EXHIBIT 10.14

         The following  table sets forth those  individuals  who have executed a
Registration  Rights  Agreement,  a form of which is  included  in this  Exhibit
10.13. All material terms of the Registration Rights Agreements are identical.

                             Investor
                             --------

                         CBP Talecom, LP
                         DLK Limited Partnership
                         O.T. Finance S.A.
                         Andrew Worden
                         Andrew Worden
                         Saul Cohen
                         Hostetler Limited Partnership
                         JM Hull Associates, LP
                         John F. Steinmetz
                         DiBenedetto Limited Partnership
                         Ogham Holdings, LP
                         Ronald Frank
                         Becker Limited Partnership
                         WCAL Limited Partnership
                         Wittenstein Limited Partnership
                         Nathanson Telecom Partners, LP
                         Theodore H. Swindells

<PAGE>

                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION  RIGHTS AGREEMENT,  dated as of November 21, 2001, is
made by and between  Category 5 Technologies,  Inc., a Nevada  corporation  (the
"Company"),   and  the  undersigned  holder  (the  "Holder")  of  the  Company's
Convertible  Promissory Notes (the  "Convertible  Notes"),  and certain warrants
("Warrants") issued  concurrently by the Company to the Holder,  which Notes and
Warrants,  upon  conversion  or exercise as the case may be,  shall  entitle the
Holder to shares of common stock of the Company (the "Common Stock"). The shares
of Common Stock into which the Convertible Notes are convertible, and the shares
of Common Stock  issuable upon exercise of the Warrants,  are referred to herein
collectively as the "Underlying Shares."

                                 R E C I T A L S
                                 - - - - - - - -

         A. The Holder is purchasing from the Company, and the Company desires
to issue and sell to the Holder, Convertible Notes, which upon conversion shall
entitle the Holder thereof to Common Stock, as set forth in the Subscription
Agreement dated August 17, 2000 (the "Subscription Agreement") between the
Company and the Holder (collectively, with any other holders purchasing
Convertible Notes under a similar Subscription Agreement, "Holders").

         B. As partial inducement for the Holder to purchase the Convertible
Notes, the Company hereby grants the Holder the registration rights set forth
herein, upon the terms and subject to the conditions set forth herein.

         The Company and the Holder hereby agree as follows:

         1. Definitions. For the purposes of this Agreement:
            ------------

              (a) The terms "register," "registered" and "registration" refer to
a registration effected by preparing and filing a registration statement or
statements or similar documents in compliance with the Securities Act of 1933,
as amended ("Securities Act"), the Securities Exchange Act of 1934, as amended
("Exchange Act") and pursuant to Rule 415 under the Securities Act or any
successor rule providing for offering securities on a continuous basis ("Rule
415"), and the declaration or ordering of effectiveness of such registration
statement or document by the Securities and Exchange Commission (the "SEC").

              (b) The term "Registerable Securities" means (i) the Underlying
Shares, and (ii) any Common Stock issued as (or issuable upon the conversion or
exercise of any convertible security, warrant, right or other security which is
issued as) a dividend or other distribution with respect to, or in exchange for
or in replacement of any Convertible Notes or Underlying Shares, including any
Registerable Securities sold by a holder of such Registerable Securities in a
transaction in which Registrable Securities and registration rights under this
Agreement are permitted to be assigned.

                                       1
<PAGE>

         2. Piggyback Registration.
            -----------------------

              (a) Notice. If, beginning at anytime from the initial issuance of
Convertible Notes by the Company, and continuing until December 31, 2004, the
Company proposes to file a registration statement under the Securities Act (a
"Registration Statement"), other than a registration on Form S-8 or Form S-4,
with respect to an offering for its own account or for the account of others of
any class of securities of the Company, then, at each such time, the Company
shall give written notice of such intention to file a Registration Statement (a
"Piggyback Notice") to each Holder at least twenty (20) days before the
anticipated filing date of the Registration Statement. The Piggyback Notice
shall describe the intended method of distribution, and shall offer each Holder
the opportunity to register pursuant to such Registration Statement such
Registrable Securities as the Holder may request in writing to the Company
within twenty (20) days after the date the Holder first received the Piggyback
Notice (a "Piggyback Registration"). After receipt of such request from the
Holder, the Company shall take all necessary steps, subject to the provisions of
the following paragraph (b), to include in the Registration Statement all
Registrable Securities which the Company has been so requested to register by
the Holder and to keep such Registration Statement effective until the later of
(i) the sale of all such Registrable Securities and (ii) the date all such
Registrable Securities may be sold without restrictions or limitations pursuant
to Rule 144(k) of the Securities Act. The Company shall be entitled to withdraw
a Registration Statement (not filed pursuant to Section 3 hereof) prior to its
becoming effective, but such withdrawal shall not affect subsequent rights of
Holder.

