Exhibit 10.2

                          REGISTRATION RIGHTS AGREEMENT

     REGISTRATION  RIGHTS AGREEMENT (the "Agreement"),  dated as of December 27,
2001, by and between TekInsight.com, Inc., a company organized under the laws of
the State of Delaware (the "Company"),  and DynCorp,  a company  organized under
the laws of the State of Delaware (the "Holder").

     WHEREAS,  the  respective  Boards of Directors of the Company,  the Holder,
TekInsight  Services,  Inc.  ("Services"),  a  wholly-owned  subsidiary  of  the
Company,  and  DynCorp  Management  Resources,   Inc.  ("DMR"),  a  wholly-owned
subsidiary of the Holder,  have approved an Agreement and Plan of Reorganization
(the  "Reorganization  Agreement") and have adopted a related Agreement and Plan
of  Merger  dated  as of the  date  hereof  (together  with  the  Reorganization
Agreement, the "Merger Agreements"), providing for certain transactions pursuant
to which DMR would be merged with and into Services (the "Merger");

     WHEREAS,  pursuant to the Merger,  the Company will issue certain shares of
its Class B common stock, par value, $0.0001 per share, ("Class B Common Stock")
to the Holder as set forth in the Merger Agreements;

     WHEREAS,  the parties  desire to set forth the rights of the Holder and the
obligations  of the Company  with  respect to the  registration  of  Registrable
Securities  (as  defined  herein)  pursuant  to the  Securities  Act (as defined
herein);

     NOW THEREFORE,  in consideration  of the premises and the  representations,
warranties  and  agreements  contained  herein,  and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto agree as follows:


                             Section 1. Definitions.
                                        ------------

     As used in this  Agreement,  the  following  terms shall have the following
meanings:

     "Affiliate"  shall have the  meaning  set forth in Rule  12b-2  promulgated
under the Exchange Act.

     "Class A Common Stock" shall mean the shares of Class A common  stock,  par
value $0.0001 per share, of the Company.


<PAGE>

     "Class B Common Stock" shall have the meaning set forth in the preamble.

     "Company"  shall have the meaning set forth in the  preamble and shall also
include the Company's successors.

     "Exchange Act" shall mean the  Securities  Exchange Act of 1934, as amended
from time to time.

     "Holder"  shall have the meaning set forth in the  preamble  and shall also
include any  successor,  assignee or  transferee  who shall  hereafter  hold the
Registrable Securities as set forth in Section 6(d).

     "Incidental Registration" shall mean a registration required to be effected
by the Company pursuant to Section 2(b).

     "Incidental  Registration Statement" shall mean a registration statement of
the Company,  as provided in Section 2(b),  which covers any of the  Registrable
Securities on an appropriate  form in accordance with the Securities Act and all
amendments  and   supplements   to  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.

     "NASD" shall mean the National Association of Securities Dealers, Inc.

     "Person" shall mean any individual, limited or general partnership, limited
liability company, corporation,  trust, joint venture, association,  joint stock
company or unincorporated organization.

     "Prospectus"   shall  mean  the  prospectus   included  in  a  Registration
Statement,  including any  preliminary  Prospectus,  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  Securities  and by all other
amendments  and  supplements  to  such  Prospectus,   including   post-effective
amendments, and in each case all material incorporated by reference therein.

     "Registrable Securities" shall mean, collectively,  (i) the shares of Class
A Common  Stock into which  shares of Class B Common Stock as of the date hereof

                                      -2-
<PAGE>

are  convertible  pursuant to the Company's  certificate of  incorporation  (the
"Shares"), (ii) any stock or other securities into which or for which the Shares
may  hereafter be changed,  converted or exchanged,  (iii) any other  securities
issued or distributed in respect of the Shares by way of stock dividend or stock
split  or  in  connection  with  a  combination  of  shares,   recapitalization,
reorganization, merger, consolidation or otherwise and (iv) any other securities
into which or for which shares of any other successor securities are received in
respect of any of the  foregoing (i) through  (iii);  provided that in the event
that any  Registrable  Securities  (as  defined  without  giving  effect to this
proviso) are being registered  pursuant  hereto,  the Holder may include in such
registration  (subject to the limitations of this Agreement otherwise applicable
to the inclusion of Registrable  Securities)  any shares of Class A Common Stock
or securities  acquired in respect  thereof  thereafter  acquired by the Holder,
which  shall  also  be  deemed  to  be  "Shares,"  and  accordingly  Registrable
Securities, for purposes of such registration. Registrable Securities will cease
to be Registrable  Securities  when (i) a Registration  Statement  covering such
Registrable  Securities has been declared effective under the Securities Act and
they have been disposed of pursuant to such  effective  Registration  Statement,
(ii) such  Registrable  Securities are  distributed,  or  distributable,  to the
public  pursuant to Rule 144 (or any similar  provision then in force) under the
Securities  Act  or  otherwise  transferred  in a  manner  that  results  in the
transferred security being delivered not being subject to transfer  restrictions
under the Securities Act, or (iii) such Registrable Securities shall have ceased
to be outstanding.

     "Registration   Expenses"  shall  mean  (i)  all   registration,   listing,
qualification  and filing  fees  (including  NASD  filing  fees),  (ii) fees and
disbursements of counsel for the Company,  (iii) accounting fees incident to any
such  registration,  (iv) blue sky fees and expenses  (including counsel fees in
connection  with the  preparation of a Blue Sky Memorandum and legal  investment
survey and NASD  filings),  (v) all  expenses  of any  Persons in  preparing  or
assisting in  preparing,  printing,  distributing,  mailing and  delivering  any
Registration Statement, any Prospectus, any underwriting agreements, transmittal
letters,   securities  sales  agreements,   securities  certificates  and  other
documents  relating to the  performance of and compliance  with this  Agreement,
(vi) the expenses incurred in connection with making road show presentations and
holding  meetings with potential  investors to facilitate the  distribution  and
sale of Registrable  Securities which are customarily borne by the issuer, (vii)
underwriter fees,  excluding discounts and commissions,  and (viii) all internal
expenses of the Company  (including  all  salaries  and expenses of officers and
employees   performing   legal  or  accounting   duties);   provided,   however,
Registration Expenses shall not include any Selling Expenses.


                                      -3-
<PAGE>

     "Registration  Statement"  shall  mean any  registration  statement  of the
Company  which  covers  any  Registrable   Securities  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.

