Exhibit 10.16  Standard Rainbow Communicationns, Inc. Client Contract
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Exhibit 10.16  Standard Rainbow Communicationns, Inc. Client Contract



                                       RAINBOW COMMUNICATIONS, INC. AGREEMENT


          This RAINBOW COMMUNICATIONS, INC. (the "Agreement") is entered into on
this ___ day of_________, 19__, between Rainbow Communications,  Inc., a Florida
corporation ("RCI"), and  ______________________,  a _______________ corporation
("Client").

          Whereas,   RCI  is  in  the  business  of  planning,   developing  and
implementing  advertising,  marketing and promotional campaigns for corporations
and other business entities ("Advertising and Promotional Services");

          Whereas,  the Client desires to retain RCI to provide the  Advertising
and  Promotional  Services,  and RCI  desires to provide  such  Advertising  and
Promotional Services to Client, pursuant to the terms, conditions and provisions
contained in this Agreement;

          Now,  therefore,  in  consideration  of the mutual promises  contained
herein and other good and valuable  consideration the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:

          1.   Advertising  and  Promotional   Services.   Subject  to  Client's
compliance  with  each of the  representations,  warranties  and  covenants  and
agreements made by Client in this Agreement, RCI agrees to provide to Client the
Advertising and Promotional  Services  identified on Exhibit A which is attached
hereto and incorporated  herein by reference,  for the period  commencing on the
latter of (the  "Effective  Date") the date that this  Agreement is executed and
delivered by Client or the date that RCI receives  payment of its fees as herein
provided  and expiring on the 365th day  following  the  effective  date of this
Agreement (the "Term").

         2.       Obligations  and  Responsibilities  of Client.  As of the date
hereof and during the Term of this  Agreement,  Client agrees as follows.

                  1.       Representation and Warranties.

          Client represents and warrants to RCI that:

                          (1)       Organization.  Client is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
its  incorporation  and  it is  duly  qualified  to  do  business  as a  foreign
corporation in each  jurisdiction in which it owns or leases property or engages
in business.

                          (2)       Formal Action.  Client has the corporate
power and authority to execute and deliver this Agreement and to perform each of
its obligations  hereunder and this Agreement has been duly approved by Client's
Board of Directors.

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                           (3)      Valid and Binding  Agreement.  This
Agreement  has been duly  executed and  delivered by Client and is the valid and
binding  obligation  of Client  enforceable  against it in  accordance  with its
terms.

                           (4)      No Violation.  The  execution,  delivery and
performance  of this  Agreement  does not and will not violate any provisions of
the charter or bylaws of Client or any  agreement  to which Client is a party or
any applicable law or regulation or order or decree of any court,  arbitrator or
agency of  government  and no action of, or filing  with,  any  governmental  or
public body or authority is required in connection with the execution,  delivery
or performance of this Agreement.

                           (5)      Litigation.  No action, suit or proceeding
is pending  against or affecting the Client or any of its properties  before any
court,  arbitrator or governmental body or administrative agency and none of the
persons  owning  beneficially  or of  record  more  than 10% of the  outstanding
capital  stock of the Client or any of the  directors or officers of Client is a
party to any  action,  suit or  proceeding  before any  federal or state  court,
arbitrator or  governmental  body or  administrative  agency (other than routine
traffic  violations) and no such person has been a party to any such proceedings
for more than the past five years.

                           (6)      Accuracy of  Information.  The  information
furnished  by Client to RCI  regarding  the  business,
operations,  financial condition, including financial statements, business plans
and  biographical  information  regarding  the Client's  directors  and officers
(collectively referred to as the "Information Package") is complete and accurate
in all material respects and does not contain any untrue statement of a material
fact or omit to state  any  material  fact  required  to be  stated  therein  or
necessary in order to make the statements therein, in light of the circumstances
under which they were made not misleading.

          2.      Covenants and Agreements.

                  Client  covenants  and  agrees  to comply  with the  following
covenants:

                           (1)      Client Certification.  Client acknowledges
that it is  responsible  for the accuracy and  completeness  of the  Information
Package and for all other information  furnished to RCI and for the accuracy and
completeness of the contents of all materials  prepared by RCI for and on behalf
of Client.  The Client hereby  designates  the  individuals  listed on Exhibit B
attached  hereto and  incorporated  herein by reference  as the duly  authorized
representatives  of Client for purposes of certifying to RCI the accuracy of all
documents,  advertisements or other materials  prepared by RCI for and on behalf
of Client. The Client agrees to promptly advise RCI in writing of any condition,
event,  circumstance or act that would  constitute a material  adverse change in
the  business,  properties,  financial  condition  or business  prospects of the
Client or which would make any of the  information  contained in the Information
Package or in any report,  advertorial or other document prepared by RCI for and
on behalf of Client misleading in any material respect.

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         Client hereby agrees that RCI and its directors,  officers,  agents and
employees  may rely on the  Information  Package  and on all  other  information
furnished  by  Client,  and on  each  and  every  certification  provided  by an
authorized  representative  of  Client,  until RCI is  advised  in writing by an
authorized representative of Client that the information previously furnished to
RCI is inaccurate or incomplete  in any material  respect.  Client  acknowledges
that RCI shall have no obligation  to provide  services  hereunder  until it has
received a written  certificate from an authorized  representative  of Client as
follows:  RCI shall prepare proofs and/or tapes of the agreed upon materials and
information, as set for dissemination,  for the Client's review and approval and
Client shall sign and return such materials  marking all corrections and changes
that the Client believes  appropriate.  Client  acknowledges  that RCI will make
oral representations based on the information furnished hereunder and the Client
authorizes such representations.

                           (2)      Books and Records. Client shall maintain
true and complete books,  records and accounts in which true and correct entries
shall  be  made  of its  transactions  in  accordance  with  generally  accepted
accounting principles consistently applied ("GAAP").

                           (3)      Financial and Other Information. Client
agrees to furnish to RCI the following information:

                                    (i)     Annual Financial Statements. As soon
as practicable,  and in any event within 90 days after the close of the Client's
fiscal year,  annual financial  statements  including a balance sheet, an income
statement,  a statement of cash flows, and a statement of stockholder's  equity,
and all  notes  thereto  prepared  in  accordance  with GAAP and  audited  by an
independent certified public accountant.

                                    (ii)    Quarterly Financial Statements. As
soon as  practicable,  and in any  event  within  45 days  after the end of each
fiscal quarter,  quarterly  financial  statements,  including a balance sheet, a
quarterly and year-to-date  income  statement,  a statement of cash flows, and a
statement of  stockholder's  equity,  prepared by Client in accordance with GAAP
and  certified by the chief  financial  officer of Client as fairly  presenting,
subject to normal year-end audit adjustments, the Client's financial position as
of and for the periods indicated.

                           (4)      RCI Reliance on Client's Full Disclosure.
Client will  provide,  or cause to be provided,  to RCI all  financial and other
information  requested by RCI for the purpose of rendering its services pursuant
to this  Agreement.  Client  recognizes  and  confirms  that  RCI  will use such
information in performing the services  contemplated  by this Agreement  without
independently  verifying  such  information  and that RCI  does not  assume  any
responsibility for the accuracy or completeness of such information. The persons
executing this Agreement on behalf of Client certify that there is no fact known
to them which materially adversely affects or may (so far as the Client's senior
management can no reasonably foresee) materially  adversely affect the business,
properties,   condition   (financial  or  other)  or   operations   (present  or
prospective)  of the  Client  which  has not been  set  forth  in  written  form
delivered by Client to RCI. The persons

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executing this Agreement on behalf of Client agree to keep RCI promptly informed
of any facts hereafter know to Client which materially  adversely affects or may
(so far as the Client's senior management can now reasonably foresee) materially
adversely  affect the business,  properties,  condition  (financial or other) or
operations (present or prospective) of Client.

                           (5)      Legal  Representation.  Client  acknowledges
and  agrees  that it has been  and will  continue  to be,  represented  by legal
counsel  experienced  in corporate and securities  laws and Client  acknowledges
that it has been  advised as to the  obligations  imposed on it pursuant to such
laws and understands that it will have the obligation and  responsibility to see
that all such  laws  are  complied  with at all  times  during  the Term of this
Agreement.

