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                                                             Exhibit 4.2



                          REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement (this "Agreement") is entered into
as of April 6, 2001, by and among Aperian, Inc., a Delaware corporation (the
"Company") and the parties named on the signature pages hereto ("Sellers").

                                    RECITALS:

         A. The Company and FOURTHSTAGE TECHNOLOGIES, INC., an Arizona
corporation ("Fourthstage") are parties to that certain Merger Agreement dated
the date hereof (the "Merger Agreement"), pursuant to which Fourthstage is being
merged with and into a wholly-owned subsidiary of the Company.

         B. Pursuant to the terms of the Merger Agreement, the consideration
that the shareholders of Fourthstage are to receive in the Merger is in the form
of (i) certain cash amounts, (ii) shares of the Company's Series A, 18%
cumulative convertible redeemable preferred stock, par value $.01 per share
("Preferred Stock"), and (iii) shares of the Company's common stock, par value
$.01 per share ("Common Stock").

         C. Pursuant to the terms of the Merger Agreement, the Company has
agreed to register the shares of Common Stock together with any other Common
Stock issued if and when the Preferred Stock is converted into Common Stock in
accordance with applicable laws and not otherwise received by the Seller
thereunder pursuant to the terms and conditions set forth herein (collectively,
"Merger Shares").

                                   AGREEMENTS:

         NOW, THEREFORE, for valuable consideration received and to be received
pursuant to this Agreement and the Merger Agreement, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

         Definitions. As used herein, the following terms shall have the
meanings indicated.

         "Commission" means the Securities and Exchange Commission.

         "Company Securities" means, collectively, the Common Stock and the
Preferred Stock received by the Sellers in the Merger.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

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

         "Seller" shall mean each of the holders of record of share of common
stock of Fourthstage immediately prior to the Merger or any holder of such
shares who may obtain beneficial interest in and to such shares following the
Merger.


Registration of Rights Agreement - Page 1
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         Other terms used in this Agreement shall have the definitions for such
terms set forth in the Merger Agreement unless otherwise defined herein.

         1. Registration of Common Stock. The Company shall use its best efforts
to prepare and file with the Commission a registration statement on Form S-3 (or
if Form S-3 or a successor form is not then available to the Company, on such
form of registration statement as is then available) to effect a registration of
the Common Stock (the "Registration Statement") to register all of the Merger
Shares together with any other shares of Common Stock held by the Sellers after
the Closing, ("Registrable Securities") for resale by the Sellers in
non-underwritten, market transactions within forty-five (45) days following the
Closing, and shall also use its best efforts to cause the Registration Statement
to become effective as soon as practicable after such filing but in no event
later than one-hundred twenty (120) days of the Closing. The number of shares of
Common Stock initially included in such Registration Statement shall equal the
number of shares of Common Stock issued to the Sellers at the Closing plus the
number of shares of Common Stock that are then issuable upon conversion of the
Preferred Stock. The Registration Statement, to the extent allowable under the
1933 Act and the rules and regulations promulgated thereunder (including Rule
416), shall state that such Registration Statement also covers such
indeterminate number of additional shares of Common Stock as may become issuable
upon conversion of the Preferred Stock to prevent dilution resulting from stock
splits, stock dividends or similar transactions, and to the extent necessary
such Registration Statement shall be amended from time to time to cover
additional Registrable Securities of the Sellers. The Company shall amend the
Registration Statement after the Closing, as necessary, to include Common Stock
acquired by Sellers that are affiliates of the Company. If circumstances or
causes beyond the reasonable control of the Company should arise, then there
shall be no liability assessed against the Company for the failure to either
file or make effective the Registration Statement within such time frame as
specified above. The Company shall, at least ten (10) business days before
filing such Registration Statement, provide a draft to the Shareholder Agent and
any counsel designated in writing by the Shareholder Agent for review and
comment.

