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                                                                   Exhibit 10.29




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                            STOCK PURCHASE AGREEMENT

                                 BY AND BETWEEN

                               OPUS360 CORPORATION

                                       AND

                                  DELL USA L.P.

                             -----------------------

                          DATED AS OF FEBRUARY 28, 2000





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                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                     PAGE

<S>                                                                   <C>
ARTICLE I AGREEMENT TO PURCHASE AND SELL STOCK.........................1

ARTICLE II CLOSING DATE; DELIVERY......................................1

   2.1    CLOSING DATE.................................................1
   2.2    DELIVERY.....................................................2

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY..............2

   3.1    ORGANIZATION.................................................2
   3.2    AUTHORIZATION................................................3
   3.3    NO CONFLICT..................................................3
   3.4    PROSPECTUS...................................................3

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.............4

   4.1    ORGANIZATION.................................................4
   4.2    AUTHORITY....................................................4
   4.3    NO CONFLICT..................................................4
   4.4    INVESTMENT...................................................4
   4.5    DISCLOSURE OF INFORMATION....................................5
   4.6    INVESTMENT EXPERIENCE........................................5
   4.7    ACCREDITED INVESTOR STATUS...................................5
   4.8    RESTRICTED SECURITIES........................................5

ARTICLE V CONDITIONS TO OBLIGATION OF THE PURCHASER....................5

   5.1    REPRESENTATIONS AND WARRANTIES...............................6
   5.2    COVENANTS....................................................6
   5.3    NO ORDER PENDING.............................................6
   5.4    NO LAW PROHIBITING OR RESTRICTING SALE OF THE SHARES.........6
   5.5    REGISTRATION RIGHTS AGREEMENT................................6
   5.6    INITIAL PUBLIC OFFERING......................................6
   5.7    OPINION OF COUNSEL TO THE COMPANY............................6

ARTICLE VI CONDITIONS TO OBLIGATION OF THE COMPANY.....................6

   6.1    REPRESENTATIONS AND WARRANTIES...............................7
   6.2    COVENANTS....................................................7
   6.3    NO PROHIBITION...............................................7
   6.4    REGISTRATION RIGHTS AGREEMENT................................7
   6.5    INITIAL PUBLIC OFFERING......................................7

ARTICLE VII POST-CLOSING COVENANTS OF THE COMPANY......................7

   7.1    CURRENT PUBLIC INFORMATION...................................7
   7.2    PUBLIC DISCLOSURES...........................................8

ARTICLE VIII POST-CLOSING COVENANTS OF THE PURCHASER...................8

   8.1    RESTRICTIONS ON TRANSFER OF SHARES...........................8
   8.2    ACQUISITION OF STOCK.........................................8

ARTICLE IX MISCELLANEOUS...............................................9

   9.1    CERTAIN DEFINITIONS..........................................9
   9.2    GOVERNING LAW...............................................10
   9.3    SURVIVAL; TERMINATION OF COVENANTS..........................10
</TABLE>


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<TABLE>
<S>                                                                  <C>
   9.4    SUCCESSORS AND ASSIGNS......................................10
   9.5    ENTIRE AGREEMENT; AMENDMENT.................................10
   9.6    NOTICES.....................................................11
   9.7    BROKERS.....................................................12
   9.8    FEES, COSTS AND EXPENSES....................................12
   9.9    SEVERABILITY................................................12
   9.10   INITIAL PUBLIC ANNOUNCEMENT.................................12
</TABLE>


                                       ii
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                                                    This STOCK PURCHASE
                                           AGREEMENT (this "AGREEMENT") is made
                                           as of this 28th day of February,
                                           2000, by and between Opus360
                                           Corporation, a Delaware corporation
                                           (the "COMPANY"), and Dell USA L.P., a
                                           Texas Limited Partnership (the
                                           "PURCHASER").

                                    RECITALS

                  WHEREAS, the Company intends to consummate an initial public
offering (the "IPO") of shares of its common stock, $0.001 par value per share
("COMMON STOCK");

                  WHEREAS, contemporaneous with the closing of the IPO and upon
the terms and conditions hereinafter set forth, the Company desires to sell, and
the Purchaser desires to purchase, the Shares (as hereinafter defined);

                  WHEREAS, at or prior to Closing (as hereinafter defined), the
Company and the Purchaser shall enter into a registration rights agreement
substantially in the form attached hereto as EXHIBIT A (the "REGISTRATION RIGHTS
AGREEMENT").

                  NOW, THEREFORE, in consideration of the foregoing recitals,
the mutual promises hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

                                    ARTICLE I

                      AGREEMENT TO PURCHASE AND SELL STOCK

         Upon the terms and subject to the conditions of this Agreement, the
Company hereby agrees to sell to the Purchaser at the Closing, and the Purchaser
agrees to purchase from the Company at the Closing, the number of shares of
Common Stock, rounded down to the nearest whole number (the "SHARES") equal to
$14,000,000 (the "PURCHASE PRICE"), divided by the Per Share Purchase Price (as
hereinafter defined). As used herein, the "PER SHARE PURCHASE PRICE" shall be an
amount equal to the per share public offering price as it appears on the cover
page of the Company's final prospectus relating to the IPO, net of any
Underwriters' discounts and commissions; PROVIDED, HOWEVER, that the Per Share
Purchase Price shall not exceed $22.00.

                                   ARTICLE II

                             CLOSING DATE; DELIVERY

2.1      CLOSING DATE.

         The Closing of the purchase and sale of the Shares hereunder (the
"CLOSING") shall be held at the offices of O'Sullivan Graev & Karabell, LLP, 30
Rockefeller Plaza, New York, New York 10112 on the settlement date of the IPO
(but in no event after trading of Common Stock on the National Association of
Securities Dealers, Inc. Automated Quotation System has commenced) (the "CLOSING
DATE").


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2.2      DELIVERY.

         At the Closing, the Company will deliver to the Purchaser a certificate
or certificates representing the Shares against payment of the Purchase Price by
wire transfer of immediately available funds to an account designated by the
Company. The certificate or certificates representing the Shares shall be
subject to a legend restricting transfer under the Securities Act of 1933, as
amended (the "SECURITIES ACT"), and referring to restrictions on transfer
herein, such legend to be substantially as follows:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY
NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR AN
EXEMPTION THEREFROM.

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS ON TRANSFER, INCLUDING BY ANY SALE, PLEDGE OR OTHER HYPOTHECATION,
AS SET FORTH IN THE STOCK PURCHASE AGREEMENT DATED FEBRUARY 28, 2000, A COPY OF
WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."

         The Company agrees to remove the (i) legend set forth in the second
preceding paragraph if the Shares are sold pursuant to an effective registration
statement under the Securities Act or there is delivered to the Company an
opinion of nationally recognized counsel experienced in such matters in form and
substance reasonably satisfactory to the Company that the securities represented
thereby need no longer be subject to restrictions under the Securities Act and
(ii) legend set forth in the immediately preceding paragraph at such time as the
Shares may be transferred in compliance with the covenants of Section 7 hereof
or upon the termination of the covenants of Section 7 hereof as provided in
Section 8.3 hereof.

                                  ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company hereby represents and warrants to the Purchaser as follows:

3.1      ORGANIZATION.

         The Company is a corporation duly organized and validly existing under
the laws of the State of Delaware and is in good standing under such laws. The
Company has the requisite corporate power to own and operate its properties and
assets, and to carry on its business as presently conducted and as proposed to
be conducted. The Company is, or will be at or prior to the Closing, qualified
to do business as a foreign corporation in each jurisdiction in which the
ownership of its property or the nature of its business requires such
qualification, except where the failure to be so qualified would not have a
materially adverse effect on the Company and its subsidiaries, taken as a whole.
Each subsidiary of the Company is a corporation duly organized


                                       2
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and validly existing under the laws of the state of its incorporation and is in
good standing under such laws, except where the failure to be so organized,
validly existing and in good standing would not have a materially adverse effect
on the Company and its subsidiaries taken as a whole.

3.2      AUTHORIZATION.

         All corporate action on the part of the Company, its officers,
directors, stockholders and any third party, necessary for the authorization,
execution, delivery and performance of this Agreement and the Registration
Rights Agreement, and the authorization, sale, issuance and delivery of the
Shares hereunder, by the Company has been, or at or prior to the Closing will
be, taken. This Agreement and the Registration Rights Agreement has been or will
be at or prior to the Closing duly executed and delivered by the Company and
constitutes or will constitute a legal, valid and binding obligation of the
Company enforceable in accordance with their respective terms, except (i) as
such enforceability may be limited by any applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally, and general equitable principles (regardless of
whether such equitable principles are applied in a proceeding at law or in
equity) or (ii) as rights of indemnification under the Registration Rights
Agreement may be limited under applicable law. Upon their issuance and delivery
pursuant to this Agreement, the Shares will be validly issued, fully paid and
nonassessable and will be free of contractual restrictions except as set forth
in Section 2.2 of this Agreement and the Registration Rights Agreement. There
are no statutory or contractual stockholders preemptive rights or rights of
first refusal with respect to the Shares that have not been satisfied or waived.
Subject to the truth and accuracy of Purchaser's representations in Section 4 of
this Agreement, the offer, sale and issuance of Shares under this Agreement is
exempt from the registration requirements of any applicable federal or state
securities laws.

3.3      NO CONFLICT.

         The execution and delivery of this Agreement and the Registration
Rights Agreement does not, and the consummation of the transactions contemplated
hereby and thereby will not, conflict with, or result in any violation of, or
default under (with or without notice or lapse of time, or both), or give rise
to a right of termination, cancellation or acceleration of any obligation or
result in a loss of a material benefit under, any provision of the Certificate
of Incorporation or Bylaws of the Company or any mortgage, indenture, lease or
other material agreement, instrument, permit, concession, franchise, license,
judgment, order, decree, statute, law, ordinance, rule or regulation applicable
to the Company, its properties or assets, the effect of which could have a
material adverse effect on the Company and its subsidiaries, taken as a whole,
or materially impair or restrict the Company's ability to perform its
obligations as contemplated under this Agreement and the Registration Rights
Agreement.

3.4      PROSPECTUS.

         The final Prospectus first filed by the Company with the Securities and
Exchange Commission pursuant to Rule 424(b) under the Securities Act (the
"PROSPECTUS") did not as of its date and will not as of the Closing Date contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading; PROVIDED, that the Company makes no representation or warranty as to
any information contained in, or omitted


                                       3
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from, the Prospectus in reliance upon and in conformity with written information
relating to the Underwriters, furnished to the Company by or on behalf of the
Underwriters specifically for use therein.

                                   ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

         The Purchaser hereby represents and warrants to the Company as follows:

4.1      ORGANIZATION.

         The Purchaser is a limited partnership duly organized and validly
existing and in good standing under the laws of the State of Texas, with all
requisite corporate power and authority to own, lease and operate its properties
and to conduct its business as now being conducted.

