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                                                                     EXHIBIT 4.8


                              eVENTURES GROUP, INC.

                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered into on the 26th day of May, 2000, by and among eVENTURES GROUP, INC., a
Delaware corporation (the "Company"), Andrew S. Pakula, an individual residing
in the State of New York ("Pakula"), and Laura Berland, an individual residing
in the State of New York ("Berland") (Pakula and Berland, collectively, the
"Stockholders"), as holders of shares of the Common Stock, par value $0.00002
per share, of the Company ("Common Stock").

                                   WITNESSETH:

         WHEREAS, the Company and the Stockholders entered into that certain
Stock Purchase Agreement dated May 26, 2000 (the "Stock Purchase Agreement"),
pursuant to which the Stockholders acquired shares of the Company's Common
Stock; and

         WHEREAS, in connection with the Stock Purchase Agreement, the parties
have agreed to enter into this Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement and in the Stock Purchase Agreement, the sufficiency
of which is hereby acknowledged, the parties hereby agree as follows:

         1. REGISTRABLE SHARES. For purposes of this Agreement "Registrable
Shares" shall mean, at any time, and with respect to any Stockholder or
Qualified Transferee (as defined in Section 7(f) below), any Restricted
Securities (as defined below) held by such Stockholder or Qualified Transferee,
and "Holder" shall mean any Stockholder or Qualified Transferee holding
Registrable Shares. As to any particular Registrable Shares, once issued, such
Registrable Shares shall cease to be Registrable Shares (1) when such
Registrable Shares have been registered under the Securities Act of 1933, as
amended, or any successor Federal statute (the "Act"), the Registration
Statement in connection therewith has been declared effective and they have been
disposed of pursuant to and in the manner described in such effective
Registration Statement, (2) when such Registrable Shares are sold or distributed
pursuant to Rule 144, (3) when such Registrable Shares have ceased to be
outstanding, or (4) when such Registrable Shares have been transferred to a
person or entity other than a Qualified Transferee. For purposes of this
Agreement, the term "Restricted Securities" shall mean, at any time and with
respect to any Stockholder or Qualified Transferee, the shares of Common Stock
which are held by such Stockholder or Qualified Transferee and which theretofor
have not been sold to the public pursuant to a Registration Statement or
pursuant to Rule 144 under the Act. For purposes of this Agreement, the term
"Registration Statement" shall mean any registration statement of the Company
which covers any of the Registrable Shares, and all amendments and supplements
to any such Registration Statement, including post-effective amendments, in each
case including the


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Prospectus (defined herein) contained therein, all exhibits thereto and all
material incorporated by reference therein. For purposes of this Agreement, the
term "Prospectus" shall mean the prospectus included in a Registration
Statement, including any prospectus subject to completion, and any such
Prospectus as amended or supplemented by any prospectus supplement with respect
to the terms of the offering of any portion of the Registrable Shares and, in
each case, by all other amendments and supplements to such prospectus, including
post-effective amendments, and in each case including all material incorporated
by reference therein. For purposes of this Agreement, the term "Rule 144" shall
mean Rule 144 promulgated under the Act or any successor or similar rule
thereto, as may be enacted by the Securities and Exchange Commission (the
"Commission") from time to time.

         2. PIGGYBACK REGISTRATIONS.

                  (a) RIGHT TO PIGGYBACK. If the Company proposes to register
            any of its securities under the Act (other than pursuant to (i) a
            registration solely in connection with an employee benefit or stock
            ownership plan on Form S-8 or any comparable or successor form, (ii)
            a registration solely in connection with an acquisition consummated
            in a manner which would permit registration of such securities to
            the public on Form S-4 or any comparable or successor form or (iii)
            a "shelf" or similar registration for use solely in connection with
            future acquisitions), and the registration form to be used may be
            used for the registration of Registrable Shares (a "Piggyback
            Registration"), the Company will give prompt written notice to all
            Holders of Registrable Shares of its intention to effect such a
            registration (each a "Piggyback Notice"). Subject to Sections 2(b)
            and 2(c) below, the Company will include in such registration all
            shares of Registrable Shares which Holders of Registrable Shares
            request the Company to include in such registration by written
            notice given to the Company within twenty (20) days after the date
            of receipt of the Piggyback Notice.

