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                                                                  Exhibit 10.22


                          REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement (the "Agreement") is dated as of
June 22, 1998 by and between Osage Systems Group, Inc., a Delaware corporation
(the "Company"), and John Udelhofen, Michael Durbin, David Durbin and Brian
Wolfe (each, a "Holder," and collectively, the "Holders"), the shareholders of
Open Business Systems, Inc., an Illinois corporation ("OBS").

                               W I T N E S E T H:

         WHEREAS, the Company and the Holders are parties to a stock purchase
agreement dated as of June 22, 1998 (the "Stock Purchase Agreement") pursuant to
which the Company will acquire all of the issued and outstanding shares of the
common stock, no par value, of OBS;

         WHEREAS, pursuant to the Stock Purchase Agreement, the Holders are to
receive certain shares of the Company's common stock par value $.01 per share
(the "Common Stock"); and

         WHEREAS, the parties hereto desire to set forth their agreement
concerning the registration under the Securities Act of 1933, as amended (the
"Securities Act"), of the Common Stock issued to the Holders pursuant to the
Stock Purchase Agreement.

         NOW, THEREFORE, intending to be legally bound, the parties hereto agree
as follows:

                                    AGREEMENT

         1. Definitions.

         All defined terms not otherwise defined herein shall have the meanings
ascribed to them in the Stock Purchase Agreement.

                  (a) "Closing" shall mean that date upon which a closing of the
Stock Purchase Agreement occurs.

                  (b) "Company" shall mean Osage Systems Group, Inc. (SEC NO.
0-22808).

                  (c) "Exchange Act" shall mean the Securities Exchange Act of
1934.

                  (d) "Holders" shall mean John Udelhofen, Michael Durbin, David
Durbin and Brian Wolfe, the former shareholders of OBS, who have received, or
may receive subsequent to the date hereof, shares of the Common Stock pursuant
to the Stock Purchase Agreement and their successors and permitted transferees
(as defined in Section 8(e)).

                  (e) "Person" means an individual, a partnership (general or
limited), corporation, limited liability company, joint venture, business trust,
cooperative, association or other form of business organization, whether or not
regarded as a legal entity under applicable law, a trust (inter vivos or
testamentary), an estate of a deceased, insane or incompetent person, a
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quasi-governmental entity, a government or any agency, authority, political
subdivision or other instrumentality thereof, or any other entity.

                  (f) "Registration Statement" shall mean the Registration
Statements of the Company filed with the SEC pursuant to the provisions of
Section 2 of this Agreement which covers the resale of the Registrable
Securities (as defined herein) on an appropriate form then permitted by the SEC
to be used for such registration and the sales contemplated to be made thereby
under the Securities Act, and all amendments and supplements to such
Registration Statement, including any pre- and post- effective amendments
thereto, in each case including the prospectus contained therein, all exhibits
thereto and all materials incorporated by reference therein.

                  (g) "Registrable Securities" shall mean all or any shares of
(i) Osage Stock or other equity securities of the Company that may be issued to
the Holders pursuant to Section 1.2 of the Stock Purchase Agreement (including
those that are deposited in escrow pursuant to Section 1.5 of the Stock Purchase
Agreement and the Escrow Agreement referred to therein) and (ii) any and all
Additional Shares that may be issued to the Holders pursuant to Section 1.3 of
the Stock Purchase Agreement, and any additional shares of Common Stock or other
equity securities of the Company issued or issuable after the date hereof in
respect of any such securities (or other equity securities issued in respect
thereof) by way of a stock dividend or stock split, in connection with a
combination, exchange, reorganization, recapitalization or reclassification of
Company securities, or pursuant to a merger, division, consolidation or other
similar business transaction or combination involving the Company; provided
that: as to any particular shares of Registrable Securities, such securities
shall cease to constitute Registrable Securities (i) when a registration
statement with respect to the sale of such securities shall have become
effective under the Securities Act, (ii) such securities shall have been
disposed of (except to the successors and permitted transferees of the Holders);
(iii) when and to the extent such securities are permitted to be distributed
pursuant to Rule 144(k) (or any successor provision to such Rule) under the
Securities Act; or (iv) when such securities are otherwise freely transferable
to the public without further registration under the Securities Act.