     "Related  Securities"  shall mean any securities of the Company  similar or
identical to any of the Registrable  Securities  including,  without limitation,
Class A Common Stock, Class B Common Stock and all options, warrants, rights and
other  securities  convertible  into, or exchangeable or exercisable for Class A
Common  Stock or Class B Common  Stock  (other than any of the  foregoing  to be
offered or sold to officers, directors or employees as compensation).

     "Required  Registration" shall mean a registration  required to be effected
pursuant to Section 2(a).

     "Required Registration Statement" shall mean a Registration Statement which
covers the Registrable  Securities  requested to be included therein pursuant to
the  provisions  of Section  2(a) on an  appropriate  form (in  accordance  with
Section 4(a)  hereof)  pursuant to the  Securities  Act, and which form shall be
available for the sale of the  Registrable  Securities  in  accordance  with the
intended  method or methods of  distribution  thereof,  and all  amendments  and
supplements to 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.

     "SEC" shall mean the Securities and Exchange Commission.

     "Selling Expenses" shall mean underwriting  discounts,  selling commissions
and stock transfer taxes applicable to the shares registered by the Holder.

     "Securities  Act" shall mean the  Securities  Act of 1933,  as amended from
time to time.

     "Underwriter" shall have the meaning set forth in Section 5(a).

     "Underwritten  Offering"  shall mean a sale of securities of the Company to
an Underwriter or Underwriters for reoffering to the public.


                                      -4-
<PAGE>

               Section 2. Registration Under the Securities Act.
                          --------------------------------------

             (a)  Required Registration.
                  ----------------------

     (i) Right to Require  Registration.  At any time  following the date hereof
(subject to  extension  in  accordance  with the  penultimate  paragraph of this
Section  2(a)(i)),  the  Holder  shall  have the right to  request in writing (a
"Request") (which Request shall specify the Registrable  Securities  intended to
be disposed of by the Holder and the intended  method of  distribution  thereof)
that the Company  register the  Registrable  Securities  of the Holder by filing
with the SEC a  Required  Registration  Statement.  Upon the  receipt  of such a
Request,  the  Company  will,  not later  than the 60th  calendar  day after the
receipt  of such a  Request  by the  Company,  cause to be filed  with the SEC a
Required  Registration  Statement covering the Registrable  Securities which the
Company  has  been so  requested  to  register  in such  Request.  The  Required
Registration  Statement will provide for the  registration  under the Securities
Act of the  Registrable  Securities  which the Company has been so  requested to
register by the  Holder,  subject to the  limitations  of this  Section,  to the
extent  necessary to permit the  disposition of such  Registrable  Securities in
accordance with the intended methods of distribution  thereof  specified in such
Request  and the  Company  shall use its  reasonable  best  efforts to have such
Required  Registration  Statement  declared  effective  by the  SEC as  soon  as
practicable thereafter and, subject to Section 2(a)(iii),  to keep such Required
Registration  Statement  continuously  effective  for a  period  of at  least 60
calendar days (or, in the case of an Underwritten  Offering,  such period as the
Underwriters shall reasonably require) following the date on which such Required
Registration  Statement is declared effective (or such shorter period which will
terminate  when  all of the  Registrable  Securities  covered  by such  Required
Registration  Statement  have  been  sold  pursuant  thereto),   including,   if
necessary, by filing with the SEC a post-effective  amendment or a supplement to
the Required  Registration  Statement or the related  Prospectus or any document
incorporated  therein by reference or by filing any other  required  document or
otherwise  supplementing  or amending the Required  Registration  Statement,  if
required  by  the  rules,   regulations  or   instructions   applicable  to  the
registration form used by the Company for such Required  Registration  Statement
or by the  Securities  Act, the Exchange  Act, any state  securities or blue sky
laws or any rules and regulations thereunder.

     The Company shall not be required to effect,  pursuant to this Section 2(a)
more than two (2)  registrations  requested by the Holder.  A Request which does
not result in an effective  registration  under the  Securities Act shall not be
counted in determining whether these registrations have occurred.


                                      -5-
<PAGE>

     A Request may be withdrawn prior to the filing of the Required Registration
Statement  by the Holder (a  "Withdrawn  Request")  and a Required  Registration
Statement may be withdrawn prior to the  effectiveness  thereof by the Holder (a
"Withdrawn  Required  Registration").  A  withdrawal  shall not be  treated as a
Required Registration which shall have been effected pursuant to the immediately
preceding paragraph.

     The Holder shall not, without the Company's consent, be entitled to deliver
a Request for a Required Registration if less than 90 calendar days have elapsed
since (A) the effective date of a prior Required  Registration  Statement or (B)
in the case of a Required  Registration which is effected other than by means of
an  Underwritten  Offering,  the sale by  Holder of its  Registrable  Securities
pursuant thereto or the Required Registration  Statement ceasing to be effective
under the Securities  Act or (C) the date of withdrawal of a Withdrawn  Required
Registration.

     Notwithstanding  the  foregoing,  the  Company  may delay the filing or the
effectiveness of any Required Registration  Statement for a period not to exceed
90 days (a "Blackout  Period") if the Board of Directors of the Company,  in its
reasonable judgment,  determines that such registration would interfere with any
pending material financing,  acquisition,  corporate reorganization or any other
material corporate  development involving the Company or any of its subsidiaries
or would require  premature  disclosure  thereof;  provided,  however,  that the
aggregate number of days included in all Blackout Periods during any consecutive
12 months shall not exceed 90 days.

     The registration  rights granted pursuant to the provisions of this Section
2(a) shall be in addition to the  registration  rights  granted  pursuant to the
other provisions of this Section 2.

     (ii)  Priority  in  Required  Registrations.  If  a  Required  Registration
involves an Underwritten Offering, and the sole Underwriter or the lead managing
Underwriter,  as the case may be, of such Underwritten Offering shall advise the
Company  in  writing  on or before the date five (5) days prior to the date then
scheduled for such  offering  that,  in its opinion,  the amount of  Registrable
Securities  requested to be included in such Required  Registration  exceeds the
amount  which  can be sold in such  offering  without  adversely  affecting  the
success of the  distribution of the Registrable  Securities  being offered,  the
Company  will  include  in  such  Required   Registration  only  the  amount  of
Registrable  Securities  that  the  Company  is so  advised  can be sold in such
offering;  provided,  however,  that the Company shall be required to include in

                                      -6-
<PAGE>

such Required  Registration:  first, all Registrable  Securities requested to be
included in the Required Registration by the Holder,  second, if all Registrable
Securities  requested to be included in the Required  Registration by the Holder
can be so included,  all other  securities  requested,  in  accordance  with any
registration  rights which are granted in  compliance  with Section  6(a), to be
included  in such  Required  Registration  which  are of the  same  class as the
Registrable  Securities  and,  to the  extent  not all  such  securities  can be
included in such Required Registration,  the number of securities to be included
shall be allocated pro rata among the holders  thereof  requesting  inclusion in
such Required Registration on the basis of the number of securities requested to
be included by all such holders.