4.2      AUTHORITY.

         All corporate action on the part of the Purchaser necessary for the
authorization, execution, delivery and performance of this Agreement and the
Registration Rights Agreement by the Purchaser has been, or at or prior to the
Closing will be, taken. This Agreement and the Registration Rights Agreement has
been or will be at or prior to Closing duly executed and delivered by the
Purchaser and constitutes or will constitute legal, valid and binding
obligations of the Purchaser, enforceable in accordance with their respective
terms, except as such enforceability may be limited by any applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors' rights generally, and general equitable
principles (regardless of whether such equitable principles are applied in a
proceeding at law or in equity).

4.3      NO CONFLICT.

         The execution and delivery of this Agreement and the Registration
Rights Agreement does not, and the consummation of the transactions contemplated
hereby and thereby will not, conflict with, or result in any violation of, or
default under (with or without notice or lapse of time, or both), or give rise
to a right of termination, cancellation or acceleration of any obligation or
result in a loss of a material benefit under, any provision of the Certificate
of Limited Partnership or Limited Partnership Agreement of the Purchaser or any
mortgage, indenture, lease or other material agreement, instrument, permit,
concession, franchise, license, judgment, order, decree, statute, law,
ordinance, rule or regulation applicable to the Purchaser, its properties or
assets, the effect of which could have a material adverse effect on the
Purchaser or materially impair or restrict the Purchaser's ability to perform
its obligations as contemplated under this Agreement and the Registration Rights
Agreement.

4.4      INVESTMENT.

         The Purchaser is acquiring the Shares for investment for its own
account, not as a nominee or agent, and not with a view to, or for resale in
connection with, any distribution thereof. The Purchaser understands that the
Shares have not been registered under the Securities


                                       4
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Act by reason of a specific exemption from the registration provisions of the
Securities Act which depends upon, among other things, the bona fide nature of
the investment intent and the accuracy of the Purchaser's representations and
warranties contained herein.

4.5      DISCLOSURE OF INFORMATION.

         The Purchaser acknowledges that neither the Company or FleetBoston
Robertson Stephens Inc., J.P. Morgan & Co., Bear Stearns & Co. Inc., E*OFFERING
Corp. or any other member of the underwriting syndicate for the IPO (the
"Underwriters"), nor any person representing the Company or the Underwriters,
has made any representations or provided any information to the Purchaser with
respect to the Company, the IPO or the Shares, other than the Prospectus and as
stated in this Agreement and Registration Rights Agreement upon which the
Purchaser is solely relying in making its investment decision with respect to
the Shares.

4.6      INVESTMENT EXPERIENCE.

         The Purchaser understands that the purchase of the Shares involves
substantial risk. The Purchaser has experience as an investor in securities of
companies and acknowledges that it is able to fend for itself, can bear the
economic risk of its investment in the Shares, including a total loss of its
investment, and has such knowledge and experience in financial or business
matters that it is capable of evaluating the merits and risks of an investment
in the Shares and protecting its own interests in connection with this
investment.

4.7      ACCREDITED INVESTOR STATUS.

         The Purchaser is an "accredited investor" within the meaning of
Regulation D promulgated under the Securities Act.

4.8      RESTRICTED SECURITIES.

         The Purchaser understands that the Shares to be purchased by the
Purchaser hereunder are "restricted securities" as defined in Rule 144 under the
Securities Act inasmuch as they are being acquired from the Company in a
transaction not involving a public offering and that under the Securities Act
and applicable regulations thereunder such securities may be resold without
registration under the Securities Act only in certain limited circumstances. The
Purchaser is familiar with Rule 144 of the SEC, as presently in effect, and
understands the resale limitations imposed thereby and by the Securities Act.
The Purchaser understands that the Company is under no obligation to register
any of the Shares sold hereunder except as provided in the Registration Rights
Agreement.

                                    ARTICLE V

                    CONDITIONS TO OBLIGATION OF THE PURCHASER

         The Purchaser's obligation to purchase the Shares at the Closing is, at
the option of the Purchaser, which may waive any such conditions, subject to the
fulfillment on or prior to the Closing Date of the following conditions:


                                       5
<PAGE>


5.1      REPRESENTATIONS AND WARRANTIES.

         Each of the representations and warranties of the Company contained in
Section 3 will be true and correct in all material respects on and as of the
Closing Date with the same effect as though such representations and warranties
had been made as of the Closing Date. The Purchaser shall have received a
certificate signed by an officer of the Company to such effect on the Closing
Date.

5.2      COVENANTS.

         All covenants, agreements and conditions contained in this Agreement to
be performed by the Company on or prior to the Closing Date shall have been
performed or complied with in all material respects. The Purchaser shall have
received a certificate signed by an officer of the Company to such effect on the
Closing Date.

5.3      NO ORDER PENDING.

         There shall not then be in effect any order enjoining or restraining
the transactions contemplated by this Agreement or the Registration Rights
Agreement.

5.4      NO LAW PROHIBITING OR RESTRICTING SALE OF THE SHARES.

         There shall not be in effect any law, rule or regulation or a decree
prohibiting or restricting the sale of the Shares to the Purchaser, or requiring
any consent or approval of any Person which shall not have been obtained with
respect to the consummation of the transactions contemplated by this Agreement
(except as otherwise provided in this Agreement).

5.5      REGISTRATION RIGHTS AGREEMENT.

         The Company shall have executed and delivered the Registration Rights
Agreement.

5.6      INITIAL PUBLIC OFFERING.

         The Company shall have consummated the IPO prior to or
contemporaneously with the sale of the Shares hereunder.

5.7      OPINION OF COUNSEL TO THE COMPANY.

         The Purchaser shall have received an opinion of O'Sullivan Graev &
Karabell, LLP, counsel to the Company, reasonably acceptable to the Purchaser.

                                   ARTICLE VI

                     CONDITIONS TO OBLIGATION OF THE COMPANY

         The Company's obligation to sell and issue the Shares at the Closing
is, at the option of the Company, which may waive any such conditions, subject
to the fulfillment on or prior to the Closing Date of the following conditions:


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6.1      REPRESENTATIONS AND WARRANTIES.

         The representations and warranties of the Purchaser contained in
Section 4 will be true and correct in all material respects on and as of the
Closing Date with the same effect as though such representations and warranties
had been made as of the Closing Date. The Company shall have received a
certificate signed on behalf of the Purchaser by an officer of the Purchaser to
such effect on the Closing Date.

6.2      COVENANTS.

         All covenants, agreements and conditions contained in this Agreement to
be performed by the Purchaser on or prior to the Closing Date shall have been
performed or complied with in all material respects. The Company shall have
received a certificate signed on behalf of the Purchaser by an officer of the
Purchaser to such effect on the Closing Date.

6.3      NO PROHIBITION.

         There shall not be in effect any law, rule, regulation or order
enjoining, restraining or prohibiting the transactions contemplated by this
Agreement including, without limitation, the sale of the Shares.

6.4      REGISTRATION RIGHTS AGREEMENT.

         The Purchaser shall have executed and delivered the Registration Rights
Agreement.

6.5      INITIAL PUBLIC OFFERING.

         The Company shall have consummated the IPO prior to or
contemporaneously with the sale of the Shares hereunder.

                                  ARTICLE VII

                      POST-CLOSING COVENANTS OF THE COMPANY

         From and after the Closing, the Company covenants to the Purchaser as
follows:

7.1      CURRENT PUBLIC INFORMATION.

         At all times after the Company's Registration Statement on Form S-1, as
amended (the "REGISTRATION STATEMENT"), shall have become effective, the Company
shall file all reports required to be filed by it under the Securities Act and
the Securities Exchange Act and the rules and regulations adopted by the
Securities and Exchange Commission thereunder and shall take such further action
as the Purchaser may reasonably request, all to the extent required to enable
the Purchaser to avail itself of Rule 144 adopted by the Securities and Exchange
Commission under the Securities Act (as such rule may be amended from time t
time) or any similar rule or regulation hereafter adopted by the Securities and
Exchange Commission and Form S-2 or S-3 or any similar registration form
hereafter adopted by the Securities and Exchange Commission for resales of
securities. Upon request, the Company shall deliver to the Purchaser a written
statement as to whether it has complied with such requirements.


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7.2      PUBLIC DISCLOSURES.

         The Company shall not, nor shall it permit any subsidiary of the
Purchaser to, disclose the Purchaser's (or any of their respective Affiliate's)
name or identity as an investor in the Company in any press release or other
public announcement or in any document or material filed with any governmental
entity, without first providing to the Purchaser a copy of such press release or
other public announcement for comment, except (i) as such disclosure is required
by applicable law or governmental regulations or by order of a court of
competent jurisdiction, in which case prior to making such disclosure the
Company shall give written notice to Purchaser (as applicable), describing in
reasonable detail the proposed content of such disclosure and shall permit
Purchaser (as applicable), to review and comment upon the form and substance of
such disclosure and (ii) as may be included in the Registration Statement, in
which case the Company will provide a copy of such disclosure to the Purchaser
reasonably in advance of its filing and an opportunity to comment on such
disclosure.

                                  ARTICLE VIII

                     POST-CLOSING COVENANTS OF THE PURCHASER

         From and after the Closing, the Purchaser covenants to the Company as
follows:

8.1      RESTRICTIONS ON TRANSFER OF SHARES.

         For a period of one year from the Closing Date, the Purchaser shall
not, directly or indirectly, sell, transfer, pledge or hypothecate any Shares
owned by it except (i) to the Company or any person or group approved in writing
by the Company, (ii) an entity of which the Purchaser or the Purchaser's Parent
owns a majority of the voting power entitled to be cast in the election of
directors (an "AFFILIATE"), so long as such Affiliate agrees prior to such
transfer to hold such Shares subject to all the provisions of this Agreement,
including this Section 8.1, and agrees to transfer such Shares to the Purchaser
or another Affiliate of the Purchaser or the Purchaser's Parent if it ceases to
be a Affiliate of the Purchaser or the Purchaser's Parent, or (iii) from and
after the day which is 270 days from the Closing Date, in any transaction by the
Purchaser to hedge, sell short, lend or otherwise cover the Purchaser's position
in the Shares; PROVIDED, HOWEVER, that the Purchaser or the Purchaser's
permitted assigns and transferees under subsection (i) and (ii) above, as
applicable, shall remain the owner of record of all Shares for a period of one
year from the Closing Date. Any transfer made in violation of this Section 8.1
is void.

8.2      ACQUISITION OF STOCK.

         The Purchaser shall advise management of the Company as to the
Purchaser's general plans to acquire, on the open market or otherwise, shares of
Common Stock, or rights thereto, equal to or in excess of 10% of the then
outstanding number of shares of Common Stock reasonably in advance of any such
acquisitions. All of the Purchaser's purchases of Common Stock shall be in
compliance with applicable laws and regulations and the provisions of this
Agreement.


                                       8
<PAGE>


                                   ARTICLE IX

                                  MISCELLANEOUS

9.1      CERTAIN DEFINITIONS.

         As used in this Agreement:

     (a) The term "VOTING STOCK" means the Common Stock and any other securities
issued by the Company or any successor thereto having the ordinary power to vote
in the election of directors of the Company (other than securities having such
power only upon the happening of a contingency).