         3.  Compensation.  In  consideration of the Advertising and Promotional
Services to be performed by RCI  hereunder,  Client  hereby agrees to compensate
RCI in the  manner and in the amount  specified  in Exhibit C which is  attached
hereto  and  incorporated  herein  by  reference  thereto.  In  addition  to the
compensation  to be paid to RCI as provided in Exhibit C, Client shall reimburse
RCI  promptly  after a  written  request  therefor  accompanied  by  appropriate
documentation,  for all reasonable  out-of-pocket expenses (including reasonable
fees and  disbursements  of RCI's counsel,  if any) incurred in connection  with
providing services hereunder or to the extent provided in Exhibit C.

         4.  Indemnity.  Client  acknowledges  that  it is  responsible  for the
accuracy of the Information  Package and all other  information  provided to RCI
and for the  contents  of all  materials,  advertorials  and  other  information
prepared by RCI for an on behalf of Client as provided  herein and Client agrees
to indemnify RCI in accordance with the  Indemnification  Agreement set forth in
Exhibit D, which is attached hereto and incorporated herein by reference.

         5.  Relationship  of the  Parties.  This  Agreement  provides  for  the
providing of marketing,  promotional and  advertising  services by RCI to Client
and the provisions herein for compliance with financial  covenants,  delivery of
financial statements, and similar provisions are intended solely for the benefit
of RCI to provide it with information on which it may rely in providing services
hereunder  and  nothing  contained  in this  Agreement  shall  be  construed  as
permitting  or  obligating  RCI to act as a  financial  or  business  advisor or
consultant to Client,  as permitting or  obligating  RCI to  participate  in the
management  of  client's  business,   as  creating  or  imposing  any  fiduciary
obligation  on the  part of RCI  with  respect  to the  provisions  of  services
hereunder and RCI shall have no such duty or obligation to client,  as providing
or  counseling  Client as to the  compliance by Client with any federal or state
securities or other laws effecting the services to be provided hereunder,  or as
creating any joint venture,  agency, or other  relationship  between the parties
other than as explicitly and specifically  stated in this Agreement.  The Client
acknowledges that it has had the opportunity to obtain the advice of experienced
counsel of its own choosing in connection  with the negotiation and execution of
this  Agreement,  the  provision of services  hereunder  and with respect to all
matters  contained  herein,  including,  without  limitation,  the provisions of
Section 4 hereof.

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         6. Survival of Certain Provisions.  The Client's obligations to pay the
fees and expenses of RCI pursuant to Section 3 of this  Agreement  and to comply
with the indemnification provisions pursuant to Section 4 shall remain operative
and in full force and effect regardless of any termination of this Agreement and
shall be binding  upon,  and shall inure to the benefit of, RCI and, in the case
of the indemnity agreement, the persons, agents, employees,  officers, directors
and controlling persons referred to in the Indemnification  Agreement, and their
respective  successors and assigns and heirs,  and no other person shall acquire
or have any right  under or by virtue of this  Agreement.  All  amounts  paid or
required  to be paid  under  Sections 3 and 4 of this  Agreement  shall be fully
earned on the Effective Date of this Agreement notwithstanding prior termination
of this Agreement.

         7.  Termination.  RCI  shall  have the  right in its sole and  absolute
discretion  to terminate its  obligations  hereunder  and to  immediately  cease
providing  Advertising  and Promotional  Services  pursuant to this Agreement if
RCI,  in  the  exercise  of  its   reasonable   judgment,   believes   that  the
representations  and warranties  made by Client  hereunder are inaccurate in any
material  respect or if Client  breaches  any of its  covenants  and  agreements
contained   herein  or  if  any   federal  or  state   governmental   agency  or
instrumentality institutes an investigation or suit against Client or pertaining
to the services hereunder.

         8. Non-Solicitation  Covenant.  Client agrees that it will not directly
or indirectly during the term of this Agreement or for three years following the
termination   or   expiration  of  this   Agreement,   either   voluntarily   or
involuntarily,  for any reason whatsoever, recruit or hire or attempt to recruit
or hire any  employee of RCI or of any of its  affiliates  or  subsidiaries,  or
otherwise  induce any such employees to leave the employment of RCI or of any of
its  affiliates  or  subsidiaries  or to become an employee of or  otherwise  be
associated  with  Client  or any  affiliate  or  subsidiary  of  Client.  Client
acknowledges  that RCI and its  affiliates  and  subsidiaries  have  invested  a
significant  amount of time,  energy  and  expertise  in the  training  of their
employees to be able to provide Advertising and Promotional  Services and Client
therefore  agrees that this covenant is reasonable and agrees that the breach of
such covenant is very likely to result in  irreparable  injury to RCI,  which is
unlikely to be adequately compensated by damages. Accordingly, in the event of a
breach or  threatened  breach by Client of this Section 8, RCI shall be entitled
to an injunction restraining Client and any affiliate, subsidiary or director or
officer thereof from recruiting,  or hiring or attempting to recruit or hire any
employee of RCI or of any affiliate or subsidiary of Rd. Nothing herein shall be
construed as prohibiting  RCI from pursuing any other remedies  available to RCI
for such breach or threatened breach, including recovery of damages from Client.
The  undertakings  herein shall survive the  termination or  cancellation of the
Agreement for three years.

          9.      Miscellaneous.
                  A. Governing Law. This Agreement shall be governed by the laws
   of the State of Florida applicable to contracts executed and performed in the
   Circuit Court,  Orange County, in the State of Florida (without regard to the
   principles of conflicts of laws).

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                  B. Entire  Agreement.  This Agreement and the Exhibits  hereto
embody the entire  agreement of the parties with respect to its subject  matter.
There are no restrictions, promises, representations,  warranties, covenants, or
undertakings  other than those  expressly set forth or referred to herein.  This
Agreement supersedes all prior agreements and understandings between the parties
with respect to its subject matter.

                  C.       Amendments to be in Writing. This Agreement may be
amended only in a writing signed by all of the parties.

                  D. No Waivers by Course of Dealing; Limited Effect of Waivers.
No waiver shall be effective  against any party unless it is in a writing signed
by  that  party.  No  course  of  dealing  and no  delay  on the  part of RCI in
exercising  its rights  shall  operate  as a waiver of that  right or  otherwise
prejudice  RCI.  RCI's  failure  to insist  upon the strict  performance  of any
provision of this  Agreement,  or to exercise  any right or remedy  available to
RCI, shall not constitute a waiver by RCI of such provision.  No specific waiver
by RCI of any specific  breach of any provision of this Agreement  shall operate
as a general  waiver of the  provision or of any other breach of the  provision.
Client shall have no right to cure any breach  except as  specifically  provided
herein.

                  E.       Counterparts.  This  Agreement  may be executed in
multiple  counterparts,  each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

                  F.  Cumulation of Rights and  Remedies.  No right or remedy of
RCI under this  Agreement  is intended to preclude any other right or remedy and
every right and remedy  shall  coexist  with every other right and remedy now or
hereafter existing, whether by contract, at law, or in equity.

                  G.  Successors and Assigns.  This Agreement shall inure to the
benefit of and be binding  upon the parties and their  successors  and  assigns.
Client  shall not have any right to assign any of its rights or delegate  any of
its  obligations or  responsibilities  under this Agreement  except as expressly
stated herein.

                  H. Payment of Fees and Expenses on Enforcing Agreement. In the
event of any  dispute  between  the  parties  arising  out of or related to this
Agreement or the interpretation  thereof, at the trial level or appellate level,
the prevailing party shall be entitled to recover from the non-prevailing  party
all costs and expenses,  including  reasonable fees and disbursements of counsel
which may be incurred in connection with such  proceeding,  without  limitation,
including any costs and expenses of experts,  witnesses,  depositions  and other
costs.

                  I.       Notices. Any notice or other communication  required
or permitted to be given hereunder shall be in writing, and shall be delivered
to the parties at the  addresses  set forth below (or to such other  addresses
as the parties may specify by due notice to the others). Notices

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or other  communications  shall be effective  when  received at the  recipient's
location (or when delivered to that location if receipt is refused).  Notices or
other communications given by facsimile  transmission shall be presumed received
at the time indicated in the recipient's  automatic  acknowledgment.  Notices or
other  communications  given by Federal  Express or other  recognized  overnight
courier  service  shall be presumed  received  on the  following  business  day.
Notices  or  other  communications  given  by  certified  mail,  return  receipt
requested, postage prepaid, shall be presumed received 3 business days after the
date of mailing.