                  (h) "SEC" shall mean the United States Securities and Exchange
Commission.

                  (i) "Trading Day" shall mean any day on which the New York
Stock Exchange is open for trading.

         Capitalized terms used in this Agreement and not otherwise defined
herein shall have the same meaning ascribed to them in the Stock Purchase
Agreement.

         2. Shelf Registration.

                  (a) The Company shall use it best efforts to prepare and file:
(i) not later than June 22, 1999, a Registration Statement with the SEC with
respect to the registration for resale of the Osage Stock distributed pursuant
to Section 1.2 of the Stock Purchase Agreement; (ii) not later than September
30, 2000, a Registration Statement with respect to the registration for resale
of the Additional Shares, if any, received pursuant to the Measurement Periods
for Year One and


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Year Two of the Earn-Out; and (iii) not later than September 30, 2001, a
Registration Statement with respect to the registration for resale of the
Additional Shares, if any, received pursuant to the Measurement Period for Year
Three of the Earn-Out. Notwithstanding the foregoing, the Company, at its sole
discretion, shall be permitted to file a single registration statement with
respect to all of the securities to be issued pursuant to the Stock Purchase
Agreement; provided that it is and remains effective during all of the times
that the Registration Statements referred to in clauses (i), (ii) and (iii),
above, would have been effective. The Company shall use its best efforts to, as
promptly as possible, have such Registration Statements declared effective for
the purpose of facilitating the public resale of such Registrable Securities.

                  (b) Notwithstanding anything to the contrary contained herein,
the Company's obligation in subparagraph 2(a) above shall extend only to the
inclusion of the Registrable Securities in a Registration Statement filed under
the Securities Act. The Company shall have no obligation to assure the terms and
conditions of distribution, to obtain a commitment from an underwriter relative
to the sale of the Registrable Securities or to otherwise assume any
responsibility for the manner, price or terms of the distribution of the
Registrable Securities. Furthermore, the Company shall not be restricted in any
manner from including within the Registration Statement the distribution,
issuance or resale of any of its or any other securities, unless there is a
reasonable probability in the opinion of counsel experienced in such matters
governed by the Securities Act, that the inclusion of securities other than
Registrable Securities would materially delay the effectiveness of the
Registration Statement.

                  (c) If at the time the Company is obligated to file a
Registration Statement hereunder, it has commenced the preparation of a
registration statement or has secured a commitment from a managing underwriter
in connection with an underwritten primary offering to be undertaken by the
Company in which only the Company and no other person will sell shares (the
"Primary Offering"), and the managing underwriter of such Primary Offering
advises the Company that the public resale of the Registrable Securities would
be likely to have a material adverse effect on the consummation of the Primary
Offering, then and in that event, the Company may delay the filing of the
Registration Statement with the SEC until ninety (90) days after the completion
of the Primary Offering, and the Holders agree not to sell, transfer or
otherwise dispose of the Registrable Securities (including private sales or
sales under Rule 144) until the effective date of the Registration Statement.

                  (d) Holders may decline to sell some or all of the Osage Stock
and Additional Shares pursuant to one or more of the Registration Statements
described in paragraph (a), above. Notwithstanding anything else provided in
this Agreement (including Section 1(g)), if one or more Holders shall have so
declined to sell some or all of his Osage Stock or Additional Shares, such
Holders may sell such unsold shares (together with any newly eligible shares)
pursuant to any subsequent Registration Statement described in paragraph (a),
above.

