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                                                                     EXHIBIT 4.5


                              eVENTURES GROUP, INC.
                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered into on the ___ day of January, 2000, by and among eVENTURES GROUP,
INC., a Delaware corporation (the "Company"), and the persons and entities
signatories hereto (collectively, the "Stockholders"), as holders of shares of
Series C Convertible Preferred Stock, par value $0.00002 per share, of the
Company ("Series C Stock").

                              W I T N E S S E T H:

         WHEREAS, the Company and the Stockholders have entered into that
certain Preferred Stock Subscription Agreement dated as of January __, 2000 (the
"Subscription Agreement"), pursuant to which certain of the Stockholders
acquired shares of the Company's Series C Stock; and

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

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

         1. REGISTRABLE SHARES. For purposes of this Agreement "Registrable
Shares" shall mean, at any time, and with respect to any Stockholder or
Qualified Transferee (as defined in Section 8(g) below), any Restricted
Securities (as defined below) held by such Stockholder or Qualified Transferee,
and "Holder" shall mean any Stockholder or Qualified Transferee holding
Registrable Shares. As to any particular Registrable Shares, once issued, such
Registrable Shares shall cease to be Registrable Shares (1) when such
Registrable Shares have been registered under the Securities Act of 1933, as
amended or any successor Federal statute (the "Act"), the Registration Statement
in connection therewith has been declared effective and they have been disposed
of pursuant to and in the manner described in such effective Registration
Statement, (2) when such Registrable Shares are sold or distributed pursuant to
Rule 144, (3) when such Registrable Shares have ceased to be outstanding, or (4)
when such Registrable Shares have been transferred to a person or entity other
than a Qualified Transferee. For purposes of this Agreement, the term
"Restricted Securities" shall mean, at any time and with respect to any
Stockholder or Qualified Transferee, the shares of Series C Stock and any other
securities which by their terms are directly or indirectly exercisable or
exchangeable for or convertible into Common Stock (other than stock options
granted to employees or directors of the Company in their capacity as such, or
Common Stock issuable upon the exercise thereof), and any securities received on
or with respect to any of the foregoing securities, which are held by such
Stockholder or Qualified Transferee and which theretofor have not been sold to
the public pursuant to a Registration Statement or pursuant to Rule 144 under
the Act. For purposes of this Agreement, the term "Registration Statement" shall
mean any registration statement of the Company which covers any of the
Registrable Shares, and all amendments and supplements to any such


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

         2. PIGGYBACK REGISTRATIONS.

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

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

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



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

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

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

                           (ii) prepare and file with the Commission such
                  amendments and post-effective amendments to such Registration
                  Statement and supplements to the Prospectus used in connection
                  therewith (and to file the Prospectus, as so supplemented,
                  under Rule 424 under the Act, if required) as may be necessary
                  to keep such Registration Statement effective for a period of
                  up to one (1) year, and comply with the provisions of the Act
                  with respect to the disposition of all securities included in
                  such Registration Statement during such period in accordance
                  with the intended methods of distribution by the selling
                  Holders thereof set forth in such Registration Statement or
                  supplement to such Prospectus;

                           (iii) furnish to each selling Holder of Registrable
                  Shares such number of copies of such Registration Statement,
                  each amendment and supplement thereto (in each case including
                  all exhibits), the Prospectus included in such Registration
                  Statement (including each preliminary Prospectus) and such
                  other documents as such selling Holder may reasonably request
                  in order to facilitate the disposition of the Registrable
                  Shares owned by such selling Holder;

                           (iv) notify the selling Holders of Registrable Shares
                  and the managing underwriters, if any, promptly and (if
                  requested by any such Stockholder) confirm such advice in
                  writing, (A) when a Prospectus, including any Prospectus
                  supplement or post-effective amendment has been filed, and,
                  with respect to a Registration Statement or any post-effective
                  amendment, when the same has become effective, (B) of any
                  request by the Commission for amendments or



