EXHIBIT 10.4

                          REGISTRATION RIGHTS AGREEMENT

     REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 22,
2001, by and among Spacial Corporation, a Delaware corporation, (the "Company"),
and James A. Prestiano ("Prestiano").

     WHEREAS:

     A. In connection with Share Exchange Agreement by and among the parties
hereto of even date herewith (the "Exchange Agreement"), the Company has agreed,
upon the terms and subject to the conditions of a common stock purchase warrant
(the "Warrant") to purchase 150,000 shares of common stock, $0.001 par value per
share (the "Common Stock") (said Common Stock as issued upon exercise of the
Warrants, the "Warrant Shares");

     B. Prestiano owns an aggregate of 800,000 shares of Common Stock (and,
collectively with the Warrant Shares, the "Prestiano Shares").

     C. To induce Prestiano to execute and deliver the Exchange Agreement, the
Company has agreed to provide certain registration rights under the Securities
Act of 1933, as amended, and the rules and regulations thereunder, or any
similar successor statute (collectively, the "1933 Act"), and applicable state
securities laws.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Buyers hereby
agree as follows:

     1. DEFINITIONS.
        -----------

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

     a. "Person" means a corporation, a limited liability company, an
association, a partnership, an organization, a business, an individual, a
governmental or political subdivision thereof or a governmental agency.

     b. "Register," "registered," and "registration" refer to a registration
effected by preparing and filing one or more Registration Statements (as defined
below) in compliance with the 1933 Act and pursuant to Rule 415 under the 1933
Act or any successor rule providing for offering securities on a continuous
basis ("Rule 415"), and the declaration or ordering of effectiveness of such
Registration Statement(s) by the United States Securities and Exchange
Commission (the "SEC").

     c. "Rightsholder" means a Prestiano, any transferee or assignee thereof to
whom Prestiano assigns his rights under this Agreement and who agrees to become
bound by the provisions of this Agreement in accordance with Section 9 and any
transferee or assignee thereof to whom a

<PAGE>

transferee or assignee assigns its rights under this Agreement and who agrees to
become bound by the provisions of this Agreement in accordance with Section 9.

     d. "Registrable Securities" means (i) the Prestiano Shares, (ii) the
Warrant Shares issued or issuable on exercise of the Warrants and (iii) any
shares of capital stock issued or issuable with respect to the Prestiano Shares,
the Warrant Shares or the Warrants as a result of any stock split, stock
dividend, recapitalization, exchange or similar event or otherwise, without
regard to any limitation on exercise of the Warrants. Registrable Securities
shall cease to be Registrable Securities, if and to the extent that such
securities are eligible for resale pursuant to an exemption under the Act, and
Rules of the SEC promulgated thereunder.

     e. "Registration Statement" means a registration statement or registration
statements of the Company filed under the 1933 Act.

     2. REGISTRATION.
        ------------

     a. Mandatory Registration. The Company shall prepare, and, as soon as
practicable, but in no event earlier than sixty (60) days after the Closing of
the Company's initial public offering of securities, underwritten on a firm
commitment basis, and registered under the 1933 Act, (said date being the "IPO
Date"), file with the SEC a Registration Statement or Registration Statements
(as is necessary) on Form S-3 covering only the resale of all of the Registrable
Securities. In the event that Form S-3 is unavailable for such a registration,
the Company shall use such other comparable form as is available for such a
registration, subject to the provisions of Section 2(e). The initial
Registration Statement prepared pursuant hereto shall register for resale all of
the Registrable Securities as of the date immediately preceding the date the
Registration Statement is initially filed with the SEC (the "Filing Date"),
subject to adjustment as provided in Section 3(b). The Company shall use its
commercially reasonable best efforts to have the Registration Statement declared
effective by the SEC as soon as practicable, but in no event later than one
hundred twenty (120) days after the Filing Date (the "Effective Date"). The
Company include any securities of the Company in the Registration Statement to
be filed in accordance with this Section 2(a).

     b. Piggy-Back Registrations. If at any time prior to the expiration of the
Registration Period (as hereinafter defined) but after the IPO Date, the Company
proposes to file with the SEC a Registration Statement relating to an offering
for its own account or the account of others under the 1933 Act of any of its
securities (other than a Registration Statement on Form S-4 or Form S-8 (or
their equivalents at such time) relating to securities to be issued solely in
connection with any acquisition of any entity or business or equity securities
issuable in connection with stock option or other employee benefit plans) the
Company shall promptly send to each known Rightsholder written notice of the
Company's intention to file a Registration Statement and of such Rightsholder's
rights under this Section 2(b) and, if within twenty (20) days after receipt of
such notice, such Rightsholder shall so request in writing, the Company shall
include in such Registration Statement all or any part of the Registrable
Securities such Rightsholder requests to be registered, subject to the
priorities set forth in this Section 2(b) below. No right to registration of
Registrable

                                        2
<PAGE>

Securities under this Section 2(b) shall be construed to limit any registration
required under Section 2(a). The obligations of the Company under this Section
2(b) may be waived by Rightsholders holding a majority of the Registrable
Securities. If an offering in connection with which a Rightsholder is entitled
to registration under this Section 2(b) is an underwritten offering, then each
Rightsholder whose Registrable Securities are included in such Registration
Statement shall, unless otherwise required by the Company, offer and sell such
Registrable Securities in an underwritten offering using the same underwriter or
underwriters and, subject to the provisions of this Agreement, on the same terms
and conditions as other shares of Common Stock included in such underwritten
offering. If a registration pursuant to this Section 2(b) is to be an
underwritten public offering and the managing underwriter(s) advise the Company
in writing, that in their reasonable good faith opinion, marketing or other
factors dictate that a limitation on the number of shares of Common Stock which
may be included in the Registration Statement is necessary to facilitate and not
adversely affect the proposed offering, then the Company shall include in such
registration: (1) first, all securities the Company proposes to sell for its own
account, (2) second, up to the full number of securities proposed to be
registered for the account of the holders of securities entitled to inclusion of
their securities in the Registration Statement by reason of demand registration
rights, and (3) third, the securities requested to be registered by the
Rightsholders and other holders of securities entitled to participate in the
registration, as of the date hereof, drawn from them pro rata based on the
number each has requested to be included in such registration.