     (iii)  Shelf  Registration.  If,  at the time  the  Company  registers  the
Registrable  Securities  under the Securities Act pursuant to this Section 2(a),
the sale or other  disposition of such Registrable  Securities by the Holder may
be made pursuant to a Registration  Statement on Form S-3 (or any successor form
that permits the  incorporation  by  reference of future  filings by the Company
under the Exchange  Act),  then such  Required  Registration  Statement,  unless
otherwise  directed  by the  Holder,  shall be filed as a  "shelf"  Registration
Statement pursuant to Rule 415 under the Securities Act (or any successor rule).
Any such shelf  registration  shall  cover the  disposition  of all  Registrable
Securities in one or more underwritten  offerings,  block  transactions,  broker
transactions,  at-market transactions and in such other manner or manners as may
be  specified  by the  Holder.  Notwithstanding  the  requirements  in the first
paragraph of Section 2(a)(i) with respect to the period of  effectiveness of any
Required  Registration  Statement,  the Company  shall use its  reasonable  best
efforts to keep such "shelf" registration  continuously effective as long as the
delivery of a Prospectus is required under the Securities Act in connection with
the  disposition  of the  Registrable  Securities  registered  thereby  and,  in
furtherance  of such  obligation,  shall  supplement or amend such  Registration
Statement if, as and when required by the rules,  regulations  and  instructions
applicable  to the form  used by the  Company  for such  registration  or by the
Securities Act or by any other rules and  regulations  thereunder  applicable to
shelf  registrations.  On one  occasion  during  each  twelve  months such shelf
Registration Statement remains effective, upon the Holder's receipt of notice of
the decision of the Board of  Directors  as specified in the fifth  paragraph of
Section  2(a)(i)  above,  the  Holder  will  refrain  from  making  any sales of
Registrable Securities under the shelf Registration Statement for a period of up
to 90 days.

      (b)      Incidental Registration.
               -------------------------


                                      -7-
<PAGE>

     (i) Right to Include  Registrable  Securities.  If at any time the  Company
proposes to register any Related Securities under the Securities Act (other than
(A) any  registration  of public  sales or  distributions  solely by and for the
account of the Company of securities issued (x) pursuant to any employee benefit
or similar plan, including employee stock and stock option plus, or any dividend
reinvestment  plan or (y) in any  acquisition  by the Company or (B) pursuant to
Section 2(a) hereof),  either in connection with a primary offering for cash for
the account of the Company or a secondary offering or a combination thereof, the
Company will, each time it intends to effect such a  registration,  give written
notice to the Holder at least ten (10) business days prior to the initial filing
of a  Registration  Statement  with the SEC  pertaining  thereto,  informing the
Holder of its intent to file such  Registration  Statement  and of the  Holder's
rights to request the  registration  of the  Registrable  Securities held by the
Holder under this Section 2(b) (the "Company Notice").  Upon the written request
of the Holder made within seven (7) business days after any such Company  Notice
is given (which request shall specify the Registrable  Securities intended to be
disposed of by the Holder and, unless the applicable registration is intended to
effect a primary  offering  of Class A Common  Stock for cash for the account of
the Company, the intended method of distribution  thereof), the Company will use
its reasonable best efforts to effect the registration  under the Securities Act
of all  Registrable  Securities  which  the  Company  has been so  requested  to
register  by the Holder to the extent  required  to permit the  disposition  (in
accordance with the intended methods of distribution  thereof or, in the case of
a registration  which is intended to effect a primary  offering for cash for the
account of the Company,  in  accordance  with the Company's  intended  method of
distribution)  of the  Registrable  Securities  so requested  to be  registered,
including, if necessary, by filing with the SEC a post-effective  amendment or a
supplement to the Incidental Registration Statement or the related Prospectus or
any document  incorporated  therein by reference or by filing any other required
document or  otherwise  supplementing  or amending the  Incidental  Registration
Statement,  if required by the rules,  regulations or instructions applicable to
the  registration  form used by the  Company  for such  Incidental  Registration
Statement by the Securities  Act, any state  securities or blue sky laws, or any
rules and regulations thereunder;  provided, however, that if, at any time after
giving  written  notice of its intention to register any securities and prior to
the effective date of the Incidental  Registration Statement filed in connection
with such  registration,  the  Company  shall  determine  for any  reason not to
register or to delay  registration of such  securities,  the Company may, at its
election,  give  written  notice  of  such  determination  to  the  Holder  and,
thereupon, (A) in the case of a determination not to register, the Company shall
be  relieved  of its  obligation  to  register  any  Registrable  Securities  in
connection  with  such  registration  (but not from  its  obligation  to pay the
Registration Expenses incurred in connection therewith) and (B) in the case of a

                                      -8-
<PAGE>

determination  to delay such  registration,  the Company  shall be  permitted to
delay  registration  of any Registrable  Securities  requested to be included in
such  Incidental  Registration  Statement  for the same  period  as the delay in
registering such other securities.

     The registration  rights granted pursuant to the provisions of this Section
2(b) shall be in addition to the  registration  rights  granted  pursuant to the
other provisions of this Section 2.