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                  supplements to a Registration Statement or related Prospectus
                  or for additional information, (C) of the issuance by the
                  Commission of any stop order suspending the effectiveness of a
                  Registration Statement or the initiation of any proceedings
                  for that purpose, (D) of the receipt by the Company of any
                  notification with respect to the suspension of the
                  qualification of any of the Registrable Shares for sale in any
                  jurisdiction or the initiation or threatening of any
                  proceeding for such purpose, and (E) of the existence of any
                  fact which results in a Registration Statement, a Prospectus
                  or any document incorporated therein by reference containing
                  an untrue statement of a material fact or omitting to state a
                  material fact necessary to make the statements therein, in
                  light of the circumstances under which they were made, not
                  misleading;

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

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

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

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

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



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

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

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

                           (xiii) in the event of the issuance of any stop order
                  suspending the effectiveness of a registration statement, or
                  of any order suspending or preventing the use of any related
                  prospectus or suspending the qualification of any Registrable
                  Shares included in such registration statement for sale in any



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                  jurisdiction, the Company will use its reasonable efforts
                  promptly to obtain the withdrawal of such order; and

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

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

         4. REGISTRATION EXPENSES.

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

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

         5. INDEMNIFICATION.

                  (a) INDEMNIFICATION BY THE COMPANY. The Company agrees to
         indemnify, to the extent permitted by law, each Holder of Registrable
         Shares, such holder's general and limited partners, officers and
         directors and each Person who controls such Holder (within the meaning
         of the Act) against all losses, claims, damages, liabilities and
         expenses caused by any untrue or alleged untrue statement of material
         fact contained in any Registration Statement, Prospectus or preliminary
         Prospectus or any amendment thereof



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         or supplement thereto or any omission or alleged omission of a material
         fact required to be stated therein or necessary to make the statements
         therein not misleading, except insofar as the same are caused by or
         contained in any information furnished in writing to the Company by
         such Holder expressly for use therein. In connection with an
         underwritten offering, the Company will indemnify such underwriters,
         their officers and directors and each Person who controls such
         underwriters (within the meaning of the Act) to the same extent as
         provided above with respect to the indemnification of the Holders of
         Registrable Shares.

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

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

                  (d) CONTRIBUTION. If the indemnification provided for in this
         Section 5 is held by a court of competent jurisdiction to be
         unavailable to an indemnified party with respect to any loss,
         liability, claim, damage or expense referred to herein, then the
         indemnifying party, in lieu of indemnifying such indemnified party
         hereunder, shall contribute to the amount paid or payable by such
         indemnified party as a result of such loss, liability, claim, damage,
         or expense in such proportion as is appropriate to reflect (i) the
         relative benefits received by the indemnifying party or parties on the
         one hand and the indemnified party on the other from the offering of
         the Registrable Shares or (ii) if the allocation provided for by the
         foregoing clause (i) is not permitted by applicable law, not only such
         relative



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         benefits but also the relative fault of the indemnifying party or
         parties on the one hand and the indemnified party on the other hand in
         connection with the statements or omissions or alleged statements or
         omissions that resulted in such losses, claims, damages or liabilities
         (or actions in respect thereof). The relative fault of the indemnifying
         party and of the indemnified party shall be determined by reference to,
         among other things, whether the untrue or alleged untrue statement of a
         material fact or the omission to state a material fact relates to
         information supplied by the indemnifying party or by the indemnified
         party and the parties' relative intent, knowledge, access to
         information, and opportunity to correct or prevent such statement or
         omission. The obligation to contribute will be individual to each
         Holder of Registrable Shares and will be limited to the amount by which
         the net amount of proceeds received by such Holder from the sale of
         Registrable Shares exceeds the amount of losses, liabilities, damages,
         and expenses which such Holder has otherwise been required to pay by
         reason of such statements or omissions.

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

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

         6. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Person may
participate in any registration hereunder which is underwritten unless such
Person (i) agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Person or Persons entitled hereunder
to approve such arrangements, (ii) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements; provided that no
Holder of Registrable Shares included in any underwritten registration shall be
required to make any representations or warranties to the Company or the
underwriters other than representations and warranties regarding such Holder and
such Holder's intended method of distribution, and (iii) if requested by the
managing underwriter or underwriters or the Demanding Persons (as defined in the
Registration Rights Agreement, dated as of September 22, 1999, among the Company
and the persons and entities set forth on Schedule 1 thereto), agrees not to
sell Registrable Shares or other securities held by such Person in any
transaction other than pursuant to such underwriting for such period following
the effective date of the registration statement relating to such underwriting
as determined by either the Board of Directors or the Demanding Persons;
provided that no Holder of Registrable Shares shall be required to enter into
such an agreement unless each other Holder of Registrable Shares, each director
and executive officer of the Company and each other Holder of at least one
percent of the Series C Stock then outstanding enters into a substantially
identical agreement relating to such underwriting.