     c. Allocation of Registrable Securities. The initial number of Registrable
Securities included in any Registration Statement and each increase in the
number of Registrable Securities included therein shall be allocated pro rata
among the Rightsholders based on the number of Registrable Securities held by
each Rightsholder at the time the Registration Statement covering such initial
number of Registrable Securities or increase thereof is declared effective by
the SEC. In the event that a Rightsholder sells or otherwise transfers any of
such Person's Registrable Securities, each transferee shall be allocated a pro
rata portion of the then remaining number of Registrable Securities included in
such Registration Statement for such transferor. Any shares of Common Stock
included in a Registration Statement and which remain allocated to any Person
which ceases to hold any Registrable Securities shall be allocated to the
remaining Rightsholders, pro rata based on the number of Registrable Securities
then held by such Rightsholders.

     d. Legal Counsel. Subject to Section 5 hereof, the Rightsholders holding a
majority of the Registrable Securities shall have the right to select one legal
counsel to review and oversee any offering pursuant to this Section 2 ("Legal
Counsel"), at their own expense designated by the holders of a majority of
Registrable Securities. The Company shall reasonably cooperate with Legal
Counsel in performing the Company's obligations under this Agreement.

     e. Ineligibility for Form S-3. The Company represents that Form S-3 is not
presently available for any registration of Registrable Securities hereunder.
The Company undertakes to register the Registrable Securities on Form S-3 as
soon as the Company is eligible to use such form.


                                        3
<PAGE>

     3. RELATED OBLIGATIONS.
        -------------------

     Whenever a Rightsholder has requested that any Registrable Securities be
registered pursuant to Section 2(b) or at such time as the Company is obligated
to file a Registration Statement with the SEC pursuant to Section 2(a), the
Company will use its best efforts to effect the registration of the Registrable
Securities in accordance with the intended method of disposition thereof and,
pursuant thereto, the Company shall have the following obligations:

     a. The Company shall promptly prepare and file with the SEC a Registration
Statement with respect to the Registrable Securities for the registration of
Registrable Securities in accordance with Section 2(a) and use its best efforts
to cause such Registration Statements relating to the Registrable Securities to
become effective as soon as possible after such filing (but, in no event later
than one hundred twenty (120) days after the Filing Date). The Company shall
keep the Registration Statement required to be filed hereunder effective
pursuant to Rule 415 at all times until the earlier of (i) the date as of which
the Rightsholders may sell all of the Registrable Securities covered by such
Registration Statement without restriction pursuant to Rule 144(k) promulgated
under the 1933 Act (or successor thereto) or (ii) the date on which (A) the
Rightsholders shall have sold all the Registrable Securities covered by such
Registration Statement and (B) none of the Warrants is outstanding (the
"Registration Period"), which Registration Statement (including any amendments
or supplements thereto and prospectuses contained therein) shall 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 in which they were made, not misleading. The term "best efforts"
shall mean, among other things, that the Company shall submit to the SEC, within
three business days after the Company learns that no review of a particular
Registration Statement will be made by the staff of the SEC or by the National
Association of Securities Dealers, Inc. or such other self regulating
organization that has authority to review such Registration Statement (an "SRO")
or that the staff has no further comments on the Registration Statement, as the
case may be, a request for acceleration of effectiveness of such Registration
Statement to a time and date not later than 48 hours after the submission of
such request.

     b. The Company shall prepare and file with the SEC and such SRO, as the
case may be, such amendments (including post-effective amendments) and
supplements to a Registration Statement and the prospectus used in connection
with such Registration Statement, which prospectus is to be filed pursuant to
Rule 424 promulgated under the 1933 Act, as may be necessary to keep such
Registration Statement effective at all times during the Registration Period,
and, during such period, comply with the provisions of the 1933 Act with respect
to the disposition of all Registrable Securities of the Company covered by such
Registration Statement until such time as all of such Registrable Securities
shall have been disposed of in accordance with the intended methods of
disposition by the seller or sellers thereof as set forth in such Registration
Statement. In the case of amendments and supplements to a Registration Statement
which are required to be filed pursuant to this Agreement (including pursuant to
this Section 3(b)) by reason of the Company filing a report on Form 10-K, Form
10-Q or Form 8-K or any analogous report under the Securities Exchange Act of
1934, as amended (the "1934 Act"), the Company shall file such amendments or
supplements with

                                        4
<PAGE>

the SEC on the same day on which the 1934 Act report is filed which created the
requirement for the Company to amend or supplement the Registration Statement.