     (b) The terms "BENEFICIAL OWNER," "BENEFICIAL OWNERSHIP" and "GROUP" shall
have the meaning comprehended by Section 13(d)(3) of the Exchange Act and the
rules and regulations promulgated thereunder.

     (c) The term "PERSON" shall mean any person, individual, corporation,
general or limited partnership, trust, limited liability company or other
non-governmental entity or any governmental agency, court, authority or other
body (whether foreign, federal, state, local or otherwise).

     (d) The term "CHANGE OF CONTROL" shall mean (i) an acquisition of Voting
Stock by a Person or group in a purchase or transaction or series of related
purchases or transactions if immediately thereafter such Person or group has
Beneficial Ownership of more than twenty-five percent (40%) of the combined
voting power of the Company's then outstanding Voting Stock; (ii) the
consummation of the transactions contemplated by an agreement providing for a
tender offer, merger, consolidation or reorganization, or series of such related
transactions involving the Company, unless the stockholders of the Company
immediately after such transaction or transactions are the Beneficial Owners of
at least twenty-five percent (25%) of the Voting Stock; (iii) a change or
changes in the membership of the Company's Board of Directors during any twelve
month period such that members who at the beginning of such period constituted
the Board of Directors (together with any new members whose election by such
Board of Directors or whose nomination for election by the stockholders of the
Company has been approved by a majority of the members then still in office who
either were members at the beginning of such period or whose election or
recommendation for election was previously so approved) cease to constitute a
majority of the Board of Directors of the Company; (iv) a sale, lease, exchange
or other transfer (in one or a series of related transactions) of all or
substantially all of the Company's assets or (v) the approval by the
stockholders of the Company of any plan or proposal of liquidation or
dissolution of the Company.

     (e) The term "INSOLVENCY PROCEEDING" shall mean (i) an assignment for the
benefit of creditors, (ii) the filing by or against the Company of a petition to
have Company adjudged insolvent, bankrupt or seeking a reorganization or
liquidation under any law relating to bankruptcy, insolvency or receivership,
(iii) an appointment of a receiver or trustee for all or substantially all of
the assets of the Company, (iv) a public admission in writing of the Company's
inability to pay its debts as they come due, or (v) the adoption of a plan of
liquidation or dissolution by the Board of Directors of the Company.


                                       9
<PAGE>


     (f) The term "SIGNIFICANT EVENT" means (i) any proposed amendment to the
Certificate of Incorporation or Bylaws of the Company (other than a proposal to
(x) increase the number of authorized shares of Common Stock or Preferred Stock;
provided such increase(s) is (are) not contrary to clause (v) of this Section
8.1 (f) or (y) split or reverse split of any class or series of capital stock of
the Company), (ii) a disposition by the Company (by way of merger, disposition
of assets or otherwise) of all or substantially all of its assets, (iii) a
recapitalization of the Company, (iv) a liquidation of the Company, or (v) any
vote pursuant to any provision of law or the Company's Certificate of
Incorporation or Bylaws requiring or permitting stockholders to approve any
business combination proposed by or with another Person or its affiliates which
have acquired more than 25% of the Company's shares or to grant voting rights to
such Person or to waive or adopt provisions requiring such a vote.

9.2      GOVERNING LAW.

         This Agreement will be governed by and construed in accordance with the
domestic laws of the State of New York, without giving effect to any choice of
law or conflicting provision or rule (whether of the State of New York, or any
other jurisdiction) that would cause the laws of any jurisdiction other than the
State of New York to be applied. In furtherance of the foregoing, the internal
law of the State of New York will control the interpretation and construction of
this Agreement, even if under such jurisdiction's choice of law or conflict of
law analysis, the substantive law of some other jurisdiction would ordinarily
apply.

9.3      SURVIVAL; TERMINATION OF COVENANTS.

         The representations and warranties in Sections 3 and 4 of this
Agreement shall not survive the Closing except for the representations and
warranties in Sections 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9 hereof which shall
continue to survive. The covenants of the Company and the Purchaser under
Section 7 and 8 hereof shall continue to survive; PROVIDED, that such covenants
shall terminate in the event of a Change of Control or Insolvency Proceeding;
PROVIDED, FURTHER, that such covenants shall terminate after the third
anniversary of the Closing Date if the Purchaser and its Affiliates own less
than 25% of the Shares.

9.4      SUCCESSORS AND ASSIGNS.

         This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and assigns.

9.5      ENTIRE AGREEMENT; AMENDMENT.

         This Agreement and the Registration Rights Agreement constitute the
full and entire understanding and agreement between the parties with regard to
the subject matter hereof and thereof and supersede all prior agreements and
understandings among the parties relating to the subject matter hereof. Neither
this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the party against whom
enforcement of any such amendment, waiver, discharge or termination is sought.
The enforceability and validity of this Agreement and the Registration Rights
Agreement are each to be determined separately and any finding that any one or
more of such agreements is invalid or no enforceable shall have no effect on the
validity or enforceability of this Agreement.


                                       10
<PAGE>


9.6      NOTICES.

         All notices, requests, demands or other communications which are
required or may be given pursuant to the terms of this Agreement shall be in
writing and shall be deemed to have been duly given: (i) on the date of delivery
if delivered by hand, (ii) upon the third day after such notice is (a) deposited
in the United States mail, if mailed by registered or certified mail, postage
prepaid, return receipt requested, or (b) sent by a nationally recognized
overnight express courier, (iii) by facsimile upon written confirmation (other
than the automatic confirmation that is received from the recipient's facsimile
machine) of receipt by the recipient of such notice or (iv) 24 hours after
sending if delivered by E-mail:

               (a)  if to the Company, to it at:

                    Opus 360 Corporation
                    733 Third Avenue, 17th Floor
                    New York, New York 10017
                    Attention:  Ari B. Horowitz
                    Tel:     (212) 301-2280
                    Fax:     (212) 599-8481

                    with a copy to:

                    O'Sullivan Graev & Karabell, LLP
                    30 Rockefeller Plaza
                    New York, New York 10112
                    Attention:  John J. Suydam
                    Tel:     (212) 728-5991
                    Fax:     (212) 408-2400

               (b)  if to the Purchaser, to it at:

                    Dell USA L.P.
                    Dell Ventures
                    c/o Dell Computer Corporation
                    Mail Stop 8066
                    One Dell Way
                    Round Rock, Texas 78682
                    Attention: Paul Legris

                    with a copy to:

                    Thomas H. Welch, Jr.
                    Vice President and Deputy General Counsel
                    Legal Department
                    Dell Computer Corporation
                    Mail Stop 8033
                    One Dell Way
                    Round Rock, Texas 78682


                                       11
<PAGE>


                      Barry Burgdorf
                      Vinson & Elkins L.L.P.
                      600 Congress Avenue, Suite 2700
                      Austin, Texas 78701
                      Tel:     (512) 495-8533
                      Fax:     (512) 236-3246

9.7      BROKERS.

     (a) The Company has not engaged, consented to or authorized any broker,
finder or intermediary to act on its behalf, directly or indirectly, as a
broker, finder or intermediary in connection with the transactions contemplated
by this Agreement. The Company hereby agrees to indemnify and hold harmless the
Purchaser from and against all fees, commissions or other payments owing to any
party acting on behalf of the Company hereunder.

     (b) The Purchaser has not engaged, consented to or authorized any broker,
finder or intermediary to act on its behalf, directly or indirectly, as a
broker, finder or intermediary in connection with the transactions contemplated
by this Agreement. The Purchaser hereby agrees to indemnify and hold harmless
the Company from and against all fees, commissions or other payments owing to
any party acting on behalf of the Purchaser hereunder.

9.8      FEES, COSTS AND EXPENSES.

         All fees, costs and expenses (including attorneys' fees and expenses)
incurred by either party hereto in connection with the preparation, negotiation
and execution of this Agreement and the Registration Rights Agreement, and the
consummation of the transactions contemplated hereby and thereby, shall be the
sole and exclusive responsibility of such party.

9.9      SEVERABILITY.

         If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction to be invalid, void or unenforceable,
the remainder of the terms, provisions, covenants and restriction of this
Agreement shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.

9.10     INITIAL PUBLIC ANNOUNCEMENT.

         The Company shall consult with the Purchaser on the form and content of
the public announcement of this Agreement and the Registration Rights Agreement,
and the transactions contemplated hereby and thereby, in the Prospectus. The
Purchaser shall provide reasonable assistance to the Company in connection with
such public announcement including, without limitation, by providing all
information reasonably requested by the Company. The Company and the Purchaser
shall agree on the form and content of all other public announcements which
shall be made concerning this Agreement and the Registration Rights Agreement,
and the transactions contemplated hereby and thereby, and neither the Company
nor the Purchaser shall make such public announcement without the consent of the
other, except as required by law.


                                       12
<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective authorized officers as of the date
set forth above.

                         OPUS360 CORPORATION

                         By:       /s/ Ari B. Horowitz
                               ------------------------------------------
                               Name:   Ari B. Horowitz
                               Title:  Chairman, Chief Executive Officer
                                       and President

                         DELL USA L.P.

                         By:   Dell Gen. P. Corp.
                               Its General Partner

                         By:       /s/ Alex C. Smith
                               ------------------------------------------
                               Name:   Alex C. Smith
                               Title:  Vice President



<PAGE>


                                                                    EXHIBIT A TO
                                                                  STOCK PURCHASE
                                                                      AGREEMENT

                                                   STRATEGIC PARTNER
                                           REGISTRATION RIGHTS AGREEMENT dated
                                           as of March __, 2000, between OPUS360
                                           CORPORATION, a Delaware corporation
                                           (the "CORPORATION"), and DELL USA
                                           L.P., a Texas limited partnership
                                           ("DELL").

                  Dell owns or has the right to purchase or otherwise acquire
shares of the Corporation's Common Stock (as defined below). The Corporation and
Dell deem it to be in their respective best interests to enter into this
Agreement to set forth the rights of Dell in connection with public offerings
and sales of the Common Stock.

                  NOW, THEREFORE, in consideration of the premises and mutual
covenants and obligations hereinafter set forth, the parties hereto agree as
follows:

1.       DEFINITIONS.

                  As used herein, the following terms shall have the following
respective meanings:

                  "ADDITIONAL REGISTRABLE SHARES" means, at any time with
respect to any Additional Securityholder, the Registrable Shares held by such
Additional Securityholder (but only if such Additional Securityholder is
entitled (but not pursuant to this Agreement) to the registration of such
Registrable Shares by the Corporation under the Securities Act for sale to the
public).

                  "ADDITIONAL SECURITYHOLDER" means any holder of Restricted
Securities who or which is entitled (but not pursuant to this Agreement) to the
registration of such Restricted Securities by the Corporation under the
Securities Act for sale to the public.

                  "AGREEMENT" means this Strategic Partner Registration Rights
Agreement.

                  "BUSINESS DAY" means any day, other than a Saturday, Sunday or
a day on which banking institutions in the State of New York are authorized or
obligated by law or executive order to close.