     (ii) Priority in Incidental  Registrations.  If a registration  pursuant to
this Section 2(b) involves an  Underwritten  Offering of the securities so being
registered, whether or not for sale for the account of the Company, and the sole
Underwriter  or the lead  managing  Underwriter,  as the  case  may be,  of such
Underwritten  Offering  shall advise the Company in writing  (with a copy to the
Holder) on or before the date five (5) days prior to the date then scheduled for
such  offering  that,  in its  opinion,  the  amount  of  securities  (including
Registrable  Securities)  requested to be included in such registration  exceeds
the amount  which can be sold in (or during the time of) such  offering  without
adversely  affecting the success of the  distribution  of the  securities  being
offered,  then the Company  will  include in such  registration  first,  all the
securities  entitled to be sold pursuant to such Registration  Statement without
reference to the  incidental  registration  rights of any holder  (including the
Holder), second, the amount of Registrable Securities requested by the Holder to
be  included  in such  registration  and third,  the amount of other  securities
requested to be included in such registration that the Company is so advised can
be sold in (or during the time of) such offering,  allocated, if necessary,  pro
rata among the holders thereof  requesting such registration on the basis of the
number  of the  securities  beneficially  owned  at  the  time  by  the  holders
requesting inclusion of their securities;  provided,  however, that in the event
the Company determines,  by virtue of this paragraph, not to include in any such
registration  all of the  Registrable  Securities of the Holder  requested to be
included  in such  registration,  the Holder  may,  upon  written  notice to the
Company  given within  three (3)  business  days of the time the Holder first is
notified of such matter, reduce the amount of Registrable  Securities it desires
to  have  included  in  such   registration,   whereupon  only  the  Registrable
Securities, if any, it desires to have included will be so included.

     (c)  Expenses.  The  Company  agrees to pay all  Registration  Expenses  in
connection  with (i) each of the two (2)  registrations  requested  pursuant  to
Section  2(a)  and  (ii)  each  registration  as to which  the  Holder  requests
inclusion  of  Registrable  Securities  pursuant  to Section  2(b).  All Selling
Expenses  relating to  securities  registered  on behalf of the Holder  shall be
borne by the Holder.


                                      -9-
<PAGE>

     (d)  Effective  Registration  Statement;  Suspension.  Subject to the third
paragraph of Section 2(a)(i), a Registration  Statement pursuant to Section 2(a)
will not be deemed to have become effective (and the related  registration  will
not be deemed to have been  effected)  unless it has been declared  effective by
the SEC prior to a request by the Holder  that such  Registration  Statement  be
withdrawn; provided, however, that if, after it has been declared effective, the
offering of any Registrable  Securities pursuant to such Registration  Statement
is interfered  with by any stop order,  injunction or other order or requirement
of the SEC or any other  governmental  agency or court,  any period during which
use of such Registration  Statement shall be so interfered with shall be treated
as a Suspension Period as defined in the second paragraph of this Section 2(d).

     Any period during which the Company fails to keep any Required Registration
Statement  effective and usable for resale of  Registrable  Securities  shall be
referred to as a "Suspension  Period." A Suspension Period shall (a) commence on
and include the  earlier of the date that (i) the Company  gives  notice or (ii)
the Holder is advised by  counsel or the SEC,  in either  case,  that a Required
Registration   Statement  is  no  longer  effective  or  usable  for  resale  of
Registrable  Securities  and (b) end on and  including  the date when the Holder
either receives copies of the supplemented or amended Prospectus contemplated by
Section 4(j) or is advised in writing by the Company (having a reasonable  basis
to so advise) that the use of the Prospectus may be resumed. In the event of one
or more Suspension  Periods,  the applicable time period referenced in the first
paragraph of Section  2(a)(i))  shall be extended by the number of days included
in each Suspension Period, and, in the event any Suspension Period occurs sooner
than 30 days after the end of the  previous  Suspension  Period or 30 days after
the initial  effectiveness of any Required Registration  Statement,  none of the
days  between  such  Suspension  Periods  (as the  case may be) or prior to such
Suspension Period shall be included in computing such applicable time period.

     (e) Selection of Underwriters. At any time or from time to time, the Holder
may elect to have its Registrable  Securities  sold in an Underwritten  Offering
and may  select the  investment  banker or  investment  bankers  and  manager or
managers that will serve as lead and  co-managing  Underwriters  with respect to
the  offering  of its  Registrable  Securities,  subject  to the  consent of the
Company which shall not be unreasonably withheld.


                                      -10-
<PAGE>

          Section 3.  Registration Procedures.
                      -------------------------

     In connection  with the  obligations of the Company  pursuant to Section 2,
the  Company  shall use its  reasonable  best  efforts  to effect or cause to be
effected the registration of the Registrable Securities under the Securities Act
to permit the sale of such  Registrable  Securities  by the Holder in accordance
with its intended method of distribution, and the Company shall:

     (a) (i)  subject  to Section  2(a)(iii),  prepare  and file a  Registration
Statement  with the SEC which (x) shall be on Form S-3 (or any successor to such
form),  if available,  and otherwise on Form S-1, (y) shall be available for the
sale or exchange of the  Registrable  Securities in accordance with the intended
method or methods of  distribution by the Holder and (z) shall comply as to form
with  the  requirements  of  the  applicable  form  and  include  all  financial
statements  required by the SEC to be filed therewith and all other  information
reasonably  requested by the lead managing  Underwriter or sole Underwriter,  if
applicable,  to be included  therein,  (ii) use its  reasonable  best efforts to
cause such  Registration  Statement to become  effective and remain effective in
accordance with Section 2, (iii) use its reasonable best efforts not to take any
action  that  would  cause  a  Registration  Statement  to  contain  a  material
misstatement  or  omission  or to be not  effective  and  usable  for  resale of
Registrable  Securities  during the period that such  Registration  Statement is
required to be effective and usable and (iv) cause each  Registration  Statement
and the related  Prospectus and any amendment or supplement  thereto,  as of the
effective date of such  Registration  Statement,  amendment or supplement (x) to
comply in all material  respects with any requirements of the Securities Act and
the rules and regulations of the SEC and (y) not to contain any untrue statement
of a  material  fact  required  to be stated  therein or  necessary  to make the
statements therein not misleading;

     (b) subject to  paragraph  (j) of this Section 4, prepare and file with the
SEC such  amendments  and  post-effective  amendments to each such  Registration
Statement, as may be necessary to keep such Registration Statement effective for
the applicable  period;  cause each such  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 with respect to the disposition of all securities covered by each
Registration  Statement  during the  applicable  period in  accordance  with the
intended  method or methods of  distribution  by the Holder as set forth in such
registration statement;

     (c)  furnish  to the  Holder  and to each  Underwriter  of an  Underwritten
Offering of Registrable  Securities,  if any, without charge,  as many copies of
each  Prospectus,  including each preliminary  Prospectus,  and any amendment or