     c. The Company shall (a) permit Legal Counsel to review and comment upon
(i) the Registration Statement at least seven (7) days prior to its filing with
the SEC and (ii) all other Registration Statements and all amendments and
supplements to all Registration Statements within a reasonable number of days
prior to the their filing with the SEC and (b) not file any document in a form
to which Legal Counsel reasonably objects. The Company shall not submit a
request for acceleration of the effectiveness of a Registration Statement or any
amendment or supplement thereto without the prior approval of Legal Counsel,
which approval shall not be unreasonably withheld. The Company shall furnish to
Legal Counsel, without charge, (i) any correspondence from the SEC or the staff
of the SEC to the Company or its representatives relating to any Registration
Statement, (ii) promptly after the same is prepared and filed with the SEC, one
copy of any Registration Statement and any amendment(s) thereto, including
financial statements and schedules, all documents incorporated therein by
reference and all exhibits and (iii) upon the effectiveness of any Registration
Statement, one copy of the prospectus included in such Registration Statement
and all amendments and supplements thereto.

     d. The Company shall furnish to each Rightsholder whose Registrable
Securities are included in any Registration Statement, without charge, (i)
promptly after the same is prepared and filed with the SEC, at least one copy of
such Registration Statement and any amendment(s) thereto, including financial
statements and schedules, all documents incorporated therein by reference, all
exhibits and each preliminary prospectus, (ii) upon the effectiveness of any
Registration Statement, ten (10) copies of the prospectus included in such
Registration Statement and all amendments and supplements thereto (or such other
number of copies as such Rightsholder may reasonably request) and (iii) such
other documents, including copies of any preliminary or final prospectus, as
such Rightsholder may reasonably request from time to time in order to
facilitate the disposition of the Registrable Securities owned by such
Rightsholder.

     e. The Company shall use reasonable efforts to (i) register and qualify the
Registrable Securities covered by a Registration Statement under such other
securities or "blue sky" laws of such jurisdictions in the United States as
Legal Counsel or any Rightsholder reasonably requests, (ii) prepare and file in
those jurisdictions, such amendments (including post-effective amendments) and
supplements to such registrations and qualifications as may be necessary to
maintain the effectiveness thereof during the Registration Period, (iii) take
such other actions as may be necessary to maintain such registrations and
qualifications in effect at all times during the Registration Period, and (iv)
take all other actions reasonably necessary or advisable to qualify the
Registrable Securities for sale in such jurisdictions; provided, however, that
the Company shall not be required in connection therewith or as a condition
thereto to (x) qualify to do business in any jurisdiction where it would not
otherwise be required to qualify but for this Section 3(e), (y) subject itself
to general taxation in any such jurisdiction, or (z) file a general consent to
service of process in any such jurisdiction. The Company shall promptly notify
Legal Counsel and each Rightsholder who holds Registrable Securities of the
receipt by the Company of any notification with respect to

                                        5
<PAGE>

the suspension of the registration or qualification of any of the Registrable
Securities for sale under the securities or "blue sky" laws of any jurisdiction
in the United States or its receipt of actual notice of the initiation or
threatening of any proceeding for such purpose.

     f. In the event Rightsholders who hold a majority of the Registrable
Securities being offered in the offering select underwriters for the offering,
the Company shall enter into and perform its obligations under an underwriting
agreement, in usual and customary form, including, without limitation, customary
indemnification and contribution obligations, with the underwriters of such
offering; provided, however, that the Company shall have the right to consent to
the selection of such underwriter, which consent shall not be unreasonably
withheld.

     g. As promptly as practicable after becoming aware of such event, the
Company shall notify Legal Counsel and each Rightsholder in writing of the
happening of any event as a result of which the prospectus included in a
Registration Statement, as then in effect, includes an untrue statement of a
material fact or omission 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, and promptly prepare a supplement or
amendment to such Registration Statement to correct such untrue statement or
omission, and deliver ten (10) copies of such supplement or amendment to Legal
Counsel and each Rightsholder (or such other number of copies as Legal Counsel
or such Rightsholder may reasonably request). The Company shall also promptly
notify Legal Counsel and each Rightsholder in writing (i) when a prospectus or
any prospectus supplement or post-effective amendment has been filed, and when a
Registration Statement or any post-effective amendment has become effective
(notification of such effectiveness shall be delivered to Legal Counsel and each
Rightsholder by facsimile on the same day of such effectiveness and by overnight
mail), (ii) of any request by the SEC for amendments or supplements to a
Registration Statement or related prospectus or related information, and (iii)
of the Company's reasonable determination that a post-effective amendment to a
Registration Statement would be appropriate.

     h. The Company shall use its best efforts to prevent the issuance of any
stop order or other suspension of effectiveness of a Registration Statement, or
the suspension of the qualification of any of the Registrable Securities for
sale in any jurisdiction and, if such an order or suspension is issued, to
obtain the withdrawal of such order or suspension at the earliest possible
moment and to notify Legal Counsel and each Rightsholder who holds Registrable
Securities being sold (and, in the event of an underwritten offering, the
managing underwriters) of the issuance of such order and the resolution thereof
or its receipt of actual notice of the initiation or threat of any proceeding
for such purpose.

     i. At the request of any Rightsholder, the Company shall furnish to such
Rightsholder, on the date of the effectiveness of the Registration Statement and
thereafter from time to time on such dates as a Rightsholder may reasonably
request (i) if required by an underwriter, a letter, dated such date, from the
Company's independent certified public accountants in form and substance as is
customarily given by independent certified public accountants to underwriters in
an underwritten public offering, addressed to the underwriters, and (ii) an
opinion, dated as of such date,

                                        6
<PAGE>

of counsel representing the Company for purposes of such Registration Statement,
in form, scope and substance as is customarily given in an underwritten public
offering, addressed to the underwriters and the Rightsholders.

