<PAGE>   1


                                                                    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


1

<PAGE>   2





mean any registration statement of the Company which covers any of the
Registrable Shares, and all amendments and supplements to any such 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


2

<PAGE>   3


   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 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-


3

<PAGE>   4





         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 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



4


<PAGE>   5
         order to expedite or facilitate the disposition of such Registrable
         Shares;


         (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




5









<PAGE>   6
         included in such registration statement for sale in any 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


6



<PAGE>   7



         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 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



7



<PAGE>   8




         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 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



8



<PAGE>   9




         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 (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


9





<PAGE>   10




                  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 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:



10


<PAGE>   11



         (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 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.



11



<PAGE>   12




(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 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:
                                    Name:
                                    Title:


                 [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:

                                  -----------------------------
                                  Name of Stockholder


                                  By:
                                  Name:
                                  Title:



14





<PAGE>   15




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


                                  STOCKHOLDER:






                                  By:
                                  Name:
                                  Title:




15