              (b) Underwritten Registrations. In a registration pursuant to this
Section 2 involving an underwritten offering, whether or not for sale for the
account of the Company, any request pursuant to this Section 2 may require that
all Registrable Securities be included in such offering on identical terms and
conditions. If the offering is a public offering of the Company's securities,
and if the managing underwriter with respect to such an offering advises the
Company in writing that the inclusion of all the Registrable Securities which
the Holder requested to be included in the Registration Statement would
materially jeopardize the success of the offering, then the Company shall be
required to include in the underwriting only that number, if any, of Registrable
Securities which the underwriter advises the Company in writing may be sold
without materially jeopardizing the offering. Any reduction to be made by such
managing underwriter in the amount of Registrable Securities to be included in
such underwriting shall be made pro rata among each Holder. Any Holder
disapproving of the terms of any such underwriting may elect to withdraw such
Holder's Registrable Securities from registration by written notice to the
Company and the underwriter not later than 15 days prior to the effective date
of any registration.

         3. Demand Registrations.
            ---------------------

              (a) Demand Notice. Commencing one year after the initial issuance
of Convertible Notes by the Company, the Holders of at least 50% of the
outstanding Convertible Notes may, on one single occasion, by notice to the
Company, demand that the Company register the Registrable Securities under the
Securities Act, and the Company will promptly so register the Registrable
Securities by filing an appropriate form of Registration Statement with the SEC
within 45 days after such demand.

                                       2
<PAGE>

              (b) Cooperation with Company. The Holder will cooperate with the
Company in all respects in connection with this Agreement, including, timely
supplying all information reasonably requested by the Company and executing and
returning all documents reasonably requested in connection with the registration
and sale of the Registrable Securities.

         4. Limitations on the Company's Obligations. The obligations of the
Company to cause Registrable Securities to be registered under the Securities
Act as provided in this Agreement are subject to each of the following
limitations, conditions and qualifications:

              (a) The Company shall be entitled, for a period of time not to
exceed 45 consecutive days, to postpone the filing of any registration statement
otherwise required to be prepared and filed by it pursuant to Section 2 or 3
above and/or to request that the Holders refrain from effecting any public sales
or distributions of their Registrable Securities if the Board of Directors of
the Company in good faith determines in its reasonable business judgment that
such registration and/or such public sales or distributions would interfere in
any material respect with any financing (other than an underwritten secondary
offering of any securities of the Company), acquisition, corporate
reorganization or other transaction or development involving the Company or any
subsidiary of the Company that in the reasonable good faith business judgment of
such Board is a transaction or development that is or would be material to the
Company (a "Material Development Election"). The Board of Directors of the
Company shall, as promptly as practicable, give the Holders written notice of
any such Material Development Election. In the event of a determination by the
Board of Directors to postpone the filing of a registration statement required
to be filed under Section 2 or 3 hereof, the Company shall be required, if
Holders of at least 50% of the outstanding Convertible Notes so request, to file
such registration statement as soon as reasonably practicable after the Board of
Directors of the Company shall determine, in its reasonable business judgment,
that the filing of such registration statement and the offering thereunder shall
not interfere with the aforesaid material transaction or development, but in any
event no later than the end of such 45-day period. In addition, if the Board of
Directors of the Company has requested that the Holders refrain from making
public sales or distributions of their Registrable Securities, such Board shall,
immediately following its determination that the Holders may recommence such
public sales and distributions, notify such Holders in writing of such
determination (but in any event no later than the end of such 45-day period).

         5. Registration Expenses. All expenses incident to a Piggyback or
Demand Registration, including, without limitation, all registration and filing
fees, fees and expenses of compliance with securities or blue sky laws, printing
expenses, messenger, telephone and delivery expenses, and fees and disbursements
of counsel for the Company and counsel for the Holders (but not more than one
counsel for the Holders per registration) and of all independent public
accountants of the Company (including the expenses of any special audit and
"comfort" letters required by or incident to the performance of such services),
underwriting expenses (excluding (a) discounts, commissions or fees of
underwriters, selling brokers, dealer managers or similar securities industry
professionals relating to the distribution of the Registrable Securities which
shall be paid by the selling Holders on a pro rata basis based on the number of
Registrable Securities being sold by them and (b) any stock transfer taxes
incurred with respect to the distribution of the Registrable Securities),
securities acts liability insurance and fees and expenses of other persons or

                                       3
<PAGE>

entities retained by the Company, will be borne by the Company whether or not
any Registration Statement become effective.