         2. Continuation of Registration. The Company shall use its best efforts
to keep the Registration Statement effective including promptly preparing and
filing with the Commission such amendments and supplements to the Registration
Statement and the prospectus used in connection therewith as may be necessary to
keep the Registration Statement effective until such date when either all of the
Registrable Securities have been sold by the Sellers pursuant thereto or, by
reason of Rule 144(k) under the Securities Act or any other rule of similar
effect, the Registrable Securities are no longer required to be registered for
the resale thereof by the Sellers in ordinary market transactions without
imposition of any volume limitations (the "Registration Period") and the Company
shall furnish the Sellers copies of any such supplement or amendment promptly
after its being used or filed with the Commission. The Company shall promptly
furnish to Seller and its agent such number of copies of prospectuses and
preliminary prospectuses in conformity with the requirements of the Securities
Act as such Seller or its agent may reasonably request, in order to facilitate
the public sale or other disposition of all or any of the Registrable Securities
by such Seller.

         3. Blue Sky Clearance. The Company shall use its best efforts to
register or qualify the Registrable Securities under such other securities or
blue sky laws of such jurisdictions as


Registration of Rights Agreement - Page 2
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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 owed by such
Seller; provided, however, that the Company shall not be required to (i) qualify
to do business or consent to service of process in any jurisdiction in which it
is not now so qualified or has not so consented, (ii) subject itself to general
taxation in any such jurisdiction, (iii) provide any undertakings that cause the
Company undue burden or expense or (iv) make any change in its charter or
bylaws.

         4. Additional Agreements of the Company. (a) The Company shall promptly
inform each Seller when any stop order has been issued with respect to the
Registration Statement including a Registration Statement under Section 7 hereof
and use its best efforts to promptly cause such stop order to be withdrawn; and
(b) cause all such Registrable Securities to be listed or authorized for
quotation on each securities exchange or automated quotation system on which
similar securities issued by the Company are then listed on or quoted.

         5. Prospectus Requirement. The Company shall notify each Seller whose
shares are registered on a Registration Statement including a Registration
Statement under Section 7 hereof at any time when a prospectus relating to any
Registrable Securities covered by such Registration Statement is required to be
delivered under the Securities Act, of the happening of any event as a result of
which the prospectus included in such Registration Statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing and promptly file
such amendments and supplements as may be necessary so that, as thereafter
delivered to such Sellers of such Registrable Securities, such prospectus shall
not include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing and use its best
efforts to cause each such amendment and supplement to become effective.

         6. Registration Expenses. The Company shall bear all expenses in
connection with its performance of or compliance with this Agreement and the
registration of the Registrable Securities pursuant to the Registration
Statement, other than (i) fees and expenses, if any, of counsel of other
advisers to the Sellers or any of them, or (ii) broker's commissions and
discounts or fees of any nature relating to such sales.

         7.       Piggyback Registration.

                  (a) Subject to the provisions of this Agreement, if the
Company proposes to file a registration statement under the Securities Act,
including a Registration Statement pursuant to Section 1, with respect to an
underwritten offering of any equity securities by the Company for its own
account or for the account of any of its equity holders (other than a
registration statement on Form S-4 or S-8 or any substitute form that may be
adopted by the Commission or any registration statement filed in connection with
an exchange offer or offering of securities solely to the Company's existing
security holders), then the Company shall give written notice of such proposed
filing to the holders of Registrable Securities as soon as practicable (but in
no event less than thirty (30) days before the anticipated initial filing date
of such registration


Registration of Rights Agreement - Page 3
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statement), and such notice shall offer such holders the opportunity to register
such number of Registrable Securities as each such holder may request (a
"Piggyback Registration"). Subject to Subsection 7(b) hereof, the Company shall
include in each such Piggyback Registration all Registrable Securities requested
to be included in the registration for such offering; provided; however, that
such request shall be received by the Company within fifteen (15) days after the
receipt of the Company's notice of such Piggyback Registration. The Company may
at any time withdraw or cease proceeding with such registration. Each holder of
Registrable Securities shall be permitted to withdraw all or part of such
holder's Registrable Securities from a Piggyback Registration at any time prior
to the effective date thereof.

