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13










                                  EXHIBIT 10.6




                          REGISTRATION RIGHTS AGREEMENT

                                       FOR

                     UNIVERSITY OF FLORIDA FOUNDATION, INC.




                         Dated as of December ___, 1999


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                          REGISTRATION RIGHTS AGREEMENT

         REGISTRATION RIGHTS AGREEMENT, dated as of December ___, 1999, (this
"Agreement"), between Compass Knowledge Holdings, Inc., a Florida corporation
(the "Company") and University of Florida Foundation, Inc., a Florida not for
profit corporation ("UFF").

         WHEREAS, the Company and UFF have entered into Stock Purchase
Agreement, dated as of the date hereof (the "Stock Purchase Agreement'),
pursuant to which UFF will acquire 465,000 shares of the common stock, par value
$.001 per share, of the Company; and

         WHEREAS, it is a condition precedent to consummation of the Agreement
that the Company provide certain registration rights to UFF with respect to
425,000 of such shares (hereinafter the "Securities").

         NOW, THEREFORE, in consideration of the foregoing premises and for
other good and valuable consideration, the adequacy and receipt of which are
hereby acknowledged, the parties hereto hereby agree as follows:


                                   ARTICLE 1.
                                   DEFINITIONS

         SECTION 1.1 Definitions. The following terms shall have the meanings
ascribed to them below:

         "Agreement" means this Agreement, as amended, modified or supplemented
from time to time and all attachments hereto.

         "Business Day" means any day that is not a Saturday, Sunday or a day on
which banking institutions in New York, New York are authorized or obligated by
law, executive order or government decree to be closed.

         "UFF" has the meaning ascribed thereto in the introduction hereof.

         "Commission" means the United States Securities and Exchange Commission
or any other federal agency at the time administering the Securities Act.

         "Controlling Person" has the meaning ascribed thereto in Section 4.1.

         "Compulsory Registration" has the meaning ascribed thereto in Section
2.1(b).

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder.

         "Holder' means any Person who now holds or shall hereafter acquire and
hold Registrable Securities.

         "Indemnified Party" means an Indemnified Party as defined in Section
4.3.






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         "Indemnifying Party" means an Indemnifying Party as defined in Section
4.3

         "Person" means any individual, entity or group, including without
limitation, any corporation, limited liability company, limited or general
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or other agency or political
subdivision thereof.

         "Piggy-Back Registration" has the meaning ascribed thereto in Section
2.1(a).

         "Prospectus" means the prospectus included in any Registration
Statement (including without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective Registration
Statement in reliance upon Rule 430A promulgated under the Securities Act), as
amended or supplemented by any prospectus supplement with respect to the terms
of the offering of any portion of the securities covered by such Registration
Statement, and all other amendments and supplements to the prospectus, including
post-effective amendments, and all material incorporated by reference or deemed
to be incorporated by reference in such prospectus.

         "Registrable Securities" means (i) the Securities as defined in the
introductory portion of this Agreement, and (ii) any other shares of the
Securities acquired as a result of stock splits, stock dividends,
reclassifications, recapitalizations, or similar events relating to the shares
described in clause (i) above, in each case until such time as (x) a
Registration Statement covering such shares of the Securities has been declared
effective by the Commission and such Securities have been disposed of pursuant
to such effective Registration Statement, or (y) such Securities would be
eligible for sale pursuant to Rule 144 under the Securities Act (or any similar
provisions then in force), with regard to the volume limitations set forth in
Rule 144(e), or (z) such Securities have been otherwise transferred and the
Company has delivered a new certificate or other evidence of ownership for such
Securities not bearing a restrictive legend and not subject to any stop transfer
or similar restrictive order and all of such Securities may be resold by the
Person receiving such certificate without complying with the registration
requirements of the Securities Act.

         "Registration Statement" means any registration statement of the
Company which covers any of the Registrable Securities pursuant to the
provisions of this Agreement, including the Prospectus, amendments and
supplements to such registration statement, including post-effective amendments,
all exhibits and all material incorporated by reference in such registration
statement.

         "Securities" has the meaning ascribed thereto in the introduction
hereof.

         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder.

         "Selling Holder' means a Holder who is or may be selling Registrable
Securities pursuant to a Registration Statement under the Securities Act.

         "Selling Holders Counsel" means the counsel selected to represent the
Selling Holders as set forth in Section 3.1(c).

         "Underwriter" means a securities dealer who purchases any Registrable
Securities as principal in an underwritten offering and not as part of such
dealer's market-making activities.