                  "COMMON STOCK" means the Common Stock, par value $.001 per
share, of the Corporation (and such other class of common stock of the
Corporation, or any successor thereto, into which the Common Stock may be
converted or reclassified, and all references herein to the Common Stock shall
mean such other class of common stock, if applicable).

                  "CONVERSION SHARES" means the Series A Conversion Shares and
the Series B Conversion Shares.

                  "CORPORATION" has the meaning assigned to such term in the
caption to this Agreement.


<PAGE>


                  "DELL" has the meaning assigned to such term in the caption to
this Agreement.

                  "DELL SECURITYHOLDERS" means, collectively, (i) Dell, (ii) any
other Persons listed on SCHEDULE I from time to time, and (iii) any purchaser,
assignee or other transferee of Restricted Securities held by any of the
foregoing in a purchase, assignment or other transfer permitted under SECTION 19
and in which such purchaser, assignee or other transferee has complied in full
with the joinder requirements set forth in SECTION 19. Upon the addition of each
new Dell Securityholder as a party to this Agreement, the Corporation shall
amend SCHEDULE I solely to reflect the name and address of such new Dell
Securityholder, and the Corporation shall distribute to the Dell Securityholders
such amended SCHEDULE I.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, or any successor federal statute, and the rules and regulations of the
SEC promulgated thereunder, all as the same may from time to time be in effect.

                  "GOVERNMENTAL ENTITY" means any government or political
subdivision or department thereof, any governmental or regulatory body,
commission, board, bureau, agency or instrumentality, or any court or arbitrator
or alternative dispute resolution body, in each case whether federal, state,
local or foreign.

                  "INITIAL COMMON SHARES" means the Registrable Shares that are
(i) shares of Common Stock issued or issuable to Ari Horowitz, Carlos Cashman,
Shawn Kreloff, William Bahr, Brett Prager, Richard McCann, Alex Lapins, Anthony
Schmitz, Bruce Gilpin, Wayne Tsuchitani or USWeb/CKS Corporation, or (ii) shares
of Common Stock issued on or with respect to the shares of Common Stock referred
to in CLAUSE (i) above.

                  "INITIAL WARRANTS" means (i) the warrants dated May 19, 1999
and August 17, 1999 issued by the Corporation to Silicon Valley Bank to purchase
shares of Common Stock, (ii) the warrants dated December 24, 1998 issued by the
Corporation to each of Gerald Cashman, G&R Partnership, LP, Leonard Horowitz,
Irwin Lieber and Barry Rubenstein to purchase shares of Common Stock, and (iii)
the warrants dated September 3, 1999 and January 15, 2000 issued by the
Corporation to Greenhill & Co., LLC.

                  "LAW" means any foreign, federal, state or local law, statute,
treaty, rule, directive, regulation, ordinances and similar provisions having
the force or effect of law or any Order.

                  "MAJORITY OF THE DELL SECURITYHOLDERS" means those Dell
Securityholders who or which hold in the aggregate in excess of 50% of all of
the Registrable Shares.

                  "MATERIAL TRANSACTION" shall mean any material transaction in
which the Corporation or any of its Subsidiaries proposes to engage or is
engaged, including a purchase or sale of assets or securities, financing,
merger, consolidation, tender offer or any other transaction or event that would
require disclosure pursuant to the Exchange Act if the Corporation were a
reporting company thereunder, and with respect to which the Board of Directors
of the Corporation reasonably has determined in good faith that compliance with
this Agreement may reasonably be expected to either materially interfere with
the Corporation's or such Subsidiary's ability to consummate such transaction in
a timely fashion or require the Corporation to disclose


                                       2
<PAGE>


material, non-public information prior to such time as it would otherwise be
required to be disclosed.

                  "ORDERS" means any enforceable judgments, writs, decrees,
declarations, injunctions, orders, stipulations, compliance agreement or
settlement agreements issued or imposed by, or entered into with, a Governmental
Entity.

                  "OTHER SHARES" means, at any time, those shares of Common
Stock which do not constitute Primary Shares, Registrable Shares or Additional
Registrable Shares.

                  "PERSON" shall be construed as broadly as possible and shall
include an individual, a corporation, a company, an association, a joint stock
company, a partnership (including a limited liability partnership), a limited
liability company, a joint venture, a trust or an unincorporated organization
and a Governmental Entity.

                  "PRIMARY SHARES" means, at any time, the authorized but
unissued shares of Common Stock or Common Stock held by the Corporation in its
treasury.

                  "PROSPECTUS" means 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.

                  "PUBLIC OFFERING" means a public offering of Common Stock
pursuant to a registration statement declared effective under the Securities
Act, except that a Public Offering shall not include an offering of securities
to be issued as consideration in connection with a business acquisition or an
offering of securities issuable pursuant to an employee benefit plan.

                  "REGISTERING DELL SECURITYHOLDERS" means, with respect to any
registration of Registrable Shares, those Dell Securityholders who or which hold
the Registrable Shares included in such registration.

                  "REGISTRABLE SHARES" means, at any time with respect to any
Dell Securityholder or Additional Securityholder, the shares of Common Stock
held by such Dell Securityholder or Additional Securityholder that constitute
Restricted Securities. For purposes of this definition, a Dell Securityholder or
Additional Securityholder shall be deemed to be the holder of shares of Common
Stock whenever such Dell Securityholder or Additional Securityholder has the
right acquire, directly or indirectly, such Common Stock upon the conversion or
exercise of Restricted Securities (but disregarding any restrictions or
limitations upon the exercise of such right), whether or not such acquisition
has actually been effected.

                  "REGISTRATION DATE" means the date upon which the registration
statement pursuant to which the Corporation shall have initially registered
shares of Common Stock under the Securities Act for sale to the public shall
have been declared effective.


                                       3
<PAGE>


                  "REGISTRATION STATEMENT" means any registration statement of
the Corporation 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 contained therein, all
exhibits thereto and all material incorporated by reference therein.

                  "RESTRICTED SECURITIES" means, at any time, with respect to
any Person, the shares of Common Stock, the shares of Series A Preferred Stock,
the shares of Series B Preferred Stock, the Initial Warrants and any other
securities which by their terms are directly or indirectly exercisable or
exchangeable for or convertible into any of the foregoing securities, and any
securities received on or with respect to any of the foregoing securities, in
each case which are held by such Person. As to particular securities
constituting Restricted Securities, such securities shall cease to be Restricted
Securities when (A) they have been registered under the Securities Act, the
Registration Statement in connection therewith has been declared effective and
such Restricted Securities have been disposed of pursuant to and in the manner
described in such effective Registration Statement, (B) they are eligible to be
sold or distributed by the holder thereof pursuant to Rule 144 within any
consecutive three-month period (including, without limitation, Rule 144(k))
without volume limitations, (C) they have been otherwise transferred and new
certificates or other evidences of ownership for them not bearing a restrictive
legend and not subject to any stop transfer order or other restriction on
transfer shall have been delivered by the Corporation or the issuer of other
securities issued in exchange for the Restricted Securities, or (D) they have
ceased to be outstanding.

                  "SEC" means the United States Securities and Exchange
Commission.

                  "SECURITIES" means, with respect to any Person, such Person's
"SECURITIES," as defined in Section 2(1) of the Securities Act.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended,
or any successor federal statute, and the rules and regulations of the SEC
promulgated thereunder, all as the same may from time to time be in effect.

                  "SERIES A CONVERSION SHARES" means the Registrable Shares that
are (i) shares of Common Stock issued or issuable upon the conversion of Series
A Preferred Stock, (ii) shares of Common Stock issued on or with respect to the
shares of Common Stock referred to in CLAUSE (i) above or (iii) shares of Common
Stock issued on or with respect to the Series A Preferred Stock.

                  "SERIES A PREFERRED STOCK" means the Corporation's Series A
Convertible Preferred Stock, par value $.001 per share.

                  "SERIES B CONVERSION SHARES" means the Registrable Shares that
are (i) shares of Common Stock issued or issuable upon the conversion of Series
B Preferred Stock, (ii) shares of Common Stock issued on or with respect to the
shares of Common Stock referred to in CLAUSE (i) above or (iii) shares of Common
Stock issued on or with respect to the Series B Preferred Stock.

                  "SERIES B PREFERRED STOCK" means the Corporation's Series B
Convertible Preferred Stock, par value $.001 per share.


                                       4
<PAGE>


                  "SHARES" means the Registrable Shares, the Additional
Registrable Shares, the SP Registrable Shares, the Initial Common Shares, the
Conversion Shares and the Warrant Shares.

                  "SP REGISTRABLE SHARES" means (i) any Additional Registrable
Shares issued by the Corporation to any Strategic Partner (other than Dell) in
connection with such Strategic Partner's entry into a strategic arrangement with
the Corporation for the provision by either party to the other party of goods,
services, technology, expertise or other value and (ii) any other Additional
Registrable Shares issued on or with respect to the Additional Registrable
Shares referred to in CLAUSE (i) above.

                  "STOCK PURCHASE AGREEMENT" means the Stock Purchase Agreement
dated as of February __, 2000, between the Corporation and Dell, as amended,
supplemented or otherwise modified and in effect from time to time.

                  "STRATEGIC PARTNER" means a Person who or which, at the time
in question, has entered into, or is simultaneously entering into or has agreed
to enter into, a strategic arrangement with the Corporation for the provision by
either party to the other party of goods, services, technology, expertise or
other value.

                  "SUBSIDIARY" means, as to any Person, any other Person of
which more than 50% of the shares of the voting stock or other voting interests
are owned or controlled, or the ability to select or elect 50% or more of the
directors or similar managers is held, directly or indirectly, by such first
Person or one or more of its Subsidiaries.

                  "WARRANT SHARES" means the Registrable Shares that are (i)
shares of Common Stock issued or issuable upon the exercise of the Initial
Warrants, (ii) shares of Common Stock issued on or with respect to the shares of
Common Stock referred to in CLAUSE (i) above or (iii) shares of Common Stock
issued on or with respect to the Initial Warrants.

     2. FORM S-3 REGISTRATIONS.

     (a) If, at any time after the Registration Date the Corporation shall be
qualified for the use of Form S-3 promulgated under the Securities Act (or any
successor form thereto) for the sale to the public of Registrable Shares held by
the Dell Securityholders, a Majority of the Dell Securityholders shall notify
the Corporation in writing that such Dell Securityholders desire to sell
Registrable Shares, with an anticipated aggregate gross offering price (before
underwriting discounts and commissions) of at least $3,000,000, in the public
securities market and request that the Corporation effect the registration on
Form S-3 (or any successor form thereto) of such Registrable Shares, the
Corporation shall:

          (i) promptly give written notice of the proposed registration to all
     other Dell Securityholders, who or which shall have the right, subject to
     the applicable terms of this Agreement, to include in such registration
     Registrable Shares held by them (exercisable by delivering to the
     Corporation a written notice specifying the number of Registrable Shares
     requested to be included within 30 days after receipt of such notice of
     such registration from the Corporation); and


                                       5
<PAGE>


          (ii) file and then use its best efforts to have the registration on
     Form S-3 (or any successor form thereto) of the Registrable Shares which
     the Corporation has been so requested to register declared effective.