                  (b) The Company shall use all commercially reasonable efforts
to cause the managing underwriter or underwriters of a proposed underwritten
offering to permit the Registrable Securities requested to be included in the
registration statement for such offering under Subsection 7(a) ("Piggyback
Securities"), to be included on the same terms and conditions as any similar
securities included therein. Notwithstanding the foregoing, the Company shall
not be required to include any holder's Piggyback Securities in such offering
unless such holder accepts the terms of the underwriting agreement between the
Company and the managing underwriter or underwriters and otherwise complies with
the provision of Section 13 below. In all other offerings that are underwritten,
if the managing underwriter or underwriters of such proposed underwritten
offering advise the Company in writing that in their opinion the total amount of
securities, including Piggyback Securities, to be included in such offering is
sufficiently large to cause a material adverse effect to the price or success of
the offering (a "Registration Material Adverse Effect"), then in such event the
securities to be included in such offering shall be allocated first to the
Company, second, to the selling equity holders originally demanding such
registration pursuant to registration rights that they acquired prior to the
Closing, and then, to the extent that any additional securities can, in the
opinion of such managing underwriter or underwriters, be sold without such
Registration Material Adverse Effect, pro rata among the holders of Piggyback
Securities and other selling equity holders holding piggyback registration
rights that they acquired prior to the Closing, on the basis of the number of
outstanding shares of Common Stock requested to be included in such registration
by each such holder.

         8. Transfer of Registrable Securities. Each Seller agrees that it will
not effect any disposition of Registrable Securities except as contemplated in
the Registration Statement or as otherwise in compliance with applicable
securities laws, and that it will promptly notify the Company of any material
changes in the information set forth in the Registration Statement regarding the
Seller or its plan of distribution. Without limitation, the Seller understands
that (i) it may not use Registrable Securities to cover a short position in
shares of the Company's Common Stock created prior to the effective date of the
Registration Statement, and (ii) it must deliver a prospectus in connection with
any short sale of the Registrable Securities unless it is exempt from such
requirement.


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         9.       Indemnification.  For the purpose of this Section 9:

                  (a) the term "Selling Stockholder" shall include the Seller,
         its officers, directors, agent and/or trustees and any affiliate or
         controlling person of such Seller or any permitted assign hereunder;

                  (b) the term "Registration Statement" shall include any final
         prospectus, exhibit, supplement or amendment included in or relating to
         the Registration Statement referred to in Sections 1 or 7; and

                  (c) The term "untrue statement" shall include any untrue
         statement or alleged untrue statement, or any omission or alleged
         omission to state in the Registration Statement a material fact
         required to be stated therein or necessary to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading.

         The Company agrees to indemnify and hold harmless each Selling
Stockholder from and against any losses, claims, damages or liabilities to which
such Selling Stockholder may become subject (under the Securities Act or
otherwise) insofar as such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) arise out of, or are based upon, any untrue
statement of a material fact contained in the Registration Statement or any
omission or alleged omission of a material fact, or arise out of any failure by
the Company to fulfill any agreement, covenant or undertaking contained herein
and the Company will reimburse such Selling Stockholder for any reasonable legal
or other documented expense reasonably incurred, as such expenses are incurred
in investigating, defending or preparing to defend any such action, proceeding
or claim; provided, however, that the Company shall not be liable in any such
case to the extent that such loss, claim damage or liability arises out of, or
is based upon, (i) an untrue statement made in the Registration Statement in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of such Selling Stockholder specifically for use in the
Registration Statement (which shall be deemed to include in the Registration
Statement Questionnaire (as hereinafter defined and the information set forth in
the plan of distribution section of the prospectus to the extent that it relates
to the distribution of such Selling Shareholder's Registrable Securities), (ii)
the failure of such Selling Stockholder to comply with the covenants and
agreements contained herein respecting transfer of sale of Registrable
Securities or to which such Selling Stockholder may otherwise be subject, or
(iii) any statement or omission in any prospectus of which such Selling
Stockholder is notified or that is corrected in any subsequent prospectus that
was delivered to such Selling Stockholder prior to the pertinent sale or sales
by such Selling Stockholder. The Company shall also not be liable for amounts
paid in settlement of any loss, claim, damage or liability if such settlement is
effected without the prior written consent of the Company.

