REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement (the "Agreement") is made and
entered into as of March 23, 2004, by and between Quanta Capital Holdings Ltd.,
a Bermuda exempted company (the "Company"), and The Nigel W. Morris Revocable
Trust (the "Investor") and its direct and indirect transferees.

         This Agreement is made pursuant to the Stock Purchase Agreement (the
"Stock Purchase Agreement"), dated as of December 18, 2003, by and between the
Company and the Investor in connection with the purchase and sale of 291,262
Common Shares (the "Investor Shares"). In order to induce the Investor to enter
into the Stock Purchase Agreement, the Company has agreed to provide the
registration rights provided for in this Agreement to the Investor and its
direct and indirect transferees.

         The parties hereby agree as follows:

1.       DEFINITIONS

         As used in this Agreement, the following terms shall have the following
meanings:

                  Affiliate: As to any specified Person, (i) any Person directly
         or indirectly owning, controlling or holding, with power to vote, ten
         percent or more of the outstanding voting securities of such other
         Person, (ii) any Person ten percent or more of whose outstanding voting
         securities are directly or indirectly owned, controlled or held, with
         power to vote, by such other Person, (iii) any Person directly or
         indirectly controlling, controlled by or under common control with such
         other Person, (iv) any executive officer, director, trustee, manager or
         general partner of such Person and (v) any legal entity for which such
         Person acts as an executive officer, director, trustee, manager or
         general partner. An indirect relationship shall include circumstances
         in which a Person's spouse, children, parents, siblings or mother-,
         father-, sister- or brother-in-law is or has been associated with a
         Person.

                  Business Day: With respect to any act to be performed
         hereunder, each Monday, Tuesday, Wednesday, Thursday and Friday that is
         not a day on which banking institutions in New York, New York or other
         applicable place where such act is to occur are authorized or obligated
         by applicable law, regulation or order to close.

                  Closing Date:  December 22, 2003.

                  Commission:  The Securities and Exchange Commission.

                  Common Shares: The Company's ordinary shares, par value $0.01
         per share.

                  Company:  As defined in the preamble.



                  Controlling Person:  As defined in Section 6(a) hereof.

                  End of Suspension Notice:  As defined in Section 5(b) hereof.

                  Exchange Act: The Securities Exchange Act of 1934, as amended,
         and the rules and regulations promulgated by the Commission pursuant
         thereto.

                  FBR: Friedman, Billings, Ramsey & Co., Inc., a Delaware
         corporation.

                  Holder: The Investor and its direct and indirect transferees,
         as long as such Person is a record owner of any Registrable Shares.

                  Indemnified Party:  As defined in Section 6(c) hereof.

                  Indemnifying Party:  As defined in Section 6(c) hereof.

                  Initial Purchaser Agreement: Registration Rights Agreement
         made and entered into as of September 3, 2003, by and among the
         Company, FBR, for the benefit of FBR and the purchasers of the
         Company's Common Shares, as participants in the private placement by
         the Company of Common Shares and their respective direct and indirect
         transferees, and MTR Capital Holdings, LLC, BEM Specialty Investments,
         LLC, Russ Family, LLC, CPD & Associates, LLC and BEM Investments, LLC
         and their respective direct and indirect transferees.

                  Investor:  As defined in the preamble.

                  Investor Shares:  As defined in the preamble.

                  IPO Registration Statement: A registration statement filed
         under the Securities Act for the initial public offering of Common
         Shares by the Company.

                  Liabilities:  As defined in Section 6(a) hereof.

                  NASD:  The National Association of Securities Dealers, Inc.

                  Person: An individual, partnership, limited liability company,
         corporation, trust, unincorporated organization, government or agency
         or political subdivision thereof, or any other legal entity.

                  Proceeding: An action, claim, suit or proceeding (including
         without limitation, an investigation or partial proceeding, such as a
         deposition), whether commenced or, to the knowledge of the Person
         subject thereto, threatened.

                  Prospectus: The prospectus included in any Registration
         Statement, including any preliminary prospectus, and all other
         amendments and supplements to any such prospectus, including
         post-effective amendments, and all material incorporated by reference
         or deemed to be incorporated by reference, if any, in such prospectus.

                                       2


                  Purchaser Indemnitee:  As defined in Section 6(a) hereof.

                  Registrable Shares: The Investor Shares, upon original
         issuance thereof and at all times subsequent thereto, including upon
         the transfer thereof by the original holder or any subsequent holder
         and any shares or other securities issued in respect of such shares by
         reason of or in connection with any exchange for or replacement of such
         shares or any stock dividend, stock distribution, stock split, purchase
         in any rights offering or in connection with any combination of shares,
         recapitalization, merger or consolidation, or any other equity
         securities issued pursuant to any other pro rata distribution with
         respect to the Common Shares, until, with respect to any such share,
         the earliest to occur of (i) the date on which it has been registered
         effectively pursuant to the Securities Act and disposed of in
         accordance with the Registration Statement relating to it, (ii) the
         date on which either it is distributed to the public pursuant to Rule
         144 (or any similar provision then in effect) or is saleable pursuant
         to Rule 144(k) promulgated by the Commission pursuant to the Securities
         Act or (iii) the date on which it is sold to the Company.

                  Registration Expenses: Any and all expenses incident to the
         performance of or compliance with this Agreement, including, without
         limitation, (i) all Commission, securities exchange, NASD registration,
         listing and filing fees, (ii) all fees and expenses incurred in
         connection with compliance with international, federal or state
         securities or blue sky laws (including, without limitation, any
         registration, listing and filing fees and reasonable fees and
         disbursements of counsel in connection with blue sky qualification of
         any of the Registrable Shares and the preparation of a blue sky
         memorandum and compliance with the rules of the NASD), (iii) all
         expenses of any Persons in preparing or assisting in preparing, word
         processing, duplicating, printing, delivering and distributing any
         Registration Statement, any Prospectus, any amendments or supplements
         thereto, any underwriting agreements, securities sales agreements,
         certificates and any other documents relating to the performance under
         and compliance with this Agreement, (iv) all fees and expenses incurred
         in connection with the listing or inclusion of any of the Registrable
         Shares on any securities exchange or The Nasdaq National Market
         pursuant to Section 4(n) of this Agreement, (v) the fees and
         disbursements of counsel for the Company and of the independent public
         accountants (including, without limitation, the expenses of any special
         audit and "cold comfort" letters required by or incident to such
         performance) of the Company, (vi) reasonable fees and disbursements of
         Selling Holders' Counsel, notice of which is provided to the Company,
         to review a Registration Statement and (vii) any fees and disbursements
         customarily paid in issues and sales of securities (including the fees
         and expenses of any experts retained by the Company in connection with
         any Registration Statement), but excluding brokers' or underwriters'
         discounts and commissions and transfer taxes, if any, relating to the
         sale or disposition of Registrable Shares by a Holder and, except as
         provided in clause (vi) above, fees and expenses of Selling Holders'
         Counsel.