     (b) Anything contained in SECTION 2(a) to the contrary notwithstanding, the
Corporation shall not be obligated to effect pursuant to SECTION 2(A) any
registration under the Securities Act except in accordance with the following
provisions:

          (i) The Corporation shall not be obligated to use its best efforts to
     file and cause to become effective (A) more than two Registration
     Statements requested pursuant to SECTION 2(a) or (b) any Registration
     Statement during any period in which any other registration statement
     (other than on Form S-4 or Form S-8 promulgated under the Securities Act or
     any successor forms thereto) pursuant to which Primary Shares are to be or
     were sold has been filed and not withdrawn or has been declared effective
     within the prior 90 days.

          (ii) The Corporation may delay the filing or effectiveness of any
     Registration Statement for a period of up to 90 days after the date of a
     request for registration pursuant to SECTION 2(a) if at the time of such
     request the Corporation (A) is engaged, or has fixed plans to engage within
     90 days of the time of such request, in a firm commitment, underwritten
     public offering of Primary Shares in which the holders of Registrable
     Shares may include Registrable Shares pursuant to SECTION 3 or (B) is
     engaged in a Material Transaction.

          (iii) In connection with any registration of Registrable Shares
     pursuant to SECTION 2(a), the Corporation shall give notice of such
     registration to the holders of all Additional Registrable Shares and Other
     Shares which are entitled to registration rights and the Corporation may
     include in such registration any Primary Shares, Additional Registrable
     Shares or Other Shares; PROVIDED, HOWEVER, that if the managing underwriter
     advises the Corporation that the inclusion of all of the Registrable
     Shares, Primary Shares, Additional Registrable Shares and/or Other Shares
     proposed to be included in such registration would interfere with the
     successful marketing (including pricing) of all of such securities, then
     the number of Registrable Shares, Primary Shares, Additional Registrable
     Shares and/or Other Shares proposed to be included in such registration
     shall be included in the following order:

               (A) FIRST, the Registrable Shares requested by the Dell
          Securityholders to be included in such registration and the Additional
          Registrable Shares constituting SP Registrable Shares requested by the
          Additional Securityholders to be included in such registration (or, if
          necessary, such Shares PRO RATA among all such Persons based upon the
          aggregate number of Registrable Shares and SP Registrable Shares held
          by each such Person at the time of registration);

               (B) SECOND, the Additional Registrable Shares constituting
          Initial Common Shares, Conversion Shares or Warrant Shares requested
          by the Additional Securityholders to be included in such registration
          (or, if necessary,


                                       6
<PAGE>


          such Shares allocated among all such Additional Securityholders in
          accordance with the applicable provisions of any agreements between
          the Corporation and such Additional Securityholders, as amended,
          supplemented or otherwise modified from time to time and in effect at
          the time of registration, or, in the absence of any applicable
          provisions, PRO RATA among all such Additional Securityholders based
          upon the number of Additional Registrable Shares constituting Initial
          Common Shares, Conversion Shares or Warrant Shares held by each such
          Additional Securityholder at the time of registration);

                    (C) THIRD, the Primary Shares

                    (D) FOURTH, the Additional Registrable Shares not
               constituting Initial Common Shares, Conversion Shares, Warrant
               Shares or SP Registrable Shares requested by the Additional
               Securityholders to be included in such registration (or, if
               necessary, such Shares allocated among all such Additional
               Securityholders in accordance with the applicable provisions of
               any agreements between the Corporation and such Additional
               Securityholders, as amended, supplemented or otherwise modified
               from time to time and in effect at the time of registration, or,
               in the absence of any applicable provisions, PRO RATA among all
               such Additional Securityholders based upon the number of
               Additional Registrable Shares not constituting Initial Common
               Shares, Conversion Shares, Warrant Shares or SP Registrable
               Shares held by each such Additional Securityholder at the time of
               registration);

                    (E) FIFTH, the Registrable Shares requested by the Dell
               Securityholders to be included in such registration (or, if
               necessary, such Shares PRO RATA among all such Persons based upon
               the aggregate number of Registrable Shares held by each such Dell
               Securityholder at the time of registration); and

                    (F) SIXTH, the Other Shares.

     (c) If the Majority of the Dell Securityholders in a registration requested
pursuant to SECTION 2(a) intend to distribute the Registrable Shares covered by
their request by means of an underwriting, they shall so advise the Corporation
as a part of their request for registration pursuant to SECTION 2(a). In such
event, the Corporation shall select one or more nationally recognized firms of
investment bankers reasonably acceptable to the Majority of the Dell
Securityholders to act as the lead managing underwriter or underwriters in
connection with such offering. The right of any Registering Dell Securityholder
to registration pursuant to SECTION 2(a) shall be conditioned upon such
Registering Dell Securityholder's participation in such underwriting and the
inclusion of such Registering Dell Securityholder's Registrable Shares in the
underwriting (unless otherwise mutually agreed by the Corporation and such
Registering Dell Securityholder) to the extent provided herein. The Corporation
and the Registering Dell Securityholders proposing to distribute their
securities through such underwriting shall enter into an underwriting agreement
which is reasonable and in customary form with the underwriters of such
offering.


                                       7
<PAGE>


     (d) A requested registration under SECTION 2(a) may be rescinded prior to
the related Registration Statement being declared effective by the SEC by
written notice to the Corporation from the Majority of the Dell Securityholders;
PROVIDED, HOWEVER, such registration shall not count as a Registration Statement
requested pursuant to SECTION 2(a) for purposes of CLAUSE (a) of SECTION 2(b)(i)
if the Corporation shall have been reimbursed for all out-of-pocket expenses
incurred by the Corporation in connection with such rescinded registration.

     3. PIGGYBACK REGISTRATION.

     (e) If the Corporation proposes for any reason to register Primary Shares,
Additional Registrable Shares or Other Shares under the Securities Act at any
time after the closing of an initial Public Offering of Common Stock (other than
on Form S-4 or Form S-8 promulgated under the Securities Act or any successor
forms thereto), it shall give written notice to the Dell Securityholders of its
intention to so register such Primary Shares, Additional Registrable Shares or
Other Shares at least 30 days before the initial filing of the registration
statement for such Primary Shares, Additional Registrable Shares or Other Shares
and, upon the written request, given within 20 days after delivery of any such
notice by the Corporation, of any Dell Securityholder to include in such
registration Registrable Shares (which request shall specify the number of
Registrable Shares proposed to be included in such registration and shall state
the desire of such Dell Securityholder to sell such Registrable Shares in the
public securities markets), the Corporation shall use its best efforts to cause
all such Registrable Shares to be included in such registration on the same
terms and conditions as the Primary Shares, Additional Registrable Shares or
Other Shares otherwise being sold in such registration; PROVIDED, HOWEVER, if
the managing underwriter advises the Corporation that the inclusion of all of
the Registrable Shares, Primary Shares, Additional Registrable Shares and/or
Other Shares proposed to be included in such registration would interfere with
the successful marketing (including pricing) of all of such securities, then the
number of Registrable Shares, Primary Shares, Additional Registrable Shares
and/or Other Shares proposed to be included in such registration shall be
included in the following order:

          (i) If such registration is initiated by the Corporation to register
     Primary Shares, Other Shares or Additional Registrable Shares not
     constituting Initial Common Shares, Conversion Shares, Warrant Shares or SP
     Registrable Shares, or by any holder of the foregoing:

               (A) FIRST, the Primary Shares;

               (B) SECOND, the Registrable Shares requested by the Dell
          Securityholders to be included in such registration and the Additional
          Registrable Shares constituting SP Registrable Shares, Initial Common
          Shares, Conversion Shares or Warrant Shares requested by the
          Additional Securityholders to be included in such registration (or, if
          necessary, such Shares allocated between (x) the Dell Securityholders
          and the Additional Securityholders who or which have requested the
          inclusion of Registrable Shares or SP Registrable Shares in such
          registration on the one hand and (y) the other Additional
          Securityholders who or which have requested the inclusion of
          Additional Registrable Shares constituting


                                       8
<PAGE>


          Initial Common Shares, Conversion Shares or Warrant Shares in such
          registration on the other hand, in proportion to the aggregate
          number of Shares held by each such group of Persons at the time of
          registration, with the aggregate number of Shares allocated to the
          Additional Securityholders described in CLAUSE (y) above further
          allocated among such Additional Securityholders in accordance with
          the applicable provisions of any agreements between the Corporation
          and such Additional Securityholders, as amended, supplemented or
          otherwise modified from time to time and in effect at the time of
          registration, or, in the absence of any applicable provisions, PRO
          RATA among all such Additional Securityholders based upon the
          number of Additional Registrable Shares constituting Initial Common
          Shares, Conversion Shares or Warrant Shares held by each such
          Additional Securityholder at the time of registration);

               (C) THIRD, the Additional Registrable Shares not constituting
          Initial Common Shares, Conversion Shares, Warrant Shares or SP
          Registrable Shares requested by the Additional Securityholders to be
          included in such registration (or, if necessary, such Shares allocated
          among all such Additional Securityholders in accordance with the
          applicable provisions of any agreements between the Corporation and
          such Additional Securityholders, as amended, supplemented or otherwise
          modified from time to time and in effect at the time of registration,
          or, in the absence of any applicable provisions, PRO RATA among all
          such Additional Securityholders based upon the number of Additional
          Registrable Shares not constituting Initial Common Shares, Conversion
          Shares, Warrant Shares or SP Registrable Shares held by each such
          Additional Securityholder at the time of registration); and

               (D) FOURTH, the Other Shares.

     (ii) If such registration is initiated by Additional Securityholders who or
which request the inclusion of their Additional Registrable Shares constituting
SP Registrable Shares in such registration:

               (A) FIRST, the Additional Registrable Shares constituting SP
          Registrable Shares requested by the Additional Securityholders to be
          included in such registration and the Registrable Shares requested by
          the Dell Securityholders to be included in such registration (or, if
          necessary, such Shares PRO RATA among all such Persons based on the
          aggregate number of SP Registrable Shares and Registrable Shares held
          by each such Person at the time of registration);

               (B) SECOND, the Additional Registrable Shares constituting
          Initial Common Shares, Conversion Shares or Warrant Shares requested
          by the Additional Securityholders to be included in such registration
          (or, if necessary, such Shares allocated among all such Additional
          Securityholders in accordance with the applicable provisions of any
          agreements between the Corporation and such Additional
          Securityholders, as amended, supplemented or otherwise modified from
          time to time and in effect at the time of registration, or, in the


                                       9
<PAGE>


          absence of any applicable provisions, PRO RATA among all such
          Additional Securityholders based upon the number of Additional
          Registrable Shares constituting Initial Common Shares, Conversion
          Shares or Warrant Shares held by each such Additional Securityholder
          at the time of registration);

                    (C) THIRD, the Primary Shares;

                    (D) FOURTH, the Additional Registrable Shares not
               constituting Initial Common Shares, Conversion Shares, Warrant
               Shares or SP Registrable Shares requested by the Additional
               Securityholders to be included in such registration (or, if
               necessary, such Shares allocated among all such Additional
               Securityholders in accordance with the applicable provisions of
               any agreements between the Corporation and such Additional
               Securityholders, as amended, supplemented or otherwise modified
               from time to time and in effect at the time of registration, or,
               in the absence of any applicable provisions, PRO RATA among all
               such Additional Securityholders based upon the number of
               Additional Registrable Shares not constituting Initial Common
               Shares, Conversion Shares, Warrant Shares or SP Registrable
               Shares held by each such Additional Securityholder at the time of
               registration); and

                    (E) FIFTH, the Other Shares.