                                      -11-
<PAGE>

supplement  thereto and such other  documents as the Holder or  Underwriter  may
reasonably  request in order to facilitate the public sale or other  disposition
of the  Registrable  Securities;  the Company hereby  consents to the use of the
Prospectus,  including  each  preliminary  Prospectus,  by the  Holder  and each
Underwriter of an Underwritten Offering of Registrable Securities covered by the
Prospectus or the preliminary  Prospectus (and the Holder hereby agreeing not to
make a broad public  dissemination of a form of preliminary  Prospectus which is
designed to be a "quiet filing" without the Company's  consent,  such consent to
not be withheld unreasonably);

     (d) (i) use  its  reasonable  best  efforts  to  register  or  qualify  the
Registrable  Securities,  no later  than the  time the  applicable  Registration
Statement  is  declared  effective  by  the  SEC,  under  all  applicable  state
securities or "blue sky" laws of such jurisdictions as each Underwriter, if any,
or the Holder, shall reasonably request; (ii) use its reasonable best efforts to
keep each such  registration or  qualification  effective during the period such
Registration  Statement is required to be kept  effective;  and (iii) do any and
all other acts and things  which may be  reasonably  necessary  or  advisable to
enable  each  such  Underwriter,  if  any,  and the  Holder  to  consummate  the
disposition in each such  jurisdiction of such  Registrable  Securities owned by
such Underwriter or the Holder; provided, however, that the Company shall not be
obligated to qualify as a foreign  corporation  or as a dealer in  securities in
any  jurisdiction in which it is not so qualified or to consent to be subject to
general  service of process  (other than service of process in  connection  with
such  registration  or  qualification  or any sale of Registrable  Securities in
connection therewith) in any such jurisdiction;

     (e) notify the Holder  promptly,  and, if requested by the Holder,  confirm
such advice in writing,  (i) when a Registration  Statement has become effective
and when any post-effective amendments and supplements thereto become effective,
(ii) of the  issuance by the SEC or any state  securities  authority of any stop
order,  injunction or other order or requirement suspending the effectiveness of
a Registration  Statement or the initiation of any proceedings for that purpose,
(iii) if, between the effective date of a Registration Statement and the closing
of any sale of securities covered thereby pursuant to any agreement to which the
Company is a party, the  representations and warranties of the Company contained
in such  agreement  cease to be true and correct in all material  respects or if
the Company  receives any  notification  with respect to the  suspension  of the
qualification of the Registrable  Securities for sale in any jurisdiction or the
initiation of any  proceeding  for such purpose and (iv) of the happening of any
event  during the period a  Registration  Statement  is effective as a result of
which such Registration  Statement or the related Prospectus contains any untrue

                                      -12
<PAGE>

statement of a material  fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not misleading;

     (f) furnish counsel for each such  Underwriter,  if any, and for the Holder
copies  of  any  request  by  the  SEC or any  state  securities  authority  for
amendments or  supplements  to a  Registration  Statement and  Prospectus or for
additional information;

     (g) use its  reasonable  best efforts to obtain the withdrawal of any order
suspending  the  effectiveness  of a  Registration  Statement  at  the  earliest
possible time;

     (h)  upon  request,  furnish  to the  sole  Underwriter  or  lead  managing
Underwriter  of an  Underwritten  Offering of  Registrable  Securities,  if any,
without charge, at least one signed copy of each Registration  Statement and any
post-effective amendment thereto,  including financial statements and schedules,
all documents incorporated therein by reference and all exhibits; and furnish to
the Holder,  without  charge,  at least one conformed copy of each  Registration
Statement  and  any   post-effective   amendment   thereto  (without   documents
incorporated therein by reference or exhibits thereto, unless requested);

     (i)  cooperate  with the Holder and the sole  Underwriter  or lead managing
Underwriter of an Underwritten  Offering of Registrable  Securities,  if any, to
facilitate  the timely  preparation  and delivery of  certificates  representing
Registrable  Securities to be sold and not bearing any restrictive  legends; and
enable such Registrable Securities to be in such denominations  (consistent with
the provisions of the governing  documents thereof) and registered in such names
as the  Holder  or the  sole  Underwriter  or lead  managing  Underwriter  of an
Underwritten Offering of Registrable Securities,  if any, may reasonably request
at least three business days prior to any sale of Registrable Securities;

     (j) upon the occurrence of any event  contemplated by paragraph  (e)(iv) of
this  Section,  use its  reasonable  best  efforts  to prepare a  supplement  or
post-effective  amendment to a Registration Statement or the related Prospectus,
or any document  incorporated  therein by reference,  or file any other required
document so that, as thereafter  delivered to the purchasers of the  Registrable
Securities,  such Prospectus will not contain any 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,  in light of the circumstances  under
which they were made, not misleading;


                                      -13-
<PAGE>

     (k)  enter  into  customary  agreements  (including,  in  the  case  of  an
Underwritten Offering,  underwriting agreements in customary form, and including
provisions with respect to  indemnification  and  contribution in customary form
and consistent with the provisions  relating to indemnification and contribution
contained herein) and take all other customary and appropriate  actions in order
to expedite or facilitate the disposition of such Registrable  Securities and in
connection therewith:

     (l)  make  such  representations  and  warranties  to the  Holder  and  the
Underwriters,  if any, in form,  substance and scope as are customarily  made by
issuers to underwriters in similar underwritten offerings;

     (m) obtain  opinions of counsel to the Company and updates  thereof  (which
counsel  and  opinions  (in  form,  scope  and  substance)  shall be  reasonably
satisfactory  to the  lead  managing  Underwriter,  if any,  and as  applicable)
addressed  to the Holder and the  Underwriters,  if any,  covering  the  matters
customarily covered in opinions requested in sales of securities or underwritten
offerings and such other  matters as may be  reasonably  requested by the Holder
and Underwriters;

(n)  obtain comfort letters and updates thereof from the Company's
independent certified public accountants addressed to the Holder, if
permissible, and the Underwriters, if any, which letters shall be customary in
form and shall cover matters of the type customarily covered in comfort letters
to underwriters in connection with primary underwritten offerings;

(o)  to the extent requested and customary for the relevant transaction,
enter into a securities sales agreement with the Holder and such representative
of the Holder as the Holder selects, relating to the Registration and providing
for, among other things, the appointment of such representative as agent for the
Holder for the purpose of soliciting purchases of Registrable Securities, which
agreement shall be customary in form, substance and scope and shall contain
customary representations, warranties and covenants; and

     (p) deliver such customary  documents and certificates as may be reasonably
requested by the Holder or by the managing Underwriters, if any.