     j. The Company shall make available for inspection by (i) any Rightsholder,
(ii) Legal Counsel, (iii) any underwriter participating in any disposition
pursuant to a Registration Statement, (iv) one firm of accountants or other
agents retained by the Rightsholders and (v) one firm of attorneys retained by
such underwriters (collectively, the "Inspectors") all pertinent financial and
other records, and pertinent corporate documents and properties of the Company
(collectively, the "Records"), as shall be reasonably deemed necessary by each
Inspector, and cause the Company's officers, directors and employees to supply
all information which any Inspector may reasonably request; provided, however,
that each Inspector shall hold in strict confidence and shall not make any
disclosure (except to a Rightsholder) or use of any Record or other information
which the Company determines in good faith to be confidential, and of which
determination the Inspectors are so notified, unless (a) the disclosure of such
Records is necessary to avoid or correct a misstatement or omission in any
Registration Statement or is otherwise required under the 1933 Act, (b) the
release of such Records is ordered pursuant to a final, non-appealable subpoena
or order from a court or government body of competent jurisdiction, or (c) the
information in such Records has been made generally available to the public
other than by disclosure in violation of this or any other agreement of which
the Inspector has knowledge. Each Rightsholder agrees that it shall, upon
learning that disclosure of such Records is sought in or by a court or
governmental body of competent jurisdiction or through other means, give prompt
notice to the Company and allow the Company, at its expense, to undertake
appropriate action to prevent disclosure of, or to obtain a protective order
for, the Records deemed confidential.

     k. The Company shall hold in confidence and not make any disclosure of
information concerning a Rightsholder provided to the Company unless (i)
disclosure of such information is necessary to comply with federal or state
securities laws, (ii) the disclosure of such information is necessary to avoid
or correct a misstatement or omission in any Registration Statement, (iii) the
release of such information is ordered pursuant to a subpoena or other final,
non-appealable order from a court or governmental body of competent
jurisdiction, or (iv) such information has been made generally available to the
public other than by disclosure in violation of this Agreement or any other
agreement. The Company agrees that it shall, upon learning that disclosure of
such information concerning a Rightsholder is sought in or by a court or
governmental body of competent jurisdiction or through other means, give prompt
written notice to such Rightsholder and allow such Rightsholder, at the
Rightsholder's expense, to undertake appropriate action to prevent disclosure
of, or to obtain a protective order for, such information.

     l. The Company shall use its best efforts either to (i) cause all the
Registrable Securities covered by a Registration Statement to be listed on each
securities exchange or market on which securities of the same class or series
issued by the Company are then listed, if any, if the listing of such
Registrable Securities is then permitted under the rules of such exchange or
market, (ii) secure the designation and quotation of all the Registrable
Securities covered by the Registration

                                        7
<PAGE>

Statement on the American Stock Exchange, the Nasdaq National Market System or
the Nasdaq SmallCap Market System, or (iii) secure the inclusion for quotation
on the over-the-counter market on the electronic bulletin board for such
Registrable Securities and, without limiting the generality of the foregoing, to
arrange for at least two market makers to register with the National Association
of Securities Dealers, Inc. ("NASD") as such with respect to such Registrable
Securities. The Company shall pay all fees and expenses in connection with
satisfying its obligation under this Section 3(l).

     m. The Company shall cooperate with the Rightsholders who hold Registrable
Securities being offered and, to the extent applicable, any managing underwriter
or underwriters, to facilitate the timely preparation and delivery of
certificates (not bearing any restrictive legend) representing the Registrable
Securities to be offered pursuant to a Registration Statement and enable such
certificates to be in such denominations or amounts, as the case may be, as the
managing underwriter or underwriters, if any, or, if there is no managing
underwriter or underwriters, the Rightsholders may reasonably request and
registered in such names as the managing underwriter or underwriters, if any, or
the Rightsholders may request.

     n. The Company shall provide a transfer agent and registrar of all such
Registrable Securities not later than the effective date of such Registration
Statement.

     o. If requested by the managing underwriters or a Rightsholder, the Company
shall (i) immediately incorporate in a prospectus supplement or post-effective
amendment such information as the managing underwriters and the Rightsholders
agree should be included therein relating to the sale and distribution of
Registrable Securities, including, without limitation, information with respect
to the number of Registrable Securities being sold to such underwriters, the
purchase price being paid therefor by such underwriters and any other terms of
the underwritten (or best efforts underwritten) offering of the Registrable
Securities to be sold in such offering; (ii) make all required filings of such
prospectus supplement or post-effective amendment as soon as notified of the
matters to be incorporated in such prospectus supplement or post-effective
amendment; and (iii) supplement or make amendments to any Registration Statement
if requested by a Rightsholder or any underwriter of such Registrable
Securities.

     p. The Company shall use its best efforts to cause the Registrable
Securities covered by the applicable Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be
necessary to consummate the disposition of such Registrable Securities.

     q. The Company shall make generally available to its security holders as
soon as practical, but not later than 90 days after the close of the period
covered thereby, an earnings statement (in form complying with the provisions of
Rule 158 under the 1933 Act) covering a twelve-month period beginning not later
than the first day of the Company's fiscal quarter next following the effective
date of the Registration Statement.