         Each Selling Stockholder agrees to indemnify and hold harmless the
Company (and each person, if any, who controls the Company within the meaning of
Section 15 of the Securities Act, each officer of the Company who signs the
Registration Statement and each director of the Company) from and against any
losses, claims, damages or liabilities to which the Company (or any such
officer, director or controlling person) may become subject (under the
Securities Act or otherwise), insofar as such losses, claims, damages or
liabilities (or actions or proceedings in


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respect thereof) arise out of, or are based upon, or any failure by such Selling
Stockholder to comply with the covenants and agreements contained herein, or any
untrue statement of a material fact or any omission or alleged omission of a
material fact contained in the Registration Statement if such untrue statement
or omission was made in reliance upon and in conformity with written information
furnished by or on behalf of such Selling Stockholder specifically for use in
the Registration Statement. Each Selling Stockholder will reimburse the Company
(or such officer, director or controlling person, as the case may be), for any
legal or other documented expenses reasonably incurred in investigating,
defending or preparing to defend any such action proceeding or claim. Each
Selling Stockholder agrees that the information regarding such Selling
Stockholder or its officers, directors and affiliates and its intended plan of
distribution of the Registrable Securities set forth in the Registration
Statement questionnaire (as completed by each Seller, the "Registration
Statement Questionnaire"), or included from time to time in the Registration
Statement (including without limitation the plan of distribution section of the
Registration Statement) shall be deemed to be written information furnished to
the Company by or on behalf of the Seller specifically for use in the
Registration Statement. The foregoing indemnification shall be limited in amount
as to each Selling Stockholder to the proceeds received by such Selling
Stockholder upon the sale of Registrable Securities.

         Promptly after receipt by any indemnified person of a notice of a claim
or the beginning of any action in respect of which indemnity is to be sought
against an indemnifying person pursuant to this Section 9, such indemnified
person shall notify the indemnifying person in writing of such claim or of the
commencement of such action; provided, however, that any failure by an
indemnified person to notify an indemnifying person shall not relieve the
indemnifying person from its obligations hereunder except to the extent that the
indemnifying person is materially prejudiced thereby. Subject to the provisions
hereinafter stated, in case any such action shall be brought against an
indemnified person and such indemnifying person shall have been notified
thereof, such indemnifying person shall be entitled to participate therein, and,
to the extent it shall wish, to assume and control the defense thereof, with
counsel reasonably satisfactory to such indemnified person. After notice from
the indemnifying person to such indemnified person of its election to assume the
defense thereof, such indemnifying person shall not be liable to such
indemnified person for any legal expenses subsequently incurred by such
indemnified person in connection with the defense thereof; provided, however,
that if there exists a conflict of interest that would make it inappropriate, in
the opinion of counsel to the indemnified person, for the same counsel to
represent both the indemnified person and such indemnifying person or any
affiliate or associate thereof, the indemnified person shall be entitled to
retain its own counsel at the expense of such indemnifying person; provided,
further, however, that no indemnifying person shall be responsible for the fees
and expenses of more than one separate counsel for all indemnified parties
hereunder.

         If the indemnification provided for in this Section 9 from the
indemnifying person would be applicable by its terms but is otherwise
unavailable, as determined by a court of applicable jurisdiction, to an
indemnified person hereunder in respect of any losses, claims, damages,
liabilities or expenses referred to herein, then the indemnifying person, in
lieu of indemnifying such indemnified person, shall contribute to the amount
paid or payable by such indemnified person as a result of such losses, claims,
damages and liabilities or expenses in such proportion as is appropriate to
reflect the relative fault of the indemnifying person and indemnified persons


Registration of Rights Agreement - Page 6
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in connection with the actions which resulted in such losses claims, damages,
liabilities or expenses, as well as any other relevant equitable considerations.
The relative fault of such indemnifying person and indemnified person shall be
determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact, has been
made by, or relates to information supplied by, such indemnifying person or
indemnified person, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action. The amount paid
or payable by a party as a result of the losses, claims, damages, liabilities
and expenses referred to above shall be deemed to include, subject to the
limitations set forth in this Section 9, any reasonable legal or other fees or
expenses reasonably incurred by such party in connection with any investigation
or proceeding.