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         "Underwriter's Cutback" shall mean a reduction in the number of
Registrable Securities to be included in any underwritten offering as the result
of receipt of written notice from the representative of the Underwriters to the
effect that adverse marketing factors require a limitation on the number of
Registrable Securities to be underwritten.


                                   ARTICLE 2.
                               REGISTRATION RIGHTS

         SECTION 2.1. (a) Piggy-Back Registration. If at any time the Company
proposes to file a Registration Statement under the Securities Act with respect
to an offering by the Company for its own account or for the account of any of
its security holders other than (x) a Registration Statement on Form S-4 or Form
S-8 (or any substitute form that may be adopted by the Commission) or on any
other form inappropriate for an underwritten public offering or related solely
to securities to be issued in a merger, acquisition of the stock or assets of
another entity or in a similar transaction or (y) a Registration Statement
pursuant to a Compulsory Registration in accordance with Section 2.1(b) below,
then the Company shall give written notice of such proposed filing to the
Holders as soon as practicable (but in no event less than 30 days before the
anticipated filing date), and such notice shall offer such Holders the
opportunity to register such number of Registrable Securities as each such
Holder may request (which request shall specify the number of shares and the
type of Registrable Securities intended to be disposed of by such Holder and
shall also state the firm intent of the Holder to offer Registrable Securities
for sale) (a "Piggy-Back Registration"). The Company shall use its reasonable
best efforts to cause the managing Underwriter or Underwriters of a proposed
underwritten offering to permit the Registrable Securities requested to be
included in a Piggy-Back Registration on the same terms and conditions as any
similar securities of the Company or any other security holder included therein
and to permit the sale or other disposition of such Registrable Securities in
accordance with the intended method of distribution thereof. Any Holder shall
have the right to withdraw its request for inclusion of its Registrable
Securities in any Registration Statement pursuant to this Section 2.2 by giving
written notice to the Company of its request to withdraw. The Company may
withdraw a Piggy-Back Registration at any time prior to the time it becomes
effective and such withdrawn Piggy-Back Registration shall not be counted for
purposes of Section 2.1(a) of this Agreement.

         (b) Compulsory Registration. If within twelve (12) months of the
Closing of the Stock Purchase Agreement, a Piggy-Back Registration Statement has
not been filed with the Commission or is not being diligently pursued by the
Company, the Company shall within thirty (30) days of demand made at any time
thereafter by Holders owning more than 89 percent of the Securities file with
the Commission a Registration Statement seeking to register for sale all the
Registrable Securities. The Holders shall be entitled to withdraw all or any
part of the Registrable Securities from a Registration Statement at any time
prior to the effective date of such Registration Statement.

         (c) Notwithstanding any other provision of this Section 2.1, if the
Underwriter advises the Company in writing that, in such firm's opinion,
marketing factors prohibit or require a limitation of the number of shares to be
underwritten, the Underwriter or the Company may exclude the Registrable
Securities in the same proportion, as nearly as practicable, to other selling
shareholders of the Company who have obtained shares pursuant to an acquisition
or otherwise or the Underwriter or the Company may limit the number of
Registrable Securities to be included in the registration and underwriting to a
specified percentage of the Registrable Securities to be distributed through the
underwriting in the same proportion, as nearly as practicable, to other




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selling shareholders of the Company who have obtained shares pursuant to an
acquisition or otherwise. The Company shall so advise all Holders of Registrable
Securities which would otherwise be registered and underwritten under this
subsection, and the number of shares of Registrable Securities that may be
included in the registration and underwriting shall be allocated among all
Holders who hold those securities in proportion, as nearly as practicable, to
the respective amounts of Registrable Securities entitled to inclusion in the
registration held by such Holders at the time the registration statement is
filed. Any Holder disapproving of the terms of any such underwriting may elect
to withdraw from it by written notice to the Company and the Underwriter.

         (d) Notwithstanding any other provision of this Agreement to the
contrary, the Company shall not be required to include any of the Registrable
Securities in a registration statement relating to an underwritten offering of
the Company's securities unless the Holders accept the terms of the underwriting
as agreed upon between the Company and the underwriters selected by it (provided
such terms are usual and customary for selling stockholders), including, without
limitation, any Underwriter's Cutback, and the Shareholders agree to promptly
execute and/or deliver such documents in connection with such registration as
the Company or the managing underwriter may reasonably request.

