<PAGE>


                          REGISTRATION RIGHTS AGREEMENT


         THIS REGISTRATION RIGHTS AGREEMENT, dated March 8, 2000, is made by and
between U.S. INTERACTIVE, INC., a Delaware corporation (the "Company"), and the
stockholders of the Company listed on Schedule A hereto (the "Stockholders").

                                    RECITALS

         WHEREAS, concurrently with this execution of this Agreement, Soft Plus,
Inc., a California corporation ("Soft Plus"), has merged (the "Merger") with and
into First Acquisition Co., a Delaware corporation and a wholly owned subsidiary
of the Company ("Acquisition Co."), pursuant to an Agreement and Plan of Merger
dated February 1, 2000 (the "Merger Agreement"), among the Company, Acquisition
Co., Soft Plus and the stockholders of Soft Plus signatory thereto;

         WHEREAS, pursuant to the Merger, each of the Stockholders will receive
shares of the Company's common stock, $.001 par value (the "Common Stock"), in
the amounts set forth opposite the names of the Stockholders on Schedule A
hereto;

         WHEREAS, pursuant to Section 9.1 of the Merger Agreement, the Company
and the Stockholders are entering into this Agreement to provide certain
piggyback and S-3 registration rights to the Stockholders with respect to
certain of the shares of Common Stock to be received by such Stockholders
pursuant to the Merger, subject to the limitations and conditions set forth
herein.

         NOW, THEREFORE, in consideration of the foregoing premises and
intending to be legally bound, the parties hereby agree as follows:

1.       Definitions

         As used in this Agreement, the following terms shall have the meanings
set forth below, and the definitions shall be equally applicable to the singular
and the plural:

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         "Excluded Registration" shall mean (i) a registration in connection
with a merger, reorganization or exchange offer involving the issuance of the
Company's securities, including without limitation a registration on Form S-4 or
any successor form adopted by the SEC, or (ii) a registration in connection with
a stock option or stock purchase plan or other employee benefit plan of the
Company, including without limitation a registration pursuant to Form S-8 or any
successor form adopted by the SEC.

         "Insider Stockholder" shall mean any Stockholder designated as an
"Insider Stockholder" on Schedule A hereto.

         "Outside Stockholder" shall mean any Stockholder who is not an Insider
Stockholder or a Principal Stockholder.

<PAGE>

         "Principal Stockholder" shall mean any Stockholder designated as a
"Principal Stockholder" on Schedule A hereto.

         "Register", "registered", and "registration" refer to a registration
effected by preparing and filing a registration statement or similar document in
compliance with the Securities Act and the declaration or ordering of
effectiveness of such registration statement or document by the SEC.

         "Registrable Shares" shall have the meaning set forth in Section 2
hereof.

         "Securities Act" means the Securities Act of 1933, as amended.

         "SEC" means the Securities and Exchange Commission.

2.  Piggyback Registration Rights

    (a)  If the Company proposes to register any of its Common Stock under the
         Securities Act (other than an Excluded Registration) in connection with
         a firm underwritten public offering of such Common Stock at any time
         after the date hereof and prior to the second anniversary hereof (a
         "Post-Closing Offering"), then the Stockholders shall have the right,
         subject to the limitations and conditions set forth in this Agreement
         (including without limitation the underwriting requirements set forth
         in Section 6 hereof), to have the following shares of Common Stock
         owned by them (such Stockholder's "Registrable Shares") registered
         under such registration statement (the "piggyback registration
         rights"):

    (b)  In connection with the Company's first Post-Closing Offering, if any,
         after the date hereof and prior to the second anniversary hereof (the
         "First Post-Closing Offering"), each Outside Stockholder shall have
         piggyback registration rights with respect to thirty percent (30%) of
         the lesser of (i) the number of shares of Common Stock issued to such
         Outside Stockholder pursuant to the Merger as set forth on Schedule A
         hereto which are Registrable Shares, or (ii) the number of shares of
         Common Stock owned by such Outside Stockholder which are Registrable
         Shares on the date on which the Company files a registration statement
         in connection with such First Post-Closing Offering. No Stockholder
         other than the Outside Stockholders shall have piggyback registration
         rights in connection with a First Post-Closing Offering.