                                        8
<PAGE>

     r. The Company shall otherwise use its best efforts to comply with all
applicable rules and regulations of the SEC in connection with any registration
hereunder.

     s. Within two (2) business days after a Registration Statement which covers
applicable Registrable Securities is ordered effective by the SEC, the Company
shall deliver, and shall cause legal counsel for the Company to deliver, to the
transfer agent for such Registrable Securities (with copies to the Rightsholders
whose Registrable Securities are included in such Registration Statement)
confirmation that such Registration Statement has been declared effective by the
SEC.

     t. The Company shall take all other reasonable actions necessary to
expedite and facilitate disposition by the Rightsholders of Registrable
Securities pursuant to a Registration Statement.

     u. Notwithstanding anything to the contrary in Section 3(g), at any time
after the Registration Statement has been declared effective, the Company may
delay the disclosure of material, non-public information concerning the Company
the disclosure of which at the time is not, in the good faith opinion of the
Board of Directors of the Company and its counsel, in the best interest of the
Company and, in the opinion of counsel to the Company, otherwise required (a
"Grace Period"); provided, that the Company shall promptly (i) notify the
Rightsholders in writing of the existence of material, non-public information
giving rise to a Grace Period and the date on which the Grace Period will begin,
and (ii) notify the Rightsholders in writing of the date on which the Grace
Period ends; and, provided further, that during any consecutive 365 day period,
there shall be only one Grace Period, such Grace Period not to exceed 20 days in
the aggregate (an "Allowable Grace Period"). For purposes of determining the
length of a Grace Period above, the Grace Period shall begin on and include the
date the Rightsholders receive the notice referred to in clause (i) above and
shall end on and include the date the Rightsholders receive the notice referred
to in clause (i) above and shall end on and include the date the Rightsholders
receive the notice referred to in clause (ii) above. The provisions of Section
6(b) of the Certificate of Designations shall not be applicable during the
period of any Allowable Grace Period. Upon expiration of the Allowable Grace
Period, the Company shall again be bound by the first sentence of Section 3(g)
with respect to the information giving rise thereto.

     v. Each of the following events shall constitute a "Registration Default"
for purposes -------------------- of this Agreement:

          (i) the Company's failure to file a Registration Statement by the
     Filing Date;

          (ii) the Company's failure to request acceleration of the
     effectiveness of a Registration Statement within three (3) business days
     after the SEC and all other SRO's whose consent may be required have
     notified the Company that it may file such an acceleration request as
     required by Section 3(a) hereof;


                                        9
<PAGE>

          (iii) the Rightsholders' inability to sell all Registrable Securities
     pursuant to an effective Registration Statement (whether because of a
     failure to keep the Registration Statement effective, to disclose such
     information as is necessary for sales to be made pursuant to the
     Registration Statement, to register sufficient shares of Common Stock or
     otherwise); or

          (iv) the aggregate days of Grace Period exceed the Allowable Grace
     period.

Upon the occurrence of a Registration Default, the Company shall pay each
Rightsholder an amount equal to 10% of the total Registrable Securities then
held by such Rightsholder. The Company shall pay such amount on demand by a
Rightsholder made at any time during the continuance or after termination of
such Registration Default. If the Company does not remit payment of the amount
due to such Rightsholder, the Company will pay the Rightsholder's reasonable
costs of collection, including attorneys' fees. A Rightsholder's right to demand
such payment shall be in addition to any other rights it may have under this
Agreement, the Exchange Agreement, or otherwise.

     4. OBLIGATIONS OF THE RIGHTSHOLDERS.
        ---------------------------------

     a. At least seven (7) business days prior to the first anticipated filing
date of a Registration Statement, the Company shall notify each Rightsholder in
writing of the information the Company requires from each such Rightsholder if
such Rightsholder elects to have any of such Rightsholder's Registrable
Securities included in such Registration Statement. It shall be a condition
precedent to the obligations of the Company to complete the registration
pursuant to this Agreement with respect to the Registrable Securities of a
particular Rightsholder that such Rightsholder shall furnish to the Company such
information regarding itself, the Registrable Securities held by it and the
intended method of disposition of the Registrable Securities held by it as shall
be reasonably required to effect the registration of such Registrable Securities
and shall execute such documents in connection with such registration as the
Company may reasonably request.

     b. Each Rightsholder by such Rightsholder's acceptance of the Registrable
Securities agrees to cooperate with the Company as reasonably requested by the
Company in connection with the preparation and filing of any Registration
Statement hereunder, unless such Rightsholder has notified the Company in
writing of such Rightsholder's election to exclude all of such Rightsholder's
Registrable Securities from such Registration Statement.

     c. In the event any Rightsholder elects to participate in an underwritten
public offering pursuant to Section 2(b), each such Rightsholder agrees to enter
into and perform such Rightsholder's obligations under an underwriting
agreement, in usual and customary form, including, without limitation, customary
indemnification and contribution obligations, with the managing underwriter of
such offering and take such other actions as are reasonably required in order to
expedite or facilitate the disposition of the Registrable Securities.

     d. Each Rightsholder agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 3(h) or
the first sentence of Section

                                       10
<PAGE>

3(g), such Rightsholder will immediately discontinue disposition of Registrable
Securities pursuant to any Registration Statement(s) covering such Registrable
Securities until such Rightsholder's receipt of the copies of the supplemented
or amended prospectus contemplated by Section 3(h) or the first sentence of
3(g).

     e. No Rightsholder may participate in any underwritten registration
hereunder unless such Rightsholder (i) agrees to sell such Rightsholder's
Registrable Securities on the basis provided in any underwriting arrangements
approved by the Rightsholders entitled hereunder to approve such arrangements,
(ii) completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements, and (iii) agrees to pay its pro rata share of
all underwriting discounts and commissions.

     f. Each Rightsholder agrees not to take any action to cause such
Rightsholder to become a registered broker dealer as defined under the 1934 Act
or to effect any change to such Rightsholder's status that would preclude the
Company from using Form S-3 for the Registration Statement. In the event any
Rightsholder is a registered broker dealer as defined under the 1934 Act, or an
affiliate of such a member firm, such Rightsholder understands and acknowledges,
that their rights may be hindered hereby to the extent necessary in order to
obtain clearance to a Registration Statement.