     (iii) If such registration is initiated by Additional Securityholders who
or which request the inclusion of Additional Registrable Shares constituting
Initial Common Shares, Conversion Shares or Warrant Shares in such registration:

                    (A) FIRST, the Additional Registrable Shares constituting
               Initial Common Shares, Conversion Shares or Warrant Shares
               requested by the Additional Securityholders to be included in
               such registration (or, if necessary, such Shares allocated among
               all such Additional Securityholders in accordance with the
               applicable provisions of any agreements between the Corporation
               and such Additional Securityholders, as amended, supplemented or
               otherwise modified from time to time and in effect at the time of
               registration, or, in the absence of any applicable provisions,
               PRO RATA among all such Additional Securityholders based upon the
               number of Additional Registrable Shares constituting Initial
               Common Shares, Conversion Shares or Warrant Shares held by each
               such Additional Securityholder at the time of registration);

                    (B) SECOND, the Registrable Shares requested by the Dell
               Securityholders to be included in such registration and the
               Additional Registrable Shares constituting SP Registrable Shares
               requested by the Additional Securityholders to be included in
               such registration (or, if necessary, such Shares PRO RATA among
               all such Persons based on the aggregate number of Registrable
               Shares and SP Registrable Shares held by each such Person at the
               time of registration);

                    (C) THIRD, the Primary Shares;


                                       10
<PAGE>


                    (D) FOURTH, the Additional Registrable Shares not
               constituting Initial Common Shares, Conversion Shares, Warrant
               Shares or SP Registrable Shares requested by the Additional
               Securityholders to be included in such registration (or, if
               necessary, such Shares allocated among all such Additional
               Securityholders in accordance with the applicable provisions of
               any agreements between the Corporation and such Additional
               Securityholders, as amended, supplemented or otherwise modified
               from time to time and in effect at the time of registration, or,
               in the absence of any applicable provisions, PRO RATA among all
               such Additional Securityholders based upon the number of
               Additional Registrable Shares not constituting Initial Common
               Shares, Conversion Shares, Warrant Shares or SP Registrable
               Shares held by each such Additional Securityholder at the time of
               registration); and

                    (E) FIFTH, the Other Shares.

     4. HOLDBACK AGREEMENT.

                  If the Corporation at any time shall register shares of Common
Stock under the Securities Act in an aggregate amount of at least $5,000,000
(including any registration pursuant to SECTION 2 or 3, but excluding any
registrations on Form S-4 or S-8) for sale to the public, no Dell Securityholder
shall sell publicly, make any short sale of, grant any option for the purchase
of, or otherwise dispose publicly of, any capital stock of the Corporation
(other than those shares of Common Stock included in such registration pursuant
to SECTION 2 or 3) without the prior written consent of the Corporation, for a
period designated by the Corporation in writing to the Dell Securityholders,
which period shall begin not more than 10 days prior to the effectiveness of the
registration statement pursuant to which such public offering shall be made and
shall not last more than 180 days after the date on which such registration
statement became effective, whether or not such Dell Securityholder participates
in such registration. Each Dell Securityholder agrees that the Corporation may
instruct its transfer agent to place stop transfer notations on its records to
enforce this SECTION 4.

     5. PREPARATION AND FILING.

                  If and whenever the Corporation is under an obligation
pursuant to the provisions of this Agreement to use its best efforts to effect
the registration of, and keep effective a Registration Statement, for any
Registrable Shares, the Corporation shall, as expeditiously as practicable:

     (a) use its best efforts to cause a Registration Statement that registers
such Registrable Shares to become and remain effective for a period of 90 days
or until all of such Registrable Shares have been disposed of (if earlier);

     (b) furnish, at least five Business Days before filing a Registration
Statement that registers such Registrable Shares, a Prospectus relating thereto
and any amendments or supplements relating to such Registration Statement or
Prospectus, to one counsel selected by the Majority of the Dell Securityholders
(the "DELL SECURITYHOLDERS' COUNSEL"), copies of all such documents proposed to
be filed (it being understood that such five Business Day period need not


                                       11
<PAGE>


apply to successive drafts of the same document proposed to be filed so long as
such successive drafts are supplied to the Dell Securityholders' Counsel in
advance of the proposed filing by a period of time that is customary and
reasonable under the circumstances);

     (c) 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 at least a period of
90 days or until all of such Registrable Shares have been disposed of (if
earlier) and to comply with the provisions of the Securities Act with respect to
the sale or other disposition of such Registrable Shares;

     (d) notify the Dell Securityholders' Counsel promptly in writing of (i) any
comments by the SEC with respect to such Registration Statement or Prospectus,
or any request by the SEC for the amending or supplementing thereof or for
additional information with respect thereto, (ii) the issuance by the SEC of any
stop order suspending the effectiveness of such Registration Statement or
Prospectus or any amendment or supplement thereto or the initiation or
threatening of any proceedings for that purpose (and the Corporation shall use
its best efforts to prevent the issuance thereof or, if issued, to obtain its
withdrawal) and (iii) the receipt by the Corporation of any notification with
respect to the suspension of the qualification of such Registrable Shares for
sale in any jurisdiction or the initiation or threatening of any proceeding for
such purposes;

     (e) use its best efforts to register or qualify such Registrable Shares
under such other securities or blue sky laws of such jurisdictions as any
Registering Dell Securityholder may reasonably request, to keep such
registrations or qualifications in effect for so long as such Registration
Statement covering such Registrable Shares remains in effect and do any and all
other acts and things which may be reasonably necessary or advisable to enable
such Registering Dell Securityholder to consummate the disposition in such
jurisdictions of the Registrable Shares owned by such Registering Dell
Securityholder; PROVIDED, HOWEVER, that the Corporation will not be required to
qualify generally to do business, to subject itself to general taxation or
consent to general service of process in any jurisdiction where it would not
otherwise be required to do so but for this SECTION 5(e) or to provide any
material undertaking or make any changes in its Bylaws or Certificate of
Incorporation which its Board of Directors determines to be contrary to the best
interests of the Corporation;

     (f) furnish to each Registering Dell Securityholder such number of copies
of a summary Prospectus, if any, or other Prospectus, including a preliminary
Prospectus, in conformity with the requirements of the Securities Act, and such
other documents as such Registering Dell Securityholder may reasonably request
in order to facilitate the public sale or other disposition of the Registrable
Shares held by Registering Dell Securityholder;

     (g) use its best efforts to cause such Registrable Shares to be registered
with or approved by such other Governmental Entities as may be necessary by
virtue of the business and operations of the Corporation to enable the
Registering Dell Securityholders to consummate the disposition of such
Registrable Shares;

     (h) notify on a timely basis each Registering Dell Securityholder at any
time when a Prospectus relating to such Registrable Shares is required to be
delivered under the Securities


                                       12
<PAGE>


Act within the appropriate period mentioned in SECTION 5(a), of the happening of
any event known to the Corporation 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, at the request of such Registering Dell
Securityholder, prepare and furnish to such Registering Dell Securityholder a
reasonable number of copies of a supplement to or an amendment of such
Prospectus as may be necessary so that, as thereafter delivered to the offerees
of such Registrable Shares, 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;

     (i) subject to the execution of confidentiality agreements in form and
substance satisfactory to the Corporation, make available, upon reasonable
notice and during normal business hours, for inspection by the Registering Dell
Securityholders any underwriter participating in any disposition pursuant to
such Registration Statement and any attorney, accountant or other agent retained
by the Registering Dell Securityholders or underwriter (collectively, the
"INSPECTORS"), all pertinent financial and other records, pertinent corporate
documents and properties of the Corporation (collectively, the "RECORDS"), as
shall be reasonably necessary to enable them to exercise their due diligence
responsibility, and cause the Corporation's officers, directors and employees to
supply all information (together with the Records, the "INFORMATION") reasonably
requested by any such Inspector in connection with such Registration Statement
(any of the Information which the Corporation determines in good faith to be
confidential, and of which determination the Inspectors are so notified, shall
not be disclosed by the Inspectors, unless (i) the disclosure of such
Information is necessary to avoid or correct a misstatement or omission in the
Registration Statement, (ii) the release of such Information is ordered pursuant
to a subpoena or other order from a court of competent jurisdiction or, upon the
written advice of counsel, is otherwise required by law, or (iii) such
Information has been made generally available to the public, and each
Registering Dell Securityholder agrees that it will, upon learning that
disclosure of such Information is sought in a court of competent jurisdiction,
give notice to the Corporation and allow the Corporation, at the Corporation's
expense, to undertake appropriate action to prevent disclosure of the
Information deemed confidential);

     (j) use its best efforts to obtain from its independent certified public
accountants "COLD COMFORT" letters in customary form and at customary times and
covering matters of the type customarily covered by cold comfort letters;

     (k) use its best efforts to obtain from its counsel an opinion or opinions
in customary form;

     (l) provide a transfer agent and registrar (which may be the same Person
and which may be the Corporation) for such Registrable Shares;

     (m) issue to any underwriter to which any Registrable Dell Securityholder
may sell such Registrable Shares in such offering, certificates evidencing such
Registrable Shares;


                                       13
<PAGE>


     (n) list such Registrable Shares on any national securities exchange on
which any shares of Common Stock are listed or, if Common Stock is not listed on
a national securities exchange, use its best efforts to qualify such Registrable
Shares for inclusion on the national automated quotation system of the National
Association of Securities Dealers, Inc. (the "NASD"), or such other national
securities exchange as the holders of a majority of such Registrable Shares
shall reasonably request;

     (o) otherwise use its best efforts to comply with all applicable rules and
regulations of the SEC and make available to its securityholders, as soon as
reasonably practicable, earnings statements (which need not be audited) covering
a period of 12 months beginning within three months after the effective date of
the Registration Statement, which earnings statements shall satisfy the
provisions of Section 11(a) of the Securities Act; and

     (p) subject to all of the other provisions of this Agreement, use its best
efforts to take all other steps necessary to effect the registration of such
Registrable Shares contemplated hereby.

                  Each Registering Dell Securityholder, upon the receipt of any
notice from the Corporation of any event of the kind described in SECTION 5(h),
shall forthwith discontinue disposition of Registrable Shares pursuant to the
Registration Statement until such Registering Dell Securityholder's receipt of
copies of the supplemented or amended Prospectus contemplated by SECTION 5(h),
and, if so directed by the Corporation, such Registering Dell Securityholder
shall deliver to the Corporation all copies, other than permanent file copies
then in such Dell Securityholder's possession, of the Prospectus covering such
Registrable Shares at the time of receipt of such notice.