         6. Holdback Agreements. In connection with any underwritten public
offering for the Company's account, each Holder of Registrable Securities agrees
not to effect any public sale or distribution of Common Stock, including a sale
pursuant to Rule 144 or in reliance on any other exemption from registration
under the Securities Act, during the 120 day period beginning on the effective
date of any Registration Statement (except as a participant in such
registration), but only if and to the extent requested in writing (with
reasonable prior written notice) by an underwriter(s) and only if and to the
extent (i) that all executive officers and directors of the Company holding five
(5%) percent or more of the Company's securities, and (ii) all holders of ten
(10%) percent or more of the Company's securities, enter into identical
agreements. Any such agreement shall be in writing in a form satisfactory to a
majority in interest of the Holders.

         7. Registration Procedures.
            ------------------------

              (a) In connection with any registration required or permitted
under this Agreement, the Company covenants and agrees that it will promptly:

                     (i) prepare and file with the Commission a Registration
Statement with respect to the Registrable Securities and use its continuing best
efforts to cause such Registration Statement to become and remain effective;

                     (ii) notify each Holder of Registrable Securities included
in such registration promptly after it shall receive notice thereof, of the time
such Registration Statement has become effective or any supplement to any
prospectus forming a part of such Registration Statement has been filed;

                     (iii) notify each Holder of Registrable Securities included
in such registration promptly of any request by the Commission for the amendment
or supplement of such Registration Statement or prospectus or of a request for
additional information;

                     (iv) prepare and file with the Commission such amendments
and supplements to such Registration Statement and the prospectus used in
connection therewith and such other documents necessary to comply with the
Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations promulgated under the Securities Act and
the Exchange Act, as may be necessary to keep such Registration Statement filed
pursuant to this Agreement effective for a period of not less than twelve months
and comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such Registration Statement during such
period in accordance with the intended methods of disposition by the sellers
thereof set forth in such Registration Statement;

                     (v) furnish to each Holder of Registrable Securities
included in such registration such number of copies of such Registration
Statement, each amendment and supplement thereto, the prospectus included in
such Registration Statement (including each preliminary prospectus) and such

                                       4
<PAGE>

other documents, including correspondence with the Commission, as such Holder
may reasonably request in order to facilitate the disposition of the Registrable
Securities owned by such Holder;

                     (vi) concurrently with the effectiveness of the
Registration Statement under the Securities Act, qualify the Registrable
Securities under such other securities or "blue sky" laws of such jurisdictions
as each Holder reasonably may request, and do any and all other acts and things
necessary to enable each Holder to consummate the sale of the Registrable
Securities owned by such Holder; provided that the Company shall not be required
in connection with this paragraph (vi) to qualify as a foreign corporation or
execute a general consent to service of process in any jurisdiction where the
Company is not then so qualified or subject to service of process or to subject
the Company to income taxation in any jurisdiction where it is not then so
subject;

                     (vii) notify each Holder of Registrable Securities included
in such registration, at any time when a prospectus relating thereto is required
to be delivered under the Securities Act, of the happening of any event as a
result of which the prospectus included in such Registration Statement contains
an untrue statement of a material fact or omits any fact necessary to make any
statement therein not misleading in light of the circumstances in which such
statement is made, and prepare and furnish to such Holder a reasonable number of
copies of a supplement to or amendment of such prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, 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 in light of the
circumstances in which they are made;

                     (viii) advise each Holder of Registrable Securities
included in such registration promptly after it shall receive notice or obtain
knowledge of the issuance of any stop order by the Commission suspending the
effectiveness of any such Registration Statement or the initiation or threat of
any proceeding for that purpose and promptly use its reasonable best efforts to
prevent the issuance of any stop order or to obtain its withdrawal if such stop
order should be issued;

                     (ix) use its reasonable best efforts to cause all such
Registrable Securities to be listed on each securities exchange or reported on
each consolidated reporting system on which similar securities issued by the
Company are then listed or reported, as the case may be;

