underwriters in an underwritten public offering, addressed to the
underwriters, if any, and to the Holders requesting registration of
Registrable Securities.

     2.11 INDEMNIFICATION.

          (a)  Parent will indemnify each Holder, each of its officers and
directors and partners, and each person controlling such Holder within the
meaning of Section 15 of the Securities Act, with respect to which
registration, qualification or compliance has been effected pursuant to this
Section 2, and each underwriter, if any, and each person who controls any
underwriter within the meaning of Section 15 of the Securities Act, against
all expenses, claims, losses, damages or liabilities (or actions in respect
thereof), including any of the foregoing incurred in settlement of any
litigation,

                                      -11-
<PAGE>

commenced or threatened, arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any registration
statement, prospectus, preliminary prospectus, offering circular or other
document, or any amendment or supplement thereto, incident to any such
registration, qualification or compliance, or 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, in light of the
circumstances in which they were made, not misleading, or any violation or
any alleged violation by Parent of any rule or regulation promulgated under
the Securities Act or the Exchange Act or any state securities law applicable
to Parent in connection with any such registration, qualification or
compliance, and Parent will reimburse each such Holder, each of its officers
and directors, and each person controlling such Holder, each such underwriter
and each person who controls any such underwriter, for any legal and any
other expenses reasonably incurred in connection with investigating,
preparing or defending any such claim, loss, damage, liability or action, as
such expenses are incurred, provided that Parent will 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 on any untrue statement or omission or
alleged untrue statement or omission, made in reliance upon and in conformity
with written information furnished to Parent by an instrument duly executed
by such Holder, controlling person or underwriter and stated to be
specifically for use therein.

          (b)  Each Holder will, if Registrable Securities held by such
Holder are included in the securities as to which such registration,
qualification or compliance is being effected, indemnify Parent, each of its
directors and officers, each underwriter, if any, of Parent's securities
covered by such a registration statement, each person who controls Parent or
such underwriter within the meaning of Section 15 of the Securities Act, and
each other such Holder, each of its officers and directors and each person
controlling such Holder within the meaning of Section 15 of the Securities
Act, against all claims, losses, damages and liabilities (or actions in
respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any such registration
statement, prospectus, offering circular or other document, 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, and will
reimburse Parent, such Holders, such directors, officers, persons,
underwriters or control persons for any legal or any other expenses
reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability or action, as such expenses are incurred, in
each case to the extent, but only to the extent, that such untrue statement
(or alleged untrue statement) or omission (or alleged omission) is made in
such registration statement, prospectus, offering circular or other document
in reliance upon and in conformity with written information furnished to
Parent by an instrument duly executed by such Holder and stated to be
specifically for use therein.

          (c)  Each party entitled to indemnification under this Section 2.11
(the "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified
Party has actual knowledge of any claim as to which indemnity may be sought,
and shall permit the Indemnifying Party to assume the defense of any such
claim or any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or
litigation, shall be approved by the Indemnified Party (whose approval shall
not unreasonably be withheld), and the Indemnified Party may participate in

                                      -12-
<PAGE>

such defense at such party's expense; provided, however, that an Indemnified
Party (together with all other Indemnified Parties which may be represented
without conflict by one counsel) shall have the right to retain one separate
counsel, with the fees and expenses to be paid by the Indemnifying Party, if
representation of such Indemnified Party by the counsel retained by the
Indemnifying Party would be inappropriate due to actual or potential
differing interests between such Indemnified Party and any other party
represented by such counsel in such proceeding.  The failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 2.11 unless the
failure to give such notice is materially prejudicial to an Indemnifying
Party's ability to defend such action.  No Indemnifying Party, in the defense
of any such claim or litigation, shall, except with the consent of each
Indemnified Party, consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such Indemnified Party of a release from all
liability in respect to such claim or litigation.

     2.12 INFORMATION BY HOLDER.  The Holder or Holders of Registrable
Securities included in any registration shall furnish to Parent such
information regarding such Holder or Holders, the Registrable Securities held
by them and the distribution proposed by such Holder or Holders as Parent may
reasonably request in writing and as shall be required in connection with any
registration, qualification or compliance referred to in this Section 2.