                  (b) PRIORITY ON PRIMARY REGISTRATIONS. If a Piggyback
            Registration relates to an underwritten public offering of equity
            securities by the Company and the managing underwriters for such
            offering advise the Company in writing that in their opinion the
            number of securities requested to be included in such registration
            exceeds the number which can be sold in an orderly manner in such
            offering within a price range acceptable to the Company, the Company
            will include in such registration (i) first, the securities proposed
            to be sold by the Company, (ii) second, the securities proposed to
            be sold by any other persons with registration rights prior to those
            of the Holders, (iii) third, the Registrable Shares requested to be
            included in such registration, pro rata among the Holders of such
            Registrable Shares on the basis of the number of shares owned by
            each such Holder, and (iv) fourth, other securities requested to be
            included in such registration.

                  (c) PRIORITY ON SECONDARY REGISTRATIONS. If a Piggyback
            Registration relates to an underwritten public offering of equity
            securities held solely by holders of the Company's securities and
            the managing underwriters advise the Company in writing that in
            their opinion the number of securities requested to be included in
            such registration exceeds the number which can be sold in an orderly
            manner in such offering within a price range acceptable to the
            holders initially requesting such registration, the Company



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            will include in such registration (i) first, the securities
            requested to be included therein by the holders requesting such
            registration, (ii) second, the securities proposed to be sold by any
            other persons with registration rights prior to those of the
            Holders, (iii) third, the Registrable Shares requested to be
            included in such registration, pro rata among the Holders of such
            Registrable Shares on the basis of the number of shares owned by
            each such Holder, and (iv) fourth, other securities requested to be
            included in such registration.

         3. REGISTRATION PROCEDURES. Whenever the Holders of Registrable Shares
have requested that any Registrable Shares be registered pursuant to this
Agreement, the Company will use its best efforts to effect the registration and
the sale of such Registrable Shares in accordance with the intended method of
distribution thereof and will as expeditiously as possible:

                  (i) prepare and file with the Commission and in any event
            within 60 days from the date of the request, a Registration
            Statement with respect to such Registrable Shares on any appropriate
            form under the Act, which form shall be selected by the Company and
            shall be available for the sale of Registrable Shares in accordance
            with the intended method or methods of distribution thereof and use
            its best efforts to cause such Registration Statement to become
            effective, provided that before filing a Registration Statement or
            Prospectus or any amendments or supplements thereto, the Company
            will furnish to the counsel selected by the Holders of a majority of
            the Registrable Shares included in such Registration Statement
            copies of all such documents proposed to be filed, which documents
            will be subject to the review of such counsel;

                  (ii) prepare and file with the Commission such amendments and
            post-effective amendments to such Registration Statement and
            supplements to the Prospectus used in connection therewith (and file
            the Prospectus, as so supplemented, under Rule 424 under the Act, if
            required) as may be necessary to keep such Registration Statement
            effective for the applicable period in accordance with the intended
            method of distribution not to exceed one year, and comply with the
            provisions of the Act with respect to the disposition of all
            securities included in such Registration Statement during such
            period in accordance with the intended methods of distribution by
            the selling Holders thereof set forth in such Registration Statement
            or supplement to such Prospectus;

                  (iii) furnish to each selling Holder of Registrable Shares,
            without charge, such number of copies of such Registration
            Statement, each amendment and supplement thereto (in each case
            including all exhibits), the Prospectus included in such
            Registration Statement (including each preliminary Prospectus) and
            such other documents as such selling Holder may reasonably request
            in order to facilitate the disposition of the Registrable Shares
            owned by such selling Holder;