     5. EXPENSES OF REGISTRATION.
        ------------------------

     All reasonable expenses, other than expenses incurred pursuant to Section
3(j)(iv) and (v) and underwriting discounts and commissions, incurred in
connection with registrations, filings or qualifications pursuant to Sections 2
and 3, including, without limitation, all registration, listing and
qualifications fees, printers and accounting fees, and fees and disbursements of
counsel for the Company and reasonable fees and disbursements of Legal Counsel,
shall be paid by the Company.

     6. INDEMNIFICATION.
        ---------------

     In the event any Registrable Securities are included in a Registration
Statement under this Agreement:

     a. To the fullest extent permitted by law, the Company will, and hereby
does, indemnify, hold harmless and defend each Rightsholder who holds such
Registrable Securities, the directors, officers, partners, employees, agents,
representatives of, and each Person, if any, who controls any Rightsholder
within the meaning of the 1933 Act or the 1934 Act, and any underwriter (as
defined in the 1933 Act) for the Rightsholders, and the directors and officers
of, and each Person, if any, who controls, any such underwriter within the
meaning of the 1933 Act or the 1934 Act (each, an "Indemnified Person"), against
any losses, claims, damages, liabilities, judgments, fines, penalties, charges,
costs, attorneys' fees, amounts paid in settlement or expenses, joint or
several, (collectively, "Claims") incurred in investigating, preparing or
defending any action, claim, suit,

                                       11
<PAGE>

inquiry, proceeding, investigation or appeal taken from the foregoing by or
before any court or governmental, administrative or other regulatory agency or
body or the SEC, whether pending or threatened, whether or not an indemnified
party is or may be a party thereto ("Indemnified Damages"), to which any of them
may become subject insofar as such Claims (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon: (i)
any untrue statement or alleged untrue statement of a material fact in a
Registration Statement or any post-effective amendment thereto or in any filing
made in connection with the qualification of the offering under the securities
or other "blue sky" laws of any jurisdiction in which Registrable Securities are
offered ("Blue Sky Filing"), or the omission or alleged omission to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, (ii) any untrue statement or alleged untrue statement of
a material fact contained in any preliminary prospectus if used prior to the
effective date of such Registration Statement, or contained in the final
prospectus (as amended or supplemented, if the Company files any amendment
thereof or supplement thereto with the SEC) or the omission or alleged omission
to state therein any material fact necessary to make the statements made
therein, in light of the circumstances under which the statements therein were
made, not misleading, (iii) any violation or alleged violation by the Company of
the 1933 Act, the 1934 Act, any other law, including, without limitation, any
state securities law, or any rule or regulation thereunder relating to the offer
or sale of the Registrable Securities pursuant to a Registration Statement or
(iv) any material violation of this Agreement (the matters in the foregoing
clauses (i) through (iv) being, collectively, "Violations"). The Company shall
reimburse the Rightsholders and each such underwriter or controlling person,
promptly as such expenses are incurred and are due and payable, for any legal
fees or other reasonable expenses incurred by them in connection with
investigating or defending any such Claim. Notwithstanding anything to the
contrary contained herein, the indemnification agreement contained in this
Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising
out of or based upon a Violation which occurs in reliance upon and in conformity
with information furnished in writing to the Company by such Indemnified Person
or underwriter for such Indemnified Person expressly for use in connection with
the preparation of the Registration Statement or any such amendment thereof or
supplement thereto, if such prospectus was timely made available by the Company
pursuant to Section 3(d); (ii) with respect to any preliminary prospectus, shall
not inure to the benefit of any such person from whom the person asserting any
such Claim purchased the Registrable Securities that are the subject thereof (or
to the benefit of any person controlling such person) if the untrue statement or
omission of material fact contained in the preliminary prospectus was corrected
in the prospectus, as then amended or supplemented, if such prospectus was
timely made available by the Company pursuant to Section 3(d), and the
Indemnified Person was promptly advised in writing not to use the incorrect
prospectus prior to the use giving rise to a violation and such Indemnified
Person, notwithstanding such advice, used it; (iii) shall not be available to
the extent such Claim is based on a failure of the Rightsholder to deliver or to
cause to be delivered the prospectus made available by the Company, if such
prospectus was timely made available by the Company pursuant to Section 3(d);
and (iv) shall not apply to amounts paid in settlement of any Claim if such
settlement is effected without the prior written consent of the Company, which
consent shall not be unreasonably withheld. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf

                                       12
<PAGE>

of the Indemnified Person and shall survive the transfer of the Registrable
Securities by the Rightsholders pursuant to Section 9.

     b. In connection with any Registration Statement in which a Rightsholder is
participating, each such Rightsholder agrees to severally and not jointly
indemnify, hold harmless and defend, to the same extent and in the same manner
as is set forth in Section 6(a), the Company, each of its directors, each of its
officers who signs the Registration Statement, each Person, if any, who controls
the Company within the meaning of the 1933 Act or the 1934 Act (collectively and
together with an Indemnified Person, an "Indemnified Party"), against any Claim
or Indemnified Damages to which any of them may become subject, under the 1933
Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages
arise out of or are based upon any Violation, in each case to the extent, and
only to the extent, that such Violation occurs in reliance upon and in
conformity with written information furnished to the Company by such
Rightsholder expressly for use in connection with such Registration Statement;
and, subject to Section 6(d), such Rightsholder will reimburse any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such Claim; provided, however, that the indemnity agreement
contained in this Section 6(b) and the agreement with respect to contribution
contained in Section 7 shall not apply to amounts paid in settlement of any
Claim if such settlement is effected without the prior written consent of such
Rightsholder, which consent shall not be unreasonably withheld; provided,
further, however, that the Rightsholder shall be liable under this Section 6(b)
for only that amount of a Claim or Indemnified Damages as does not exceed the
net proceeds to such Rightsholder as a result of the sale of Registrable
Securities pursuant to such Registration Statement. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of
such Indemnified Party and shall survive the transfer of the Registrable
Securities by the Rightsholders pursuant to Section 9. Notwithstanding anything
to the contrary contained herein, the indemnification agreement contained in
this Section 6(b) with respect to any preliminary prospectus shall not inure to
the benefit of any Indemnified Party if the untrue statement or omission of
material fact contained in the preliminary prospectus was corrected on a timely
basis in the prospectus and such prospectus was provided to Rightsholders as
required, as then amended or supplemented.