    (c)  In connection with the Company's second Post-Closing Offering, if any,
         after the date hereof and prior to the second anniversary hereof (the
         "Second Post-Closing Offering"), (a) each Stockholder (other than a
         Principal Stockholder) shall have piggyback registration rights with
         respect to thirty-five percent (35%) of the lesser of (i) the number of
         shares of Common Stock issued to such Stockholder pursuant to the
         Merger as set forth on Schedule A hereto, less any shares of Common
         Stock of such Stockholder registered in connection with the First
         Post-Closing Offering, which are Registrable Shares or (ii) the number
         of shares of Common Stock owned by such Stockholder which are
         Registrable Shares on the date on which the Company files a
         registration statement in connection with such Second Post-Closing
         Offering; and (b) each Principal Stockholder shall have piggyback
         registration rights with respect to fifteen percent (15%) of the lesser
         of (i) the number of shares of Common Stock issued to such Principal
         Stockholder pursuant to the Merger as set forth on Schedule A hereto,
         which are Registrable Securities, or (ii) the number of shares of
         Common Stock owned by such Principal Stockholder which are Registrable
         Securities on the date on which the Company files a registration
         statement in connection with such Second Post-Closing Offering.

                                       2
<PAGE>


    (d)  A share of Common Stock shall cease to be a Registrable Share when (i)
         a registration statement covering such share has been declared
         effective by the SEC and such share has been disposed of by a
         Stockholder pursuant to such effective registration statement, (ii)
         such share is held by the Company or one of its subsidiaries or
         otherwise ceases to be outstanding, or (iii) such share may be sold
         pursuant to paragraph (k) of Rule 144 of the SEC, if applicable.

    (e)  If the Company intends to undertake a First Post-Closing Offering or a
         Second Post-Closing Offering, the Company shall give written notice of
         such intention to each Stockholder owning Registrable Shares with
         respect to such Post-Closing Offering by registered or certified mail
         at least thirty (30) days prior to the filing of the registration
         statement for such Post-Closing Offering. If any such Stockholder
         desires to have some or all of his or her Registrable Shares included
         in such proposed registration statement, such Stockholder shall make a
         written request to the Company not more than twenty (20) days after the
         Stockholder's receipt of the notice from the Company. Upon receipt of
         timely notice from any such Stockholder, the Company shall afford such
         Stockholder the opportunity to have the Registrable Shares of such
         Stockholder registered under such registration statement, subject to
         the limitations and conditions set forth in this Agreement.

    (f)  Notwithstanding any provision in this Agreement, the Merger Agreement
         or any other agreement to the contrary: (i) the Company shall have no
         obligation whatsoever to attempt or undertake any Post-Closing
         Offering; (ii) the Company shall have the right at any time after it
         has given notice to any Stockholder of its intention to undertake a
         Post-Closing Offering, irrespective of whether such Stockholder has
         made a written request for inclusion of any of his or her Registrable
         Shares, to elect not to file any proposed registration statement or to
         withdraw the same after the filing but prior to the effective date
         thereof; and (iii) the Stockholders shall not have any piggyback
         registration rights with respect to any registration of the Company's
         securities other than in connection with a First Post-Closing Offering
         or a Second Post-Closing Offering.

                                       3
<PAGE>


3.  Form S-3 Registration

         On the sixth month anniversary after the Merger, or soon as reasonably
practicable thereafter, the Company shall effect a registration on Form S-3 of
all First Released Shares (as defined in the Merger Agreement) and any related
qualification or registration required for the offering and sale of such shares
under the securities or blue sky law of states to the extent required by Section
4(e) below. The Company will:

    (a)  effect such registration and all such qualifications and registrations
         as would permit or facilitate the sale and distribution of all First
         Released Shares, provided, however, that the Company shall not be
         obligated to effect any such registration, qualification or compliance,
         pursuant to this Section 3(a): (i) if Form S-3 is not available for
         such offering by the Holders; (ii) if the Company shall furnish to the
         Holders a certificate signed by the President of the Company stating
         that in the good faith judgment of the Board of Directors of the
         Company, it would be seriously detrimental to the Company and its
         stockholders for such Form S-3 Registration to be effected at such
         time, in which event the Company shall have the right to defer the
         filing of the Form S-3 registration statement for a period of not more
         than 120 days; provided, however, that the Company shall not utilize
         this right more than once in any twelve month period; and

    (b)  pay all costs (excluding any transfer taxes, fees and expenses of any
         Stockholder's counsel, and any underwriting discounts or selling
         commissions or other charges of any broker-dealer acting on behalf of
         any Stockholder), fees and expenses in connection with all registration
         statements filed pursuant to this Section 3 hereof, including without
         limitation the Company's legal and accounting fees and expenses,
         printing expenses and blue sky fees and expenses.