                  (iv) notify the selling Holders of Registrable Shares and the
            managing underwriters, if any, promptly and (if requested by any
            such Holders) confirm



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            such advice in writing, (A) when a Prospectus, including any
            Prospectus supplement or post-effective amendment has been filed,
            and, with respect to a Registration Statement or any post-effective
            amendment, when the same has become effective, (B) of any request by
            the Commission for amendments or supplements to a Registration
            Statement or related Prospectus or for additional information, (C)
            of the issuance by the Commission of any stop order suspending the
            effectiveness of a Registration Statement or the initiation of any
            proceedings for that purpose, (D) of the receipt by the Company of
            any notification with respect to the suspension of the qualification
            of any of the Registrable Shares for sale in any jurisdiction or the
            initiation or threatening of any proceeding for such purpose and if
            at any time the representations and warranties of the Company
            contemplated by paragraph (x) below cease to be true and correct,
            (E) of the existence of any fact which results in a Registration
            Statement, a Prospectus or any document incorporated therein by
            reference containing an untrue statement of a material fact or
            omitting to state a material fact necessary to make the statements
            therein, in light of the circumstances under which they were made,
            not misleading;

                  (v) use its best efforts to register or qualify such
            Registrable Shares under such other securities or blue sky laws of
            such jurisdictions as any selling Holder reasonably requests and do
            any and all other acts and things which may be reasonably necessary
            or advisable to enable such selling Holder to consummate the
            disposition in such jurisdictions of the Registrable Shares owned by
            such selling Holder, provided that the Company will not be required
            (A) to qualify generally to do business in any jurisdiction where it
            would not otherwise be required to qualify but for this
            subparagraph, (B) to subject itself to taxation in any such
            jurisdiction, or (C) to consent to general service of process in any
            such jurisdiction;

                  (vi) notify each selling Holder of such Registrable Shares, at
            any time when a Prospectus relating thereto is required to be
            delivered under the Act, of the happening of any event referred to
            in clause (iv)(E) of this Section 3, and, at the request of any such
            selling Holder, prepare a supplement to such Prospectus or a
            post-effective amendment to such Registration Statement so that, as
            thereafter delivered to the purchasers of such Registrable Shares,
            such Prospectus will not contain an untrue statement of a material
            fact or omit to state any fact necessary to make the statements
            therein not misleading;

                  (vii) cause all such Registrable Shares to be listed on each
            securities exchange on which similar securities issued by the
            Company are then listed and to be qualified for trading on each
            system on which similar securities issued by the Company are from
            time to time qualified;

                  (viii) provide a transfer agent and registrar for all such
            Registrable Shares not later than the effective date of such
            Registration Statement and thereafter maintain such transfer agent
            and registrar;



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                  (ix) enter into such customary agreements (including
            underwriting agreements in customary form) and take all such other
            actions as the Holders of a majority of the Registrable Shares being
            sold or the underwriters, if any, reasonably request in order to
            expedite or facilitate the disposition of such Registrable Shares;