     2.13 RULE 144 REPORTING.  With a view to making available the benefits
of certain rules and regulations of the Commission which may at any time
permit the sale of the Restricted Securities to the public without
registration, Parent agrees to use its best efforts to:

          (a)  Make and keep public information available, as those terms are
understood and defined in Rule 144 under the Securities Act, at all times;

          (b)  File with the Commission in a timely manner all reports and
other documents required of Parent under the Securities Act and the Exchange
Act; and

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

     2.14 TRANSFER OF REGISTRATION RIGHTS.  The rights to cause Parent to
register securities granted Rights Holders under Section 2.5, 2.6 or 2.7 may
be assigned to a transferee or assignee in connection with any transfer or
assignment of Registrable Securities by a Rights Holder (together with any
affiliate); PROVIDED that (a) such transfer may otherwise be effected in
accordance with applicable securities laws, (b) notice of such assignment is
given to Parent, and (c) such transferee or assignee is a wholly-owned
subsidiary or constituent partner (including limited partners, retired

                                      -13-

<PAGE>

partners, spouses and ancestors, lineal descendants and siblings of such
partners or spouses who acquire Registrable Securities by gift, will or
intestate succession) of, or trust controlled by, such Rights Holder.

     2.15 MARKET STANDOFF AGREEMENT.  Each Holder agrees in connection with
any registered underwritten sale of Parent's securities, upon request of
Parent or the underwriters managing such underwritten offering of Parent's
securities, not to sell, make any short sale of, loan, pledge (or otherwise
encumber or hypothecate), grant any option for the purchase of, or otherwise
directly or indirectly dispose of any Registrable Securities (other than
those included in the registration) without the prior written consent of
Parent and such managing underwriters for such period of time (not to exceed
to 90 days) as the Board of Directors establishes pursuant to its good faith
negotiations with such managing underwriters; PROVIDED, HOWEVER, that the
Rights Holders shall not be subject to such lockup unless the officers and
directors of Parent who own stock of Parent shall also be bound by the same
or greater restrictions.

                                    SECTION 3

                                  MISCELLANEOUS

     3.1  ASSIGNMENT.  Except as otherwise provided herein, the terms and
conditions of this Agreement shall inure to the benefit of and be binding
upon the respective successors and assigns of the parties hereto.

     3.2  THIRD PARTIES.  Nothing in this Agreement, express or implied, is
intended to confer upon any party, other than the parties hereto, and their
respective successors and assigns, any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as expressly
provided herein.

     3.3  GOVERNING LAW.  This Agreement shall be governed by and construed
under the laws of the State of California.

     3.4  COUNTERPARTS.  This Agreement may be executed in two or more
counterparts from time to time in accordance with Section 3.10 below, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

     3.5  NOTICES.  All notices shall be in writing and shall be deemed given
if delivered personally or when received if delivered by commercial delivery
service or mailed by registered or certified mail (return receipt requested)
or sent via facsimile (with acknowledgment of complete transmission) to the
parties at the addresses of the parties hereto in the stockholder and
shareholder records of Parent and Company, respectively (or at such other
address for a party as shall be specified by like notice).

                                      -14-
<PAGE>

     3.6  SEVERABILITY.  In the event that any provision of this Agreement or
the application thereof, becomes or is declared by a court of competent
jurisdiction to be illegal, void or unenforceable, the remainder of this
Agreement will continue in full force and effect and the application of such
provision to other persons or circumstances will be interpreted so as
reasonably to effect the intent of the parties hereto.  The parties further
agree to replace such void or unenforceable provision of this Agreement with
a valid and enforceable provision that will achieve, to the extent possible,
the economic, business and other purposes of such void or unenforceable
provision.