                           Client:




                                      Attn:

                                      Fax:

                           with a copy to:




                                      Attn:

                                      Fax:

                           Company: Rainbow Communications, Inc.
                                            1947 Lee Road
                                            Winter Park, FL 32789


                                            Attn:    Kevin Price, President
                                            Fax:     (407) 628-0807


                  J.       Headings.  The headings in this Agreement are
intended  solely for  convenience of reference.  They shall be given no effect
in the construction or interpretation of this Agreement.
                  K.       Severability.  The invalidity or  unenforceability
of any provision of this Agreement  shall not impair the validity or
enforceability of any other provision.

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         In Witness Whereof,  the parties have executed this Agreement as of the
date first above written.

Attest:                                 Client:



By:      ___________________________    By:      ___________________________
         Secretary                                , President

[Corporate Seal]





Attest:                             Company: Rainbow Communications, Inc. Group



By:      ___________________________      By:      ___________________________
         Secretary                                 Kevin Price, President

[Corporate Seal]





RCI\pub-rel

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                                    EXHIBIT A

                      Advertising and Promotional Services

The services to be provided are as follows:

         A.  Growth  Industry  Report  --  A  minimum  of  four-page,  two-color
         follow-up mail pieces designed for additional  informational  purposes,
         that is mailed to respondents,  in addition to those brokers requesting
         said  information.  A total of 10,000 will be printed to satisfy  RCI's
         responsibility  to the Client.  Any additional  Growth Industry Reports
         needed or requested by the Client will be at the Client's expense.

         B. The Lead  Distribution  Program -- RCI will contact retail  brokers,
         market makers and/or money managers and will arrange a meeting  between
         representative  of the Client and  interested  retail  brokers,  market
         makers, and money managers, which will include a show and tell from the
         top  management of the "Client" in  disseminating  information to these
         interested  parties.  The  aforementioned may be accomplished by a Road
         Show.

         This process will begin  immediately  upon RCI receiving the payment as
stipulated in Exhibit "C".

         C.       Other Advertising and Promotional Services.

                  1.       Public  relations  exposure  to  newsletter  writers,
                           trade and financial publications. The Client shall be
                           totally  responsible  for all travel expenses for the
                           purpose of due  diligence  of the Client by financial
                           newsletter  writers and/or  brokers.  The Client will
                           have total  pre-approval  rights on these trips. Road
                           Show(s) --  Locations to be  determined.  Client will
                           cover all expenses of Road Show(s).  Client will have
                           prior  approval  of  those  expenses.   RCI  will  be
                           responsible  for RCI's own travel expenses to support
                           the show

                 2.        Preparation  of a Broker  Bullet  Sheet to be sent to
                           every broker who indicates an interest in the Client.

                 3.        Lead  Tracking  Summary  maintained  for all response
                           leads generated and provided to the "Client" monthly.

                 4.        Press  releases  -- Up to four (4) press  releases --
                           the first Press Release shall  announce the hiring of
                           RCI  by  the  "Client";  with  three  Press  Releases
                           remaining  which may be extended at the option of the
                           "Client",  at the  Client's  expense,  at a  rate  of
                           $1,000.00 per Press Release. Should the

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                           Client chose to publish their own Press Release,  RCI
                           shall be mentioned as the Client's  Public  Relations
                           firm.

                 5.        RCI will  distribute  at its  cost the due  diligence
                           packages to all inquiring  brokers  only.  The Client
                           shall  supply  the   necessary   materials  for  this
                           package,  if  an  Arrow  Marketing  Contract  is  not
                           entered  into.  In  the  event  an  Arrow   Marketing
                           Contract is not entered into, the Client will provide
                           RCI with 300 packages or in the alternative provide a
                           master to RCI and RCI will then charge the Client for
                           the cost of reproduction.

                 6.        RCI  targets  a minimum  of 3%  return  of  qualified
                           investor leads specifically generated for the Client.

         D.       Performance By Client.

1. Client is required to do a Standard & Poor's listing at the Client's expense.

2. Client is required to provide RCI with all S& P listings on their  attorney's
stationary.

3. Client will provide its  shareholder's  with audited  financials  on a yearly
basis and unaudited financials on a quarterly basis.

4. Client agrees to send RCI, DTC sheets on a weekly basis.

5.  Client  agrees  to  provide  RCI  with a  complete  shareholders  list  on a
semiannual basis.

6.   Client  will use its  reasonable  best  efforts to  register or qualify any
     shares of common stock of Client under the  securities  or blue sky laws of
     such jurisdictions as any broker or market maker may reasonably request and
     do any and all other acts and things which may be  reasonably  necessary or
     advisable  to  enable  such  broker  or  market  maker  to  consummate  the
     disposition  in such  jurisdictions  of shares of common  stock of  Client,
     provided  that the Client will not be required to (1) qualify  generally to
     do business in any jurisdiction where it would not otherwise be required to
     qualify but for this Section and (2) subject itself to taxation in any such
     jurisdiction  or (3)  consent  to  general  service  of process in any such
     jurisdiction.




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         The parties  hereto by signing this Exhibit in the space provided below
signify  their  agreement  regarding the service to be provided by RCI under the
Agreement.

                                 Client:

                                 By:  ____________________
                                          ,President

                                 Company: Rainbow Communications, Inc.

                                 By:   ___________________
                                        Kevin Price, President


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                                    EXHIBIT B

          Client hereby designates the following person or persons to act on its
behalf for the purposes set forth in Section 2.B.(1) of the Agreement.

-------------------------------             -------------------------------
DIRECTOR (PLEASE SIGN)                      DIRECTOR (PLEASE PRINT)



-------------------------------             -------------------------------
PRESIDENT (PLEASE SIGN)                     PRESIDENT (PLEASE PRINT)



-------------------------------             -------------------------------
VICE PRESIDENT (PLEASE SIGN)                VICE PRESIDENT (PLEASE PRINT)



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                                    EXHIBIT C

                                  COMPENSATION

         1. Client  agrees to issue to RCI  __________  Dollars ($  _________ in
cash on execution  and delivery of the  Agreement or, at the option of Client to
issue  RCI  ______  shares  of  freely  tradable  Common  Stock in  Client  (the
"Shares"),  which  Shares  shall  be duly and  validly  issued,  fully  paid and
nonassessable  and shall not be issued in violation of any  preemptive  right of
any  stockholders  of client.  The Shares shall be issued in compliance with the
exemption from the registration  requirements of the Securities Act of 1933 (the
"Act")  provided by Section 4(2) of the Act and/or  pursuant to Rules 505 or 506
of the General Rules and Regulation under the Securities Act of 1933.

         2. If compensation is paid in shares, concurrently with the issuance of
the Shares,  Client will execute and deliver the  Registration  Rights Agreement
attached  hereto as Exhibit F under  which the  Client  agrees to  register  the
Shares for sale in  compliance  with the Act as therein  provided  and to comply
with all  conditions  necessary  or  required  to enable  the  Shares to be sold
pursuant to Rule 144 of the General Rules and  Regulation  under the  Securities
Act of 1933.

         3. Should the Company  affect payment of this contract by the tender of
free-trading  Client shares  belonging to  individuals,  the Client  assures and
guarantees  RCI that the Client will not  reimburse the  individuals  for shares
given RCI.

         4. The  Shares,  if any,  to be  issued to RCI  shall be  approved  for
issuance in accordance  with the rules and  regulations of any stock exchange on
which the  Shares  are  listed  for  trading  or by the NASDAQ if the shares are
listed  for  trading  thereon  and  shall  be  issued  in  compliance  with  all
appropriate federal or state governmental rules and regulations.

         5. Client  acknowledges  that the consideration to be paid to RCI shall
be fully  earned on the date that RCI  commences  providing  services  under the
Agreement  regardless  of whether the Agreement is terminated as provided in the
Agreement prior to completion of all services.

         6. Client agrees to pay or reimburse  RCI for all expenses  arising out
of or related to the  provision  of services by RCI under the  Agreement  to the
extent provided in the Agreement and/or in Exhibit A thereto.

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7.        "Options"  means  the  Options  issuable,  in  certain  circumstances,
          pursuant to the Agreement which are exercisable for Common Stock.