                  (x) in connection with an underwritten offering, use its best
            efforts to (A) obtain opinions of counsel to the Company and updates
            thereof, which counsel and opinions (in form, scope and substance)
            shall be reasonably satisfactory to the managing underwriters,
            addressed to the underwriters, covering the matters customarily
            covered in opinions requested in underwritten offerings and such
            other matters as may be reasonably requested by such underwriters;
            and (B) obtain "cold comfort" letters and updates thereof from the
            Company's independent certified public accountants, addressed to the
            underwriters, such letters to be in customary form and covering
            matters of the type customarily covered in "cold comfort" letters to
            underwriters in connection with underwritten offerings; make
            available for inspection during customary business hours by any
            underwriter participating in any disposition pursuant to a
            registration statement, and any attorney or accountant retained by
            such underwriter, all financial and other records, pertinent
            corporate documents and properties of the Company, and cause the
            Company's officers, directors and employees to supply all
            information reasonably requested by such underwriter, attorney or
            accountant in connection with such registration statement; provided,
            that such underwriters execute prior thereto an agreement with the
            Company that all such records, information or documents shall be
            kept confidential by such persons unless (1) disclosure of such
            records, information or documents is required by law or by a court
            or administrative order or (2) such records, information or
            documents are or become (but only when they become) generally
            available to the public other than as a result of disclosure in
            violation of this paragraph; and make available for inspection by
            any underwriter participating in any disposition pursuant to such
            registration statement and any attorney, accountant or other agent
            retained by any such underwriter, all financial and other records,
            pertinent corporate documents and properties of the Company, and
            cause the Company's officers, directors, employees and independent
            accountants to supply all information reasonably requested by any
            such underwriter, attorney, accountant or agent in connection with
            such Registration Statement;

                  (xi) otherwise use its best efforts to comply with all
            applicable rules and regulations of the Commission;

                  (xii) permit any Holder of Registrable Shares which might be
            deemed, in the sole and exclusive judgment of such Holder, to be an
            underwriter or a controlling person (as defined in the Act) of the
            Company, to participate in the preparation of such registration or
            comparable statement and to require the insertion therein of
            material, furnished to the Company in writing, which in the
            reasonable judgment of such Holder and its counsel should be
            included;



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                  (xiii) in the event of the issuance of any stop order
            suspending the effectiveness of a registration statement, or of any
            order suspending or preventing the use of any related prospectus or
            suspending the qualification of any Registrable Shares included in
            such registration statement for sale in any jurisdiction, use its
            reasonable efforts promptly to obtain the withdrawal of such order;
            and

                  (xiv) provide a CUSIP number for all Registrable Shares, not
            later than the effective date of the applicable registration
            statement.

If any such registration or comparable statement refers to any Holder by name or
otherwise as the Holder of any securities of the Company and if, in the sole and
exclusive judgment of such Holder, such Holder is or might be deemed to be a
controlling person of the Company, such Holder shall have the right to require
(A) the inclusion in such registration statement of language, in form and
substance reasonably satisfactory to such Holder, to the effect that the holding
of such securities by such Holder is not to be construed as a recommendation by
such Holder of the investment quality of the Company's securities covered
thereby and that such holding does not imply that such Holder will assist in
meeting any future financial requirements of the Company, or (B) in the event
that such reference to such Holder by name or otherwise is not required by the
Act or any similar Federal statute then in force, the deletion of the reference
to such Holder; provided, that with respect to this clause (B) such Holder shall
furnish to the Company an opinion of counsel to such effect, which opinion of
counsel shall be reasonably satisfactory to the Company.

         4. REGISTRATION EXPENSES.

            (a) DEFINITION. The term "Registration Expenses" means any expenses
         incident to the Company's performance of or compliance with this
         Agreement, including, without limitation, all registration and filing
         fees, fees for the NASD, listing fees, fees and expenses of compliance
         with securities or blue sky laws (including blue sky counsel for the
         underwriters), printing expenses, messenger and delivery expenses,
         internal expenses, the fees and expenses of counsel for the Company
         (but not the fees and expenses of counsel to the Holders of the
         Registrable Shares included in such registration) and all independent
         certified public accountants, underwriting fees and expenses (excluding
         discounts and commissions attributable to the Registrable Shares, which
         shall be paid by the selling Holders out of the proceeds of the
         offering) and the fees and expenses of any other Persons (defined
         below) retained by the Company. For purposes of this Agreement, the
         term "Person" shall be construed as broadly as possible and shall
         include an individual or natural person, a partnership (including a
         limited liability partnership), a company, an association, a joint
         stock company, a limited liability company, a trust, a joint venture,
         an unincorporated entity and a governmental authority.