         (e) Notwithstanding any other provision of this Agreement to the
contrary, if requested in writing by the Company and an Underwriter, the Holders
shall agree not to sell or otherwise transfer or dispose of any Registrable
Securities held by the Holders for a period set by the underwriter following the
effective date of a registration statement of the Company filed under the
Securities Act, PROVIDED that officers and directors of the Company are subject
to a similar lock-up.

         (f) Notwithstanding any other provision of this Agreement to the
contrary, a Compulsory Registration requested by a Holder pursuant to Section
2.1(b) shall not be determined to have been effected (and therefore not demanded
for the purposes of Section 2.1(b)): (A) if it is withdrawn based upon material
adverse information relating to the Company that is different from the
information (x) known to Holders requesting registration at the time of their
request for registration, or (y) promptly disclosed by the Company to the
Holders at the time of their request for registration; (B) if, when effective it
includes fewer than ninety (90%) percent of the Registrable Securities which
were the subject matter of the request; (C) if after it has become effective,
such registration is interfered with by any stop order, injunction or other
order or requirement of the Commission or other governmental agency or court for
any reason other than a misrepresentation or an omission by such Holder and, as
a result thereof, less than ninety (90%) percent of the Registrable Securities
requested can be completely distributed in accordance with the plan of
distribution set forth in the related registration statement.

         (g) Upon receipt of written notice from the Holders who make a demand
pursuant to Section 2.1(b) hereof, the Company shall, within five (5) days, give
prompt written notice to all other Holders of Registrable Securities of such
notice and its intent to effect the registration of Registrable Securities
pursuant to Section 2.1(b) of this Agreement. Such notice shall offer each such
Holder the opportunity to include in such registration statement such number of
Registrable Securities as each such Holder may request.

         (h) Notwithstanding any other provision of this Agreement to the
contrary, the Holders shall not for a period of one year after the date of the
effective date of a Registration Statement registering the Securities (the
"Restricted Sale Period") within any weekly trading period, offer to sell,
contract to sell, hypothecate, negotiate, pledge, assign, encumber, loan,





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pledge, grant any rights with respect to or otherwise dispose of, directly or
indirectly (collectively, a "Disposition"), a number of the Securities which
exceeds 5 percent of the average weekly trading volume (which shall be
calculated without the inclusion of any Dispositions) of the Company's common
stock during the four (4) calendar weeks preceding the date of any such
Disposition, other than a Disposition (i) to other Holders who are bound by the
terms of this Agreement, (ii) to any donees who receive such Securities as a
bona fide gift and who are bound by the terms of this Agreement, (iii) to any
affiliate of the Holders who is bound by the terms of this Agreement, or (v)
pursuant to proportionate co-sale rights otherwise provided for herein.

         The parties acknowledge and agree that the foregoing restriction also
expressly precludes the Holders from engaging in any hedging, shorting or other
transactions which is designed to or reasonably expected to lead to or result in
a Disposition of shares of the Securities during the Restricted Sale Period,
even if such shares would be disposed of by someone other than the Holders. Such
prohibited hedging or other transactions would include, without limitation, any
short sale (whether or not against the box) or any purchase, sale, show of any
shares or grant of any right (including, without limitation, any put or call
option) with respect to any shares of common stock of the Company or with
respect to any security (other than a broad-based market basket or index) that
includes, relates to or derives any significant part of its value from the
Company's common stock.

         It is agreed that the Holders shall submit each certificate for the
Securities to the Company for imprinting of the following legends thereon:

                           "The sale, transfer, hypothecation, negotiation,
                  pledge, assignment, encumbrance or other disposition of this
                  share certificate and the shareholdings represented hereby are
                  subject to all of the terms, conditions and provisions of a
                  Registration Rights Agreement dated as of ______________,
                  1999, by and among the holder of this certificate and Compass
                  Knowledge Holdings, Inc., a copy of which may be obtained from
                  the Secretary of Compass Knowledge Holdings, Inc."

         In furtherance of the foregoing, the Company and its transfer agent and
registrar are hereby authorized to decline to make any transfer of shares of the
Securities if such transfer would constitute a violation or breach of this
Agreement.