     c. The Company shall be entitled to receive indemnities from underwriters,
selling brokers, dealer managers and similar securities industry professionals
participating in any distribution, to the same extent as provided above, with
respect to information such persons so furnished in writing expressly for
inclusion in the Registration Statement.

     d. Promptly after receipt by an Indemnified Person or Indemnified Party
under this Section 6 of notice of the commencement of any action or proceeding
(including any governmental action or proceeding) involving a Claim, such
Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is
to be made against any indemnifying party under this Section 6, deliver to the
indemnifying party a written notice of the commencement thereof, and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume control of the defense thereof with counsel
mutually satisfactory to the indemnifying party and the Indemnified Person or

                                       13
<PAGE>

the Indemnified Party, as the case may be; provided, however, that an
Indemnified Person or Indemnified Party shall have the right to retain its own
counsel with the fees and expenses to be paid by the indemnifying party, if, in
the reasonable opinion of counsel retained by the indemnifying party, the
representation by such counsel of the Indemnified Person or Indemnified Party
and the indemnifying party would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any
other party represented by such counsel in such proceeding. The Company shall
pay reasonable fees for only one separate legal counsel for the Rightsholders,
and such legal counsel shall be selected by the Rightsholders holding a majority
in interest of the Registrable Securities included in the Registration Statement
to which the Claim relates. The Indemnified Party or Indemnified Person shall
cooperate fully with the indemnifying party in connection with any negotiation
or defense of any such action or claim by the indemnifying party and shall
furnish to the indemnifying party all information reasonably available to the
Indemnified Party or Indemnified Person which relates to such action or claim.
The indemnifying party shall keep the Indemnified Party or Indemnified Person
fully apprised at all times as to the status of the defense or any settlement
negotiations with respect thereto. No indemnifying party shall be liable for any
settlement of any action, claim or proceeding effected without its written
consent, provided, however, that the indemnifying party shall not unreasonably
withhold, delay or condition its consent. No indemnifying party shall, without
the consent of the Indemnified Party or Indemnified Person, consent to entry of
any judgment or enter into any settlement or other compromise which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnified Party or Indemnified Person of a release from all liability
in respect to such claim or litigation. Following indemnification as provided
for hereunder, the indemnifying party shall be subrogated to all rights of the
Indemnified Party or Indemnified Person with respect to all third parties, firms
or corporations relating to the matter for which indemnification has been made.
The failure to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action shall not relieve such
indemnifying party of any liability to the Indemnified Person or Indemnified
Party under this Section 6, except to the extent that the indemnifying party is
prejudiced in its ability to defend such action.

     e. The indemnification required by this Section 6 shall be made by periodic
payments of the amount thereof during the course of the investigation or
defense, as and when bills are received or Indemnified Damages are incurred.

     f. The indemnity agreements contained herein shall be in addition to (i)
any cause of action or similar right of the Indemnified Party or Indemnified
Person against the indemnifying party or others, and (ii) any liabilities the
indemnifying party may be subject to pursuant to the law.

     7. CONTRIBUTION.
        ------------

     To the extent any indemnification by an indemnifying party is prohibited or
limited by law, the indemnifying party agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section
6 to the fullest extent permitted by

                                       14
<PAGE>

law; provided, however, that: (i) no seller of Registrable Securities guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933
Act) shall be entitled to contribution from any seller of Registrable Securities
who was not guilty of fraudulent misrepresentation; and (ii) contribution by any
seller of Registrable Securities shall be limited in amount to the net amount of
proceeds received by such seller from the sale of such Registrable Securities.

     8. REPORTS UNDER THE 1934 ACT.
        --------------------------

     With a view to making available to the Rightsholders the benefits of Rule
144 promulgated under the 1933 Act or any other similar rule or regulation of
the SEC that may at any time permit the Rightsholders to sell securities of the
Company to the public without registration ("Rule 144"), during the period set
forth in Section 4(c) of the Securities Purchase Agreement, the Company agrees
to:

     a. make and keep public information available, as those terms are
understood and defined in Rule 144;

     b. file with the SEC in a timely manner all reports and other documents
required of the Company under the 1933 Act and the 1934 Act so long as the
Company remains subject to such requirements (it being understood that nothing
herein shall limit the Company's obligations under Section 4(c) of the
Securities Purchase Agreement) and the filing of such reports and other
documents is required for the applicable provisions of Rule 144; and

     c. furnish to each Rightsholder so long as such Rightsholder owns
Registrable Securities, promptly upon request, (i) a written statement by the
Company that it has complied with the reporting requirements of Rule 144, the
1933 Act and the 1934 Act, (ii) a copy of the most recent annual or quarterly
report of the Company and such other reports and documents so filed by the
Company, and (iii) such other information as may be reasonably requested to
permit the investors to sell such securities pursuant to Rule 144 without
registration.