                     (x) provide a transfer agent and registrar for all such
Registrable Securities not later than the effective date of such Registration
Statement;

                     (xi) allow each Holder of Registrable Securities included
in such registration to participate in the preparation of the Registration
Statement, each prospectus included therein or filed with the Commission and
each amendment or supplement thereto and make available for inspection by each
Holder, any underwriter participating in any disposition pursuant to such
Registration Statement, and any attorney, accountant or other agent retained by
such Holder or such underwriter, all financial and other records, pertinent
corporate documents and properties of the Company and cause the Company's

                                       5
<PAGE>

officers, directors, employees and independent accountants to supply all
information reasonably requested by such Holder, underwriter, attorney,
accountant or agent in connection with such Registration Statement, subject to
the right of the Company to require confidentiality agreements in a form
reasonably acceptable to the Company and such Holder; and

                     (xii) furnish, at the request of any Holder or Holders
requesting registration of Registrable Securities pursuant to this Agreement, on
the date that such Registrable Securities are delivered to the underwriters for
the sale pursuant to such registration or, if such Registrable Securities are
not being sold through underwriters, on the date that the registration statement
with respect to such Registrable Securities becomes effective, an opinion, dated
such date, of the independent counsel representing the Company for the purposes
of such registration, addressed to the underwriters, if any, and to the Holder
or Holders making such request, covering such legal matters with respect to the
registration in respect of which such opinion is being given as the Holder
requesting such opinion may reasonably request; provided such matters are of a
nature that legal counsel are normally required to opine upon in connection with
such a registration or offering, and a letter dated such date, from the
independent certified public accountants of the Company, addressed to the
underwriters, if any, and to the Holder or Holder making such request, stating
that they are independent certified public accountants within the meaning of the
Securities Act and that in the opinion of such accountants, the financial
statements and other financial data of the Company included in the registration
statement or prospectus, or any amendment or supplement thereto, comply as to
form in all material respects with the applicable accounting requirements of the
Securities Act. Such letter from the independent certified public accountants
shall additionally cover such other financial matters with respect to the
registration in respect of which such letter is being given as the Holder
requesting such letter may reasonably request; provided such matters are of a
nature that accountants are normally required to opine upon in connection with
such registration.

              (b) The Company may require each Holder participating in a
registration hereunder to furnish the Company such information regarding such
Holder and the distribution of such Registrable Securities as the Company may
from time to time reasonably request in writing and as shall be required by law
to effect such registration. Each holder, as a condition of participating in
such registration, shall furnish such information, which shall be complete,
correct and not misleading.

              (c) The Holder or Holders who include Registrable Securities in
any registration under this Agreement shall distribute those Registrable
Securities in a manner consistent with the distribution described in the
relevant registration statement.

         8. Rule 144. After a Public Offering, the Company shall take all
actions reasonably necessary to enable the Holder to sell Registrable Securities
without registration under the Securities Act within the limitation of the
exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may
be amended from time to time, or (b) any similar rule or regulation hereafter
adopted by the Commission, including, without limiting the generality of the
foregoing, filing on a timely basis all reports required to be filed under the
Exchange Act, but shall not be liable for any damages resulting from an
inability of a Holder to rely on Rule 144 if the Company was not timely in its

                                       6
<PAGE>

filings because of circumstances beyond its reasonable control. Upon the request
of any Holder, the Company will deliver to such Holder a written statement as to
whether it has complied with such requirements and shall provide such Holder
with such publicly filed documents of the Company as are reasonably requested by
such Holder in connection with such sale.