                                       3


                  Registration Statement: Any registration statement of the
         Company that covers the resale of Registrable Shares pursuant to the
         provisions of this Agreement, including the Prospectus, amendments and
         supplements to such registration statement or Prospectus, including
         pre- and post-effective amendments, all exhibits thereto and all
         material incorporated by reference or deemed to be incorporated by
         reference, if any, in such registration statement.

                  Rule 144: Rule 144 promulgated by the Commission pursuant to
         the Securities Act, as such rule may be amended from time to time, or
         any similar rule or regulation hereafter adopted by the Commission as a
         replacement thereto having substantially the same effect as such rule.

                  Rule 144A: Rule 144A promulgated by the Commission pursuant to
         the Securities Act, as such rule may be amended from time to time, or
         any similar rule or regulation hereafter adopted by the Commission as a
         replacement thereto having substantially the same effect as such rule.

                  Rule 158: Rule 158 promulgated by the Commission pursuant to
         the Securities Act, as such rule may be amended from time to time, or
         any similar rule or regulation hereafter adopted by the Commission as a
         replacement thereto having substantially the same effect as such rule.

                  Rule 415: Rule 415 promulgated by the Commission pursuant to
         the Securities Act, as such rule may be amended from time to time, or
         any similar rule or regulation hereafter adopted by the Commission as a
         replacement thereto having substantially the same effect as such rule.

                  Rule 424: Rule 424 promulgated by the Commission pursuant to
         the Securities Act, as such rule may be amended from time to time, or
         any similar rule or regulation hereafter adopted by the Commission as a
         replacement thereto having substantially the same effect as such rule.

                  Rule 429: Rule 429 promulgated by the Commission pursuant to
         the Securities Act, as such rule may be amended from time to time, or
         any similar rule or regulation hereafter adopted by the Commission as a
         replacement thereto having substantially the same effect as such rule.

                  Securities Act: The Securities Act of 1933, as amended, and
         the rules and regulations promulgated by the Commission thereunder.

                  Selling Holders:  As defined in Section 4(a) hereof.

                  Selling Holders' Counsel: One counsel, reasonably acceptable
         to the Company, for the Selling Holders selected by Selling Holders
         holding a majority of the Registrable Shares, of which the Company has
         received written notice from such Selling Holders.

                                       4


                  Shelf Registration Statement: A shelf Registration Statement
         on the appropriate form under the Securities Act then available to the
         Company providing for the resale pursuant to Rule 415 from time to time
         by the Holders of any and all Registrable Shares.

                  Stock Purchase Agreement:  As defined in the preamble.

                  Suspension Event:  As defined in Section 5(b) hereof.

                  Suspension Notice:  As defined in Section 5(b) hereof.

                  Underwritten Offering: A sale of securities of the Company to
         an underwriter or underwriters for reoffering to the public.

2.       REGISTRATION RIGHTS

         (a) Demand Registration. At any time following the expiration of the
60th day after the date upon which any registration statement (i) filed pursuant
to the Initial Purchaser Agreement or (ii) covering Common Shares that are
"Registrable Shares" (as such term is defined in the Initial Purchaser
Agreement) under the Initial Purchaser Agreement, is declared effective by the
Commission, the Holders shall have the right to require the Company to file a
Registration Statement under the Securities Act covering the Registrable Shares,
by delivering a written request therefore from the Holders of at least a
majority of the Registrable Shares then outstanding to the Company specifying
the number of Registrable Shares to be included in such registration and the
intended method of distribution thereof. The Company shall, within ten (10)
business days of the receipt of such written request, give written notice (a
"Request Notice") of such request to all Holders not initiating such request,
which Holders shall give written notice (a "Request Notice Response") to the
Company, within thirty (30) days of receipt of a Request Notice, of all
Registrable Shares such Holders desire to include in such Registration
Statement. The Company shall effect, in accordance with the terms of this
Agreement, the registration under the Securities Act and applicable state
securities laws for disposition in accordance with the intended method or
methods of disposition all Registrable Shares that Holders request to be
registered and included in such registration, on such form as may then be
available to the Company for sale in an underwritten offering or
non-underwritten offering (including an offering to be made on a delayed or
continuous basis pursuant to Rule 415), as elected by the Holders initiating the
request for registration pursuant to this Section 2(a), subject only to the
limitations as set forth herein.

         (b) Maximum Number of Demand Registrations. The Company is obligated to
effect only one (1) registration in accordance with Section 2(a). An exercise of
a demand registration pursuant to Section 2(a) right will not count as the use
of such right unless (i) the registration statement to which it relates is
declared effective under the Securities Act, (ii) if the sale Registrable Shares
is pursuant to an underwritten offering, the conditions to the obligations of
the underwriters to consummate the transactions contemplated by (and as
specified in) the purchase agreement or underwriting agreement entered into in
connection with a registration pursuant to Section 2(a) are satisfied and (iii)
every Holder that desires to include Registrable Securities in such registration
is permitted to so include all such Registrable Securities. In


                                       5




addition, an exercise of a demand registration right pursuant to Section 2(a)
shall not count as the use of such right even though the registration statement
to which it relates is declared effective if such effective registration
statement is interfered with for a period of time of more than thirty (30) days
in the aggregate by any stop order, injunction or other order or requirement of
the Commission or of another governmental agency or court.