     3.7  AMENDMENT AND WAIVER.  Except as provided in Section 3.10 hereof,
any provision of this Agreement may be amended or waived with the written
consent of Parent and the Holders of at least fifty percent (50%) of the
outstanding shares of the Registrable Securities; PROVIDED, HOWEVER, that
Sections 2.5 and 2.8(a) may be amended or waived only with the written
consent of Parent and the Holders of at least fifty percent (50%) of the
outstanding shares of Registrable Company Securities, and that Sections 2.6,
2.7, 2.8(b) and 2.8(c) may be amended or waived only with the written consent
of Parent and the Holders of at least fifty percent (50%) of the outstanding
shares of Registrable Pipeline Securities.  Any amendment or waiver effected
in accordance with this paragraph shall be binding upon each Holder and
Parent.  In addition, Parent may waive performance of any obligation owing to
it, as to some or all of the Holders, or agree to accept alternatives to such
performance, without obtaining the consent of any Holder. In the event that
an underwriting agreement is entered into between Parent and any Holder, and
such underwriting agreement contains terms differing from this Agreement, as
to any such Holder the terms of such underwriting agreement shall govern.

     3.8  RIGHTS OF HOLDERS.  Each holder of Registrable Securities shall
have the absolute right to exercise or refrain from exercising any right or
rights that such holder may have by reason of this Agreement, including,
without limitation, the right to consent to the waiver or modification of any
obligation under this Agreement, and such holder shall not incur any
liability to any other holder of any securities of Parent as a result of
exercising or refraining from exercising any such right or rights.

     3.9  DELAYS OR OMISSIONS.  No delay or omission to exercise any right,
power or remedy accruing to any party to this Agreement, upon any breach or
default of the other party, shall impair any such right, power or remedy of
such non-breaching party nor shall it be construed to be a waiver of any such
breach or default, or an acquiescence therein, or of or in any similar breach
or default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or
thereafter occurring.  Any waiver, permit, consent or approval of any kind or
character on the part of any party of any breach or default under this
Agreement, or any waiver on the part of any party of any provisions or
conditions of this Agreement, must be made in writing and shall be effective
only to the extent specifically set forth in such writing.  All remedies,
either under this Agreement, or by law or otherwise afforded to any holder,
shall be cumulative and not alternative.

     3.10 FUTURE SIGNATORIES.  After the date hereof, Parent shall make
available to all former Company shareholders and to all former Pipeline
shareholders the opportunity to sign this Agreement and thereby to become
bound hereby and receive the benefits hereof as Holders hereunder.

                                      -15-
<PAGE>

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


INTELLIQUEST INFORMATION
GROUP, INC.                             RIGHTS HOLDERS


Signature:                              Signature:
          ------------------------                ------------------------
Name:                                   Name:
          ------------------------                ------------------------
Title:                                  Title:
          ------------------------                ------------------------




                      **REGISTRATION RIGHTS AGREEMENT**

<PAGE>

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


INTELLIQUEST INFORMATION
GROUP, INC.                              RIGHTS HOLDERS


Signature: /s/ James A. Schellhase       Signature:
           ------------------------                ------------------------
Name:      James A. Schellhase           Name:
           ------------------------                ------------------------
Title:     CFO, Secretary                Title:
           ------------------------                ------------------------




                      **REGISTRATION RIGHTS AGREEMENT**

<PAGE>

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


INTELLIQUEST INFORMATION
GROUP, INC.                             RIGHTS HOLDERS


Signature:                              Signature: /s/ Stephen Auditore
           ------------------------                ------------------------

Name:                                   Name:      Stephen Auditore
           ------------------------                ------------------------
Title:                                  Title:
           ------------------------                ------------------------




                      **REGISTRATION RIGHTS AGREEMENT**

<PAGE>

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


INTELLIQUEST INFORMATION
GROUP, INC.                             RIGHTS HOLDERS


Signature:                              Signature: /s/ Peter J. Auditore
           ------------------------                ------------------------

Name:                                   Name:      Peter J. Auditore
           ------------------------                ------------------------
Title:                                  Title:
           ------------------------                ------------------------




                      **REGISTRATION RIGHTS AGREEMENT**

<PAGE>

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


INTELLIQUEST INFORMATION
GROUP, INC.                             RIGHTS HOLDERS


Signature:                              Signature: /s/ Charles A. Johnson
           ------------------------                ------------------------