Client shall issue options to RCI as outlines below.

Amount    Price   Duration

______ shares at  $___         One (1) year from the date of this Agreement
______ shares at  $___         Two (2) years from the date of this Agreement
______ shares at  $___         Three (3) years from the date of this Agreement
______ shares at  $___         Four (4) years from the date of this Agreement
______ shares at  $___         Five (5) years from the date of this Agreement




         The parties  hereto by signing this Exhibit in the space provided below
signify their agreement to the compensation provisions contained herein.

                                     Client:

                                       By:  ____________________
                                                ,President

                                       Company: Rainbow Communications, Inc.

                                       By:   ___________________
                                            Kevin Price, President
                                                                               6

                                                                        Initials

<PAGE>

                                    EXHIBIT D

         Client acknowledges and agrees that if, in connection with the services
or matters that are the subject of or arise out of such  Agreement,  RCI becomes
involved  (whether  or not as a named  party)  in any  action,  claim  or  legal
proceeding (including any governmental inquiry or investigation),  Client agrees
to reimburse RCI for its  reasonable  legal fees,  disbursements  of counsel and
other expenses (including the cost of investigation and preparation) as they are
incurred by RCI.  Client also agrees to indemnify and hold RCI harmless  against
any losses,  claims,  damages or liabilities,  joint or several, as incurred, to
which RCI may become  subject in  connection  with the services or matters which
are the subject of or arise out of the Agreement; provided, however, that Client
shall not be liable under the foregoing indemnity in respect of any loss, claim,
damage or liability to the extent that a court  having  jurisdiction  shall have
determined by a final judgment that such loss,  claim,  damage or liability is a
consequence  of  intentional  fraudulent  acts  committed  by  RCI  without  the
knowledge and/or consent of Client. In the event that the foregoing indemnity is
unavailable by operation of law, then Client shall contribute to amounts paid or
payable by RCI in respect of such losses, claims, damages and liabilities in the
proportion  that  Client's  interest  bears to  RCI's  interest  in the  matters
contemplated  by the Agreement.  If,  however,  the  allocation  provided by the
immediately preceding sentence is not permitted by applicable law, or otherwise,
then  Client  shall  contribute  to such  amount  paid or payable by RCI in such
proportion as is  appropriate  to reflect not only such  relative  interests but
also the  relative  fault of Client on the one hand and RCI on the other hand in
connection  with the  matters  as to  which  such  losses,  claims,  damages  or
liabilities relate and other equitable considerations.

         Promptly  after  RCI' s receipt  of notice of the  commencement  of any
action or of any claim,  RCI will,  if a claim in respect  thereof is to be made
against Client under this Indemnity Agreement, notify Client of the commencement
thereof. In case any such action or claim is brought against RCI, Client will be
entitled to  participate  therein  and,  to the extent that Client may wish,  to
assume the defense thereof,  with counsel satisfactory to RCI. After notice from
Client to RCI of Client's election to so assume the defense thereof, Client will
not be liable to RCI for  indemnification as provided in the preceding paragraph
for any legal  fees,  disbursements  of counsel or other  expenses  subsequently
incurred by RCI in connection  with the defense  thereof  other than  reasonable
costs of  investigation;  provided  that RCI  shall  have  the  right to  employ
separate  counsel  if,  in the  reasonable  judgment  of  RCI's  counsel,  it is
advisable for RCI to be represented by separate  counsel or if in the reasonable
judgment of RCI's  counsel,  Client is not  vigorously  and  actively  defending
against any

                                                                               7

                                    Initials

<PAGE>

such claim or claims,  and in either  such event the  reasonable  legal fees and
disbursements of such separate counsel shall be paid by Client.

         The  foregoing  agreements  shall  apply  to  any  modification  of the
Agreement,  shall remain in full force and effect  following  the  completion or
termination of RCI's  engagement under the Agreement and shall be in addition to
any rights that RCI may have at common law or otherwise.  The agreements in this
Indemnification  Agreement  shall  extend  to and inure to the  benefit  of each
person,  if any,  who may be deemed to control RCI, be  controlled  by RCI or be
under  common  control  with RCI and to RCI' s, and to each such other  person's
respective  affiliates,   directors,   officers,   employees  and  agents.  This
Indemnification Agreement shall be binding on any successor of Client.

         Client represents that the  Indemnification  Agreement contained herein
is the legal, valid, binding and enforceable  obligation of Client,  enforceable
against Client according to its terms.

         This  Indemnification  Agreement shall be governed by, and construed in
accordance  with, the laws of the State of Florida  without regard to principles
of conflicts of law, and the forum for  resolution  of legal and  interpretative
issues shall be the Federal District courts in the State of Florida.

         The parties  hereto by signing this Exhibit in the space provided below
signify their agreement to the indemnification provisions contained herein.

                                     Client:

                                    By:  ____________________
                                            ,President


                                    Company: Rainbow Communications, Inc.

                                    By:   ___________________
                                          Kevin Price, President



                                                           8

                                                                        Initials

<PAGE>

                                    EXHIBIT E

                                ABATEMENT CLAUSE

          The parties to this contract understand and agree that Client is under
a federal  mandate to become  fully  reporting  and  approved for listing by the
Securities  and Exchange  commission  by a time certain or be delisted  from the
Electronic Bulletin Board.

          The Client and RCI  understand  and agree that  should the  Company be
delisted from the Bulletin Board such an event would unduly interfere with RCI's
ability to fulfill its contractual obligations.

          WHEREFORE,  the Client and RCI hereby  agree that should the Client be
delisted from the Electronic  Bulletin Board for any reason,  RCI's  obligations
under this  contract  shall be abated  until such time as the Client is relisted
and resume trading on the Electronic Bulletin Board.

          Should the Client fail to gain  relisting  within one  hundred  twenty
(120) days of being  delisted,  RCI may treat that even as a material  breach of
this contract.  In such event,  RCI may declare the contract void through breach
and retain whatever payments have been made as liquidated damages.

                                     Client:

                                    By:  ____________________
                                              ,President


                                    Company: Rainbow Communications, Inc.

                                    By:   ___________________
                                          Kevin Price, President



                                                                               9

                                                                        Initials

<PAGE>

                                    EXHIBIT F

                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT (this  "Registration  Agreement") is
made and entered into as of ____,  19___ by and between Rainbow  Communications,
Inc., a Florida  corporation  (RCI), and  ________________________,  a _________
corporation (the Client).

         WHEREAS,  RCI  concurrently  with the  execution  of this  Registration
Agreement is acquiring shares of the Client's common stock, par value $_____ per
share ("Common Stock") and/or options to purchase shares of Common Stock; and

         WHEREAS, as a condition to such acquisition, the parties are willing to
enter into the agreements contained herein.

         NOW,  THEREFORE,  in  consideration  of the foregoing and of the mutual
covenants  and  agreements  set  forth  herein,  and  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto agree as follows:

         Section 1. Definitions

         "Affiliate"  means, with respect to any Person, any other Person which,
directly or  indirectly,  controls,  is controlled by or is under common control
with such Person.

                  "Agreement"   means  the  Public   Relations  and  Advertising
Agreement dated as of the date of this  Registration  Agreement  between RCI and
Client.

                  "Client"  is  defined  in the  Preamble  to this  Registration
                  Agreement.

                  "Common Stock" is defined in the Recitals to this Registration
                  Agreement.

                  "RCI"  is  defined  in  the  Preamble  to  this   Registration
                  Agreement.

                  "Holder" is defined in Section 2.1 hereof.

                  "Lock-Up Period" is defined in Section 2.1 hereof.

                  "Options" mean the Options issuable, in certain circumstances,
pursuant to the Agreement, which are exercisable for Common Stock.

                  "Other Holders" is defined in Section 4.3 hereof.

10

                                    Initials

<PAGE>

                  "Permitted Transfer" is defined in Section 2.2 hereof.

                  "Person" means an individual, a partnership,  a joint venture,
a corporation,  a trust, an  unincorporated  organization  and government or any
department or agency thereof.

                  "Piggyback Notice" is defined in Section 4.1 hereof.

                  "Piggyback Registration" is defined in Section 4.1 hereof.