         (c) Deferral. Notwithstanding the foregoing, if the Company shall
furnish to the Holders a certificate signed by the President or Chief Executive
Officer of the Company stating that in the reasonable good faith judgment of the
Board of Directors of the Company, it would be materially detrimental to the
Company and its shareholders for a Registration Statement to be filed and it is
therefore essential to defer the filing of such Registration Statement, then the
Company shall have the right to defer such filing for a period of not more than
sixty (60) days after receipt of a request for registration pursuant to the
first sentence of Section 2(a); provided, however, that the Company may not
utilize this right more than once in any twelve (12) month period; provided,
further, that upon such deferral, the requested registration will not count as
the exercise of a demand registration pursuant to Section 2(a).

         (d) Registration Statement. The Company shall use its commercially
reasonable best efforts to cause any Registration Statement to be declared
effective by the Commission as soon as practicable. Any Registration Statement
shall provide for the resale from time to time, and pursuant to any method or
combination of methods typically included in a shelf registration statement of
this type (including, without limitation, an Underwritten Offering, a direct
sale to purchasers, a sale through brokers or agents, or a sale over the
internet) by the Holders of any and all Registrable Shares.

         (e) Expenses. As between the Company and the Holder or Holders, the
Company shall pay all Registration Expenses in connection with the registration
of the Registrable Shares pursuant to this Agreement. Each Holder participating
in a registration pursuant to this Section 2 shall bear such Holder's transfer
taxes, if any, relating to the sale or disposition of such Holder's Registrable
Shares and such Holder's proportionate share (based on the number of Registrable
Shares of such Holder sold pursuant to such Registration Statement and the total
number of Registrable Shares sold pursuant to such registration) of all
discounts or commissions payable to underwriters or brokers in connection with a
registration of Registrable Shares pursuant to this Agreement.

3.       RULES 144 AND 144A REPORTING

         With a view to making available the benefits of certain rules and
regulations of the Commission that may at any time permit the sale of the
Registrable Shares to the public without registration, the Company agrees to:

         (a) make and keep current public information available, as those terms
are understood and defined in Rule 144 under the Securities Act, at all times
after the effective date of the first registration under the Securities Act
filed by the Company for an offering of its securities to the general public so
long as the Company is subject to the reporting requirements of the Exchange
Act;

                                       6


         (b) use its commercially reasonable best efforts to file with the
Commission in a timely manner all reports and other documents required to be
filed by the Company under the Securities Act and the Exchange Act (at all times
it is subject to such reporting requirements);

         (c) so long as a Holder owns any Registrable Shares, if the Company is
not required to file reports and other documents under the Securities Act and
the Exchange Act, it will make available other information as required by, and
so long as necessary to permit sales of Registrable Shares pursuant to, Rule 144
or Rule 144A; and

         (d) so long as a Holder owns any Registrable Shares, to furnish to such
Holder promptly upon request a written statement by the Company as to its
compliance with the reporting requirements of Rule 144 (at any time after ninety
(90) days after the effective date of the first registration statement filed by
the Company for an offering of its securities to the general public) and of the
Securities Act and the Exchange Act (at all times it is subject to the reporting
requirements of the Exchange Act), a copy of the most recent annual or quarterly
report of the Company, and such other reports and documents of the Company, and
take such further actions as are customary, as a Holder may reasonably request
in availing itself of any rule or regulation of the Commission allowing a Holder
to sell any such Registrable Shares without registration (at all times it is
subject to the reporting requirements of the Exchange Act).

4.       REGISTRATION PROCEDURES

         In connection with the obligations of the Company with respect to any
registration pursuant to this Agreement, the Company shall:

         (a) provide a copy of the Registration Statement to each Holder of
Registrable Securities covered by the Registration Statement and its counsel,
for review and comment at least five (5) days prior to filing and prepare and
file with the Commission, as promptly as practicable but in any event within
thirty (30) days of receipt of a Request Notice Response (or if a Holder or
Holders of all outstanding Registrable Shares initiate a request for
registration pursuant to Section 2(a), within thirty (30) days of the Company's
receipt of such request) and as specified in this Agreement, a Registration
Statement, which Registration Statement shall comply as to form in all material
respects with the requirements of the applicable form and include all financial
statements required by the Commission to be filed therewith and shall be
reasonably acceptable to a majority of the Holders of Registrable Securities
covered by the Registration Statement and their counsel (and with respect to the
"plan of distribution" section of the Registration Statement, reasonably
acceptable to each Holder of Registrable Shares covered by the Registration
Statement and its counsel), and use its commercially reasonable best efforts to
cause such Registration Statement to become effective as soon as reasonably
practicable after filing and to remain effective to permit the sale of such
Registrable Shares by the Holder or Holders in accordance with the Holder's or
Holders' intended method or methods of distribution, subject to Section 5
hereof, until the earlier of (i) the date on which all such Registrable Shares
are sold in accordance with the intended distribution of such Registrable
Shares, or (ii) none of the securities covered by such Registration Statement
are Registrable Shares; provided, however, that if the Company has an effective
Shelf Registration Statement on Form S-1 under the Securities Act and becomes
eligible to use Form S-3 or such other short-form registration statement form
under the Securities Act, the Company may, upon twenty (20) Business Days



                                       7





prior notice to all Holders of Registrable Shares included in the "Selling
Shareholders" section of such Registration Statement (the "Selling Holders"),
register any Registrable Shares registered but not yet distributed under the
effective Shelf Registration Statement on such a short-form Shelf Registration
Statement and, once the short-form Shelf Registration Statement is declared
effective, de-register such shares under the previous Registration Statement,
transfer the filing fees from the previous Registration Statement (such transfer
pursuant to Rule 429, if applicable) or file a post-effective amendment
converting the Shelf Registration Statement to a short-form Shelf Registration
Statement unless any Holder of Registrable Shares registered under the initial
Shelf Registration Statement notifies the Company within fifteen (15) Business
Days of receipt of the Company notice that such a registration under a
short-form Shelf Registration Statement would interfere with its distribution of
Registrable Shares already in progress;

         (b) subject to Section 4(i) hereof, (i) prepare and file with the
Commission such amendments and post-effective amendments to each such
Registration Statement as may be necessary to keep such Registration Statement
effective for the period described in Section 4(a) hereof; (ii) cause each
Prospectus contained therein to be supplemented by any required Prospectus
supplement, and as so supplemented to be filed pursuant to Rule 424 or any
similar rule that may be adopted under the Securities Act; and (iii) comply with
the provisions of the Securities Act with respect to the disposition of all
securities covered by each Registration Statement during the applicable period
in accordance with the intended method or methods of distribution by the Selling
Holders thereof;