         3. Registration Procedures. Whenever it is obligated to register any
Registrable Securities pursuant to this Agreement, the Company shall:

                  (a) prepare and file with the SEC a Registration Statement
with respect to the Registrable Securities in the manner set forth in Section 2
hereof and use its best efforts to cause 




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such Registration Statement to become effective as promptly as possible and to
remain effective for that period identified in subparagraph 3(g) hereafter;

                  (b) 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 specified in subparagraph 3(g) below and to comply with the
provisions of the Securities Act with respect to the disposition of all
Registrable Securities covered by such Registration Statement in accordance with
the Holders' intended method of disposition set forth in such Registration
Statement for such period;

                  (c) furnish to the Holders and to each underwriter, if any,
such number of copies of the Registration Statement and the prospectus included
therein (including each preliminary prospectus), as such persons may reasonably
request in order to facilitate the public sale or other disposition of the
Registrable Securities covered by such Registration Statement;

                  (d) use its best efforts to register or qualify the
Registrable Securities covered by such Registration Statement under the
securities or blue sky laws of such jurisdictions as the Holders, or, in the
case of an underwritten public offering, the managing underwriter shall
reasonably request; provided, however, that the Company shall not for any such
purpose be required to qualify generally to transact business as a foreign
corporation in any jurisdiction where it is not so qualified or to consent to
general service of process in any such jurisdiction;

                  (e) immediately notify the Holders under such Registration
Statement and each underwriter, at any time when a prospectus relating thereto
is required to be delivered under the Securities Act, of the happening of any
event as a result of which the prospectus contained in such Registration
Statement, as then in effect, includes an untrue statement of a material fact or
omits to state any material fact required or necessary to be stated therein in
order to make the statements contained therein not misleading in light of the
circumstances under which they were made, and use its best efforts promptly to
prepare a supplement or amendment to the registration statement to correct such
untrue statement or omission, and deliver the number of copies of such
supplement or amendment to each Holder as such Holder may request;

                  (f) make available for inspection by the Holders, any
underwriter participating in any disposition pursuant to such Registration
Statement, and any attorney, accountant or other agent retained by the Holders
or 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 the Holders,
underwriter, attorney, accountant or agent in connection with such Registration
Statement;

                  (g) for purposes of subparagraphs 3(a) and 3(b) above, the
period of distribution of Registrable Securities shall be deemed to extend until
the earlier of: (A) in an underwritten public offering of all of the Registrable
Securities, the period in which each underwriter has completed the distribution
of all securities purchased by it; (B) in any other registration, a period of
three (3) years from the effective date of the first registration statement
filed pursuant to subparagraph 2(a) above; and (C) until the Registrable
Securities cease to be such.




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                  (h) to the extent that the Company has not already done so, if
the Common Stock is listed on any securities exchange or automated quotation
system, the Company shall use its best efforts to list (with the listing
application being made at the time of the filing of such Registration Statement
or as soon thereafter as is reasonably practicable) the Registrable Securities
covered by such Registration Statement on such exchange or automated quotation
system;

                  (i) enter into normal and customary underwriting arrangements
or an underwriting agreement and take all other reasonable and customary actions
if the Holders sell their shares of Registrable Securities pursuant to an
underwriting (however, in no event shall the Company, in connection with such
underwriting, be required to undertake any special audit of a fiscal period in
which an audit is normally not required);

                  (j) notify the Holders if there are any amendments to the
Registration Statement, any requests by the SEC to supplement or amend the
Registration Statement, or of any threat by the SEC or state securities
commission to undertake a stop order with respect to sales under the
Registration Statement; and

                  (k) cooperate in the timely removal of any restrictive legends
from the shares of Registrable Securities in connection with the resale of such
shares covered by an effective Registration Statement.

         4. Expenses.

                  (a) For the purposes of this Section 4, the term "Registration
Expenses" shall mean: all expenses incurred by the Company in complying with
Sections 2 and 3 of this Agreement, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel and independent public accountants for the Company, "blue sky" fees,
fees of the National Association of Securities Dealers, Inc. ("NASD"), fees and
expenses of listing shares of Registrable Securities on any securities exchange
or automated quotation system on which the Company's shares are listed and fees
of transfer agents and registrars. The term "Selling Expenses" shall mean: all
underwriting discounts and selling commissions applicable to the sale of
Registrable Securities and all accountable or non-accountable expenses paid to
any underwriter in respect of the sale of Registrable Securities.