The above shall be done (i) at the effectiveness of such Registration  Statement
(and each post-effective  amendment thereto) in connection with any registration
required  hereunder,  and (ii) at each closing under any underwriting or similar
agreement, as and to the extent required thereunder;


                                      -14-
<PAGE>


     (q) make available for inspection by  representatives of the Holder and any
Underwriters  participating  in  any  disposition  pursuant  to  a  Registration
Statement and any counsel or accountant  retained by the Holder or Underwriters,
all relevant  financial and other  records,  pertinent  corporate  documents and
properties  of the  Company and cause the  respective  officers,  directors  and
employees of the Company to supply all information  reasonably  requested by any
such  representative,  Underwriter,  counsel or accountant in connection  with a
Registration Statement;

     (r) (i) within a  reasonable  time prior to the filing of any  Registration
Statement,  any  Prospectus,  any  amendment  to  a  Registration  Statement  or
amendment or supplement to a Prospectus,  provide copies of such document to the
Holder and to counsel to the Holder and to the Underwriter or Underwriters of an
Underwritten  Offering of Registrable  Securities,  if any; fairly consider such
reasonable  changes in any such document prior to or after the filing thereof as
the counsel to the Holder or the Underwriter or the Underwriters may request and
not file any such  document  in a form to which the Holder,  or any  Underwriter
shall reasonably object; and make such of the  representatives of the Company as
shall be reasonably  requested by the Holder being registered or any Underwriter
available for discussion of such document;

      (ii) within a reasonable time prior to the filing of any document which is
to be incorporated  by reference into a Registration  Statement or a Prospectus,
provide copies of such document to counsel for the Holder;  fairly consider such
reasonable  changes in such  document  prior to or after the  filing  thereof as
counsel for the Holder or such Underwriter  shall request;  and make such of the
representatives of the Company as shall be reasonably  requested by such counsel
available for discussion of such document;

     (s) cause all Registrable  Securities to be listed on the [Nasdaq Small Cap
Market] and any securities exchange on which securities of the same class issued
by the Company are then so  qualified or listed if so requested by the Holder or
if so requested by the Underwriter or  Underwriters of an Underwritten  Offering
of Registrable Securities, if any;

     (t) otherwise use its reasonable best efforts to comply with all applicable
rules and  regulations of the SEC,  including  making  available to its security
holders an earnings  statement  covering at least 12 months which shall  satisfy
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;


                                      -15-
<PAGE>

     (u) cooperate  and assist in any filings  required to be made with the NASD
and in the performance of any due diligence  investigation by any Underwriter in
an Underwritten Offering; and

     (v) use its reasonable best efforts to facilitate the distribution and sale
of  any  Registrable  Securities  to be  offered  pursuant  to  this  Agreement,
including without limitation by making road show presentations, holding meetings
with  potential  investors  and taking such other actions as shall be reasonably
requested  by the Holder or the lead  managing  Underwriter  of an  Underwritten
Offering.

     The Holder  agrees,  as a condition to the  registration  obligations  with
respect  to  the  Holder  provided  herein,  to  furnish  to  the  Company  such
information  regarding  the Holder  required to be included in the  Registration
Statement,  the  ownership  of  Registrable  Securities  by the  Holder  and the
proposed  distribution  by the  Holder  of such  Registrable  Securities  as the
Company may from time to time reasonably request in writing.

     The Holder agrees that,  upon receipt of any notice from the Company of the
happening  of any  event of the kind  described  in  paragraph  (e)(iv)  of this
Section,  the Holder  will  forthwith  discontinue  disposition  of  Registrable
Securities  pursuant to the affected  Registration  Statement until the Holder's
receipt of the copies of the supplemented or amended Prospectus, contemplated by
paragraph  (j) of this Section,  and, if so directed by the Company,  the Holder
will deliver to the Company (at the expense of the  Company),  all copies in its
possession, other than permanent file copies then in the Holder's possession, of
the Prospectus  covering such  Registrable  Securities  which was current at the
time of receipt of such notice.

     Section 4. Indemnification; Contribution.
                ------------------------------

     (a)  Indemnification  by the Company.  The Company  agrees to indemnify and
hold harmless each Person who  participates  as an underwriter  (any such Person
being an "Underwriter"),  the Holder and their respective  partners,  directors,
officers  and  employees  and each  Person,  if any,  who controls any Holder or
Underwriter within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act as follows:

     (i) against any and all losses, liabilities, claims, damages, judgments and
reasonable expenses whatsoever, as incurred, arising out of any untrue statement
or alleged  untrue  statement of a material fact  contained in any  Registration
Statement  pursuant to which  Registrable  Securities were registered  under the

                                      -16-
<PAGE>

Securities Act, including all documents  incorporated  therein by reference,  or
the omission or alleged  omission  therefrom of a material  fact  required to be
stated  therein or necessary to make the  statements  therein not  misleading or
arising out of any untrue  statement or alleged  untrue  statement of a material
fact contained in any Prospectus,  including all documents  incorporated therein
by reference,  or the omission or alleged omission  therefrom of a material fact
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading;

     (ii) against any and all losses,  liabilities,  claims, damages,  judgments
and reasonable expenses whatsoever,  as incurred, to the extent of the aggregate
amount paid in settlement of any litigation,  investigation or proceeding by any
governmental  agency or body,  commenced  or  threatened,  or of any other claim
whatsoever based upon any such untrue statement or omission, or any such alleged
untrue  statement or omission,  if such  settlement is effected with the written
consent of the Company; and

     (iii)  against  any and all  reasonable  expense  whatsoever,  as  incurred
(including  fees and  disbursements  of  counsel),  incurred  in  investigating,
preparing or defending  against any litigation,  investigation  or proceeding by
any governmental agency or body,  commenced or threatened,  in each case whether
or not such  Person is a party,  or any  claim  whatsoever  based  upon any such
untrue statement or omission,  or any such alleged untrue statement or omission,
to the extent that any such expense is not paid under  subparagraph  (j) or (ii)
above;  provided,  however,  that this indemnity agreement does not apply to the
Holder or  Underwriter  with  respect  to any loss,  liability,  claim,  damage,
judgment or expense to the extent arising out of any untrue statement or alleged
untrue statement of a material fact contained in any Prospectus, or the omission
or  alleged  omission  therefrom  of a  material  fact  necessary  to  make  the
statements  therein,  in the light of the  circumstances  under  which they were
made, not  misleading,  in any such case made in reliance upon and in conformity
with written  information  furnished to the Company by the Holder or Underwriter
expressly for use in a Registration  Statement (or any amendment thereto) or any
Prospectus (or any amendment or supplement  thereto);  and provided further,  in
the case of an offering that is not an Underwritten  Offering,  the Company will
not be liable to the Holder under the  indemnity  agreement in this Section 4(a)
for any such loss, claim, damage,  liability (or action or proceeding in respect
thereof) or expense  that arises out of the  Holder's  failure to send or give a
copy of the final Prospectus (as its may then be amended or supplemented) to the
Person  asserting an untrue statement or alleged untrue statement or omission or
alleged  omission  at or prior to the  written  confirmation  of the sale of the
Registrable  Securities  to  such  Person  if such  statement  or  omission  was