4.  Covenants of the Company with Respect to Registration


         In connection with any registration under Section 2 hereof, the Company
covenants and agrees as follows:

    (a)  The Company shall prepare and file with the SEC a registration
         statement with respect to the Registrable Shares and use its best
         efforts to cause such registration statement to become effective, and
         upon the request of the holders of a majority of the Registrable Shares
         registered thereunder, use its best efforts to cause any registration
         statement to keep such registration statement effective for up to one
         hundred twenty (120) days.

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

                                       4
<PAGE>


    (c)  The Company shall furnish the Stockholders such number of prospectuses
         and such other documents as they may reasonably request in order to
         facilitate the disposition of the Registrable Shares owned by them and
         all material correspondence with the SEC relating to such registration.

    (d)  The Company shall pay all costs (excluding any transfer taxes, fees and
         expenses of any Stockholder's counsel, and any underwriting discounts
         or selling commissions or other charges of any broker-dealer acting on
         behalf of any Stockholder), fees and expenses in connection with all
         registration statements filed pursuant to Section 2 hereof, including
         without limitation the Company's legal and accounting fees and
         expenses, printing expenses and blue sky fees and expenses.

    (e)  The Company will take all necessary action which may be required in
         connection with qualifying or registering the Registrable Shares
         included in a registration statement for offering and sale under the
         securities or blue sky laws of such states as reasonably are requested
         by the Stockholders, provided that the Company shall not be obligated
         to qualify as a foreign corporation to do business under the laws of
         any such jurisdiction.

    (f)  Use its best efforts to furnish, on the date that the registration
         statement with respect to any Registrable Shares becomes effective, (i)
         an opinion, dated such date, of the counsel representing the Company
         for the purposes of such registration, in form and substance as is
         customarily given to underwriters in an underwritten public offering,
         addressed to the underwriters, if any, and to the Stockholders
         requesting registration of Registrable Shares and (ii) a letter dated
         such date, from the independent certified public accountants of the
         Company, in form and substance as is customarily given by independent
         certified public accountants to underwriters in an underwritten public
         offering, addressed to the underwriters, if any, and to the
         Stockholders requesting registration of Registrable Shares.

    (g)  The Company shall notify each Stockholder owning Registrable Shares
         covered by such registration statement at any time when a prospectus
         relating thereto is required to be delivered under the Securities Act
         of the happening of any event as a result of which the prospectus
         included in such registration statement, as then in effect, includes an
         untrue statement of a material fact or omits to state a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading in the light of the circumstances then existing.

5.  Obligations of the Stockholders

    (a)  It shall be a condition precedent to the obligations of the Company to
         take any action pursuant to this Agreement with respect to the
         Registrable Shares of any Stockholder that such Stockholder shall
         furnish to the Company such information regarding him, her or itself,
         the Registrable Shares held by him, her or it, and the intended method
         of disposition of such Registrable Shares as shall be requested by the
         Company to effect the registration of such Registrable Shares.

    (b)  No Stockholder shall have any right to obtain or seek an injunction
         restraining or otherwise delaying any registration or offering of the
         Company's securities as the result of any controversy that might arise
         with respect to the interpretation or implementation of this Agreement.

                                       5
<PAGE>
6.  Underwriting Requirements

         Notwithstanding any provision in this Agreement to the contrary, the
Company shall not be required to include the Registrable Shares of any
Stockholder in any underwriting unless such Stockholder accepts the terms of the
underwriting as agreed upon between the Company and the underwriters selected by
it (or by other persons entitled to select the underwriters), and then only in
such quantity as the underwriters determine in their sole discretion would not
be reasonably likely to jeopardize the success of the offering by the Company.
If the total amount of shares, including the Registrable Shares, requested by
the Company's stockholders to be included in such offering exceeds the amount of
shares that the underwriters determine in their sole discretion is compatible
with the success of the offering, then the Company shall be required to include
in the offering only that number of such shares, including Registrable Shares,
if any, which the underwriters determine in their sole discretion would not be
reasonably likely to jeopardize the success of the offering. Any reduction with
respect to a selling Stockholder shall be pro-rata with all other selling
Stockholders based upon the aggregate amount of Registrable Shares requested to
be included in such registration owned by all selling Stockholders.