            (b) PAYMENT. The Company shall pay the Registration Expenses in
         connection with any and all Piggyback Registrations.



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         5. INDEMNIFICATION.

            (a) INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify,
         to the extent permitted by law, each Holder of Registrable Shares, such
         Holder's general and limited partners, officers, directors, employees,
         advisors and agents and each Person who controls (within the meaning of
         the Act) such Holder against all losses, claims, damages, liabilities
         and expenses caused by any untrue or alleged untrue statement of
         material fact contained in any Registration Statement, Prospectus or
         preliminary Prospectus or any amendment thereof or supplement thereto
         or any omission or alleged omission of a material fact required to be
         stated therein or necessary to make the statements therein not
         misleading, except insofar as the same are caused by or contained in
         any information furnished in writing to the Company by such Holder
         expressly for use therein. In connection with an underwritten offering,
         the Company will indemnify such underwriters, their officers and
         directors and each Person who controls (within the meaning of the Act)
         such underwriters to the same extent as provided above with respect to
         the indemnification of the Holders of Registrable Shares.

            (b) INDEMNIFICATION BY HOLDERS. In connection with any Registration
         Statement in which a Holder of Registrable Shares is participating,
         each such Holder will furnish to the Company in writing such
         information and affidavits as the Company reasonably requests for use
         in connection with any such Registration Statement or Prospectus and,
         to the extent permitted by law, will indemnify the Company, its
         directors, officers, employees, advisors, agents and each Person who
         controls (within the meaning of the Act) the Company against any
         losses, claims, damages, liabilities and expenses resulting from any
         untrue or alleged untrue statement of material fact contained in the
         Registration Statement, Prospectus or preliminary Prospectus or any
         amendment thereof or supplement thereto or any omission or alleged
         omission of a material fact required to be stated therein or necessary
         to make the statements therein not misleading, but only to the extent
         that such untrue statement or omission is contained in any written
         information or affidavit so furnished in writing by such Holder;
         provided, that the obligation to indemnify will be individual to each
         Holder and will be limited to the net amount of proceeds received by
         such Holder from the sale of Registrable Shares pursuant to such
         Registration Statement.

            (c) NOTICE; DEFENSE OF CLAIMS. Any Person entitled to
         indemnification hereunder will (i) give prompt written notice to the
         indemnifying party of any claim with respect to which it seeks
         indemnification and (ii) unless in such indemnified party's reasonable
         judgment a conflict of interest between such indemnified and
         indemnifying parties may exist with respect to such claim, permit such
         indemnifying party to assume the defense of such claim with counsel
         reasonably satisfactory to the indemnified party. If such defense is
         assumed, the indemnifying party will not be subject to any liability
         for any settlement made by the indemnified party without its consent
         (but such consent will not be unreasonably withheld or delayed). An
         indemnifying party who is not entitled to, or elects not to, assume the
         defense of a claim will not be obligated to pay the fees and expenses
         of more than one special and one local counsel for all parties
         indemnified by such indemnifying party with respect to such claim.



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            (d) CONTRIBUTION. If the indemnification provided for in this
         Section 5 is held by a court of competent jurisdiction to be
         unavailable to an indemnified party with respect to any loss,
         liability, claim, damage or expense referred to herein, then the
         indemnifying party, in lieu of indemnifying such indemnified party
         hereunder, shall contribute to the amount paid or payable by such
         indemnified party as a result of such loss, liability, claim, damage,
         or expense in such proportion as is appropriate to reflect (i) the
         relative benefits received by the indemnifying party or parties on the
         one hand and the indemnified party on the other hand from the offering
         of the Registrable Shares or (ii) if the allocation provided for by the
         foregoing clause (i) is not permitted by applicable law, not only such
         relative benefits but also the relative fault of the indemnifying party
         or parties on the one hand and the indemnified party on the other hand
         in connection with the statements or omissions or alleged statements or
         omissions that resulted in such losses, claims, damages or liabilities
         (or actions in respect thereof). The relative fault of the indemnifying
         party and of the 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 to state a material fact relates to
         information supplied by the indemnifying party or by the indemnified
         party and the parties' relative intent, knowledge, access to
         information, and opportunity to correct or prevent such statement or
         omission. The obligation to contribute will be individual to each
         Holder of Registrable Shares and will be limited to the amount by which
         the net amount of proceeds received by such Holder from the sale of
         Registrable Shares exceeds the amount of losses, liabilities, damages,
         and expenses which such Holder has otherwise been required to pay by
         reason of such statements or omissions.