                                   ARTICLE 3.
                             REGISTRATION PROCEDURES

         SECTION 3.1. Filings; Information. Whenever the Company is required to
effect or cause the registration of Registrable Securities pursuant to Section
2.1 hereof, the Company will use its reasonable best efforts to effect the
registration of such Registrable Securities in accordance with the intended
method(s) of disposition thereof as quickly as practicable, and in connection
with any such request:

         (a) The Company will prepare and file with the Commission a
Registration Statement with respect to the offer and sale of such securities and
use its reasonable best efforts to cause such Registration Statement to become
and remain effective until the completion of the distribution contemplated
thereby; provided, however, the Company shall not be required to keep such
Registration Statement effective for more than 12 months (or such shorter period
which will terminate when all Registrable Securities covered by such
Registration have been sold, but not




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prior to the expiration of the applicable period referred to in Section 4(3) of
the Securities Act and Rule 174 thereunder, if applicable).

         (b) The Company will prepare and file with the Commission such
amendments and post-effective amendments to the Registration Statement as may be
necessary to keep such Registration Statements effective for as long as such
registration is required to remain effective pursuant to the terms hereof; cause
the Prospectus to be supplemented by any required Prospectus supplement, and, as
so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and
comply with the provisions of the Securities Act applicable to it with respect
to the disposition of all Registrable Securities covered by such Registration
Statement during the applicable period in accordance with the intended methods
of disposition by the Selling Holders set forth in such Registration Statement
or supplement to the Prospectus.

         (c) The Company, at least ten (10) Business Days prior to filing a
Registration Statement or a Prospectus or any amendment or supplement to such
Registration Statement or Prospectus, will furnish to (i) each Selling Holder,
(ii) not more than one counsel representing all Selling Holders ("Selling
Holders Counsel"), to be selected by a majority-in-interest of such Selling
Holders, and (iii) each Underwriter, if any, of the Registrable Securities
covered by such Registration Statement, copies of such Registration Statement as
proposed to be filed, together with exhibits thereto (whether or not
incorporated by reference in such Registration Statement), which documents will
be subject to review and approval by each of the foregoing within ten (10)
Business Days after delivery (except that such review and approval of any
Prospectus or any amendment or supplement to such Registration Statement or
Prospectus must be within five (5) Business Days after delivery), and
thereafter, furnish to such Selling Holders, Selling Holders' Counsel and
Underwriters, if any, at the Company's expense, such number of conformed copies
of such Registration Statement, each amendment and supplement thereto (in each
case including all exhibits thereto and documents incorporated by reference
therein), the Prospectus included in such Registration Statement (including each
preliminary Prospectus) and such other documents or information as such Selling
Holders, Selling Holders' Counsel or Underwriters may reasonably request in
order to facilitate the disposition of the Registrable Securities (it being
understood that the Company consents to the use of the Prospectus and any
amendment or supplement thereto by each Selling Holder and the Underwriters, if
any, in connection with the offering and sale of the Registrable Securities
covered by such Prospectus or any amendment or supplement thereto). The Company
shall provide the Holders' counsel and each Underwriter, if any, a copy of any
and all transmittal letters or other correspondence to, or received from, the
Commission or any other governmental body having jurisdiction relating to the
offering.

         (d) The Company will use its reasonable best efforts to prevent the
entry of any stop order or to remove it at the earliest possible moment if
entered.

         (e) [Section Reserved].

         (f) The Company will promptly notify each Selling Holder, Selling
Holders' Counsel and any Underwriter in writing, (i) of any request by the
Commission or other regulatory body having jurisdiction over the Registration
Statement for any amendment or supplement to any Registration Statement or other
document relating to the offering and sale of the Registrable Securities (ii)
when a Prospectus or any Prospectus supplement or post-effective amendment has
been filed and, with respect to a Registration Statement or any post-effective
amendment, when the same has become effective, (iii) of the issuance by the
Commission of any stop order suspending the effectiveness of a Registration
Statement or the initiation or threatening of any proceedings for that purpose,
(iv) of the happening of any event which makes any statements





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made in a Registration Statement or related Prospectus or any document
incorporated or deemed to be incorporated by reference therein untrue in a
material respect or which required the making of any changes in such
Registration Statement, Prospectus or documents so that they will not contain
any untrue statements of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements in the
Registration Statement and Prospectus not misleading in light of the
circumstances in which they were made; and, as promptly as practicable
thereafter, prepare and file with the Commission and furnish a supplement or
amendment to such Prospectus so that, as thereafter deliverable to the buyers of
such Registrable Securities, such Prospectus will not contain any untrue
statements of a material fact or omit to state a material fact necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading, such amendment to be subject to the Holders' review under
Section 3.1(c).