7.  Indemnification Rights

    (a)  The Company shall indemnify each  Stockholder and each person,  if any,
         who controls any such Stockholder within the meaning of Section 15 of
         the Securities Act or Section 20(a) of the Exchange Act, against all
         loss, claim, damage, expense or liability (including all expenses
         reasonably incurred in investigating, preparing or defending against
         any claim whatsoever) to which any of them may become subject under the
         Securities Act, the Exchange Act or any other statute, common law or
         otherwise, arising out of or based upon any untrue statement or alleged
         untrue statement of a material fact contained (x) in such registration
         statement (as from time to time amended and supplemented); (y) in any
         post effective amendment or amendments or (z) in any application or
         other document or written communication (in this Section 7 collectively
         referred to herein as an "application") executed by the Company or
         based upon written information furnished by the Company filed in any
         jurisdiction in order to qualify the Registrable Shares under the
         securities laws thereof or filed with the SEC, any state securities
         commission or agency, the National Association of Securities Dealers,
         Inc., the Nasdaq Stock Market or any securities exchange, or the
         omission or alleged omission therefrom of a material fact required to
         be stated therein or necessary to make the statements contained therein
         not misleading, unless such statement or omission was made in reliance
         upon and in conformity with written information furnished to the
         Company by a Stockholder expressly for use in such registration
         statement, any amendment or supplement thereto or any application, as
         the case may be. If any action is brought against any Stockholder or
         any controlling person of such Stockholder in respect of which
         indemnity may be sought against the Company pursuant to this Section
         7(a), such Stockholder or such controlling person shall, within sixty

                                       6

<PAGE>

         (60) days after the receipt of a summons or complaint, notify the
         Company in writing of the institution of such action and the Company
         shall assume the defense of such action, including the employment and
         payment of fees and expenses of counsel, but the failure to give such
         notice shall not affect such indemnified person's right to
         indemnification hereunder except to the extent that the Company's
         defense of such action was materially adversely affected thereby. Such
         Stockholder or such controlling person shall have the right to employ
         its or their own counsel in any such case, but the fees and expenses of
         such counsel shall be at the expense of such Stockholder or such
         controlling person unless the employment of such counsel shall have
         been authorized in writing by the Company in connection with the
         defense of such action, or the Company shall not have employed counsel
         to have charge of the defense of such action or such indemnified party
         or parties shall have reasonably concluded that there may be defenses
         available to it or them which are different from or additional to those
         available to the Company (in which case the Company shall not have the
         right to direct the defense of such action on behalf of the indemnified
         party or parties), in any of which events the fees and expenses for all
         of such Stockholder and/or such controlling person shall be borne by
         the Company. Except as expressly provided in the previous sentence, in
         the event that the Company shall have assumed the defense of any such
         action or claim, the Company shall not thereafter be liable to such
         Stockholder or such controlling person in investigating, preparing or
         defending any such action or claim. The Company agrees to notify within
         sixty (60) days a Stockholder of the commencement of any litigation or
         proceedings against the Company or any of its officers, directors or
         controlling persons in connection with the offering and sale of the
         Registrable Shares or in connection with such registration statement.
         The Company further agrees that upon demand by an indemnified person,
         at any time or from time to time, it will promptly reimburse such
         indemnified person for any loss, claim, damage, liability, cost or
         expense actually and reasonably paid by the indemnified person as to
         which the Company has indemnified such person pursuant hereto.
         Notwithstanding the foregoing provisions of this Section 7, any such
         payment or reimbursement by the Company of fees, expenses or
         disbursements incurred by an indemnified person in any proceeding in
         which a final judgment by a court of competent jurisdiction (after all
         appeals or the expiration of time to appeal) is entered against a
         Stockholder or such indemnified person as a direct result of a
         Stockholder or such person's gross negligence or willful misfeasance
         will be promptly repaid to the Company.

                                       7
<PAGE>


    (b)  Each selling Stockholder shall indemnify the Company, its officers and
         directors and each other stockholder registering shares in such
         registration statement and each person, if any, who controls the
         Company or any such stockholder within the meaning of Section 15 of the
         Securities Act or Section 20(a) of the Exchange Act, against all loss,
         claim, damage, expense or liability (including all expenses reasonably
         incurred in investigating, preparing or defending against any claim
         whatsoever) to which they may become subject under the Securities Act,
         the Exchange Act or any other statute, common law or otherwise, arising
         from written information furnished by or on behalf of such Stockholder,
         expressly for use in such registration statement. Each selling
         Stockholder further agrees that upon demand by an indemnified person,
         at any time or from time to time, such selling Shareholder will
         promptly reimburse such indemnified person for any loss, claim, damage,
         liability, cost or expense actually and reasonably paid by the
         indemnified person as to which the Stockholder have indemnified such
         person pursuant hereto. Notwithstanding the foregoing provisions of
         this Section 7(b), any such payment or reimbursement by the selling
         Stockholder of fees, expenses or disbursements incurred by an
         indemnified person in any proceeding in which a final judgment by a
         court of competent jurisdiction (after all appeals or the expiration of
         time to appeal) is entered against the Company or such indemnified
         person as a direct result of the Company or such person's gross
         negligence or willful misfeasance will be promptly repaid to the
         selling Stockholder.