         The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 9 were determined by pro rata allocation
or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 9, no Selling Stockholder shall
be required to contribute any amount in excess of the dollar amount of the
proceeds received by such Selling Stockholder upon the sale of such Selling
Stockholder's Registrable Securities. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.

         10. Termination of Conditions and Obligations. Any conditions imposed
by this Agreement or the Merger Agreement upon the transferability of
Registrable Securities shall cease and terminate as to any particular number of
Registrable Securities when such Registrable Securities shall have been
effectively registered under the Securities Act and sold or otherwise disposed
of in accordance with the intended method of disposition set forth in the
Registration Statement, or at such time as an opinion of counsel satisfactory to
the Company shall have been rendered to the effect that such conditions are not
necessary in order to comply with the Securities Act.

         11. Continued Availability of Information. So long as the Registration
Statement is effective covering the resale of Registrable Securities owned by
the Sellers, the Company will furnish to each Seller:

                  (a) as soon as practicable after available (but in the case of
         the Company's Annual Report to Stockholders, within 120 days after the
         end of each fiscal year of the Company), one copy of (i) its Annual
         Report to Stockholders (which Annual Report shall contain financial
         statements audited in accordance with generally accepted accounting
         principles by a firm of certified public accounts), (ii) if not
         included in substance in the Annual Report to Stockholders, its Annual
         Report on Form 10-KSB or Form 10-K, as applicable, (iii) any quarterly
         reports to stockholders, and if not included in substance in its
         quarterly reports to stockholders, its quarterly reports on Form 10-QSB
         or Form 10-Q, as applicable, and (iv) a full copy of the Registration
         Statement (the foregoing, in each case, excluding exhibits);


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                  (b) upon the reasonable request of a Seller or its agent, all
         exhibits excluded by the parenthetical to subparagraph (a)(iv) of this
         Section 11 and all other information that is made available to
         shareholders generally; and

                  (c) upon the reasonable request of a Seller or its agent, an
         adequate number of copies of the prospectuses to supply to any other
         party requiring such prospectuses; and the Company, upon the reasonable
         request of a Seller or its agent, will meet with the Seller or a
         representative thereof at the Company's headquarters to discuss all
         information relevant for disclosure in the Registration Statement and
         will otherwise cooperate with any Seller conducting an investigation
         for the purpose of reducing or eliminating such Seller's exposure to
         liability under the Securities Act, including the reasonable production
         at the Company's headquarters of non-confidential information (and,
         upon execution of a confidentiality agreement satisfactory to the
         Company, confidential information).

         12. Reports under Exchange Act. With a view to making available to the
Sellers the benefits of Rule 144 promulgated under the Securities Act and any
other rule or regulation of the Commission that may at any time permit a Seller
to sell Registrable Securities to the public without registration, and with a
view to making it possible to register the Registrable Securities pursuant to a
registration on Form S-3, the Company agrees to:

                  (a) make and keep available public information, as understood
         and defined in Rule 144, at all times;

                  (b) file with the Commission in a timely manner all reports
         and other documents required of the Company under the Securities Act
         and the Exchange Act; and

                  (c) furnish to a Seller owning any Registrable Securities or
its agent upon reasonable request (i) a written statement by the Company that it
has complied with the reporting requirements of Rule 144, the Securities Act and
the Exchange Act, or that it qualifies as a registrant whose Registrable
Securities may be resold pursuant to Form S-3 (at any time after it so
qualifies), (ii) a copy of the most recent annual or quarterly report of the
Company and such other reports and documents so filed by the Company and (iii)
such other information as may be reasonably required in availing any Seller of
Registrable Securities of any rule or regulation of the Commission which permits
the selling of any such Registrable Securities without registration or pursuant
to such form.