         (g) The Company will make generally available an earnings statement
satisfying the provisions of Section 11(a) of the Securities Act no later than
120 days after the end of the 12 month period beginning with the first day of
the Company's first fiscal quarter commencing after the effective date of a
Registration Statement, which earnings statement shall cover said 12 month
period, and which requirement will be deemed to be satisfied if the Company
timely files complete and accurate information on Forms 10-QSB, 10-KSB and 8-KSB
under the Exchange Act and otherwise complies with Rule 158 under the Securities
Act.

         (h) The Company will enter into customary agreements (including, if
applicable, an underwriting agreement in customary form and which is reasonably
satisfactory to the Company) and take such other actions as are reasonably
required in order to expedite or facilitate the disposition of such Registrable
Securities.

         (i) The Company, during the period when the Prospectus is required to
be delivered under the Securities Act, will file all documents required to be
filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act.

         (j) The Company will use its reasonable best efforts to cause all such
Registrable Securities to be listed on each securities exchange or quoted on any
automated quotation system on which similar securities of the Company are then
listed or quoted and enter into customary agreements, including a listing
application in customary form; provided that the applicable listing requirements
are satisfied, and to provide a transfer agent and register for such Registrable
Securities covered by the Registration Statement no later than the effective
date of such Registration Statement.

         (k) The Company will make available for inspection by any Holder of
Registrable Securities covered by the Registration Statement, any Underwriter
participating in any disposition pursuant to such Registration Statement, and
any attorney, accountant, or other agent retained by any such Holder or
underwriter (collectively, the "Inspectors"), all financial and other records,
pertinent corporate documents and properties of the Company as such Inspector
shall deem necessary or desirable in order to permit it to conduct a reasonable
investigation within the meaning of Section 11 of the Securities Act and cause
the Company's officers, directors and employees to supply all information and
respond to all inquiries reasonably requested by any such Inspector in
connection with such Registration Statement.

         (1) The Company will, to the extent required in connection with an
underwritten offering, (i) use its reasonable best efforts to furnish an opinion
of counsel for the Company addressed to the Underwriter and each Selling Holder
and dated the date of the closing under the




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underwriting agreement (if any) (or if such offering is not underwritten, dated
the effective date of the Registration Statement), and (ii) use its reasonable
best efforts to furnish a "cold comfort" letter addressed to each Selling
Holder, if permissible under applicable accounting practices, and signed by the
independent public accountants who have audited the Company's financial
statements included in such Registration Statement, in each such case covering
substantially the same matters with respect to such Registration Statement (and
the Prospectus included therein) as are customarily covered in opinions of
issuer's counsel and in accountants' letters delivered to underwriters in
underwritten pubic offerings of securities and such other matters as the Selling
Holders may reasonably request and, in the case of such accountants' letter,
with respect to events subsequent to the date of such financial statements.

         (m) The Company will, not later than the effective date of the
Registration Statement, provide a CUSIP number for all Registrable Securities,
and provide the applicable transfer agents with printed certificates for the
Registrable Securities, which are in a term eligible for deposit with The
Depository Trust Company.

         Each Selling Holder agrees that, upon receipt of any notice in writing
from the Company of the happening of any event of the kind described in Section
3.1(f) hereof, such Selling Holder will forthwith discontinue disposition of
Registrable Securities pursuant to the Registration Statement covering such
Registrable Securities until such Selling Holder's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3.1(f) hereof, and,
if so directed by the Company, such Selling Holder will deliver to the Company
all copies, other than permanent file copies then in such Selling Holder's
possession, of the most recent Prospectus covering such Registrable Securities
at the time of receipt of such notice. In the event the Company shall give such
notice, the Company shall extend the period during which such Registration
Statement shall be maintained effective (including the period referred to in
Section 3.1(a) hereof) by the number of days during the period from and
including the date of the giving of notice pursuant to Section 3.1(f) hereof to
the date when the Company shall make available to the Selling Holders covered by
such Registration Statement a Prospectus supplemented or amended to conform with
the requirements of Section 3.1(f) hereof.