    (c)  If the indemnification provided in this Section 7 is held by a court of
         competent jurisdiction to be unavailable to an indemnified party with
         respect to any loss, liability, claim, damage, or expense referred to
         therein, then the indemnifying party, in lieu of indemnifying such
         indemnified party hereunder, shall contribute to the amount paid or
         payable by such indemnified party as a result of such loss, liability,
         claim, damage, or expense in such proportion as is appropriate to
         reflect the relative fault of the indemnifying party on the one hand
         and of the indemnified party on the other in connection with the
         statements or omissions that resulted in such loss, liability, claim,
         damage, or expense as well an any other relevant equitable
         consideration. The relative fault of the indemnifying party and of the
         indemnified party shall be determined by reference to, among other
         things, whether the untrue or alleged untrue statement of a material
         fact or the omission or alleged omission to state a material fact
         relates to information supplied by the indemnifying party or by the
         indemnified party and the parties' relative intent, knowledge, access
         to information, and opportunity to correct or prevent such statement or
         omission. In no event shall a person or entity guilty of fraudulent
         misrepresentation (within the meaning of Section 11(f) of the Act) be
         entitled to contribution from any person or entity who was not guilty
         of fraudulent misrepresentation. Notwithstanding the foregoing, in no
         event shall any contribution by a Stockholder exceed the net proceeds
         from the offering received by such Stockholder, except in the case of
         willful fraud by such Holder.

                                       8
<PAGE>


    (d)  Notwithstanding the foregoing, to the extent that the provisions on
         indemnification and contribution contained in the underwriting
         agreement entered into in connection with the underwritten public
         offering are in conflict with the foregoing provisions, the provisions
         in the underwriting agreement shall control.

    (e)  The obligations of the Company and Stockholders under this Section 7
         shall survive the completion of any offering of Registrable Shares in a
         registration statement under this Agreement.

8.  General Provisions

    (a)  Neither this Agreement nor any provisions hereof shall be modified,
         discharged or terminated except by an instrument in writing signed by
         the party against whom any waiver, change, discharge or termination is
         sought.

    (b)  Any notice, demand or other communication which any party hereto may be
         required, or may elect, to give to anyone interested hereunder shall be
         sufficiently given if: (a) deposited, postage prepaid, in a United
         States mail letter box, registered or certified mail, return receipt
         requested, addressed to such address as set forth next on Schedule A
         hereto, or (b) delivered personally at such address.

    (c)  This Agreement may be executed through the use of separate signature
         pages or in any number of counterparts, and each of such counterparts
         shall, for all purposes, constitute one agreement binding on all
         parties, notwithstanding that all parties are not signatories to the
         same counterpart.

    (d)  Except as otherwise provided herein, this Agreement shall be binding
         upon and inure to the benefit of the parties and their heirs,
         executors, administrators, successors, legal representatives and
         assigns.

    (e)  This Agreement and the documents referenced herein contain the entire
         agreement of the parties and there are no representations, covenants or
         other agreements except as stated or referred to herein and therein.

    (f)  This Agreement and the rights of the Stockholders hereunder shall not
         be transferable or assignable by any Stockholder.

    (g)  This Agreement shall be governed by and construed in accordance with
         the laws of the State of Delaware, without giving effect to the
         conflicts of law principles thereof.

    (h)  The use herein of the masculine pronouns "him" or "his" or similar
         terms shall be deemed to include the feminine and neuter genders as
         well and the use herein of the singular pronoun shall be deemed to
         include the plural as well.

                                       9

<PAGE>

         IN WITNESS WHEREOF, each party, intending to be legally bound, has
caused this Agreement to be executed on its behalf by an officer thereunto duly
authorized, all as of the date first set forth above.

                                    U.S. INTERACTIVE, INC.


                                    By:____________________________________
                                    Name:__________________________________
                                    Title:_________________________________



                                    STOCKHOLDERS:

                                    _______________________________________

                                    _______________________________________

                                    _______________________________________

                                    _______________________________________











                                       10


<PAGE>



                                   SCHEDULE A
<TABLE>
<CAPTION>

Stockholder         Stockholder Status           Shares of Common Stock           Stockholder Address
-----------         ------------------           ----------------------           -------------------
<S>                 <C>                         <C>                               <C>



</TABLE>


                                       11