                  "Registrable  Securities" means (i) the Common Stock issued to
RCI pursuant to the  Agreement,  (ii) any Common Stock issued to RCI pursuant to
the  exercise  of Options,  and (iii) any  securities  issued or  issuable  with
respect  to the  Common  Stock  referred  to in  clauses  (i) or  (ii) by way of
replacement,  share dividend, share split or in connection with a combination of
shares, recapitalization, merger, consolidation or other reorganization.

                  "Registration  Agreement"  is defined in the  Preamble to this
Registration Agreement.

                  "Registration Expenses" is defined in Section 6.1 hereof.

                  "Restricted Securities" is defined in Section 2.1 hereof.

                  "SEC" means the Securities and Exchange Commission.

                  "Securities Act" means the Securities Act of 1933, as amended,
or any similar federal law then in force.

                  "Transfer" is defined in Section 2.1 hereof.

         Section 2. Restrictions on Transfer

                  2.1 Lock-Up Period.  Without the express prior written consent
of the Client,  RCI agrees  that,  except as set forth in Section 2.2 below,  it
will not,  directly or indirectly,  offer,  sell,  contract to sell or otherwise
dispose of (or announce any offer,  sale,  contract of sale or other disposition
of)   ("Transfer")   any  Registrable   Securities  or  Options   (collectively,
"Restricted  Securities")  prior to the first anniversary  following the date of
this Registration Agreement.

                  2.2 Permitted  Transfers.  The restrictions  contained in this
Section 2 will not  apply  with  respect  to any of the  following  transactions
(each, a "Permitted Transfer"):


                                                                              11

                                                                        Initials

<PAGE>

                           2.2.1    a natural person may Transfer Restricted
Securities  to his or her  spouse,  siblings,  parents or any natural or adopted
children  or other  descendants  or to any  personal  trust in which such family
members or such transferee retains the entire beneficial interest;

                           2.2.2 RCI may (A) Transfer  Restricted  Securities to
one or more other entities that are wholly owned and
controlled,  legally and beneficially,  by RCI or an Affiliate,  or (B) Transfer
Restricted   Securities  by  distributing   such  Restricted   Securities  in  a
liquidation,  winding up or otherwise without consideration to the equity owners
of such corporation, partnership or business entity or to any other corporation,
partnership or business  entity that is wholly owned by such equity  owners;  or
(C) Transfer Restricted Securities to a director, officer or key employee of RCI
or an Affiliate;

                           2.2.3    a transferee  acquiring  Restricted
Securities in a Permitted Transfer may Transfer Restricted  Securities on his or
her death or mental incapacity to such Person's estate, executor,  administrator
or  personal  representative  or to such  Person's  beneficiaries  pursuant to a
devise or bequest or by the laws of descent and distribution; or

                           2.2.4    RCI or any  transferee  acquiring
Restricted Securities in a Permitted Transfer may Transfer Restricted Securities
pursuant to an effective  Registration  Statement as provided herein or pursuant
to an exemption from the registration requirements of the Securities Act.

If any Person Transfers Restricted  Securities as described in this Section 2.2,
such Restricted  Securities shall remain subject to this Registration  Agreement
and, as a condition of the validity of such Transfer,  the  transferee  shall be
required to execute and deliver a counterpart  of this  Registration  Agreement.
Thereafter,  such transferee shall be deemed to be a Holder for purposes of this
Registration Agreement.

                  2.3 Rights of  Subsequent  Holder.  Subject  to the  foregoing
restrictions,  the  Client and RCI hereby  agree that any  subsequent  holder of
Registrable  Securities shall be entitled to all benefits  hereunder as a holder
of such securities.

         Section 3. Demands for Registration.

                  3.1  Demand  Period3.1  From the date  hereof,  until the date
which is four years from the date hereof (the "Demand  Period"),  subject to the
terms and conditions set forth herein,  RCI and the Permitted  Transferees  will
have  in  the  aggregate  three  opportunities,  in  addition  to  other  rights
enumerated in this Registration  Agreement,  to request  registration  under the
Securities  Act  of  all  or  part  of its  Registrable  Securities  (a  "Demand
Registration").  The Holders of 50% or more of the Registrable  Securities shall
have the right to exercise the registration rights under this Section 3.

                  3.2      Demand Procedure.

                                                                              12

                                    Initials

<PAGE>

                           3.2.1  Subject  to  Sections  3.2.2 and 3.2.4  below,
during the Demand Period any Holder or combination of
Holders (the  "Demanding  Shareholders")  owning 50% or more of the  Registrable
Securities may deliver to the Client a written  request (a "Demand  Registration
Request") that the Client  register any or all of such  Demanding  Shareholders'
Registrable Shares.

                           3.2.2 Holders,  in the  aggregate,  may only make one
Demand Registration Request in each six-month period
during the Demand Period (the "Interim Demand  Periods").  The Client shall only
be  required  to  file  one  registration   statement  (as  distinguished   from
supplements or pre-effective or post-effective  amendments  thereto) in response
to each Demand Registration Request.

                           3.2.3 A Demand  Registration  Request from  Demanding
Shareholders shall (i) set forth the number of
Registrable  Securities  intended to be sold pursuant to the Demand Registration
Request (ii) disclose  whether all or any portion of a distribution  pursuant to
such registration will be sought by means of an underwriting, and (iii) identify
any managing underwriter or managing  underwriters proposed for the underwritten
portion, if any, of such registration.

                           3.2.4    If during any  Interim  Demand  Period,  the

Client receives a Demand  Registration  Request from Demanding  Shareholders for
the registration of Registrable  Securities  having an aggregate market value of
$100,000 or greater, as determined  according to the closing price of the Common
Stock on the NASDAQ National Market, on the Bulletin Board or in the Pink Sheets
on the date of such Demand Registration  Request, then the Client shall, subject
to the  limitations in Sections  3.2.5 and 3.2.6 hereof,  (i) use its reasonable
best  efforts  to  prepare  and file  within 30 days of  receipt  of the  Demand
registration request with the SEC a registration  statement under the Securities
Act  with  respect  to  all  the  Registrable   Securities  that  the  Demanding
Shareholders requested to be registered in the Demand Registration Request, (ii)
use its reasonable best efforts to cause such  registration  statement to become
effective  within 75 days of  receipt of the Demand  Registration  Request,  and
(iii) if such  registration  can be  accomplished  by  means  of a  registration
statement on Form S-3, keep such  registration  statement  effective  until such
time as the Demanding  Shareholders shall have sold or otherwise disposed of all
of  their  Registrable   Securities  included  in  the  registration.   If  such
registration cannot be accomplished by means of a registration statement on Form
S-3, the Client shall use its reasonable best efforts to keep such  registration
statement effective for at least 180 days.

                           3.2.5  It  is  anticipated   that  the   registration
contemplated under this Section 3 will be accomplished by
means of the filing of a Form S-3, and that registration on such form will allow
for different means of distribution, including sales by means of an underwriting
as well as sales into the open market. If the Demanding  Shareholders  desire to
distribute all or part of the Registrable Securities covered by their request by
means of an  underwriting,  they  shall so advise the Client in writing in their
initial  Demand  R,egistration  Request as described in Section  3.2.3 above.  A
determination of whether all or part of ~he distribution will be by means of an

                                                                              13

                                                                         Intials

<PAGE>

underwriting shall be made by Demanding  Shareholders  holding a majority of the
Registrable Securities to be included in the registration. If all or part of the
distribution  is to be by means of an  underwriting,  all  subsequent  decisions
concerning the underwriting  which are to be made by the Demanding  Shareholders
pursuant to the terms of this  Registration  Agreement,  which shall include the
selection  of  the   underwriter   or   underwriters   to  be  engaged  and  the
representative,  if any, of the  underwriters  so engaged,  shall be made by the
Demanding  Shareholders who hold a majority of the Registrable  Securities to be
included in the  underwriting,  subject to approval by the Board of Directors of
the Client.