         (c) furnish to the Selling Holders, without charge, as many copies of
each Prospectus, including each preliminary Prospectus, and any amendment or
supplement thereto and such other documents as such Selling Holders may
reasonably request, in order to facilitate the public sale or other disposition
of the Registrable Shares; the Company consents to the use of such Prospectus,
including each preliminary Prospectus, by the Selling Holders, if any, in
connection with the offering and sale of the Registrable Shares covered by any
such Prospectus; provided that such use is in compliance with applicable law;

         (d) use its commercially reasonable best efforts to register or
qualify, or obtain exemption from registration or qualification for, all
Registrable Shares by the time the applicable Registration Statement is declared
effective by the Commission under all applicable state securities or "blue sky"
laws of such jurisdictions as any Holder of Registrable Shares covered by a
Registration Statement shall reasonably request in writing, keep each such
registration or qualification or exemption effective during the period such
Registration Statement is required to be kept effective pursuant to Section 4(a)
and do any and all other acts and things that may be reasonably necessary or
advisable to enable such Holder to consummate the disposition in each such
jurisdiction of such Registrable Shares owned by such Holder; provided, however,
that the Company shall not be required to (except as may be required by the
Securities Act) (i) qualify generally to do business in any jurisdiction or to
register as a broker or dealer in such jurisdiction where it would not otherwise
be required to qualify but for this Section 4(d), (ii) subject itself to
taxation in any such jurisdiction or (iii) submit to the general service of
process in any such jurisdiction;

                                       8


         (e) use its best efforts to cause all Registrable Shares covered by
such Registration Statement to be registered and approved by such state
insurance regulators as may be necessary to enable the Holders thereof to
consummate the disposition of such Registrable Shares;

         (f) notify each Selling Holder promptly and, if requested by any
Holder, confirm such advice in writing (i) when a Registration Statement has
become effective, when any post-effective amendments thereto become effective
and when supplements thereto are issued, (ii) of the issuance by the Commission
or any state securities authority of any stop order suspending the effectiveness
of a Registration Statement or the initiation of any proceedings for that
purpose, (iii) of any request by the Commission or any other federal, state or
foreign governmental authority for amendments or supplements to a Registration
Statement or related Prospectus or for additional information, other than
comment letters issued by the Commission prior to effectiveness of a
Registration Statement, (iv) of the happening of any event during the period a
Registration Statement is effective as a result of which such Registration
Statement or the related Prospectus or any document incorporated by reference
therein contains any untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading (which information shall be accompanied by an instruction
to suspend the use of the Prospectus until the requisite changes have been made)
and (v) at the request of any such Selling Holder, promptly to furnish to such
Selling Holder a reasonable number of copies of a supplement to or an amendment
of such Prospectus as may be necessary so that, as thereafter delivered to the
purchaser of such securities, such Prospectus shall not include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading;

         (g) make every reasonable effort to avoid the issuance of, or if
issued, to obtain the withdrawal of, any order enjoining or suspending the use
or effectiveness of a Registration Statement or suspending of the qualification
(or exemption from qualification) of any of the Registrable Shares for sale in
any jurisdiction, as promptly as reasonably practicable;

         (h) upon request, furnish to each requesting Holder of Registrable
Shares, without charge, at least one conformed copy of each Registration
Statement and any post-effective amendment or supplement thereto (without
documents incorporated therein by reference or exhibits thereto, unless
requested);

         (i) except as provided in Section 5, upon the occurrence of any event
contemplated by Section 4(f)(iv) hereof, use its commercially reasonable best
efforts to promptly as reasonably practical prepare a supplement or
post-effective amendment to a Registration Statement or the related Prospectus
or any document incorporated therein by reference or file any other required
document so that, as thereafter delivered to the purchasers of the Registrable
Shares, such Prospectus will not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading;

         (j) if requested by the representative of the underwriters, if any, or
any Holders of Registrable Shares being sold in connection with such offering,
(i) promptly incorporate in a Prospectus supplement or post-effective amendment
such information as the representative of the underwriters, if any, or such
Holders reasonably request be included therein and (ii) make all



                                       9





required filings of such Prospectus supplement or such post-effective amendment
as soon as reasonably practicable after the Company has received notification of
the matters to be incorporated in such Prospectus supplement or post-effective
amendment;

         (k) in the case of an Underwritten Offering, use its best efforts to
furnish to each Holder of Registrable Shares covered by such Registration
Statement and the underwriters a signed counterpart, addressed to each such
Holder and the underwriters, of: (i) an opinion of counsel for the Company,
dated the date of each closing under the underwriting agreement, reasonably
satisfactory to such Holder and covering such matters of the type customarily
covered by such opinions; and (ii) a "comfort" letter, dated the effective date
of such Registration Statement and the date of each closing under the
underwriting agreement, signed by the independent public accountants who have
certified the Company's financial statements included in such Registration
Statement, covering substantially the same matters with respect to such
Registration Statement (and the Prospectus included therein) and with respect to
events subsequent to the date of such financial statements, as are customarily
covered in accountants' letters delivered to underwriters in underwritten public
offerings of securities and such other financial matters as such Holder and the
underwriters may reasonably request;

         (l) enter into customary agreements (including in the case of an
Underwritten Offering, an underwriting agreement in customary form) and take all
other action in connection therewith in order to expedite or facilitate the
distribution of the Registrable Shares included in such Registration Statement
and, in the case of an Underwritten Offering, make representations and
warranties to the Holders of Registrable Shares covered by such Registration
Statement and to the underwriters in such form and scope as are customarily made
by issuers to underwriters in underwritten offerings and confirm the same to the
extent customary if and when requested;