     6. EXPENSES.

                  All expenses incurred by the Corporation in complying with
SECTION 5, including, without limitation, all registration and filing fees
(including all expenses incident to filing with the NASD), fees and expenses of
complying with securities and blue sky laws, printing expenses, fees and
expenses of the Corporation's counsel and accountants and fees and expenses of
the Dell Securityholders' Counsel, shall be paid by the Corporation; PROVIDED,
HOWEVER, that all underwriting discounts and selling commissions applicable to
the Registrable Shares shall not be borne by the Corporation and shall be borne
by the Registering Dell Securityholders selling such Registrable Securities, in
proportion to the number of Registrable Shares sold by each such Registering
Dell Securityholder.

     7. INDEMNIFICATION.

(a) In connection with any registration of any Registrable Shares under the
Securities Act pursuant to this Agreement, the Corporation shall indemnify and
hold harmless each holder of such Registrable Shares, each underwriter, broker
or any other Person acting on behalf of any such holder and each other Person,
if any, who controls any of the foregoing Persons within the meaning of the
Securities Act, against any losses, claims,


                                       14
<PAGE>


damages or liabilities, joint or several, (or actions in respect thereof) to
which any of the foregoing Persons may become subject under the Securities Act
or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement under which such Registrable Shares were registered under the
Securities Act, any preliminary Prospectus or final Prospectus contained therein
or otherwise filed with the SEC, any amendment or supplement thereto or any
document incident to registration or qualification of any Registrable Shares, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading or, with respect to any Prospectus, necessary
to make the statements therein in light of the circumstances under which they
were made not misleading, or any violation by the Corporation of the Securities
Act or state securities or blue sky laws applicable to the Corporation and
relating to action or inaction required of the Corporation in connection with
such registration or qualification under such state securities or blue sky laws,
and the Corporation shall promptly reimburse each such holder, underwriter,
broker or other Person acting on behalf of any such holder and each such
controlling Person for any legal or other expenses incurred by any of them in
connection with investigating or defending any such loss, claim, damage,
liability or action; PROVIDED, HOWEVER, that the Corporation shall not be liable
to any such Person to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in said Registration Statement, preliminary
Prospectus, amendment, supplement or document incident to registration or
qualification of any Registrable Shares in reliance upon and in conformity with
information furnished to the Corporation, or a Person duly acting on the
Corporation's behalf, through an instrument duly executed by such Person, or a
Person duly acting on such Person's behalf, specifically for use in connection
with the preparation thereof; PROVIDED FURTHER, HOWEVER, that the foregoing
indemnity agreement is subject to the condition that, insofar as it relates to
any untrue statement, allegedly untrue statement, omission or alleged omission
made in any preliminary Prospectus but eliminated or remedied in the final
Prospectus (filed pursuant to Rule 424 of the Securities Act), such indemnity
agreement shall not inure to the benefit of any indemnified party from whom the
Person asserting any loss, claim, damage, liability or expense purchased the
Registrable Shares which are the subject thereof, if a copy of such final
Prospectus had been timely made available to such indemnified Person and such
final Prospectus was not delivered to such Person with or prior to the written
confirmation of the sale of such Registrable Shares to such Person.

     (b) In connection with any registration of Registrable Shares under the
Securities Act pursuant to this Agreement, each holder of Registrable Shares
shall, severally and not jointly, indemnify and hold harmless (in the same
manner and to the same extent as set forth in SECTION 7(a)) the Corporation,
each director of the Corporation, each officer of the Corporation who signs such
Registration Statement, each other holder of Registrable Shares, Additional
Registrable Shares or Other Shares included in such Registration Statement
(PROVIDED, that the holder shall be entitled to indemnification of a similar
nature from such other holder to at least the same extent as the indemnification
given by the holder pursuant to this SECTION 7(b)), each underwriter, broker or
any other Person acting on behalf of any such holder and each other Person, if
any, who controls any of the foregoing Persons within the meaning of the
Securities Act with respect to any statement or omission from such Registration
Statement, any preliminary Prospectus or final Prospectus contained therein or
otherwise filed with the SEC, any amendment or supplement thereto or any
document incident to registration or qualification of any Registrable


                                       15
<PAGE>


Shares, if such statement or omission was made in reliance upon and in
conformity with written information furnished to the Corporation or such
underwriter through an instrument duly executed by such holder, or a Person duly
acting on such holder's behalf, specifically for use in connection with the
preparation of such Registration Statement, preliminary Prospectus, final
Prospectus, amendment, supplement or document; PROVIDED, HOWEVER, that the
maximum amount of liability in respect of such indemnification shall be limited,
in the case of each holder of Registrable Shares, to an amount equal to the net
proceeds actually received by such holder from the sale of Registrable Shares
effected pursuant to such registration.

     (c) Promptly after receipt by an indemnified party of notice of the
commencement of any action involving a claim referred to in SECTION 7(a) or
SECTION 7(b), such indemnified party will, if a claim in respect thereof is made
against an indemnifying party, give written notice to the latter of the
commencement of such action (PROVIDED that an indemnified party's failure to
give such notice in a timely manner shall only relieve the indemnification
obligations of an indemnifying party to the extent such indemnifying party is
prejudiced by such failure). In case any such action is brought against an
indemnified party, the indemnifying party will be entitled to participate in and
to assume the defense thereof, jointly with any other indemnifying party
similarly notified to the extent that it may wish, with counsel reasonably
satisfactory to such indemnified party, and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be responsible for any legal or other
expenses subsequently incurred by the indemnified party in connection with the
defense thereof; PROVIDED, HOWEVER, that if any indemnified party shall have
reasonably concluded that there may be one or more legal or equitable defenses
available to such indemnified party which are in addition to or conflict with
those available to the indemnifying party, or that such claim or litigation
involves or could have an effect upon matters beyond the scope of the indemnity
agreement provided in this SECTION 7, the indemnifying party shall not have the
right to assume the defense of such action on behalf of such indemnified party
and such indemnifying party shall reimburse such indemnified party and any
Person controlling such indemnified party for that portion of the fees and
expenses of any one lead counsel (PLUS appropriate special and local counsel)
retained by the indemnified party which are reasonably related to the matters
covered by the indemnity agreement provided in this SECTION 7. The indemnifying
party shall not be liable to indemnify any indemnified party for any settlement
of any claim or action effected without the consent of the indemnifying party.
The indemnifying party may not settle any claim or action brought against an
indemnified party unless such indemnified party is released from all and any
liability as part of such settlement.

     (d) If the indemnification provided for in this SECTION 7 is held by a
court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, claim, damage, liability or action referred to herein, then
the indemnifying party, in lieu of indemnifying such indemnified party
hereunder, shall contribute to the amounts paid or payable by such indemnified
party as a result of such loss, claim, damage, liability or action in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other hand in
connection with the statements or omissions which resulted in such loss, claim,
damage, liability or action as well as any other relevant equitable
considerations; PROVIDED, HOWEVER, that the maximum amount of liability in
respect of such contribution shall be limited, in the case of each holder of
Registrable Shares, to an amount


                                       16
<PAGE>


equal to the net proceeds actually received by such holder from the sale of
Registrable Shares effected pursuant to such registration. 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 parties agree that it
would not be just and equitable if contribution pursuant hereto were determined
by PRO RATA allocation or by any other method or allocation which does not take
account of the equitable considerations referred to herein. No person guilty of
fraudulent misrepresentation shall be entitled to contribution from any person.

     (e) The indemnification and contribution 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 and will survive the transfer of securities.

     8. UNDERWRITING AGREEMENT.

                  Notwithstanding the provisions of SECTIONS 5 through 7, to the
extent that the Dell Securityholders shall enter into an underwriting or similar
agreement, which agreement contains provisions covering one or more issues
addressed in such Sections, the provisions contained in such Sections addressing
such issue or issues shall be of no force or effect with respect to such
registration, but this provision shall not apply to the Corporation if the
Corporation is not a party to the underwriting or similar agreement.

     9. SUSPENSION.

                  Anything contained in this Agreement to the contrary
notwithstanding, the Corporation may (but not more than once with respect to
each Registration Statement), by notice in writing to each holder of Registrable
Shares to which a Prospectus relates, require such holder to suspend, for up to
90 days (the "SUSPENSION PERIOD"), the use of any Prospectus included in a
Registration Statement filed under SECTION 2 or 3 if a Material Transaction
exists that would require an amendment to such Registration Statement or
supplement to such Prospectus (including any such amendment or supplement made
through incorporation by reference to a report filed under Section 13 of the
Exchange Act). The period during which such Prospectus must remain effective
shall be extended by a period equal to the Suspension Period. The Corporation
may (but shall not be obligated to) withdraw the effectiveness of any
Registration Statement subject to this provision.

     10. INFORMATION BY HOLDER.

                  Each holder of Registrable Shares to be included in any such
registration shall furnish to the Corporation and the managing underwriter such
written information regarding such holder and the distribution proposed by such
holder as the Corporation or the managing underwriter may reasonably request in
writing and as shall be reasonably required in connection with any registration,
qualification or compliance referred to in this Agreement.

     11. EXCHANGE ACT COMPLIANCE.


                                       17
<PAGE>


                  From the Registration Date or such earlier date as a
registration statement filed by the Corporation pursuant to the Exchange Act
relating to any class of the Corporation's securities shall have become
effective, the Corporation shall comply with all of the reporting requirements
of the Exchange Act applicable to it (whether or not it shall be required to do
so, but specifically excluding Section 14 of the Exchange Act if not then
applicable to the Corporation) and shall comply with all other public
information reporting requirements of the SEC which are conditions to the
availability of Rule 144 for the sale of the Common Stock. The Corporation shall
cooperate with the Dell Securityholders in supplying such information as may be
necessary for the Dell Securityholders to complete and file any information
reporting forms presently or hereafter required by the SEC as a condition to the
availability of Rule 144.

     12. LEGENDS ON CERTIFICATES.

     (a) Each certificate issued after the date hereof that represents
Restricted Securities shall (unless otherwise permitted by the provisions of
this SECTION 12) be stamped or otherwise imprinted with a legend in
substantially the following form (in addition to any other legend required by
law or applicable agreement):

          "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
          BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
          "ACT"). THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT
          AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT
          BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
          ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH
          SECURITIES UNDER THE ACT OR AN EXEMPTION THEREFROM."

          "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO
          SUBJECT TO THE TERMS AND CONDITIONS OF A STRATEGIC PARTNER
          REGISTRATION RIGHTS AGREEMENT DATED AS OF FEBRUARY __,
          2000, BETWEEN OPUS360 CORPORATION AND DELL COMPUTER
          CORPORATION, AS THE SAME MAY BE AMENDED, SUPPLEMENTED OR
          OTHERWISE MODIFIED AND IN EFFECT FROM TIME TO TIME. COPIES
          OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN
          REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO
          THE SECRETARY OF SUCH COMPANY AT ITS PRINCIPAL EXECUTIVE
          OFFICE."