         9. Indemnification.
            ----------------

              (a) Indemnification by the Company. In the event of any
registration of any of the Registrable Securities under the Securities Act
pursuant to this Agreement, the Company will indemnify and hold harmless each
Holder participating in the registration, its directors, officers and partners
and each underwriter involved in such registration and each other person, if
any, who controls each selling Holder or underwriter within the meaning of the
Securities Act or the Exchange Act against any losses, claims, damages or
liabilities, joint or several, to which each selling Holder or its officers,
directors, or partners or underwriter may become subject insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact contained in any Registration Statement under which such Registrable
Securities were registered under the Securities Act, any preliminary prospectus
or final prospectus contained in such Registration Statement, or any amendment
or supplement to such Registration Statement, or arise out of or are based upon
the omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in light of
the circumstances in which they are made, and will reimburse such selling
Holder, its officers, directors, and partners and such underwriter and each such
controlling person for any legal or any other expenses reasonably incurred by
any of them as they are incurred in connection with investigating or defending
any such loss, claim, damage, liability or action; provided, however, that the
Company will not be liable to any selling Holder or its officers, directors, or
partners, or underwriter and controlling persons in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon
any untrue statement or omission made in such Registration Statement,
preliminary prospectus or final prospectus, or any such amendment or supplement
thereto, (i) in reliance upon and in conformity with information furnished to
the Company, in writing, by or on behalf of such selling Holder or its officers,
directors, or partners, or underwriter and controlling persons, specifically for
use in the preparation of such Registration Statement, preliminary prospectus or
final prospectus or amendment or supplement thereto, or (ii) where such untrue
statement or omission or alleged untrue statement or omission (A) was corrected
in a subsequent final prospectus delivered in sufficient number to the selling
Holder and with sufficient time to permit distribution by such selling Holder,
(B) such selling Holder failed to so distribute such subsequent final
prospectus, and (C) to the extent such distribution would have avoided the
applicable loss, claim, damage, liability or action.

              (b) Indemnification by the Holder. In the event of any
registration of any of the Registrable Securities under the Securities Act
pursuant to this Agreement, each selling Holder, severally and not jointly, will
indemnify and hold harmless the Company, each of its directors, and officers,
each underwriter involved in such registration, each other selling Holder and
their respective officers, directors, and partners and each person, if any, who
controls the Company or any such underwriter or selling Holder within the

                                       7
<PAGE>

meaning of the Securities Act or the Exchange Act, against any losses, claims,
damages or liabilities (or actions in respect thereof), to which the Company,
such directors and officers, such underwriter or selling Holder or its
respective officers, directors, stockholders or partners or controlling person
may become subject, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in any Registration
Statement under which such Registrable Securities were registered under the
Securities Act, any preliminary prospectus or final prospectus contained in such
Registration Statement, or any amendment or supplement to such Registration
Statement, or arise out of or are based upon any omission or alleged omission to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances in which they
are made, and will reimburse the Company, the underwriters, each other selling
Holder and their respective officers, directors, stockholders, partners and
controlling person for any legal or any other expenses reasonably incurred by
any of them in connection with investigating or defending any such loss, claim,
damage, liability or action, if the statement or omission was made in reliance
upon and in conformity with information furnished in writing to the Company by
or on behalf of such selling Holder or its officers, directors, stockholders or
partners or controlling persons, specifically for use in connection with the
preparation of such Registration Statement, preliminary prospectus or final
prospectus or amendment or supplement thereto; provided, however, that the
maximum obligation of each selling Holder for indemnification shall be limited
to the net proceeds received by it from the sale of Registrable Securities
pursuant to such Registration Statement.

              (c) Required Notices. Each party entitled to indemnification under
this Section 9 (the "Indemnified Party") shall give notice to the party required
to provide indemnification (the "Indemnifying Party") promptly after the
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought and, with respect to third party claims, shall permit the Indemnifying
Party to assume the defense of any such claim or any litigation resulting from
it, provided that counsel for the Indemnifying Party who shall conduct the
defense of such claim or litigation must be approved by the Indemnified Party
(whose approval shall not unreasonably be withheld), and provided further that
the failure of any Indemnified Party to give notice as provided in this Section
9(c) shall not relieve the Indemnifying Party of its obligations under Sections
9(a) or (b), as the case may be except to the extent such Indemnifying Party was
actually prejudiced thereby. The Indemnified Party shall have the right to
employ its own counsel in any claim or litigation, but, with respect to third
party claims or litigation, the fees and expenses of counsel shall be at the
expense of such Indemnified Party, when and as incurred, unless the Indemnified
Party shall have reasonably concluded that there may be a conflict of interest
between the Indemnifying Party and the Indemnified Party in the conduct of the
defense of such claim or litigation (in which case the Indemnifying Party shall
not have the right to direct the defense of such claim or litigation on behalf
of the Indemnified Party), or the Indemnifying Party shall fail, within a
reasonable time after notice of the claim, to have given written notice of its
intention to assume such defense, and to have employed counsel to assume the
defense of such claim or litigation, or the Indemnifying Party fails timely and
actively to assume or to continue the defense of such claim. No Indemnifying
Party, in the defense of any claim or litigation, shall, without the consent of
the Indemnified Party, consent to entry of any judgment or enter into any
settlement that does not include as an unconditional term the giving by the
claimant or plaintiff to such Indemnified Party of a release from all liability
in respect of such third party claim or litigation. In no event shall an
Indemnified Party consent to any entry of any judgment in a third party claim or

                                       8
<PAGE>

litigation, or settle a third party claim or litigation without the prior
written consent of the Indemnifying Party unless the Indemnifying Party fails to
timely give notice of its intention to assume defense or timely and actively to
assume and continue such defense.