         7. STOCKHOLDER LOCK-UP; AGREEMENT NOT TO SELL. Prior to the first
anniversary of the date hereof, no Holder of Registrable Shares may make any
public sale of Registrable Shares



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(pursuant to a Registration Statement, Rule 144 or otherwise); provided,
however, that nothing herein shall prevent any Holder (a) that is a partnership
or corporation from making a distribution of Registrable Shares to the partners
or shareholders thereof that are otherwise in compliance with applicable
securities laws, so long as such permitted distributees agree to be bound by the
terms and conditions of the Lock-up Conditions; (b) that desires to sell any
Registrable Shares in a private transaction in compliance with applicable
securities laws from consummating such a sale so long as the purchaser in any
private sale agrees in writing to be bound by the restrictions set forth in this
Section 7; or (c) that is an individual, from making a transfer of Registrable
Shares by gift, will or the laws of descent and distribution, subject to the
restrictions set forth in this Section 7.

         8. MISCELLANEOUS.

                  (a) INFORMATION AND REPORTING.

                           (i) The Company shall, at all times during which it
                  is neither subject to the reporting requirements of Section 13
                  or 15(d) of the Securities Exchange Act of 1934, as amended
                  (the "Exchange Act"), nor exempt from reporting pursuant to
                  Rule 12g3-2(b) under the Exchange Act, upon the written
                  request of any Stockholder, provide in writing to such
                  Stockholder and to any prospective transferee of the
                  Registrable Shares of such Stockholder the information
                  concerning the Company described in Rule 144A(d)(4) or any
                  successor rule under the Act ("Rule 144A Information"). Upon
                  the written request of any Stockholder, the Company shall
                  cooperate with and assist such Stockholder or any member of
                  the National Association of Securities Dealers, Inc. PORTAL
                  system in applying to designate and thereafter maintain the
                  eligibility of the Registrable Shares for trading through
                  PORTAL. The Company's obligations under this Section 8(a)(i)
                  shall at all times be contingent upon receipt from the
                  prospective transferee of Registrable Shares of a written
                  agreement to take all reasonable precautions to safeguard the
                  Rule 144A Information from disclosure to anyone other than
                  Persons who will assist such transferee in evaluating the
                  purchase of any Registrable Shares.

                           (ii) When it is first legally required to do so, the
                  Company shall register its Common Stock under Section 12 of
                  the Exchange Act and shall keep effective such registration
                  and shall timely file such information, documents and reports
                  as the Commission may require or prescribe under Section 13 of
                  the Exchange Act. From and after the effective date of the
                  first registration statement filed by the Company under the
                  Act, the Company shall (whether or not it shall then be
                  required to do so) timely file such information, documents and
                  reports which a corporation, partnership or other entity
                  subject to Section 13 or 15(d) (whichever is applicable) of
                  the Exchange Act is required to file. The Company shall
                  promptly upon request furnish any Holder of Registrable Shares
                  (a) a written statement by the Company that it has complied
                  with the reporting requirements of Section 13 or 15(d) of the
                  Exchange Act, (b) a copy of the most recent annual or
                  quarterly report of the Company, and (c) such other reports
                  and documents filed by the Company with the Commission as such
                  Holder may reasonably request in



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                  availing itself of an exemption for the sale of Registrable
                  Shares without registration under the Act. The Company
                  acknowledges and agrees that the purposes of the requirements
                  contained in this Section 8(a)(ii) are to enable any such
                  Holder to comply with the current public information
                  requirement contained in paragraph (c) of Rule 144 under the
                  Act, should such Holder ever wish to dispose of any of the
                  securities of the Company acquired by it without registration
                  under the Act in reliance upon Rule 144 (or any other similar
                  exemptive provision), and to qualify the Company for the use
                  of registration statements on Form S-3. In addition, the
                  Company shall take such other measures and file such other
                  information, documents and reports, as shall hereafter be
                  required by the Commission as a condition to the availability
                  of Rule 144 under the Act (or any similar exemptive provision
                  hereafter in effect) and the use of Form S-3. The Company also
                  covenants to use its best efforts, to the extent that it is
                  reasonably within its power to do so, to qualify for the use
                  of Form S-3.