                           3.2.6  Upon the  receipt  by the  Client  of a Demand
Registration Request in accordance with Section 3.2.4
hereof,  the Client  shall,  within ten days  following  receipt of such  Demand
Registration  Request,  give written notice of such request to all Holders.  The
Client shall include in such notice information  concerning whether all, part or
none of the  distribution  is expected  to be made by means of an  underwriting,
and, if more than one means of distribution is contemplated, may require Holders
to  notify  the  Client  of the  means  of  distribution  of  their  Registrable
Securities  to be  included  in the  registration.  If any  Holder  who is not a
Demanding  Shareholder desires to sell any Registrable  Securities owned by such
Holder,  such  Holder may elect to have all or any  portion  of its  Registrable
Securities  included in the  registration  statement by notifying  the Client in
writing  (a  "Supplemental  Demand  Registration  Request")  within  20  days of
receiving notice of the Demand  Registration  Request from the Client. The right
of any Holder to include all or any portion of its Registrable  Securities in an
underwriting  shall be conditioned  upon the Client's  having  received a timely
written  request for such inclusion by way of a Demand  Registration  Request or
Supplemental  Demand   Registration   Request  (which  right  shall  be  further
conditioned to the extent provided in this Registration Agreement).  All Holders
proposing to distribute  their  Registrable  Securities  through an underwriting
shall  enter  into  an  underwriting   agreement  in  customary  form  with  the
underwriter or underwriters selected for such underwriting.

                           3.2.7  Notwithstanding  any other  provision  of this
Section 3, if an underwriter advises the Client in
writing that marketing  factors  require a limitation on the number of shares to
be underwritten, then the number of shares of Registrable Securities that may be
included in the underwriting  shall be allocated among the Holders in proportion
(as nearly as practicable) to the respective  amounts of Registrable  Securities
each Holder owns (or in such other  proportion  as they shall  mutually  agree).
Registrable Securities excluded or withdrawn from the underwriting in accordance
with this Section 3.2.7 shall be withdrawn from the registration.

                           3.3      Priority on Request Registration. The Client
will not include in any Demand Registration any
securities  which are not  Registrable  Securities  without  the  prior  written
consent of the  Holders of a majority  of the shares of  Registrable  Securities
included  in such  registration.  If a Demand  Registration  is an  underwritten
offering  and the  managing  underwriters  advise the Client in writing  that in
their opinion the number of Registrable  Securities and, if permitted hereunder,
other securities requested to be included in such offering exceeds the number of
securities that can be sold in an or4erly manner in such offering within a price
range  acceptable  to the  Holders  of a majority  of the shares Of  Registrable
Securities initially requesting

                                                                              14

                                                                        Initials

<PAGE>

registration,  the  Client  will  include  in  such  registration  prior  to the
inclusion of any securities  which are not Registrable  Securities the number of
shares of Registrable Securities requested to be included that in the opinion of
such  underwriters can be sold in an orderly manner within such acceptable price
range, pro rata among the respective  Holders thereof on the basis of the number
of shares of Registrable Securities owned by each such Holder.

          Section 4. Piggyback Registrations

                  4.1 Right to Piggyback. If the Client proposes to undertake an
offering  ofshares  of Common  Stock for its account or for the account of other
stockholders and the registration  form to be used for such offering may be used
for the  registration  of Registrable  Securities (a "Piggyback  Registration"),
each such time the Client  will give  prompt  written  notice to all  Holders of
Registrable  Securities of its intention to effect such a registration  (each, a
"Piggyback Notice") and, subject to Sections 4.3 and 4.4 hereof, the Client will
use  its  best  efforts  to  cause  to be  included  in  such  registration  all
Registrable  Securities  with respect to which the Client has  received  written
requests  for  inclusion  therein  within 20 days after the date of sending  the
Piggyback Notice.

                  4.2  Priority  on  Primary   Registrations.   If  a  Piggyback
Registration  is an underwritten  primary  registration on behalf of the Client,
and the managing underwriters advise the Client in writing that in their opinion
the number of securities  requested to be included in such registration  exceeds
the number that can be sold in an orderly manner within a price range acceptable
to the  Client,  the Client will  include in such  registration  (a) first,  the
securities  the  Client  proposes  to  sell  and  (b)  second,  the  Registrable
Securities  requested  to  be  included  in  such  registration  and  any  other
securities  requested  to be  included  in such  registration  that  are held by
Persons  other  than  the  Holders  of   Registrable   Securities   pursuant  to
registration  rights,  pro rata among the holders of Registrable  Securities and
the holders of such other securities  requesting such  registration on the basis
of the number of shares of such securities owned by each such holder.

                  4.3 Priority on Secondary.  If a Piggyback  Registration is an
underwritten  secondary  registration  on  behalf  of  holders  of the  Client's
securities  other  than  the  Holders  of  Registrable  Securities  (the  "Other
Holders"),  and the managing  underwriters  advise the Client in writing that in
their  opinion  the  number  of  securities  requested  to be  included  in such
registration  exceeds the number  that can be sold in an orderly  manner in such
offering  within a price range  acceptable to the Other Holders  requesting such
registration,  the Client  will  include  in such  registration  (a) first,  the
securities requested to be included therein by the Other Holders requesting such
registration and (b) second, the Registrable Securities requested to be included
in such  registration  hereunder,  pro rata  among the  Holders  of  Registrable
Securities  requesting such registration on the basis of the number of shares of
such securities owned by each such Holder.

                                                                              15

                                                                        Initials

<PAGE>

                  4.4 Selection of Underwriters4. In the case of an underwritten
Piggyback Registration,  the Client will have the right to select the investment
banker(s) and manager(s) to administer the offering.

          Section 5. Registration  Procedures  Section.  Whenever the Holders of
Registrable  Securities have requested that any  Registrable  Securities be sold
pursuant to this Registration Agreement, the Client will use its reasonable best
efforts to effect the registration  and the sale of such Registrable  Securities
in accordance  with the intended  method of  disposition  thereof,  and pursuant
thereto the Client will as expeditiously as possible:

                           5.1.1    Registration  Statement.  Prepare and file
with  the  SEC  a  registration  statement  with  respect  to  such  Registrable
Securities  and use its  reasonable  best  efforts  to cause  such  registration
statement to become effective.

                           5.1.2    Amendments and Supplements.  Promptly
prepare  and  file  with  the  SEC  such  amendments  and  supplements  to  such
registration statement and the prospectus used in connection therewith as may be
necessary to keep such registration  statement effective for the period required
by the  intended  method  of  disposition  and the  terms  of this  Registration
Agreement 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.

                           5.1.3    Provision  of Copies.  Promptly  furnish to
each seller of Registrable  Securities the 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
other documents as such seller may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by such seller.

                           5.1.4    Blue Sky Laws. Use its reasonable best
efforts to register or qualify such Registrable  Securities under the securities
or blue sky laws of such jurisdictions as any seller reasonably  requests and do
any and all other acts and things which may be reasonably necessary or advisable
to enable such seller to consummate the disposition in such jurisdictions of the
Registrable Securities owned by such seller,  provided, that the Client will not
be required to (a) qualify generally to do business in any jurisdiction where it
would not  otherwise  be  required to qualify but for this  Section  5.1.4,  (b)
subject  itself to taxation in any such  jurisdiction  or (c) consent to general
service of process in any such jurisdiction.

                           5.1.5    Anti-fraud  Rules.  Promptly  notify each
seller of such  Registrable  Securities 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 material fact necessary to make the statements  therein not misleading,  and
in such event,  at the  request of any such  seller,  the Client  will  promptly
prepare a supplement or amendment to such prospectus so that, as

                                                                              16

                                                                        Initials

<PAGE>

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 material fact necessary to make the statements therein not misleading,
provided,  that the Client will not take any action which causes the  prospectus
included  in such  registration  statement  to  contain an untrue  statement  of
material fact or omit any material fact necessary to make the statements therein
not misleading, except as permitted by Section 5.5.

                           5.1.6    Securities  Exchange  Listings.  Use its
reasonable  best  efforts  to cause all such  Registrable
Securities to be listed on each securities  exchange on which  securities of the
same  class  issued by the Client are then  listed and use its  reasonable  best
efforts to qualify  such  Registrable  Securities  for trading on each system on
which securities of the same class issued by the Client are then qualified.

                           5.1.7    Underwriting  Agreements.  Enter into such
customary agreements (including  underwriting agreements
in customary  form) and take all such other actions as the holders of a majority
of the shares of Registrable Securities being sold or the underwriters,  if any,
reasonably  request in order to expedite or facilitate  the  disposition of such
Registrable Securities.