         SECTION 3.2. Registration Expenses. The Company shall pay all expenses
in connection with any Registration pursuant to Article 2 or Article 3 hereof or
incident to the Company's performance of or compliance with this Agreement
including, without limitation: (i) all registration and filing fees, (ii) the
fees and expenses of compliance with the securities or blue sky laws (including
fees and disbursements of counsel in connection with blue sky qualifications of
the Registrable Securities), (iii) all printing, messenger and delivery
expenses, (iv) the Company's internal expenses (including, without limitation,
all salaries and expenses of its officers and employees performing legal or
accounting duties), (v) the fees and expenses incurred in connection with the
listing or quotation, as appropriate, of the Registrable Securities, (vi) the
fees and disbursements of counsel for the Company and the fees and expenses for
independent certified public accountants retained by the Company (including the
expenses of any special audit or cold comfort letter), (vii) the fees and
expenses of any special experts retained by the Company in connection with such
registration, and (viii) the fees and expenses of counsel for the Selling
Holders up to $10,000.00.




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                                   ARTICLE 4.
                        INDEMNIFICATION AND CONTRIBUTION

         SECTION 4.1 Indemnification by the Company. The Company agrees to
indemnify and hold harmless, to the fullest extent permitted by law, each
Selling Holder, its general partners, limited partners, managers, officers,
directors, employees, advisors and agents, and each Person, if any, who
controls, is controlled by or is under common control with such Selling Holder
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, together with the general partners, limited partners, managers,
officers, directors, employees, advisors and agents of such controlling Person
(collectively the "Controlling Persons"), from and against any loss, claim,
damage, liability, reasonable attorneys' fees, cost or expense and costs and
expenses of investigating and defending any such claim (collectively, the
"Damages") and any action in respect thereof to which such Selling Holder, its
general partners, managing partners, managers, officers, directors, employees,
advisors and agents, and any such Controlling Person may become subject under
the Securities Act, the Exchange Act, state blue sky laws, common laws or
otherwise, insofar as such Damages (or proceedings in respect thereof) arise out
of, or are based upon, (x) any untrue statement of a material fact contained in
any Registration Statement or Prospectus, or any amendment or supplement
thereto, or any preliminary or summary Prospectus, or in any document
incorporated by reference in such Registration Statement or Prospectus, any
amendment or supplement thereto, or any preliminary or Summary Prospectus (y)
any omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as the
same are based upon information furnished in writing to the Company by a Selling
Holder expressly for use therein, or (z) any violation by the Company of any
federal, state or common law rule or regulation applicable to the Company and
relating to action required of or inaction by the Company in connection with any
such registration, and the Company shall reimburse each Selling Holder, its
partners, officers, directors, employees, advisors and agents, and each such
Controlling Person for any legal and other expenses reasonably incurred by that
Selling Holder, its partner, officers, directors, employees, advisors and
agents, or any such Controlling Person in investigating or defending or
preparing to defend against any such Damages or proceedings; provided, however,
that the Company shall not be liable to any Selling Holder or other indemnitee
to the extent that any such Damages arise out of or are based upon an untrue
statement or omission based solely upon information provided in writing to the
Company by the Selling Holder. The Company also agrees to indemnify any
Underwriters of the Registrable Securities, their officers and directors and
each Person who controls such Underwriters on substantially the same basis as
that of the indemnification of the Selling Holders provided in this Section 4.1.
This indemnity will survive the transfer of the Registrable Securities by the
Holder thereof for a period of two (2) years.

         SECTION 4.2. Indemnification by Selling Holders. Each Selling
Shareholder agrees, severally but not jointly to indemnify and hold harmless,
the Company, its officers, directors, employees, advisors and agents, and each
Controlling Person of the Company, if any, together with the partners, officers,
directors, employees, advisors and agents of such Controlling Person, from and
against any Damages and any action in respect thereof to which the Company and
any such Controlling Person may become subject under the Securities Act, the
Exchange Act, state blue sky laws, common laws or otherwise, insofar as such
Damages (or proceedings in respect thereof) arise out of, or are based upon, (x)
any untrue statement or alleged untrue statement of a material fact contained in
any Registration Statement or Prospectus or any preliminary or summary
Prospectus, or (y) any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, but in each case only to the extent that such untrue statement
of material fact is contained in, or such





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material fact relating to the Selling Holder is omitted from, information
related to such Selling Holder, or its plan of distribution, furnished in
writing to the Company by such Selling Holder expressly for use in any
Registration Statement or Prospectus, or any amendment or supplement thereto, or
any preliminary or summary Prospectus; provided, however, that such Selling
Holder shall not be liable in any such case to the extent that prior to the
filing of any such Registration Statement or Prospectus or amendment or
supplement thereto, such Selling Holder has furnished in writing to the Company
information expressly for use in such Registration Statement or Prospectus or
any amendment or supplement thereto which corrected or made not misleading
information previously furnished to the Company. The Selling Holder shall
reimburse the Company and each such Controlling Person for any legal and other
expenses reasonably incurred by the Company or any such Controlling Person in
investigating or defending or preparing to defend against any such Damages or
proceedings. In no event shall the liability of any Selling Holder be greater in
amount that the dollar amount of the proceeds received by such Selling Holder
upon the sale of the Registrable Securities giving rise to such indemnification
obligation. This indemnity will survive the transfer of the Registrable
Securities by the Holder thereof for a period of two (2) years.