            (e) SURVIVAL. The indemnification provided for under this Agreement
         will remain in full force and effect regardless of any investigation
         made by or on behalf of the indemnified party or any officer, director
         or controlling Person of such indemnified party and will survive the
         transfer of securities.

            (f) UNDERWRITING AGREEMENT. To the extent that the provisions on
         indemnification and contribution contained in the underwriting
         agreement entered into in connection with an underwritten public
         offering are in conflict with the provisions of this Section 5, the
         provisions contained in the underwriting agreement shall control.

         6. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Person may
participate in any registration hereunder which is underwritten unless such
Person (i) agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Person or Persons entitled hereunder
to approve such arrangements, (ii) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements; provided, that no
Holder of Registrable Shares included in any underwritten registration shall be
required to make any representations or warranties to the Company or the
underwriters other than representations and warranties regarding such Holder and
such Holder's intended method of distribution, and (iii) if requested by the
managing underwriter or underwriters or the Holders of a majority of the
Registrable Shares), agrees not to sell Registrable Shares or other securities
held by such Person in any transaction other than pursuant to such underwriting
for such period following the



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effective date of the Registration Statement relating to such underwriting as
determined by either the Board of Directors of the Company or the Holders of a
majority of the Registrable Shares; provided, that no Holder of Registrable
Shares shall be required to enter into such an agreement unless each other
Holder of Registrable Shares, each director and executive officer of the Company
and each other holder of at least one percent of the Common Stock then
outstanding enters into a substantially identical agreement relating to such
underwriting.

         7. MISCELLANEOUS.

            (a) INFORMATION AND REPORTING.

                (i) The Company shall, at all times during which it is neither
            subject to the reporting requirements of Section 13 or 15(d) of the
            Securities Exchange Act of 1934, as amended (the "Exchange Act"),
            nor exempt from reporting pursuant to Rule 12g3-2(b) under the
            Exchange Act, upon the written request of any Stockholder, provide
            in writing to such Stockholder and to any prospective transferee of
            the Registrable Shares of such Stockholder the information
            concerning the Company described in Rule 144A(d)(4) of the Act or
            any successor rule under the Act ("Rule 144A Information"). Upon the
            written request of any Stockholder, the Company shall cooperate with
            and assist such Stockholder or any member of the National
            Association of Securities Dealers, Inc. PORTAL system in applying to
            designate and thereafter maintain the eligibility of the Registrable
            Shares for trading through PORTAL. The Company's obligations under
            this Section 7(a)(i) shall at all times be contingent upon receipt
            from the prospective transferee of Registrable Shares of a written
            agreement to take all reasonable precautions to safeguard the Rule
            144A Information from disclosure to anyone other than Persons who
            will assist such transferee in evaluating the purchase of any
            Registrable Shares.