         (m) make available for inspection by representatives of the Holders of
the Registrable Shares and the representative of any underwriters participating
in any disposition pursuant to a Registration Statement and any special counsel
or accountants retained by such Holders or underwriters, all financial and other
records, pertinent corporate documents and properties of the Company and cause
the respective officers, directors and employees of the Company to supply all
information reasonably requested by any such representatives, the representative
of the underwriters, counsel thereto or accountants in connection with a
Registration Statement; provided, however, that such records, documents or
information that the Company determines, in good faith, to be confidential and
notifies such representatives, representative of the underwriters, counsel
thereto or accountants are confidential shall be held and treated as
confidential and shall not be disclosed by the representatives, representative
of the underwriters, counsel thereto or accountants unless (i) the disclosure of
such records, documents or information is necessary to avoid or correct a
misstatement or omission in a Registration Statement or Prospectus, (ii) the
release of such records, documents or information is ordered pursuant to a
subpoena or other order from a court of competent jurisdiction, or (iii) such
records, documents or information have been generally made available to the
public;

         (n) use its commercially reasonable best efforts (including, without
limitation, seeking to cure any deficiencies within the Company's control cited
by the exchange or market in the Company's listing or inclusion application) to
list or include all Registrable Shares on the



                                       10




New York Stock Exchange, the American Stock Exchange or The Nasdaq National
Market on which the Common Shares are then listed;

         (o) prepare and file in a timely manner all documents and reports
required by the Exchange Act and, to the extent the Company's obligation to file
such reports pursuant to Section 13 or 15(d) of the Exchange Act expires prior
to the expiration of the effectiveness period of the Registration Statement as
required by Section 4(a) hereof, the Company shall register the Registrable
Shares under the Exchange Act and shall maintain such registration through the
effectiveness period required by Section 4(a) hereof;

         (p) provide a CUSIP number for all Registrable Shares, not later than
the effective date of the Registration Statement;

         (q) (i) otherwise use its commercially reasonable best efforts to
comply with all applicable rules and regulations of the Commission, (ii) make
generally available to its shareholders, as soon as reasonably practicable,
earnings statements covering at least 12 months that satisfy the provisions of
Section 11(a) of the Securities Act and Rule 158 (or any similar rule
promulgated under the Securities Act ) thereunder, no later than ninety (90)
days after the end of each fiscal year of the Company and (iii) delay filing any
Registration Statement or Prospectus or amendment or supplement to such
Registration Statement or Prospectus to which any Holder of Registrable Shares
covered by such Registration Statement shall have reasonably objected on the
grounds that such Registration Statement or Prospectus or amendment or
supplement does not comply in all material respects with the requirements of the
Securities Act, such Holder having been furnished with a copy thereof at least
two (2) Business Days prior to the filing thereof; provided that the Company may
file such Registration Statement or Prospectus or amendment or supplement
following such time as the Company shall have made a good faith effort to
resolve any such issue with the objecting Holder and shall have advised the
Holder in writing of its reasonable belief that such filing complies in all
material respects with the requirements of the Securities Act;

         (r) provide and cause to be maintained a registrar and transfer agent
for all Registrable Shares covered by any Registration Statement from and after
a date not later than the effective date of such Registration Statement; and

         (s) in connection with any sale or transfer of the Registrable Shares
(whether or not pursuant to a Registration Statement) that will result in the
security being delivered no longer being Registrable Shares, cooperate with the
Holders and the representative of the underwriters, if any, to facilitate the
timely preparation and delivery of certificates representing the Registrable
Shares to be sold, which certificates shall not bear any transfer restrictive
legends if sold pursuant to a Registration Statement, under Rule 144 or to the
Company, and to enable such Registrable Shares to be in such denominations and
registered in such names as the representative of the underwriters, if any, or
the Holders may request at least two (2) Business Days prior to any sale of the
Registrable Shares.

         The Company may require each Holder of Registrable Shares to furnish to
the Company such information regarding itself, the securities of the Company
beneficially owned by such Holder and the proposed distribution by such Holder
of such Registrable Shares as the Company


                                       11






may from time to time reasonably request in writing or as shall be required to
effect the registration of the Registrable Shares. No Holder shall be entitled
to be named as a selling shareholder in any Registration Statement, and no
Holder shall be entitled to use the Prospectus forming a part thereof, if such
Holder does not provide such information to the Company.

         Each Holder agrees that, upon receipt of any notice from the Company of
the happening of any event of the kind described in Section 4(f)(iii) or
4(f)(iv) hereof, such Holder will immediately discontinue disposition of
Registrable Shares pursuant to a Registration Statement until such Holder's
receipt of the copies of the supplemented or amended Prospectus. If so directed
by the Company, such Holder will deliver to the Company (at the expense of the
Company) all copies in its possession, other than permanent file copies then in
such Holder's possession, of the Prospectus covering such Registrable Shares
current at the time of receipt of such notice.

5.       BLACK-OUT PERIOD

         (a) Subject to the provisions of this Section 5 and a good faith
determination by a majority of the Board of Directors of the Company that it is
in the best interests of the Company to suspend the use of the Registration
Statement, following the effectiveness of a Registration Statement (and the
filings with any international, federal or state securities commissions), the
Company, by written notice to the Selling Holders, may direct the Selling
Holders to suspend sales of the Registrable Shares pursuant to the Registration
Statement for such times as the Company reasonably may determine is necessary or
advisable (but in no event for more than an aggregate of sixty (60) days in any
twelve (12)-month period commencing on the Closing Date or more than sixty (60)
days in any ninety (90)-day period), if any of the following events shall occur:
(i) an Underwritten Offering by the Company where the Company is advised by the
representative of the underwriters for such Underwritten Offering that the sale
of Registrable Shares pursuant to the Registration Statement would have a
material adverse effect on the Company's primary offering; or (ii) pending
negotiations relating to, or the consummation of, a transaction or the
occurrence of an event (x) that would require additional disclosure of material
information by the Company in the Registration Statement (or such filings) and
which has not been so disclosed, (y) as to which the Company has a bona fide
business purpose for preserving confidentiality, or (z) that renders the Company
unable to comply with Commission requirements, in each case under circumstances
that would make it impractical or inadvisable to promptly amend or supplement
the Registration Statement on a post-effective basis, as applicable. Upon the
occurrence of any such suspension, the Company shall use its best efforts to
promptly amend or supplement the Registration Statement on a post-effective
basis or to take such reasonable action as is necessary to make resumed use of
the Registration Statement compatible with the Company's best interests, as
applicable, so as to permit the Holders to resume sales of the Registrable
Shares as soon as possible.