                  (b) Except as otherwise provided herein, the Company will pay
all Registration Expenses in connection with the Registration Statement filed
pursuant to Section 2 of this Agreement. All Selling Expenses in connection with
any Registration Statement filed pursuant to Section 2 of this Agreement shall
be borne by the Holders unless the sale of other securities is covered by such
Registration Statement, in which event the Selling Expenses shall be borne by
the Holders in the proportion in which the number of shares sold by them bears
to the number of shares sold (by the Company or other persons) pursuant to such
Registration Statement.

         5. Obligations of the Holders.



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                  (a) In connection with the registration hereunder, the Holders
will furnish to the Company in writing such information with respect to Holders
and the securities held by Holders, and the proposed distribution by them as
shall be reasonably requested by the Company in order to assure compliance with
federal and applicable state securities laws, as a condition precedent to
including the Holders' Registrable Securities in the Registration Statement. The
Holders also shall agree to promptly notify the Company of any changes in such
information included in the Registration Statement or prospectus as a result of
which there is an untrue statement of material fact or an omission to state any
material fact required or necessary to be stated therein in order to make the
statements contained therein not misleading in light of the circumstances then
existing.

                  (b) In connection with the registration pursuant to this
Agreement, the Holders will not effect sales thereof pursuant to the
Registration Statement until the Registration Statement becomes effective
(notification of which will be given to the Holders immediately by the Company
by telephone and in writing), and thereafter will suspend such sales after
receipt of telephonic or written notice from the Company to suspend sales to
permit the Company to correct or update a Registration Statement or prospectus.
At the end of any period during which the Company is obligated to keep a
Registration Statement current, the Holders shall discontinue sales of shares
pursuant to such Registration Statement upon receipt of notice from (i) the
Company of its intention to remove from registration the shares covered by such
Registration Statement which remain unsold, and the Holders shall notify the
Company of the number of shares registered which remain unsold immediately upon
receipt of such notice from the Company.

         6. Information Blackout.

                  At any time when a Registration Statement effected pursuant to
Section 2 relating to Registrable Securities is effective, upon written notice
from the Company to the Holders that the Company has determined in good faith
that sale of Registrable Securities pursuant to the Registration Statement would
require disclosure of non-public material information, the Holders shall suspend
sales of Registrable Securities pursuant to such Registration Statement until
such time as the Company notifies the Holders that such material information has
been disclosed to the public or has ceased to be material or that sales pursuant
to such Registration Statement may otherwise be resumed; provided however, that
in no event shall such suspension be for a period of greater than 30 days.

         7. Indemnification.

                  (a) The Company agrees to indemnify, to the extent permitted
by law, the Holders against all losses, claims, damages, liabilities and
expenses (including reasonable attorney's fees and costs) joint or several, to
which any of them may become subject under the Securities Act or any other
statute or at common law, insofar as such liability (or action in respect
thereof) arises out of or is based upon (a) any alleged untrue statement of
material fact contained in any Registration Statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or (b) any alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, or any violation by the Company of the




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Securities Act or state securities or other blue sky laws applicable to the
Company in connection with such registration, except insofar as the same are
caused by or contained in any information furnished to the Company by the
Holders for use therein or by such Holders' failure to deliver a copy of the
Registration Statement or prospectus or any amendments or supplements thereto
after the Company has furnished the Holders with a sufficient number of copies
of the same.

                  (b) In connection with any Registration Statement in which
Holders are participating, the Holders shall 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, shall indemnify, jointly and severally, the Company, its
directors and officers and each Person who controls the Company (within the
meaning of the Securities Act) against any losses, claims, damages, liabilities
and expenses resulting from: (i) any untrue statement of material fact contained
in the Registration Statement, prospectus or preliminary prospectus or any
amendment thereof or supplement thereto or any 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 or affidavit so furnished by the Holders; and (ii)
any manner of sale or distribution of the Registrable Securities by the Holders
not in compliance with the method of distribution permitted in the Registration
Statement or otherwise in violation of applicable securities laws; provided that
the obligation to indemnify shall be limited to the net amount of proceeds
received by the Holders from the sale of Registrable Securities pursuant to such
Registration Statement.