         13. Participation in Underwritten Registrations. No holder of
Registrable Securities may participate in any underwritten registration
hereunder unless such holder (i) agrees to sell such holder's Registrable
Securities on the basis provided in any underwriting arrangements approved by
the person entitled to approve such arrangements, and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements and this Agreement.


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         14.      Miscellaneous.

                  (a) Amendments and Waivers. 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 other than as initially
agreed upon in writing by the Company and Sellers holding at least a majority of
the Registrable Securities.

                  (b) Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand delivery, registered
first-class mail, telex, telecopier or air courier guaranteeing overnight
delivery:

                     If to any Seller to:      c/o Kevin P. Craig
                                               3030 North 3rd Street, Suite 910
                                               Phoenix, Arizona 85012
                                               Facsimile: (602) 776-0885

                     If to the Company to:     Aperian, Inc.
                                               1800 Valley View Lane, Suite 400
                                               Dallas, Texas 75234
                                               Attn:  Peter Lorenzen
                                               Facsimile: (469) 522-6062

                  (c) Successors and Assigns. No Seller shall assign any rights
or benefits under this Agreement without the prior written consent of the
Company.

                  (d) Counterparts. This Agreement may be executed in a number
of identical counterparts and it shall not be necessary for the Company and the
Sellers to execute each of such counterparts, but when each has executed and
delivered one or more of such counterparts, the several parts, when taken
together, shall be deemed to constitute one and the same instrument, enforceable
against each in accordance with the terms. In making proof of this Agreement, it
shall not be necessary to produce or account for more than one such counterpart
executed by the party against whom enforcement of this Agreement is sought.

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

                  (f) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OR CHOICE OF LAW.

                  (g) Severability. If any provision of this Agreement is held
to be illegal, invalid or unenforceable under present or future laws effective
during the term of this Agreement, such provision shall be fully severable; this
Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part of this Agreement; and the
remaining provisions of this Agreement shall remain in full force and effect


Registration of Rights Agreement - Page 9
<PAGE>   10
and shall not be affected by the illegal, invalid or unenforceable provision or
by its severance from this Agreement. Furthermore, in lieu of each such illegal,
invalid and unenforceable provision, there shall be added automatically as a
part of this Agreement a provision as similar in terms to such illegal, invalid
or unenforceable provision as may be possible and be legal, valid and
enforceable.

                  (h) Entire Agreement. This Agreement is intended by the
Company and the Sellers as a final expression of their agreement and is intended
to be a complete and exclusive statement of their agreement and understanding in
respect of the subject matter contained herein. This Agreement supersedes all
prior agreements and understandings between the Company and the Sellers with
respect to such subject matter.

                  (i) Third Party Beneficiaries. Other than indemnified parties
not a party hereto, this Agreement is intended for the benefit of the Company
and the Sellers and their respective successors and assigns and is not for the
benefit of, nor may any provision hereof be enforced by, any other person or
entity.

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

                            [Signature Page Follows]


Registration of Rights Agreement - Page 10
<PAGE>   11
                                 SIGNATURE PAGE



APERIAN, INC.


By: __________________________________
Printed Name:_________________________
Title:________________________________



SELLER:


______________________________________


By: __________________________________
Printed Name:_________________________
Title:_______________________________




Registration of Rights Agreement - Page 11
<PAGE>   12

--------------------------------------
Name: Chris Donahue


--------------------------------------
Name: Kevin P. Craig


--------------------------------------
Name: Lee Collins


--------------------------------------
Name: Dave Drabo


--------------------------------------
Name: Mark Weiss


--------------------------------------
Name: Harry Weiss


--------------------------------------
Name: Farley Weiss


--------------------------------------
Name: Jeff Weiss


--------------------------------------
Name: Craig Weiss

Registration of Rights Agreement - Page 12
<PAGE>   13
VAN DE VREDE FAMILY TRUST

By:
   -----------------------------------
Name:
Title:



TRIPLE FIVE INVESTMENTS

By:
   -----------------------------------
Name:
Title:



REGENT NET LLC

By:
   -----------------------------------
Name:
Title:


Registration of Rights Agreement - Page 13