         SECTION 4.3. Conduct of Indemnification Proceedings. Promptly after
receipt by any Person in respect of which indemnity may be sought pursuant to
Section 4.1 or 4.2 (an "Indemnified Party') of notice of any claim or the
commencement of any action, the Indemnified Party shall, if a claim in respect
thereof is to be made against the Person against whom such indemnity may be
sought (an "Indemnifying Party"), notify the Indemnifying Party in writing of
the claim or the commencement of such action; provided that the failure to
notify the Indemnifying Party shall not relieve it from any liability which it
may have to an Indemnified Party otherwise than under Section 4.1 or 4.2 except
to the extent of any actual prejudice resulting therefrom. If any such claim or
action shall be brought against an Indemnified Party, and it shall notify the
Indemnifying Party thereof, the Indemnifying Party shall be entitled to
participate therein, and, to the extent that it wishes, jointly with any other
similarly notified Indemnifying Party, to assume the defense thereof with
counsel reasonably satisfactory to the Indemnified Party. After notice from the
Indemnifying Party to the Indemnified Party of its election to assume the
defense of such claim or action, the Indemnifying Party shall not be liable to
the Indemnified Party for any legal or other expenses subsequently incurred by
the Indemnified Party in connection with the defense thereof other than
reasonable costs of investigation; provided that the Indemnified Party shall
have the right to employ separate counsel to represent the Indemnified Party and
its Controlling Persons who may be subject to liability arising out of any claim
in respect to which indemnity may be sought by the Indemnified Party against the
Indemnifying Party, but the fees and expenses of such counsel shall be for the
account of such Indemnified Party unless (i) the Indemnifying Party and the
Indemnified Party shall have mutually agreed to the retention of such counsel or
(ii) in the opinion of counsel to such Indemnified Party, representation of both
parties by the same counsel would be inappropriate due to actual or potential
conflicts of interest between them, it being understood, however, that the
Indemnifying Party shall not, in connection with any one such claim or action or
separate but substantially similar or related claims or actions in the same
jurisdiction arising out of the same allegations or circumstances, be liable for
the fees and expenses of more than one separate firm of attorneys (together with
local counsel) at any time for all Indemnified Parties. No Indemnifying Party
shall, without the prior written consent of the Indemnified Party, effect any
settlement of any claim or pending or threatened proceeding in respect of which
the Indemnified Party is or could have been a party and indemnity could have
been sought hereunder by such Indemnified Party, unless such settlement includes
an unconditional release of such Indemnified Party from all liability arising
out of such claim or proceeding. Whether or not the defense of any claim or
action is assumed by the Indemnifying Party, such Indemnifying Party will not be
subject to any





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liability for any settlements made without its consent, which consent will not
be unreasonably withheld. In all instances, the Indemnified Party shall
cooperate fully with the Indemnifying Party or its counsel in the defense of
each claim or action.


                                   ARTICLE 5.
                                  MISCELLANEOUS

         SECTION 5.1. Participation in Underwritten Registrations. No Person may
participate in any underwritten registration hereunder unless such Person (a)
agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements, and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements and these
registration rights.

         SECTION 5.2. Rule 144 and 144A. The Company covenants that it will use
its reasonable best efforts to file any reports required to be filed by it under
the Securities Act and the Exchange Act and that it will take such further
action as any Holder may reasonably request, all to the extent required from
time to time to enable Holders to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by (a) Rule 144 or Rule 144A under the Securities Act, or (b) any other
applicable exemption from the registration requirements of the Securities Act
adopted by the Commission. Upon the request of any Holder, the Company will
deliver to such Holder a written statement as to whether it has complied with
such requirements.