         (b) If the Company suspends the effectiveness of a Registration
Statement pursuant to Section 5(a) hereof (a "Suspension Event"), the Company
shall give written notice (a "Suspension Notice") to the Selling Holders to
suspend sales of the Registrable Shares and such notice shall state that such
suspension shall continue only for so long as the Suspension Event or its effect
is continuing and the Company is taking all reasonable steps to terminate
suspension of the effectiveness of the Registration Statement as promptly as
possible. The Selling Holders


                                       12




shall not effect any sales of the Registrable Shares pursuant to such
Registration Statement (or such filings) at any time after receipt of a
Suspension Notice from the Company and prior to receipt of an End of Suspension
Notice (as defined below). If so directed by the Company, each Selling Holder
will deliver to the Company (at the expense of the Company) all copies other
than permanent file copies then in such Selling Holder's possession of the
Prospectus covering the Registrable Shares at the time of receipt of the
Suspension Notice. The Selling Holders may recommence effecting sales of the
Registrable Shares pursuant to the Registration Statement (or such filings)
following further notice to such effect (an "End of Suspension Notice") from the
Company, which End of Suspension Notice shall be given by the Company to the
Selling Holders in the manner described above promptly following the conclusion
of any Suspension Event and its effect. In the event that the suspension periods
would exceed the periods set forth in Section 5(a), the Company shall send
notice thereof to the Selling Holders in the manner described above.

         (c) If the Company shall give a Suspension Notice pursuant to this
Section 5, the Company agrees that it shall extend the period of time during
which the Registration Statement shall be maintained effective pursuant to this
Agreement by the number of days during the period from the date on which the
Selling Holders shall have received the Suspension Notice to and including the
date when Selling Holders shall have received the End of Suspension Notice and
copies of the supplemented or amended Prospectus necessary to resume sales.

6.       INDEMNIFICATION AND CONTRIBUTION

         (a) The Company agrees to indemnify and hold harmless (i) each Holder
of Registrable Shares, (ii) each Person, if any, who controls (within the
meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange
Act), any such Person (any of the Persons referred to in this clause (ii) being
hereinafter referred to as a "Controlling Person"), and (iii) the respective
officers, directors, partners, Affiliates, members, managers, shareholders,
beneficiaries, trustees, employees, representatives and agents of any such
Person referred to in clause (i) or any Controlling Person (any Person referred
to in clause (i), (ii) or (iii) may hereinafter be referred to as an "Purchaser
Indemnitee"), to the fullest extent lawful, from and against any and all losses,
claims, damages, judgments, actions, out-of-pocket expenses and other
liabilities (collectively, the "Liabilities"), including without limitation and
as incurred, reimbursement of all reasonable costs of investigating, preparing,
pursuing or defending any claim or action, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, including the
reasonable fees and expenses of counsel to any Purchaser Indemnitee, joint or
several, directly or indirectly related to, based upon, arising out of or in
connection with any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement or Prospectus or any amendment
thereof or supplement thereto, or any preliminary Prospectus or any other
document prepared by or on behalf of the Company and used to sell any securities
of the Company, or 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 under which they were made, not misleading, except
insofar as such Liabilities are caused by, (y) any untrue statement or omission
or alleged untrue statement or omission made in reliance upon and in conformity
with information relating to a Purchaser Indemnitee furnished to the Company in
writing by such Purchaser Indemnitee expressly for use therein or (z) any untrue
statement contained in or omission from a Prospectus




                                       13






if a copy of the Prospectus (as then amended or supplemented, if the Company
shall have furnished to or on behalf of a Holder participating in the
distribution relating to the relevant Registration Statement any amendments or
supplements thereto) was not sent or given by or on behalf of such Holder, after
the Company has furnished such Holder a reasonably sufficient number of copies
of the same, to the Person asserting any such Liabilities who purchased Common
Shares, if such Prospectus as amended or supplemented is required by law to be
sent or given, or the Company requests that it be sent or given (providing a
reasonable amount of time to fulfill such request), at or prior to the written
confirmation of the sale of such Common Shares to such Person, and the untrue
statement contained in or omission from the Prospectus was corrected in such
Prospectus as amended or supplemented. The Company shall notify the Holders
promptly of the institution, threat or assertion of any claim, proceeding
(including any governmental investigation), or litigation of which it shall have
become aware in connection with the matters addressed by this Agreement which
involves the Company or a Purchaser Indemnitee. The indemnity provided for
herein shall remain in full force and effect regardless of any investigation
made by or on behalf of any Purchaser Indemnitee and shall survive the transfer
of any Registrable Securities by a Purchaser Indemnitee.

         (b) In connection with any Registration Statement in which a Holder of
Registrable Shares is participating, such Holder agrees, severally and not
jointly, to indemnify and hold harmless the Company, each Person who controls
the Company within the meaning of Section 15 of the Securities Act or Section
20(a) of the Exchange Act (a "Company Controlling Person") and the respective
partners, directors, officers, Affiliates, members, representatives, employees
and agents of such Person or Company Controlling Person to the same extent as
the foregoing indemnity from the Company to each Holder, but only to the extent
of Liabilities caused by untrue statements or omissions or alleged untrue
statements or omissions made in reliance upon and in strict conformity with
information relating to such Holder furnished to the Company in writing by such
Holder expressly for use in any Registration Statement or Prospectus, any
amendment or supplement thereto, or any preliminary Prospectus. The liability of
any Holder pursuant to this paragraph shall in no event exceed the net proceeds
received by such Holder from sales of Registrable Shares giving rise to such
obligations.