                  The Corporation agrees to remove the legend set forth in this
SECTION 12(a) from a certificate representing securities issued by the
Corporation if such securities are sold pursuant to an effective registration
statement under the Securities Act or there is delivered to the Corporation an
opinion of nationally recognized counsel experienced in such matters in form and
substance reasonably satisfactory to the Corporation that the securities
represented thereby need no longer be subject to restrictions on resale under
the Securities Act.


                                       18
<PAGE>


     (b) Each Dell Securityholder consents to the Corporation making a notation
on its records and giving instructions to any transfer agent of such Dell
Securityholder's Restricted Securities in order to implement the restrictions on
transfer established in this SECTION 12.

     13. MERGERS, ETC.

                  The Corporation shall not, directly or indirectly, enter into
any merger, consolidation or reorganization in which the Corporation shall not
be the surviving corporation unless the surviving corporation shall, prior to
such merger, consolidation or reorganization, agree in writing to assume the
obligations of the Corporation under this Agreement, and for that purpose
references hereunder to "REGISTRABLE SHARES" shall be deemed to include the
shares of common stock, if any, that holders of Registrable Shares would be
entitled to receive in exchange for Common Stock under any such merger,
consolidation or reorganization; PROVIDED, HOWEVER, that, to the extent holders
of Registrable Shares receive securities that are by their terms convertible
into shares of common stock of the issuer thereof, then only such shares of
common stock as are issued or issuable upon conversion of said convertible
securities shall be included within the definition of "REGISTRABLE SHARES."

     14. NOMINEES FOR BENEFICIAL OWNERS.

                  If Registrable Shares are held by a nominee for the beneficial
owner thereof, the beneficial owner thereof may, at its option, be treated as
the holder of such Registrable Shares for purposes of any request or other
action by any holder or holders of Registrable Shares pursuant to this Agreement
(or any determination of any number of percentage of shares constituting
Registrable Shares held by any holder or holders of Registrable Shares
contemplated by this Agreement); PROVIDED, HOWEVER, that the Corporation shall
have received assurances reasonably satisfactory to it of such beneficial
ownership.

     15. NO CONFLICT OF RIGHTS.

                  The Corporation shall not, after the date hereof, grant any
registration rights which conflict with the registration rights granted hereby.

     16. TERMINATION.

                  This Agreement shall terminate and be of no further force or
effect when there shall no longer be any Registrable Shares or Additional
Registrable Shares outstanding, PROVIDED, HOWEVER, that SECTION 6 and SECTION 7
shall survive the termination of this Agreement.

     17. SUCCESSORS AND ASSIGNS.

                  This Agreement shall bind and inure to the benefit of the
Corporation and the Dell Securityholders and, subject to SECTION 18, the
respective successors and assigns of the Corporation and the Dell
Securityholders.

     18. ASSIGNMENT.


                                       19
<PAGE>


                  Subject to the applicable limitations of the Stock Purchase
Agreement, each Dell Securityholder may sell, assign or otherwise transfer its
rights hereunder to any purchaser, assignee or other transferee of the
Registrable Shares of such Dell Securityholder; PROVIDED, HOWEVER, that any such
purchaser, assignee or other transferee, if not already a party to this
Agreement, shall, as a condition to the effectiveness of such sale, assignment
or other transfer, be required to execute a written joinder to this Agreement
agreeing to be treated as a Dell Securityholder under this Agreement, and to be
bound by and comply with all of the applicable terms and provisions hereof,
whereupon such purchaser, assignee or transferee shall have the benefits of, and
shall be subject to the restrictions contained in, this Agreement as if such
purchaser or transferee was originally a Dell Securityholder and had originally
been a party hereto.

     19. NOTICES.

                  All notices, requests, demands, claims, consents or other
communications that are given or made hereunder to any party hereto shall be in
writing and shall be given or made by physical delivery, U.S. mail (registered
or certified mail, postage prepaid, return receipt requested) or overnight
courier or by transmission by facsimile or electronic mail to such party at its,
his or her address (or facsimile number or electronic mail address) set forth
below, or such other address (or facsimile number or electronic mail address) as
shall have been specified by like notice by such party:


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<PAGE>


                    (i)  if to the Corporation, to

                         Opus360 Corporation
                         733 Third Avenue, 17th Floor
                         New York, NY  10017
                         Attention: Richard McCann, Chief Financial Officer
                         Telephone: (212) 301-2218
                         Facsimile: (212) 301-2842
                         E-Mail: rmccann@opus360.com

                         with a copy (which shall not constitute notice) to:

                         O'Sullivan Graev & Karabell, LLP
                         30 Rockefeller Plaza
                         New York, NY 10112
                         Attention: John J. Suydam, Esq.
                         Telephone: (212) 408-2400
                         Facsimile: (212) 728-5950
                         E-Mail: jjs@ogk.com

                    (ii) if to any Dell Securityholder, to such Dell
                         Securityholder at the address set forth on SCHEDULE I
                         immediately below the name of such Dell Securityholder.

                  Each such notice, demand or other communication hereunder
shall be effective upon receipt in the case of physical delivery or overnight
courier, upon confirmation of receipt by or on behalf of the addressee in the
case of transmission by facsimile or electronic mail if received prior to 5:00
p.m. New York City time, and, if received after 5:00 p.m., on the date after
such confirmation, and three (3) days after deposit in the U.S. mails in the
case of mailing.

     20. ENTIRE AGREEMENT.

                  This Agreement and the other writings referred to herein or
delivered pursuant hereto contain the sole and entire agreement among the
Corporation and the Dell Securityholders with respect to the subject matter
hereof and thereof and shall supersede all prior or contemporaneous arrangements
or understandings with respect hereto or thereto.

     21. AMENDMENT.

                  The terms and provisions of this Agreement may not be modified
or amended, nor may any provision be waived, except pursuant to a writing signed
by (i) the Corporation, and (ii) a Majority of the Dell Securityholders;
PROVIDED, HOWEVER, that no such written consent shall be required for the
amendment of SCHEDULE I solely to reflect the name and address of any new Dell
Securityholder who has become a party to this Agreement in accordance with the
terms and conditions hereof. No waiver by any party hereto of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or


                                       21
<PAGE>


affect in any way any rights arising by virtue of any prior or subsequent such
occurrence. Each holder of any Restricted Securities outstanding at or after the
time of any modification or amendment of, or waiver of any provisions of this
Agreement, shall be bound by any consent authorized by this SECTION 21, whether
or not such Restricted Securities shall have been marked to indicate such
consent.

     22. SEVERABILITY.

                  It is the desire and intent of the parties hereto that the
provisions of this Agreement be enforced to the fullest extent permissible under
the Laws and public policies applied in each jurisdiction in which enforcement
is sought. Accordingly, if any particular provision of this Agreement shall be
adjudicated by a court of competent jurisdiction to be invalid, prohibited or
unenforceable for any reason, such provision, as to such jurisdiction, shall be
ineffective, without invalidating the remaining provisions of this Agreement or
affecting the validity or enforceability of this Agreement or affecting the
validity or enforceability of such provision in any other jurisdiction.
Notwithstanding the foregoing, if such provision could be more narrowly drawn so
as not to be invalid, prohibited or unenforceable in such jurisdiction, it
shall, as to such jurisdiction, be so narrowly drawn, without invalidating the
remaining provisions of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction.

     23. COUNTERPARTS; FACSIMILE SIGNATURES.

                  This Agreement may be executed in any number of counterparts,
and each such counterpart shall be deemed to be an original instrument, but all
such counterparts together shall constitute but one agreement. This Agreement
and each other agreement or instrument entered into in connection herewith or
contemplated hereby, and any amendments hereto or thereto, to the extent signed
and delivered by means of a facsimile machine, shall be treated in all manner
and respects as an original agreement or instrument and shall be considered to
have the same binding legal effect as if it were the original signed version
thereof delivered in person. At the request of any party hereto or to any such
agreement or instrument, each other party hereto or thereto shall reexecute
original forms thereof and deliver them to all other parties.

     24. GOVERNING LAW.

                  THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.

     25. INTERPRETATION; CONSTRUCTION.

                  The headings contained in this Agreement and in the table of
contents to this Agreement are for convenience of reference only and shall not
govern or affect in any way the meaning or interpretation of any of the terms or
provisions of this Agreement. Except when the context requires otherwise, any
reference in this Agreement to any Section, clause or Schedule shall be to the
Sections and clauses of, and Schedules to, this Agreement. The words "INCLUDE,"
"INCLUDES" and "INCLUDING" are deemed to be followed by the phrase "WITHOUT
LIMITATION." Any


                                       22
<PAGE>


reference to the masculine, feminine or neuter gender shall include such other
genders and any reference to the singular or plural shall include the other, in
each case unless the context otherwise requires. SCHEDULE I annexed hereto are
hereby incorporated in and made a part of this Agreement as if set forth in full
herein. Where specific language is used to clarify by example a general
statement contained herein, such specific language shall not be deemed to
modify, limit or restrict in any manner the construction of the general
statement to which it relates. The language used in this Agreement has been
chosen by the parties to express their mutual intent, and no rule of strict
construction shall be applied against any party.

     26. WAIVER OF JURY TRIAL.

                  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ITS, HIS
OR HER RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THE PARTIES HERETO
RELATING TO THE SUJBECT MATTER HEREOF.

     27. ATTORNEY'S FEES.

                  If any legal action or any arbitration or other proceeding is
brought for the enforcement of this Agreement, or because of an alleged dispute,
breach, default or misrepresentation in connection with any of the provisions of
this Agreement, the successful or prevailing party or parties shall be entitled
to recover such reasonable attorneys fees and other costs incurred in that
action or proceeding, in addition to any other relief to which it or they may be
entitled, as may be ordered in connection with such proceeding.

                                    * * * * *


                                       23
<PAGE>


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

                                                     OPUS360 CORPORATION

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

                                                     DELL USA L.P.

                                                     BY:   DELL GEN. P. CORP.,
                                                           ITS GENERAL PARTNER

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


                                       24
<PAGE>


                                                                      SCHEDULE I

                              DELL SECURITYHOLDERS

DELL USA L.P.

Paul Legris
Dell Ventures
c/o Dell Computer Corporation
Mail Stop 8066
One Dell Way
Round Rock, Texas 78682

With copies to:

Thomas H. Welch, Jr.
Vice President and Deputy General Counsel
Legal Department
Dell Computer Corporation
Mail Stop 8033
One Dell Way
Round Rock, Texas 78682

Barry Burgdorf
Vinson & Elkins L.L.P.
600 Congress Avenue, Suite 2700
Austin, Texas  78701
Tel:     (512) 495-8533
Fax:     (512) 236-3246
E-Mail:  bburgdorf@velaw.com


                                       25
<PAGE>

                                    EXHIBITS

Exhibit A   -    Form of Registration Rights Agreement



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