                  (b) NO INCONSISTENT AGREEMENTS. The Company will not hereafter
         (i) enter into any agreement with respect to its securities which is
         inconsistent with or violates the rights granted to the Holders of
         Registrable Shares in this Agreement, provided, however, that other
         purchasers of Series C Stock from the Company may become Holders and
         parties to this Agreement by executing and delivering to the Company a
         signature page to this Agreement or (ii) grant registration rights that
         are superior to the registration rights granted hereunder to any other
         Person other than to Persons who purchase Series C Stock from the
         Company (unless consented to by a majority vote of the Stockholders).

                  (c) ADJUSTMENTS AFFECTING REGISTRABLE SHARES. The Company will
         not take any action, or permit any change to occur, with respect to its
         securities for the purpose of materially and adversely affecting the
         ability of the Holders of Registrable Shares to include such
         Registrable Shares in a registration undertaken pursuant to this
         Agreement or materially and adversely affecting the marketability of
         such Registrable Shares in any such registration (including, without
         limitation, effecting a stock split or a combination of shares);
         provided that this Section 8(c) shall not apply to actions or changes
         with respect to the Company's business, balance sheet, earnings or
         revenue where the effect of such actions or changes on the Registrable
         Shares is merely incidental.

                  (d) NOTICES. All notices, requests, consents, and other
         communications under this Agreement shall be in writing and shall be
         deemed effectively given when delivered personally or by facsimile
         transmission or by overnight delivery service or 72 hours after being
         mailed by first class certified or registered mail, return recent
         requested, postage prepaid:

                           (i) If to the Company, c/o Stuart Chasanoff, 1601 Elm
                  Street, Suite 4000, Dallas, Texas 75201, or at such other
                  address or addresses as may have been furnished in writing by
                  the Company to the Stockholders.

                           (ii) If to a Stockholder, to it at its address as set
                  forth in the applicable Subscription Agreement, or at such
                  other address or addresses as may have been furnished in
                  writing by such Stockholder with a copy to (which shall not



                                       10
<PAGE>   11

                  constitute notice): White & Case LLP, 200 S. Biscayne
                  Boulevard, Suite 4900, Miami, Florida 33131, Attention: Thomas
                  E Lauria, Esq. (Fax: 305-995-5282).

                  (e) REMEDIES. Any Person having rights under any provision of
         this Agreement will be entitled to enforce such rights specifically to
         recover damages caused by reason of any breach of any provision of this
         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 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 Agreement.

                  (f) AMENDMENTS AND WAIVERS. Except as otherwise provided
         herein, no amendment, modification, termination or cancellation of this
         Agreement shall be effective unless made in writing signed by the
         Company and the Holders of a majority of the shares of Registrable
         Shares; provided that no amendment may be made to Sections 7 or 8(f) of
         this Agreement unless agreed upon by the Company and the Holders of all
         the Registrable Shares.

                  (g) ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the
         Company to register Registrable Shares pursuant to this Agreement may
         be assigned (but only with all related obligations) by a Holder to any
         transferee (a "Qualified Transferee") that acquires from a Holder
         either (i) 100,000 or more Registrable Shares or (ii) if less than
         100,000 Registrable Shares are owned by a Holder at the time of a
         transfer, all of the Registrable Shares owned by such Holder, in either
         case in connection with the permitted transfer of Registrable Shares.
         Such assignment shall not affect the rights of Holders hereunder which
         shall remain in full force in accordance with the terms hereof. Any
         transferring Holder shall provide the Company with prior written notice
         of such transfer(s)/assignment(s); provided, however, that the failure
         to provide such notice shall not be deemed to preclude assignment
         hereunder.