Name:                                   Name:      Charles A. Johnson
           ------------------------                ------------------------
Title:                                  Title:
           ------------------------                ------------------------




                      **REGISTRATION RIGHTS AGREEMENT**

<PAGE>

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


INTELLIQUEST INFORMATION
GROUP, INC.                             RIGHTS HOLDERS


Signature:                              Signature: /s/ A. Matthews Thompson
           ------------------------                ------------------------

Name:                                   Name:      A. Matthews Thompson
           ------------------------                ------------------------
Title:                                  Title:
           ------------------------                ------------------------




                      **REGISTRATION RIGHTS AGREEMENT**

<PAGE>

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


INTELLIQUEST INFORMATION
GROUP, INC.                             RIGHTS HOLDERS


Signature: /s/ James A. Schellhase      Signature:
           ------------------------                ------------------------

Name:      James A. Schellhase          Name:
           ------------------------                ------------------------
Title:     CFO, Secretary               Title:
           ------------------------                ------------------------




                      **REGISTRATION RIGHTS AGREEMENT**
<PAGE>

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


INTELLIQUEST INFORMATION
GROUP, INC.                             RIGHTS HOLDERS


Signature:                              Signature: /s/ Stephen Auditore
           ------------------------                ------------------------

Name:                                   Name:      Stephen Auditore
           ------------------------                ------------------------
Title:                                  Title:
           ------------------------                ------------------------




                      **REGISTRATION RIGHTS AGREEMENT**

<PAGE>

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


INTELLIQUEST INFORMATION
GROUP, INC.                             RIGHTS HOLDERS


Signature:                              Signature: /s/ Peter J. Auditore
           ------------------------                ------------------------

Name:                                   Name:      Peter J. Auditore
           ------------------------                ------------------------
Title:                                  Title:
           ------------------------                ------------------------




                      **REGISTRATION RIGHTS AGREEMENT**
<PAGE>

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


INTELLIQUEST INFORMATION
GROUP, INC.                             RIGHTS HOLDERS


Signature:                              Signature: /s/ Charles A. Johnson
           ------------------------                ------------------------

Name:                                   Name:      Charles A. Johnson
           ------------------------                ------------------------
Title:                                  Title:     Member, Moseley Holtt
           ------------------------                ------------------------




                      **REGISTRATION RIGHTS AGREEMENT**
<PAGE>

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


INTELLIQUEST INFORMATION
GROUP, INC.                             RIGHTS HOLDERS


Signature:                              Signature: /s/ A. Matthews Thompson
           ------------------------                ------------------------

Name:                                   Name:      A. Matthews Thompson
           ------------------------                ------------------------
Title:                                  Title:     CEO
           ------------------------                ------------------------




                        **REGISTRATION RIGHTS AGREEMENT**

<PAGE>

                                      EXHIBIT A

                                COMPANY SHAREHOLDERS


            Stephen Auditore
            Peter Auditore







<PAGE>

                                     EXHIBIT B

                              PIPELINE STOCKHOLDERS


            A Matthews Thompson
            Ralph W. Bowlin
            Mark E. Novisoff
            Micro Warehouse
            Patrick M. Cummiskey
            Michael J. Geihsler
            Said Mohammadioun
            Eugene Hill
            Jeffrey Kerker
            Julian H. Danielly
            William & June Warren
            Bernard Simkin
            3031204 Manitoba Ltd.
            Murray Simkin
            Brad Biddy
            Delaware Charter Guarantee & Trust Company
            Peter A. Orr
            Chuck Leamon
            Michael Fagen
            Martha J. Day
            Sloan Hill
            Kristin Colier
            James C. Kloss

            Noro-Moseley Partners III, L.P.
            77 Capital Partners, L.P.

            ATTORNEY:
            Philip H. Moise, Esq.
            Randy Faigin, Esq.
            Nelson Mullins Riley & Scarborough
            999 Peachtree Street, N.E.
            Suite 1400
            Atlanta, GA  30309
            Telephone:  (404) 817-6141
            Fax:  (404) 817-6522