                                      -17-
<PAGE>

corrected in such final  Prospectus (as it may then be amended or  supplemented)
and the Company has previously  furnished copies thereof in accordance with this
Agreement.

     (b)  Indemnification by the Holder. The Holder agrees to indemnify and hold
harmless  the  Company,  and  each  Underwriter  and  each of  their  respective
partners,  directors,  officers  and  employees  (including  each officer of the
Company who signed the  Registration  Statement),  and each Person,  if any, who
controls the Company or any Underwriter  within the meaning of Section 15 of the
Securities  Act,  against  any and all  losses,  liabilities,  claims,  damages,
judgments and expenses described in the indemnity  contained in paragraph (a) of
this Section  (provided  that any  settlement of the type  described  therein is
effected  with the written  consent of the Holder),  as incurred,  but only with
respect to untrue  statements  or alleged  untrue  statements of a material fact
contained in any Prospectus or the omissions or alleged omissions therefrom of a
material  fact  necessary  to make  the  statements  therein,  in  light  of the
circumstances under which they were made, not misleading,  in any such case made
in reliance upon and in  conformity  with written  information  furnished to the
Company by the Holder expressly for use in such  Registration  Statement (or any
amendment thereto) or such Prospectus (or any amendment or supplement thereto).

     (c)  Conduct of  Indemnification  Proceedings.  Each  indemnified  party or
parties  shall  give  reasonably  prompt  notice to each  indemnifying  party or
parties of any  action or  proceeding  commenced  against it in respect of which
indemnity  may be sought  hereunder,  but which it or they may have  under  this
indemnity  agreement,  except  to the  extent  that  the  indemnifying  party is
materially  prejudiced by such failure to give notice. If the indemnifying party
or parties so elects within a reasonable time after receipt of such notice,  the
indemnifying  party  or  parties  may  assume  the  defense  of such  action  or
proceeding at such indemnifying  party's or parties' expense with counsel chosen
by the  indemnifying  party or parties  and  approved by the  indemnified  party
defendant in such action or proceeding, which approval shall not be unreasonably
withheld;  provided,  however,  that,  if  such  indemnified  party  or  parties
determines in good faith that a conflict of interest  exists and that  therefore
it is  advisable  for such  indemnified  party or parties to be  represented  by
separate  counsel or that,  upon advice of counsel,  there may be legal defenses
available  to it or them  which  are  different  from or in  addition  to  those
available to the  indemnifying  party,  then the  indemnifying  party or parties
shall not be  entitled  to assume  such  defense  and the  indemnified  party or
parties shall be entitled to separate counsel  (limited in each  jurisdiction to
one counsel for all Underwriters  and another counsel for all other  indemnified
parties under this Agreement) at the indemnifying  party's or parties'  expense.
If an indemnifying  party or parties is not so entitled to assume the defense of

                                      -18-
<PAGE>

such action or does not assume such  defense,  after having  received the notice
referred to in the first sentence of this paragraph,  the indemnifying  party or
parties will pay the reasonable fees and expenses of counsel for the indemnified
party  or  parties  (limited  in  each  jurisdiction  to  one  counsel  for  all
Underwriters  and another counsel for all other  indemnified  parties under this
Agreement).  No indemnifying  party or parties will be liable for any settlement
effected  without the  written  consent of such  indemnifying  party or parties,
which consent shall not be unreasonably  withheld.  If an indemnifying  party is
entitled to assume,  and assumes,  the defense of such action or  proceeding  in
accordance with this paragraph,  such  indemnifying  party or parties shall not,
except as otherwise  provided in this subsection (c), be liable for any fees and
expenses  of  counsel  for  the  indemnified   parties  incurred  thereafter  in
connection with such action or proceeding.

     (d)  Contribution.   (i)  In  order  to  provide  for  just  and  equitable
contribution in circumstances in which the indemnity  agreement  provided for in
this  Section  is for any reason  held to be  unenforceable  by the  indemnified
parties  although  applicable  in  accordance  with its terms in  respect of any
losses,  liabilities,  claims,  damages,  judgments and expenses  suffered by an
indemnified party referred to therein,  each applicable  indemnifying  party, in
lieu of indemnifying such indemnified party, shall contribute to the amount paid
or payable by such  indemnified  party as a result of such losses,  liabilities,
claims, damages,  judgments and expenses in such proportion as is appropriate to
reflect  the  relative  fault of the  Company  on the one hand and of the Holder
(including,  in  each  case,  that  of  their  respective  officers,  directors,
employees  and  agents) on the  other,  in  connection  with the  statements  or
omissions which resulted in such losses, liabilities, claims, damages, judgments
or  expenses,  as well  as any  other  relevant  equitable  considerations.  The
relative fault of the Company on the one hand and of the Holder  (including,  in
each case, that of their respective officers,  directors,  employees and agents)
on the other,  shall be determined by reference to, among other things,  whether
the untrue or alleged  untrue  statement  of a material  fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company,  on the one hand, or by or on behalf of the Holder,  on the other,  and
the parties' relative intent,  knowledge,  access to information and opportunity
to correct or prevent such statement or omission.  The amount paid or payable by
a party as a result of the losses,  liabilities,  claims, damages, judgments and
expenses  referred  to  above  shall  be  deemed  to  include,  subject  to  the
limitations set forth in paragraph (c) of this Section,  any legal or other fees
or expenses  reasonably  incurred by such party in connection with investigating
or defending any action or claim.