                  (c) Any Person entitled to indemnification hereunder shall (i)
give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt
notice shall not impair any Person's right to indemnification hereunder to the
extent such failure has not prejudiced the indemnifying party) 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 shall not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent shall not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim shall 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.

                  (d) The indemnification provided for under this Agreement
shall 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 shall survive the transfer of securities.
The Company also agrees to make such provisions, as are reasonably requested by
any indemnified party, for contribution to such party in the event the Company's
indemnification is unavailable for any reason.




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         8. Miscellaneous Provisions.

                  (a) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois, without regard
to the laws that might otherwise govern under principles of conflicts of laws
applicable thereto.

                  (b) Counterparts. This Agreement may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.

                  (c) Amendments and Waivers. Except as otherwise provided
herein, the provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given without the written consent of the Company and the Holders.

                  (d) Notices. All communications under this Agreement shall be
sufficiently given if delivered by hand or by overnight courier or mailed by
registered or certified mail, postage prepaid, addressed,

                           (i)      if to the Company, to:

                                    Mr. Jack Leadbeater
                                    Chief Executive Officer
                                    Osage Systems Group, Inc.
                                    1661 Camelback Road, Suite 245
                                    Phoenix, Arizona  85016
                                    Telephone Number: (602) 241-5782

                                    with a copy to:

                                    Stephen M. Cohen, Esquire
                                    Buchanan Ingersoll, P.C.
                                    Eleven Penn Center
                                    1835 Market Street, 14th Floor
                                    Philadelphia, PA  19103
                                    Telephone Number: (215) 665-3873

                           (ii)     if to the Holders:

Mr. John Udelhofen                              Mr. Michael Durbin
525 Echo Lane                                   1044 Inverness LN
Palatine, Illinois 60067                        Telephone Number:  630-773-3953
Telephone Number:  847-359-9453





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Mr. David Durbin                                Mr. Brian Wolfe
5308 Velvet Bent Court                          400 E. Ohio #501
Naperville, Illinois 60564                      Chicago, Illinois 60611
Telephone Number:  630-904-7885                 Telephone Number:  312-943-8841





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                                    with a copy to:

                                    Michael J. Tuchman, Esquire
                                    Levenfeld, Eisenberg, Janger & Glassberg
                                    33 West Monroe Street
                                    Chicago, IL  60603-5448
                                    Telephone Number:  (312) 346-8380
                                    Telecopy Number:  (312) 346-8434

or, at such other address as any of the parties shall have furnished in writing
to the other parties hereto.

                  (e) Successors and Assigns; Holders as Beneficiaries. This
Agreement shall inure to the benefit of and be binding upon the parties and
their respective successors and permitted assigns, and the agreements of the
Company herein shall inure to the benefit of the Holders and their respective
successors and permitted assigns. A Holder shall be permitted to assign his
rights under this Agreement to any person related to him by blood or marriage
(including only his spouse, siblings, parents, children, grandchildren or their
spouses) or to any entity wholly owned by him or any such related persons or to
any trust of which Holder or any such related persons are the sole beneficiaries
(in the aggregate, the "permitted transferees") however, any such permitted
transferee must first agree to hold such shares in accordance with any
restrictions upon resale contained within the Stock Purchase Agreement.

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

                  (g) Entire Agreement; Survival; Termination. This 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 in respect of the subject matter contained herein. There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.




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


ATTEST:                                           OSAGE SYSTEMS GROUP, INC.


By: /s/ David S. Olson                            By: /s/ Jack R. Leadbeater
    -----------------------                           -------------------
                                                      Name:  Jack R. Leadbeater
                                                      Title: CEO


WITNESS:                                              HOLDERS


By: /s/ Russell Shapiro                               /s/ John Udelhofen
   -------------------------                          ------------------------
                                                      John Udelhofen


                                                      /s/ Michael Durbin
                                                      ------------------------
                                                      Michael Durbin


                                                      /s/ David Durbin
                                                      ------------------------
                                                      David Durbin


                                                      /s/ Brian Wolfe
                                                      ------------------------
                                                      Brian Wolfe



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