                (ii) When it is first legally required to do so, the Company
            shall register its Common Stock under Section 12 of the Exchange Act
            and shall keep effective such registration and shall timely file
            such information, documents and reports as the Commission may
            require or prescribe under Section 13 of the Exchange Act. From and
            after the effective date of the first Registration Statement filed
            by the Company under the Act, the Company shall (whether or not it
            shall then be required to do so) timely file such information,
            documents and reports which a corporation, partnership or other
            entity subject to Section 13 or 15(d) (whichever is applicable) of
            the Exchange Act is required to file. The Company shall promptly
            upon request furnish any Holder of Registrable Shares (A) a written
            statement by the Company that it has complied with the reporting
            requirements of Section 13 or 15(d) of the Exchange Act, (B) a copy
            of the most recent annual or quarterly report of the Company, and
            (C) such other reports and documents filed by the Company with the
            Commission as such Holder may reasonably request in availing itself
            of an exemption for the sale of Registrable Shares without
            registration under the Act. The Company acknowledges and agrees that
            the purposes of the requirements contained in this Section 7(a)(ii)
            are



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            to enable any such Holder to comply with the current public
            information requirement contained in paragraph (c) of Rule 144 under
            the Act, should such Holder ever wish to dispose of any of the
            securities of the Company acquired by it without registration under
            the Act in reliance upon Rule 144 (or any other similar exemptive
            provision), and to qualify the Company for the use of registration
            statements on Form S-3. In addition, the Company shall take such
            other measures and file such other information, documents and
            reports, as shall hereafter be required by the Commission as a
            condition to the availability of Rule 144 under the Act (or any
            similar exemptive provision hereafter in effect) and the use of Form
            S-3. The Company also covenants to use its best efforts, to the
            extent that it is reasonably within its power to do so, to qualify
            for the use of Form S-3.

            (b) ADJUSTMENTS AFFECTING REGISTRABLE SHARES. The Company will not
      take any action, or permit any change to occur, with respect to its
      securities for the purpose of materially and adversely affecting the
      ability of the Holders of Registrable Shares to include such Registrable
      Shares in a registration undertaken pursuant to this Agreement or
      materially and adversely affecting the marketability of such Registrable
      Shares in any such registration (including, without limitation, effecting
      a stock split or a combination of shares); provided, that this Section
      7(b) shall not apply to actions or changes with respect to the Company's
      business, balance sheet, earnings or revenue where the effect of such
      actions or changes on the Registrable Shares is merely incidental.

            (c) NOTICES. All notices, requests, consents, and other
      communications under this Agreement shall be in writing and shall be
      deemed effectively given when delivered personally or by facsimile
      transmission or by overnight delivery service or 72 hours after being
      mailed by first class certified or registered mail, return recent
      requested, postage prepaid at the addresses of the Company and the
      Stockholders, respectively, set forth in the Stock Purchase Agreement.

            (d) SPECIFIC ENFORCEMENT. The Stockholders and the Company expressly
      agree that the Stockholders will be irreparably damaged if this Agreement
      is not specifically enforced. In addition to the rights granted in Section
      7(m) of this Agreement, upon a breach or threatened breach of the terms,
      covenants and/or conditions of this Agreement by the Company, the
      Stockholders shall, in addition to all other remedies, be entitled to a
      temporary or permanent injunction, without showing any actual damage,
      and/or a decree for specific performance, in accordance with the
      provisions hereof.

            (e) AMENDMENTS AND WAIVERS. Except as otherwise provided herein, no
      amendment, modification, termination or cancellation of this Agreement
      shall be effective unless made in writing signed by the Company and the
      Holders of a majority of the Registrable Shares; provided, that no
      amendment may be made to this Section 7(e) unless agreed upon by the
      Company and the Holders of all the Registrable Shares.

            (f) ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the
      Company to register Registrable Shares pursuant to this Agreement may be
      assigned (but only with all related obligations) by a Holder to any
      transferee (a "Qualified Transferee") that acquires



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      from a Holder either (i) 100,000 or more Registrable Shares or (ii) if
      less than 100,000 Registrable Shares are owned by a Holder at the time of
      a transfer, all of the Registrable Shares owned by such Holder, in either
      case in connection with the permitted transfer of Registrable Shares. Such
      assignment shall not affect the rights of Holders hereunder which shall
      remain in full force in accordance with the terms hereof. Any transferring
      Holder shall provide the Company with prior written notice of such
      transfer(s)/assignment(s); provided, however, that the failure to provide
      such notice shall not be deemed to preclude assignment hereunder.