                                      -19-
<PAGE>

     (ii)  The  Company  and the  Holder  agree  that it  would  not be just and
equitable if contribution  pursuant to this paragraph (d) were determined by pro
rata allocation or by any other method of allocation which does not take account
of  the  equitable  considerations  referred  to  in  sub-paragraph  (i)  above.
Notwithstanding   the   provisions  of  this  paragraph  (d),  in  the  case  of
distributions to the public,  the Holder shall not be required to contribute any
amount  in  excess  of the  amount  by which  (A) the  total  price at which the
Registrable  Securities  sold by the Holder and  distributed  to the public were
offered to the public  exceeds  (B) the amount of any damages  which  Holder has
otherwise  been  required  to pay by reason of such  untrue  or  alleged  untrue
statement or omission. No Person guilty of fraudulent  misrepresentation (within
the  meaning of  Section  11(f) of the  Securities  Act)  shall be  entitled  to
contribution   from  any  Person   who  was  not   guilty  of  such   fraudulent
misrepresentation.

     (iii) For purposes of this Section,  each Person,  if any, who controls the
Holder or an Underwriter  within the meaning of Section 15 of the Securities Act
(and their respective  partners,  directors,  officers and employees) shall have
the same rights to contribution as the Holder or Underwriter;  and each director
of the  Company,  each  officer  of the  Company  who  signed  the  Registration
Statement and each Person,  if any, who controls the Company  within the meaning
of Section 15 of the Securities  Act, shall have the same rights to contribution
as the Company.

     Section 5. Miscellaneous.
                --------------

     (a) No Inconsistent  Agreements.  The Company will not on or after the date
of this Agreement  enter into any agreement  which conflicts with the provisions
of this Agreement or which grants  registration  or similar rights  inconsistent
with the rights herein.

     (b) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended,  modified or supplemented,  and
waivers or consents to departures  from the  provisions  hereof may not be given
unless the Company has obtained the written consent of the Holder.

     (c) Notices. All notices and other communications provided for or permitted
hereunder  shall be made in writing by hand delivery,  telex,  telecopier or any
courier  guaranteeing  overnight  delivery  (i) if to the  Holder,  at the  most
current address given by the Holder to the Company by means of a notice given in
accordance  with the provisions of this  paragraph (c), which address  initially
is, the address of the Holder in the stock or warrant  records of the Company or

                                      -20-
<PAGE>

(ii) if to the  Company,  at 18881 Von Karman  Avenue,  Suite 1350,  Irvine,  CA
92612,  Attention:  Jim Linesch, and thereafter at such other address, notice of
which is given in accordance with the provisions of this paragraph (c).

     All such notices and communications shall be deemed to have been duly given
at the time delivered by hand, if personally  delivered;  when answered back, if
telexed; when receipt is acknowledged,  if telecopied;  and on the next business
day, if timely delivered to a courier guaranteeing overnight delivery.

     (d)  Successors and Assigns.  This Agreement  shall inure to the benefit of
and be binding  upon the  successors,  assigns  and  transferees  of each of the
parties without the need for an express assignment.  If any successor,  assignee
or transferee of the Holder shall acquire Registrable  Securities in any manner,
whether by operation of law or otherwise,  such Registrable  Securities shall be
held  subject to all of the terms of this  Agreement,  and by taking and holding
such  Registrable  Securities  such Person shall  conclusively be deemed to have
agreed to be bound by and to  perform  all of the terms and  provisions  of this
Agreement and to receive the benefits  hereof.  For purposes of this  Agreement,
"successor" for any entity other than a natural person shall mean a successor to
such entity as a result of such  entity's  merger,  consolidation,  liquidation,
dissolution, sale of substantially all of its assets or similar transaction.

     (e)   Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of which, when so executed and delivered, shall be deemed to
be an original, but all of which counterparts,  taken together, shall constitute
one and the same instrument.

     (f)  Descriptive  Headings,  Etc.  The headings in this  Agreement  are for
convenience  of  reference  only and  shall not limit or  otherwise  affect  the
meaning  of  terms  contained  herein.  Unless  the  context  of this  Agreement
otherwise  requires:  (1) words of gender  shall be deemed to include each other
gender;  (2) words using the  singular or plural  number  shall also include the
plural or singular number,  respectively;  (3) the words "hereof,"  "herein" and
"hereunder"  and words of similar import when used in this Agreement shall refer
to  this  Agreement  as a  whole  and not to any  particular  provision  of this
Agreement,  and Article,  Section and paragraph  references are to the Articles,
Sections and paragraphs to this Agreement  unless otherwise  specified;  (4) the
word  "including"  and words of similar import when used in this Agreement shall
mean "including,  without limitation," unless otherwise  specified;  (5) "or" is
not exclusive; and (6) provisions apply to successive events and transactions.


                                      -21-
<PAGE>

     (g)  Severability.  In the  event  that any one or more of the  provisions,
paragraphs,  words,  clauses,  phrases or  sentences  contained  herein,  or the
application  thereof  in  any  circumstances,   is  held  invalid,   illegal  or
unenforceable  in any  respect  for  any  reason,  the  validity,  legality  and
enforceability  of any  such  provision,  paragraph,  word,  clause,  phrase  or
sentence  in  every  other  respect  and  of  the  other  remaining  provisions,
paragraphs,  words, clauses, phrases or sentences hereof shall not be in any way
impaired,  it being  intended  that all  rights,  powers and  privileges  of the
parties hereto shall be enforceable to the fullest extent permitted by law.

     (h) Governing  Law. THIS  AGREEMENT  SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO THE
CONFLICTS OF LAW PRINCIPLES THEREOF).

     (i) Specific  Performance.  The parties hereto acknowledge that there would
be no  adequate  remedy at law if any party  fails to  perform  in any  material
respect any of its obligations hereunder, and accordingly agree that each party,
in addition to any other remedy to which it may be entitled at law or in equity,
shall be entitled to compel specific performance of the obligations of any other
party under this  Agreement in accordance  with the terms and conditions of this
Agreement  in any  court  of the  United  States  or any  State  thereof  having
jurisdiction.

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

                                      * * *

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




                                        TEKINSIGHT.COM, INC.

                                      -22-
<PAGE>



                                        By: /s/Steven J. Ross
                                            ------------------------------------
                                           Name: Steven J. Ross
                                           Title:Chief Executive Officer


                                        DYNCORP


                                        By: /s/  H. Montgomery Hougen
                                           -------------------------------------
                                           Name: H. Montgomery Hougen
                                           Title:Vice President & Secretary









                                      -23-