         (c) If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any Person in respect of which indemnity may be sought pursuant to paragraph (a)
or (b) above, such Person (the "Indemnified Party"), shall promptly notify the
Person against whom such indemnity may be sought (the "Indemnifying Party"), in
writing of the commencement thereof (but the failure to so notify an
Indemnifying Party shall not relieve it from any liability which it may have
under this Section 6, except to the extent the Indemnifying Party is materially
prejudiced by the failure to give notice), and the Indemnifying Party, upon
request of the Indemnified Party, shall retain counsel reasonably satisfactory
to the Indemnified Party to represent the Indemnified Party and any others the
Indemnifying Party may reasonably designate in such proceeding and shall pay the
reasonable fees and expenses of such counsel related to such proceeding.
Notwithstanding the foregoing, in any such proceeding, any Indemnified Party
shall have the right to retain its own counsel, but the fees and expenses of
such counsel shall be at the expense of such Indemnified Party, unless (i) the
Indemnifying Party and the Indemnified Party shall have mutually agreed in
writing to the contrary, (ii) the Indemnifying Party failed within a reasonable
time after notice of commencement of the action to assume the defense and employ
counsel



                                       14




reasonably satisfactory to the Indemnified Party, (iii) the Indemnifying
Party and its counsel do not actively and vigorously pursue the defense of such
action or (iv) the named parties to any such action (including any impleaded
parties), include both such Indemnified Party and the Indemnifying Party, or any
Affiliate of the Indemnifying Party, and such Indemnified Party shall have been
reasonably advised by counsel that, either (x) there may be one or more legal
defenses available to it which are different from or additional to those
available to the Indemnifying Party or such Affiliate of the Indemnifying Party
or (y) a conflict may exist between such Indemnified Party and the Indemnifying
Party or such Affiliate of the Indemnifying Party (in which case the
Indemnifying Party shall not have the right to assume nor direct the defense of
such action on behalf of such Indemnified Party, it being understood, however,
that the Indemnifying Party shall not, in connection with any one such action or
separate but substantially similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the
fees and expenses of more than one separate firm of attorneys (in addition to
any local counsel), for all such Indemnified Parties, which firm shall be
designated in writing by those Indemnified Parties who sold a majority of the
Registrable Shares sold by all such Indemnified Parties and any such separate
firm for the Company, the directors, the officers and such control Persons of
the Company as shall be designated in writing by the Company. Counsel for the
Indemnified Party and the Indemnifying Party will cooperate with each other to
conduct the defense of such action or proceeding as efficiently as possible. The
Indemnifying Party shall not be liable for any settlement of any proceeding
effected without its written consent, which consent shall not be unreasonably
withheld, but if settled with such consent or if there be a final judgment for
the plaintiff, the Indemnifying Party agrees to indemnify any Indemnified Party
from and against any loss or liability by reason of such settlement or judgment
and to the extent covered by Section 6(a). No Indemnifying Party shall, without
the prior written consent of the Indemnified Party, effect any settlement of any
pending or threatened proceeding in respect of which any Indemnified Party is or
could have been a party and indemnity could have been sought hereunder by such
Indemnified Party, unless such settlement includes an unconditional release of
such Indemnified Party from all liability on claims that are the subject matter
of such proceeding.

         (d) If the indemnification provided for in paragraphs (a) and (b) of
this Section 6 is for any reason held to be unavailable to an Indemnified Party
in respect of any Liabilities referred to therein (other than by reason of the
exceptions provided therein) or is insufficient to hold harmless a party
indemnified thereunder, then each Indemnifying Party under such paragraphs, in
lieu of indemnifying such Indemnified Party thereunder, shall contribute to the
amount paid or payable by such Indemnified Party as a result of such Liabilities
in such proportion as is appropriate to reflect the relative fault of the
Indemnifying Party(ies), on the one hand, and the Indemnified Party, on the
other hand, as well as any other relevant equitable considerations. The relative
fault of the Company on the one hand and any Holder on the other shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or by such Holder
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

         (e) The parties agree that it would not be just and equitable if
contribution pursuant to this Section 6 were determined by pro rata allocation
(even if such indemnified parties were


                                       15




treated as one entity for such purpose), or by any other method of allocation
that does not take account of the equitable considerations referred to in
paragraph 6(d) above. The amount paid or payable by an Indemnified Party as a
result of any Liabilities referred to paragraph 6(d) shall be deemed to include,
subject to the limitations set forth above, any reasonable legal or other
expenses actually incurred by such Indemnified Party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 6, in no event shall a Holder be required to
contribute any amount in excess of the amount by which proceeds received by such
Holder from sales of Registrable Shares exceeds the amount of any damages that
such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. For purposes of this
Section 6, each Purchaser Indemnitee shall have the same rights to contribution
as each Holder of Registrable Securities, and each Person, if any, who controls
(within the meaning of Section 15 of the Act or Section 20(a) of the Exchange
Act) the Company, and each officer, director, partner, employee, representative,
agent or manager of the Company shall have the same rights to contribution as
the Company. Any party entitled to contribution will, promptly after receipt of
notice of commencement of any action, suit or proceeding against such party in
respect of which a claim for contribution may be made against another party or
parties, notify each party or parties from whom contribution may be sought, but
the omission to so notify such party or parties shall not relieve the party or
parties from whom contribution may be sought from any obligation it or they may
have under this Section 6 or otherwise, except to the extent that any party is
materially prejudiced by the failure to give notice. No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act), shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.

         (f) The indemnity and contribution agreements contained in this Section
6 will be in addition to any liability which the indemnifying parties may
otherwise have to the indemnified parties referred to above. The Holders'
obligations to contribute pursuant to this Section 6 are several in proportion
to the respective number of shares sold by each of the Holders pursuant to a
Registration Statement hereunder and not joint.

7.       MARKET STAND-OFF AGREEMENT

         Each Holder hereby agrees that it shall not, to the extent requested by
the Company or an underwriter of securities of the Company, sell or otherwise
transfer or dispose of any Registrable Shares or other Common Share or any
securities convertible into or exchangeable or exercisable for Common Shares
then owned by such Holder (other than to donees, beneficiaries, Affiliates,
shareholders, members or partners of the Holder who agree to be similarly bound)
within one hundred eighty (180) days following the effective date of an IPO
Registration Statement of the Company filed under the Securities Act; provided,
however, that:

         (a) with respect to the 180-day restriction that follows the effective
date of an IPO Registration Statement, such agreement shall be applicable only
to the first such Registration Statement of the Company that covers securities
to be sold on its behalf to the public in an Underwritten Offering but not to
Registrable Shares sold pursuant to such Registration Statement;

                                       16



         (b) all executive officers and directors of the Company then holding
Common Shares or securities convertible into or exchangeable or exercisable for
Common Shares shall have entered into similar agreements. Nothing in this
Agreement shall prevent the exercise of options or warrants to purchase Common
Shares; and

         (c) this Section 7 is not applicable if a "Shelf Registration
Statement" (as such term is defined in the Initial Purchaser Agreement) of the
Company filed under the Securities Act has been declared effective prior to the
filing of an IPO Registration Statement.