            (g) SEVERABILITY AND REFORMATION. If any provision of this Agreement
      is held to be illegal, invalid or unenforceable under any present or
      future law, and if the rights or obligations of the parties under this
      Agreement would not be materially and adversely affected thereby, such
      provision shall be fully separable, and this Agreement shall be construed
      and enforced as if such illegal, invalid or unenforceable provision had
      never comprised a part thereof, the remaining provisions of this Agreement
      shall remain in full force and effect and shall not be affected by the
      illegal, invalid or unenforceable provision or by its severance therefrom,
      and in lieu of such illegal, invalid or unenforceable provision, there
      shall be added automatically as a part of this Agreement a legal valid and
      enforceable provision as similar in terms to such illegal, invalid or
      unenforceable provision as may be possible, and the parties hereto request
      the court or any arbitrator to whom disputes relating to this Agreement
      are submitted to reform the otherwise illegal, invalid or unenforceable
      provision in accordance with this Section 7(g).

            (h) ENTIRE AGREEMENT. This Agreement embodies the entire agreement
      of the parties hereto with respect to the subject matter hereof and
      supersedes all prior agreements, oral or written, formal or informal,
      relating to such subject matter.

            (i) HEADINGS. The headings of this Agreement are for convenience
      only and do not constitute a part of this
         Agreement.

            (j) GOVERNING LAW. The construction, validity and interpretation of
      this Agreement will be governed by the internal laws of the State of New
      York without giving effect to any choice of law or conflict of law
      provision or rule (whether of the State of New York or any other
      jurisdiction) that would cause the application of the laws of any
      jurisdiction other than the State of New York.

            (k) FURTHER ASSURANCES. Each party to this Agreement hereby
      covenants and agrees, without the necessity of any further consideration,
      to execute and deliver any and all such further documents and take any and
      all such other actions as may be necessary or appropriate to carry out the
      intent and purposes of this Agreement and to consummate the transactions
      contemplated hereby.

            (l) COUNTERPARTS. This Agreement may be executed by facsimile and in
      one or more counterparts, each of which shall be deemed to be an original,
      but all of which shall be one and the same document.



                                       11
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            (m) ARBITRATION. IN ADDITION TO THE REMEDY PROVIDED IN SECTION 7(d)
      OF THIS AGREEMENT, IN THE EVENT OF A DISPUTE HEREUNDER WHICH CANNOT BE
      RESOLVED BY THE PARTIES AMONG THEMSELVES, SUCH DISPUTE SHALL BE SETTLED BY
      ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE
      AMERICAN ARBITRATION ASSOCIATION AND JUDGMENT ON THE AWARD RENDERED BY THE
      ARBITRATION PANEL MAY BE ENTERED IN ANY COURT OR TRIBUNAL OF COMPETENT
      JURISDICTION. THE COMPANY, THE FOUNDERS AND INVESTOR AGREE THAT ALL
      ARBITRATIONS OCCURRING UNDER THIS SECTION 7(m) SHALL BE HELD IN NEW YORK,
      NEW YORK. THE PARTIES AGREE THAT THE AAA OPTIONAL RULES FOR EMERGENCY
      MEASURES OF PROTECTION SHALL APPLY TO THE PROCEEDINGS.



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         IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto as of the date first written above.


THE STOCKHOLDERS:                                 THE COMPANY:

                                                  eVENTURES GROUP, INC.,
                                                  a Delaware corporation

/s/ Andrew S. Pakula
--------------------------
Andrew S. Pakula

                                                  By:  /s/ Olaf Guerrand-Hermes
                                                     ---------------------------
                                                           Olaf Guerrand-Hermes
                                                           Senior Vice President
/s/ Laura Berland
--------------------------
Laura Berland




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