                           5.1.8    Due Diligence.  Make available for
inspection by any underwriter  participating in any disposition pursuant to such
registration  statement and any attorney,  accountant or other agent retained by
any such  underwriter,  all financial  and other  records,  pertinent  corporate
documents  and  properties  of the  Client,  and  cause the  Client's  officers,
directors,  employees  and  independent  accountants  to supply all  information
reasonably requested by any such underwriter,  attorney,  accountant or agent in
connection with such registration statement.

                           5.1.9    Earning  Statement.  Otherwise  use its best
efforts  to  comply  with all  applicable  rules  and
regulations of the SEC, and make available to its security  holders,  as soon as
reasonably  practicable,  an earning  statement  covering the period of at least
twelve months  beginning  with the first day of the Client's first full calendar
quarter after the effective date of the  registration  statement,  which earning
statement  shall satisfy the  provisions of Section 11(a) of the  Securities Act
and Rule 158 thereunder.

                           5.1.10   Deemed  Underwriters or Controlling Persons.
Permit any Holder of Registrable  Securities  which

Holder,  in  such  Holder's  reasonable  judgment,  might  be  deemed  to  be an
underwriter  or a  controlling  person  of the  Client,  to  participate  in the
preparation  of such  registration  or  comparable  statement and to require the
insertion therein of material in form and substance  satisfactory to such Holder
and to the  Client  and  furnished  to  the  Client  in  writing,  which  in the
reasonable judgment of such Holder and its counsel should be included.

                           5.1.11   Management  Availability.  In connection
with underwritten  offerings,  make available  appropriate management personnel
for participation in the preparation

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and drafting of such  registraiton  or comparable  statement,  for due diligence
meetings and for "road show" meetings.

                           5.1.12   Stop Orders.  Promptly  notify Holders of
the  Registrable  Securities of the threat of issuance by
the SEC of any stop  order  suspending  the  effectiveness  of the  registration
statement or the initiation of any  proceeding for that purpose,  and make every
reasonable effort to prevent the entry of any order suspending the effectiveness
of the  registration  statement.  In the event of the issuance of any stop order
suspending  the  effectiveness  of a  registration  statement,  or of any  order
suspending or  preventing  the use of any related  prospectus or suspending  the
qualification  of any  Registrable  Securities  included  in  such  registration
statement for sale in any jurisdiction,  the Client will use its reasonable best
efforts promptly to obtain the withdrawal of such order.

                           5.1.13   Opinions.  At each closing of an
underwritten  offering,  request  opinions  of counsel to the Client and updates
thereof  (which  opinions and updates  shall be reasonably  satisfactory  to the
underwriters  of  the  Registrable  Securities  being  sold)  addressed  to  the
underwriters  covering the matters  customarily covered in opinions requested in
underwritten  offerings and such other matters as may be reasonably requested by
such Holders or their counsel.

                           5.1.14   Comfort  Letter.  Obtain a cold  comfort
letter and related  bring down  letters from the Client's
independent public  accountants  addressed to the selling Holders of Registrable
Securities in customary  form and covering such matters of the type  customarily
covered by cold comfort  letters as the Holders of a majority of the Registrable
Securities being sold reasonably request.

         5.2  Further  Information.  The  Client  may  require  each  Holder  of
Registrable  Securities  to furnish to the  Client in writing  such  information
regarding  the  proposed   distribution  by  such  Holder  of  such  Registrable
Securities as the Client may from time to time reasonably request.

         5.3 Notice to Suspend Offers and Sales. Each Investor  severally agrees
that,  upon receipt of any notice from the Client of the  happening of any event
of the kind  described in Sections  5.1.5 or 5.1.12  hereof,  such Investor will
forthwith  discontinue  disposition  of  shares of Common  Stock  pursuant  to a
registration  hereunder until receipt of the copies of an appropriate supplement
or amendment to the  prospectus  under Section 5.1.5 or until the  withdrawal of
such order under Section 5.1.12.

         5.4  Reference  to  Holders.  If any such  registration  or  comparable
statement  refers  to any  Holder  by name or  otherwise  as the  holder  of any
securities  of the  Client and if, in the  Holder's  reasonable  judgment,  such
Holder is or might be  deemed to be a  controlling  person of the  Client,  such
Holder shall have the right to require (a) the insertion  therein of language in
form and substance  satisfactory  to such Holder and the Client and presented to
the Client in  writing,  to the effect  that the  holding by such Holder of such
securities  is not to be  construed  as a  recommendation  by such Holder of the
investment quality of the Client's securities covered

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thereby  and that such  holding  does not imply that such  Holder will assist in
meeting any future  financial  requirements  of the Client,  or (b) in the event
that such  reference  to such Holder by name or otherwise is not required by the
Securities Act or any similar Federal statute then in force, the deletion of the
reference  to such  Holder;  provided  that with respect to this clause (b) such
Holder shall  furnish to the Client an opinion of counsel to such effect,  which
opinion and counsel shall be reasonably satisfactory to the Client.

          5.5  Client's  Ability to  Postpone.  Notwithstanding  anything to the
contrary  contained herein,  the Client shall have the right twice in any twelve
month period to postpone the filing of any registration statement under Sections
3 or 4 hereof or any amendment or supplement  thereto for a reasonable period of
time (all such  postponements  not  exceeding  90 days in the  aggregate  in any
twelve  month  period)  if the  Client  furnishes  the  Holders  of  Registrable
Securities a certificate signed by the Chairman of the Board of Directors or the
President of the Client stating that, in its good faith  judgment,  the Client's
Board of Directors  (or the executive  committee  thereof) has  determined  that
effecting the  registration at such time would materially and adversely affect a
material financing, acquisition, disposition of assets or stock, merger or other
comparable transaction, or would require the Client to make public disclosure of
information the public  disclosure of which would have a material adverse effect
upon the Client.

          Section 6. Registration Expenses Section.

                  6.1 Expenses Borne by Client. Except as specifically otherwise
provided in Section 6.2 hereof,  the Client will be  responsible  for payment of
all  expenses  incident  to  any  registration  hereunder,   including,  without
limitation,  all  registration  and filing fees, fees and expenses of compliance
with  securities  or blue sky laws,  printing  expenses,  messenger and delivery
expenses, road show expenses, advertising expenses and fees and disbursements of
counsel for the Client and all  independent  certified  public  accountants  and
other Persons retained by the Client in connection with such  registration  (all
such  expenses  borne  by the  Client  being  herein  called  the  "Registration
Expenses").

                  6.2  Expenses  Borne by Selling  Securityholders.  The selling
securityholders will be responsible for payment of their own legal fees (if they
retain legal counsel  separate from that of the Client),  underwriting  fees and
brokerage  discounts,  commissions  and other  sales  expenses  incident  to any
registration  hereunder,  with any such expenses which are common to the selling
securityholders  divided among such  securityholders  (including  the Client and
holders of the Client's  securities  other than Registrable  Securities,  to the
extent that securities are being  registered on behalf of such Persons) pro rata
on the basis of the  number of shares  being  registered  on behalf of each such
securityholder, or as such securityholders may otherwise agree.

          Section 7. Indemnification Section.

                  7.1 Indemnification by Client. The Client agrees to indemnify,
to the fullest extent  permitted by law, each Holder of Registrable~  Securities
and each Person who controls
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(within  the  meaning of the  Securities  Act) such  Holder  against all losses,
claims,  damages,  liabilities and expenses in connection with defending against
any such losses,  claims,  damages and  liabilities  or in  connection  with any
investigation  or  inquiry,  in each case  caused  by or based on any  untrue or
alleged  untrue  statement  of  material  fact  contained  in  any  registration
statement,  prospectus or  preliminary  prospectus  or any amendment  thereof or
supplement  thereto or any  omission  or  alleged  omission  of a material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading  or  arise  out of  any  violation  by the  Client  of any  rules  or
regulation  promulgated  under the  Securities  Act applicable to the Client and
relating to action or inaction  required of the Client in  connection  with such
registration,  except  insofar as the same are (i) contained in any  information
furnished  in writing to the Client by such Holder  expressly  for use  therein,
(ii)  caused by such  Holder's  failure  to  deliver a copy of the  registration
statement or  prospectus  or any  amendments or  supplements  thereto,  or (iii)
caused by such  Holder's  failure to  discontinue  disposition  of shares  after
receiving  notice from the Client pursuant to Section 5.3 hereof.  In connection
with an  underwritten  offering,  the Client will indemnify  such  underwriters,
their officers and directors and each Person who controls (within the meaning of
the Securities  Act) such  underwriters  at least to the same extent as provided
above  with  respect  to the  indemnification  of  the  Holders  of  Registrable
Securities.