         SECTION 5.3. Amendment and Modification. Any provision of this
Agreement may be waived, provided that such waiver is set forth in a writing
executed by the party against whom the enforcement of such waiver is sought.
This Agreement may not be amended, modified or supplemented other than by a
written instrument signed by the holders of at least a majority of the
Registrable Securities (calculated on an as converted basis). No course of
dealing between or among any Persons having any interest in this Agreement will
be deemed effect to modify, amend or discharge any part of this Agreement or any
rights or obligations of any Person under or by reason of this Agreement.

         SECTION 5.4. Successors and Assigns; Third Party Beneficiaries. This
Agreement and all of the provisions hereof shall be binding upon and inure to
the benefit of the parties hereto, each subsequent Holder and their respective
successors and assigns and executors, administrators and heirs. Holders are
intended third party beneficiaries of this Agreement, and this Agreement may be
enforced by such Holders.

         SECTION 5.5. Entire Agreement. This Agreement sets forth the entire
agreement and understanding between the parties as to the subject matter hereof
and merges and supersedes all prior discussions, agreements and understandings
of any and every nature among them.

         SECTION 5.6. Headings. Subject headings are included for convenience
only and shall not affect the interpretation of any provisions of this
Agreement.

         SECTION 5.7. Notices. Any notice, demand, request, waiver, or other
communication under this Agreement shall be in writing and shall be deemed to
have been duly given on the date of service if personally served or sent by
telecopy, on the Business Day after notice is delivered to





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<PAGE>   13

a courier or mailed by express mail confirmed if sent by courier delivery
service or express mail for next day delivery and on the third day after mailing
if mailed to the party to whom notice is to be given, by first class mail,
registered, return receipt requested, postage prepaid and addressed to the
following:

           If to the Company:           Compass Knowledge Holdings, Inc.
                                        2710 Rew Circle
                                        Suite 100
                                        Ocoee, Florida 34761
                                        Attention: Rogers W. Kirven, Jr.
                                        Telefax: (407) 656-4080

           If to UFF:                   University of Florida Foundation, Inc.
                                        Post Office Box 100185
                                        Gainesville, Florida

           With a copy to:              Smith Hulsey & Busey
                                        1800 First Union National Bank Tower
                                        225 Water Street
                                        Jacksonville, FL 32201-3315
                                        Attention: M. Richard Lewis, Jr.

         SECTION 5.8. Governing Law: Forum: Process. This Agreement shall be
governed by and construed in accordance with the laws of the State of Florida,
without regard to any choice-of-law principles thereof.

         SECTION 5.9. Consent to Jurisdiction, Waiver of Immunities. The Company
and the Holders hereby irrevocably submit to the non-exclusive jurisdiction of
any court of the State of Florida or United States federal court sitting in
Alachua County, Florida, and any appellate court therefrom, in any action or
proceeding arising out of or relating to this Agreement and hereby irrevocably
agree that all claims in respect to such action or proceeding may be heard and
determined in such court. The Company and the Holders irrevocably waive, to the
fullest extent permitted by applicable law, the defense of an inconvenient forum
to the maintenance of such action or proceeding.

         SECTION 5.10 Recapitalization, etc. In the event that any securities
are issued in respect of, in exchange for, or in substitution of, any
Registrable Securities by reason of any reorganization, reclassification,
merger, consolidation, spin-off, partial or complete liquidation, stock
dividend, stock split, sale of assets, distribution to stockholders or
combination of the shares of Registrable Securities or any other change in the
Company's capital structure, appropriate adjustments shall be made in the
percentages specified herein so as to fairly and equitably preserve as far as
practicable, the original rights and obligations of the parties hereto under
this Agreement, all in accordance with the terms and conditions set in the
Agreement.

         SECTION 5.11. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, and all of which taken
together shall constitute one and the same agreement.

         SECTION 5.12. Severability. In the event that any one or more of the
immaterial provisions contained in this Agreement shall for any reason be held
to be invalid, illegal or unenforceable, the same shall not affect any other
provision of this Agreement, but this




                                       12
<PAGE>   14

Agreement shall be construed in a manner which, as nearly as possible, reflects
the original intent of the parties.

         SECTION 5.13. No Prejudice. The terms of this Agreement shall not be
construed in favor of or against any party on account of its participation in
the preparation hereof.

         SECTION 5.14. Words in Singular and Plural Form. Words used in the
singular form in this Agreement shall be deemed to import the plural, and vise
versa, as the sense may require.

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

                                    COMPASS KNOWLEDGE HOLDINGS, INC.
                                    a Florida corporation



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



                                    UNIVERSITY OF FLORIDA FOUNDATION, INC.
                                    a Florida not for profit corporation



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






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