         In order to enforce the foregoing covenant, the Company shall have the
right to place restrictive legends on the certificates representing the
securities subject to this Section 7 and to impose stop transfer instructions
with respect to the Registrable Shares and such other securities of each Holder
(and the securities of every other Person subject to the foregoing restriction)
until the end of such period.

         Notwithstanding anything in the foregoing to the contrary, in the event
that FBR releases any of the securities of a holder subject to Section 7 of the
Initial Purchaser Agreement in accordance with Section 7(d) thereof, then all of
the securities of a Holder subject to Section 7 of this Agreement shall be
simultaneously released from the restrictions of this Section 7 without any
further action required on the part of any Holder.

8.       TERMINATION OF THE COMPANY'S OBLIGATION

         The Company shall have no obligation pursuant to this Agreement with
respect to any Registrable Shares proposed to be sold by a Holder in a
registration pursuant to this Agreement if, in the opinion of counsel to the
Company (which counsel shall be reasonably acceptable to Holder), all such
Registrable Shares proposed to be sold by a Holder may be sold pursuant to Rule
144(k) under the Securities Act.

9.       NO INCONSISTENT RIGHTS


         The Company will not hereafter enter into any agreement with respect to
its securities which is inconsistent with the rights granted to the holders of
Registrable Securities in this Agreement. The Company is not a party to any
agreement, with respect to any of its securities, granting any registration
rights to any person, which agreement is or may be inconsistent with the rights
granted to the holders of Registrable Securities in this Agreement and is in
effect on the date hereof or the Effective Date.

10.      MISCELLANEOUS

         (a) Remedies. In the event of a breach by the Company of any of its
obligations under this Agreement, each Holder of Registrable Shares, in addition
to being entitled to exercise all rights provided herein or granted by law,
including recovery of damages, will be entitled to specific performance of its
rights under this Agreement. Subject to Section 6, the Company agrees that
monetary damages would not be adequate compensation for any loss incurred by
reason of a breach by it of any of the provisions of this Agreement and hereby
further agree that, in the event of any action for specific performance in
respect of such breach, it shall waive the defense that a remedy at law would be
adequate.

                                       17


         (b) Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to or departures from the provisions hereof may not be
given, without the written consent of the Company and Holders beneficially
owning not less than fifty percent (50%) of the then outstanding Registrable
Shares. No such amendment shall be effective to the extent that it applies to
fewer than all of the Holders of the Registrable Securities. Notwithstanding the
foregoing, a waiver or consent to or departure from the provisions hereof with
respect to a matter that relates exclusively to the rights of a Holder whose
securities are being sold pursuant to a Registration Statement and that does not
directly or indirectly affect, impair, limit or compromise the rights of other
Holders may be given by such Holder; provided that the provisions of this
sentence may not be amended, modified or supplemented except in accordance with
the provisions of the immediately preceding sentence.

         (c) Notices. All notices and other communications, provided for or
permitted hereunder shall be made in writing by delivered by facsimile (with
receipt confirmed), overnight courier or registered or certified mail, return
receipt requested, or by telegram:

             (i) if to the Investor, at c/o Capital One Financial Corporation,
         1680 Capital One Drive, McLean, VA 22102 (facsimile: 703-720-1186) with
         a copy to Wilmer Cutler Pickering LLP, 2445 M Street NW, Washington DC
         20037, Attn: Mark A. Dewire (facsimile: 202-663-6363); and

             (ii) if to the Company, at the offices of the Company, Cumberland
         House, 1 Victoria Street, Hamilton HM 11, Bermuda, Attention: Tobey J.
         Russ, with a copy to Amar Budarapu, Esq., Baker & McKenzie, 2300
         Trammell Crow Center, 2001 Ross Avenue, Dallas, Texas 75201 (facsimile:
         214-978-3099).

         (d) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties hereto,
including, without limitation and without the need for an express assignment or
assumption, subsequent Holders of Registrable Shares.

         (e) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, manually or by
facsimile. Each counterpart when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.

         (f) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         (g) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY STATE COURT IN THE STATE OF NEW YORK OR ANY FEDERAL COURT
SITTING IN NEW YORK IN RESPECT OF ANY SUIT,

                                       18



ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND
IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH OF THE PARTIES
HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER
APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND
ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.

         (h) Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties hereto that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.

         (i) Entire Agreement. This Agreement is intended by the parties hereto
as a final expression of their agreement, and is intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and therein.

         (j) Registrable Shares Held by the Company or its Affiliates. Whenever
the consent or approval of Holders of a specified percentage of Registrable
Shares is required hereunder, Registrable Shares held by the Company or its
Affiliates shall not be counted in determining whether such consent or approval
was given by the Holders of such required percentage.

         (k) Further Assurances. Each of the parties agrees to do such further
acts and things or cause to be performed such further acts and things,
including, without limitation, execute and deliver, or cause to be executed and
delivered, such agreements and other documents, as any other party hereto shall
reasonably require or deem advisable to effectuate the purposes of this
Agreement or to better assure or confirm its rights and remedies hereunder.

         (l) Survival. This Agreement is intended to survive the consummation of
the transactions contemplated by the Stock Purchase Agreement. The
indemnification and contribution obligations under Section 6 of this Agreement
shall survive the termination of the Company's obligations under Section 2 and
Section 8 of this Agreement.

         (m) Effective Date. This Agreement shall be effective as of February 1,
2004 (the "Effective Date").

                  [Remainder of page intentionally left blank.]

                                       19





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

                                    QUANTA CAPITAL HOLDINGS LTD.



                                    By:/s/ Tobey J. Russ
                                       -----------------
                                       Name:  Tobey J. Russ
                                       Title: President and Chief Executive
                                              Officer


                                    THE NIGEL W. MORRIS REVOCABLE TRUST



                                    By:/s/ Nigel W. Morris
                                       -------------------
                                       Name:  Nigel W. Morris
                                       Title:


                [Signature Page to Registration Rights Agreement]