7.2 Indemnification by Holder. In connection with any registration  statement in
which a Holder of Registrable Securities is participating, each such Holder will
furnish to the  Client in  writing  such  information  as the Client  reasonably
requests  for  use  in  connection  with  any  such  registration  statement  or
prospectus and, to the extent  permitted by law, will indemnify the Client,  its
directors  and officers and each Person who controls  (within the meaning of the
Securities Act) the Client against any losses, claims, damages,  liabilities and
expenses  resulting from any untrue or alleged untrue statement of material fact
contained in the registration statement, prospectus or preliminary prospectus or
any amendment thereof or supplement  thereto or any omission or alleged omission
of a  material  fact  required  to be stated  therein or  necessary  to make the
statements  therein  not  misleading,  but only to the extent  that such  untrue
statement or omission is contained in any information so furnished in writing by
such Holder  expressly for use in connection  with such  registration;  provided
that the  obligation to indemnify  will be individual to each Holder and will be
limited to the net amount of  proceeds  received by such Holder from the sale of
Registrable  Securities pursuant to such registration  statement.  In connection
with  an   underwritten   offering,   each  such  Holder  will   indemnify  such
underwriters,  their officers and directors and each Person who controls (within
the meaning of the Securities Act) such underwriters at least to the same extent
as provided above with respect to the indemnification of the Client.

                  7.3 Assumption of Defense by  Indemnifying  Party.  Any Person
entitled to indemnification hereunder will (a) give prompt written notice to the
indemnifying  party of any claim with respect to which it seeks  indemnification
and (b) unless in such  indemnified  party's  reasonable  judgment a conflict of
interest between such indemnified an indemnifying parties may exist with respect
to such  indemnifying  party to assume the  defense  of such claim with  counsel
reasonably satisfactory to the indemnified party. If such defense is assumed,

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the  indemnifying  party will not be subject to any liability for any settlement
made by the indenmified  party without its consent (but such consent will not be
unreasonably  withheld). An indemnifying party who is not entitled to, or elects
not to,  assume the defense of a claim will not be obligated to pay the fees and
expenses  of  more  than  one  counsel  for  all  parties  indemnified  by  such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any  indemnified  party  a  conflict  of  interest  may  exist  between  such
indemnified party and any other of such indemnified parties with respect to such
claim.

                  7.4 Binding  Effect.  The  indemnification  provided for under
this  Registration  Agreement will remain in full force and effect regardless of
any investigation  made by or on behalf of the indemnified party or any officer,
director or controlling  Person of such  indemnified  party and will survive the
transfer of securities.  The Client also agrees to make such provisions,  as are
reasonably requested by any indemnified party, for contribution to such party in
the event the  Client's  indemnification  is  unavailable  for any reason.  Each
Holder of Registrable  Securities  also agrees to make such  provisions,  as are
reasonably requested by any indemnified party, for contribution to such party in
the event such Holder's indemnification is unavailable for any reason.

         Section 8. Participation in Underwritten  Registrations.  No Person may
participate in any  registration  hereunder  which is  underwritten  unless such
Person (a) agrees to sell such Person's  securities on the basis provided in any
underwriting  arrangements  approved by the Person or Persons entitled hereunder
to approve such arrangements and (b) completes and executes all  questionnaires,
powers of attorney,  indemnities,  underwriting  agreements and other  documents
required under the terms of such underwriting arrangements.

          Section 9.       Miscellaneous.

                  9.1 No Inconsistent Agreements.  The Client will not hereafter
enter into any  agreement  with  respect to its  securities  which  violates the
rights  granted to the Holders of  Registrable  Securities in this  Registration
Agreement.

                  9.2 Remedies.  Any Person having rights under any provision of
this Registration Agreement will be entitled to enforce such rights specifically
to  recover  damages  caused by reason of any  breach of any  provision  of this
Registration  Agreement  and to exercise  all other  rights  granted by law. The
parties hereto agree and  acknowledge  that money damages may not be an adequate
remedy for any breach of the provisions of this Registration  Agreement and that
any  party  may in its sole  discretion  apply to any  court of law or equity of
competent jurisdiction (without posting any bond or other security) for specific
performance  and for other  injunctive  relief in order to  enforce  or  prevent
violation of the provisions of this Registration Agreement.

                  9.3  Term.  Except  for  the  provisions  of  Section  7 or as
specifically  otherwise  provided  herein,  the provisions of this  Registration
Agreement shall apply until such time as all

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Registrable Securities have ceased to be Registrable Securities hereunder but in
no event later than three years from the date of this Registration Agreement.

                  9.4 Amendments and Waivers.  Except as otherwise  specifically
provided herein, this Registration  Agreement may be amended or waived only upon
the prior written  consent of the Client and of the Holders of a majority of the
then outstanding shares of Registrable Securities.

                  9.5 Successors and Assigns.  Subject to Section 2 hereof,  all
covenants and agreements in this  Registration  Agreement by or on behalf of any
of the parties  hereto will bind and inure to the benefit of (i) the  respective
successors  and assigns of the parties  hereto  whether so  expressed or not and
(ii) the persons  referred to in clause (iv) of the  definition  of  Registrable
Securities. In addition, whether or not any express assignment has been made but
subject in any case to Section 2 hereof,  the  provisions  of this  Registration
Agreement which are for the benefit of RCI or Holders of Registrable  Securities
are also for the benefit of, and enforceable  by, any subsequent  holder of such
securities so long as such securities continue to be restricted  securities,  as
that term is defined in Securities Act Rule 144.

                  9.6 Severability.  Whenever  possible,  each provision of this
Registration Agreement will be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Registration  Agreement
is held to be prohibited by or invalid under applicable law, such provision will
be ineffective  only to the extent of such  prohibition  or invalidity,  without
invalidating the remainder of this Registration Agreement.

                   9.7 Counterparts. This Registration Agreement may be executed
simultaneously in multiple  counterparts,  any one of which need not contain the
signatures of more than one party, but all such counterparts taken together will
constitute one and the same Registration Agreement.

                  9.8 Descriptive  Headings.  The  descriptive  headings of this
Registration Agreement are inserted for convenience only and do not constitute a
part of this Registration Agreement.

                  9.9 Governing Law. All questions  concerning the construction,
validity and  interpretation of this Registration  Agreement will be governed by
and  construed in  accordance  with the  domestic  laws of the State of Florida,
without  giving effect to any choice of law or conflict of law provision or rule
(whether of the State of Florida or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Florida.

                  9.10 Entire Agreement. This Registration Agreement is intended
by the parties as a final  expression  of their  agreement  and intended to be a
complete and  exclusive  statement of the  agreement  and  understanding  of the
parties hereto with respect of the subject matter contained
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herein.  This  Registration   Agreement  supersedes  all  prior  agreements  and
understandings between the parties with respect to such subject matter.

                  9.11 Notices. All notices,  demands or other communications to
be given or delivered under or by reason of the provisions of this  Registration
Agreement  shall be in  writing  and shall be deemed  to have  been  given  when
delivered  personally  to the  recipient,  sent to the  recipient  by  facsimile
transmission,  sent  to the  recipient  by  reputable  express  courier  service
(charges  prepaid) or three business days after being mailed to the recipient by
certified or registered mail, return receipt requested and postage prepaid. Such
notices,  demands  and other  communications  will be sent to each Holder at the
address  indicated on the records of the Client and to the Client at the address
set forth in the  Agreement or to such other address or to the attention of such
other person as the recipient party has specified by prior written notice to the
sending party.

                  9.12   Confidentiality.   The  Client  shall  hold  in  strict
confidence  and shall not disclose  information  with respect to sales of Common
Stock by any Holder,  including the fact of such sales, the amount of such sales
and the timing of such sales,  except as such  information  shall become  public
without  violation of this Section 9.12,  as may be required by applicable  law,
rules or regulations or with the express written consent of such Investor.

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

                                     Client:

                                       By:  ____________________
                                                 ,President

                                       Company: Rainbow Communications, Inc.

                                       By:   ___________________
                                             Kevin Price, President


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