         10. Assignability. The rights granted in this Agreement may be assigned
in whole or in part by a Holder together with a permitted assignment of
Registrable Securities by such Holder.

         11. Notices.
             --------

              (a) All notices, consents, requests, demands and other
communications required or permitted to be given under this Agreement shall be
in writing and delivered personally, receipt acknowledged, or mailed by
registered or certified mail, postage prepaid, return receipt requested, or sent
by overnight express delivery service, or given by telecopier transmission and
confirmed by one of the preceding notice delivery methods, addressed to the
parties hereto as follows (or to such other addresses as any of the parties
hereto shall specify by notice given in accordance with this provision):

                           If to the Company to:

                                    Category 5 Technologies, Inc.
                                    4505 South Wasatch Boulevard
                                    Suite 370
                                    Salt Lake City, Utah

or  at such  other address as it may have furnished in writing  to the Holder of
Registrable Securities at the time outstanding, or

                  If to the Holder of any Registrable Securities:

                                    To the address of such Holder as recorded in
                                    the stockholder records of the Company.

                           With a copy to:

                                    TN Capital Equities, Inc.
                                    14 East 60th Street
                                    Suite 701
                                    New York, NY 10022
                                    Attention: John F. Steinmetz

              (b) All such notices, consents, requests, demands and other
communications shall be deemed given when personally delivered as aforesaid, or,
if mailed or sent by overnight service as aforesaid, on the third business day

                                       9
<PAGE>

after the mailing thereof or on the day actually received, if earlier, except
for a notice of a change of address which shall be effective only upon receipt.

         12. Amendment, Waiver and Termination. This Agreement may be amended,
and the observance of any term of this Agreement may be waived, but only with
the written consent of the Company and the Holder. No delay on the part of any
party in the exercise of any right, power or remedy shall operate as a waiver
thereof, nor shall any single or partial exercise by any party of any right,
power or remedy preclude any other or further exercise thereof, or the exercise
of any other right, power or remedy.

         13. Counterparts. One or more counterparts of this Agreement may be
signed by the parties, each of which shall be an original but all of which
together shall constitute one and the same instrument.

         14. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors, heirs,
personal representatives, administrators, executors and permitted assigns.
Nothing contained in this Agreement is intended to confer upon any person or
entity, other than the parties hereto or their respective successors, heirs,
personal representatives, administrators, executors or permitted assigns, any
rights, benefits, obligations remedies or liabilities under or by reason of this
Agreement.

         15. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York with respect to contracts made
and to be fully performed therein, without regard to the conflicts of laws
principles thereof. The parties hereto hereby agree that any suit or proceeding
arising under this Agreement, or in connection with the consummation of the
transactions contemplated hereby, shall be brought solely in a federal or state
court located in the City, County and State of New York. By its execution
hereof, the Company hereby consents and irrevocably submits to the in personam
jurisdiction of the federal and state courts located in the City, County and
State of New York and agrees that any process in any suit or proceeding
commenced in such courts under this Agreement may be served upon it personally
or by certified or registered mail, return receipt requested, or by Federal
Express or other courier service, with the same force and effect as if
personally served upon it in New York City (or in the city or county in which
such other court is located). The parties hereto each waive any claim that any
such jurisdiction is not a convenient forum for any such suit or proceeding and
any defense of lack of in personam jurisdiction with respect thereto.

         16. Invalidity of Provisions. If any provision of this Agreement is or
becomes invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein shall not be
affected thereby.

         17. Headings. The headings in this Agreement are for convenience of
reference only and shall not be deemed to alter or affect the meaning or
interpretation of any provisions hereof.

                                       10
<PAGE>

         IN WITNESS WHEREOF, the undersigned has executed this Agreement as of
the date first set forth above.


                                         Category 5 Technologies, Inc.


                                         HOLDER:


                                         By:_________________________________

                                         Print Name__________________________

                                         Position:___________________________



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