                  (h) SEVERABILITY. The invalidity or unenforceability of any
         provision of this Agreement shall not affect the validity or
         enforceability of any other provision of this Agreement.

                  (i) ENTIRE AGREEMENT. This Agreement embodies the entire
         agreement of the parties hereto with respect to the subject matter
         hereof and supersedes all prior agreements relating to such subject
         matter.

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

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



                                       11
<PAGE>   12

         New York or any other jurisdiction) that would cause the application of
         the laws of any jurisdiction other than the State of New York.

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

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





                            (Signature Page Follows)



                                       12
<PAGE>   13

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

                                    COMPANY:

                                    eVENTURES GROUP, INC.


                                    By:    /s/ BARRETT WISSMAN
                                        ---------------------------------------
                                    Name:    Barrett Wissman
                                          -------------------------------------
                                    Title:   CEO
                                           ------------------------------------


                  [SIGNATURE PAGE FOR EACH STOCKHOLDER FOLLOWS]




                                       13
<PAGE>   14

Signature page to Registration Rights Agreement dated December __, 1999 among
eVentures Group, Inc. the undersigned and certain of its other Stockholders.

                                       STOCKHOLDER:

                                       KUWAIT FUND FOR ARAB ECONOMIC
                                       DEVELOPMENT

                                       Name of Stockholder


                                       By:    /s/ JOSEPH A. WOLINSKY
                                           ------------------------------------
                                       Name:      Joseph A. Wolinsky
                                              ---------------------------------
                                       Title:     Attorney-in-Fact
                                               --------------------------------




                                       14
<PAGE>   15
Signature page to Registration Rights Agreement dated December 31, 1999 among
eVentures Group, Inc. the undersigned and certain of its other Stockholders.


                                        STOCKHOLDER:

                                        Omar Wohabe
                                        ----------------------------------------
                                        Name of Stockholder


                                             By: /s/ OMAR WOHABE
                                                --------------------------------
                                                Name:   Omar Wohabe
                                                     ---------------------------

                                                Title:
                                                      --------------------------




                                       14
<PAGE>   16
Signature page to Registration Rights Agreement dated December 31, 1999 among
eVentures Group, Inc. the undersigned and certain of its other Stockholders.


                                        STOCKHOLDER:


                                        /s/ DAVID WOHABE
                                        -------------------------------
                                        Name of Stockholder


                                             By: /s/ DAVID WOHABE
                                                --------------------------------
                                                Name: David Wohabe
                                                     ---------------------------

                                                Title: Attorney-in-Fact
                                                      --------------------------
<PAGE>   17
Signature page to Registration Rights Agreement dated January 14, 2000 among
eVentures Group, Inc. the undersigned and certain of its other Stockholders.


                                        STOCKHOLDER:

                                        HUNT VENTURES, L.P.
                                        -------------------
                                        Name of Stockholder
                                         by: HVI, LLC, its General Partner

                                        By: /s/ CHRISTOPHER W. KLEINERT
                                           --------------------------------
                                           Name: Christopher W. Kleinert
                                                ---------------------------
                                           Title: Manager
                                                 --------------------------
<PAGE>   18


Signature page to Registration Rights Agreement dated January 24, 2000 among
eVentures Group, Inc. the undersigned and certain of its other Stockholders.

                                             Very truly yours,

                                             EOS PARTNERS SBIC, L.P.

                                             By: EOS SBIC GENERAL, L.P.
                                                 its General Partner

                                             By: EOS SBIC, INC.
                                                 its General Partner

                                             By: /s/
                                                 ----------------------------
                                             Name:
                                             Title:


                                             EOS PARTNERS, L.P.



                                             By: /s/
                                                 ----------------------------
                                             Name:
                                             Title:

                                             EOS (OFFSHORE), L.P.

                                             By: /s/
                                                 ----------------------------
                                             Name:




15

<PAGE>   19

Signature page to Registration Rights Agreement date December 31, 1999 among
eVentures Group Inc. the undersigned and certain of its other Stockholders.



                                   STOCKHOLDER





                                   By:/s/ AHMAD ALKHALED
                                      -----------------------------------------

                                   Name: AHMAD ALKHALED
                                        ---------------------------------------

                                   Title:
                                         --------------------------------------