     9. ASSIGNMENT OF REGISTRATION RIGHTS.
        ---------------------------------

     The rights under this Agreement shall be automatically assignable by the
Rightsholders to any transferee of all or any portion of Registrable Securities
if: (i) the Rightsholder agrees in writing with the transferee or assignee to
assign such rights, and a copy of such agreement is furnished to the Company
within a reasonable time after such assignment; (ii) the Company is, within a
reasonable time after such transfer or assignment, furnished with written notice
of (a) the name and address of such transferee or assignee, and (b) the
securities with respect to which such registration rights are being transferred
or assigned; (iii) immediately following such transfer or assignment the further
disposition of such securities by the transferee or assignee is restricted under
the 1933 Act and applicable state securities laws; (iv) at or before the time
the Company receives

                                       15
<PAGE>

the written notice contemplated by clause (ii) of this sentence the transferee
or assignee agrees in writing with the Company to be bound by all of the
provisions contained herein.

     10. AMENDMENT OF REGISTRATION RIGHTS.
         --------------------------------

     Provisions of this Agreement may be amended and the observance thereof may
be waived (either generally or in a particular instance and either retroactively
or prospectively), only with the written consent of the Company and
Rightsholders who then hold two-thirds (2/3) of the Registrable Securities. Any
amendment or waiver effected in accordance with this Section 10 shall be binding
upon each Rightsholder and the Company. No such amendment shall be effective to
the extent that it applies to less than all of the holders of the Registrable
Securities. No consideration shall be offered or paid to any Person to amend or
consent to a waiver or modification of any provision of any of this Agreement
unless the same consideration also is offered to all of the parties to this
Agreement.

     11. MISCELLANEOUS.
         -------------

     a. A Person is deemed to be a holder of Registrable Securities whenever
such Person owns or is deemed to own of record such Registrable Securities. If
the Company receives conflicting instructions, notices or elections from two or
more Persons with respect to the same Registrable Securities, the Company shall
act upon the basis of instructions, notice or election received from the
registered owner of such Registrable Securities.

     b. Any notices, consents, waivers or other communications required or
permitted to be given under the terms of this Agreement must be in writing and
will be deemed to have been delivered: (i) upon receipt, when delivered
personally; (ii) upon receipt, when sent by facsimile (provided confirmation of
transmission is mechanically or electronically generated and kept on file by the
sending party); or (iii) one business day after deposit with a nationally
recognized overnight delivery service, in each case properly addressed to the
party to receive the same. The addresses and facsimile numbers for such
communications shall be:

          If to the Company:

                Spacial Corporation
                92 Brown Place
                Bronx, New York
                Telephone: 718-292-1920
                Facsimile: 718-
                Attention: Chief Executive Officer


                                       16
<PAGE>

          With a copy to:

                Snow Becker Krauss P.C.
                605 Third Avenue
                New York, New York 10158-1643
                Telephone: 212-687-3860
                Facsimile: 212-949-7052
                Attention: Jack Becker, Esq.

If to a Rightsholder, to the address of such Rightsholder on the books and
records of the Company and/or to the attention of such other person as the
recipient party has specified by written notice given to each other party five
days prior to the effectiveness of such change. Written confirmation of receipt
(A) given by the recipient of such notice, consent, waiver or other
communication, (B) mechanically generated by the sender's facsimile machine
containing the time, date, recipient facsimile number and an image of such
transmission or (C) provided by a courier or overnight courier service shall be
rebuttable evidence of personal service, overnight or courier delivery or
transmission by facsimile in accordance with clause (i), (ii) or (iii) above,
respectively.

     c. Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

     d. The corporate laws of the State of Delaware shall govern all issues
concerning the relative rights of the Company and its stockholders. All other
questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by the internal laws of the State of New
York, without giving effect to any choice of law or conflict of law provision or
rule (whether of the State of New York or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State of
New York. Each party hereby irrevocably submits to the non-exclusive
jurisdiction of the state and federal courts sitting the City of New York, for
the adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is brought in an inconvenient forum or that the
venue of such suit, action or proceeding is improper. Each party hereby
irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. If any provision of this
Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity
or unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement in that jurisdiction or the validity or
enforceability of any provision of this Agreement in any other jurisdiction.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST,

                                       17
<PAGE>

A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.

     e. This Agreement constitutes the entire agreement among the parties hereto
with respect to the subject matter hereof and thereof. There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein and therein. This Agreement supersedes all prior
agreements and understandings among the parties hereto with respect to the
subject matter hereof and thereof.

     f. Subject to the requirements of Section 9, this Agreement shall inure to
the benefit of and be binding upon the permitted successors and assigns of each
of the parties hereto.

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

     h. This Agreement may be executed in identical counterparts, each of which
shall be deemed an original but all of which shall constitute one and the same
agreement. This Agreement, once executed by a party, may be delivered to the
other party hereto by facsimile transmission of a copy of this Agreement bearing
the signature of the party so delivering this Agreement.

     i. Each party shall do and perform, or cause to be done and performed, all
such further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other party may
reasonably request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.

     j. All consents and other determinations to be made by the Rightsholders
pursuant to this Agreement shall be made, unless otherwise specified in this
Agreement, by Rightsholders holding a majority of the Registrable Securities,
determined as if all of the Preferred Shares then outstanding have been
converted into or exercised for Registrable Securities without regard to any
limitation on conversions of the Preferred Shares.

     k. The language used in this Agreement will be deemed to be the language
chosen by the parties to express their mutual intent and no rules of strict
construction will be applied against any party.

     l. This Agreement is intended for the benefit of the parties hereto and
their respective permitted successors and assigns, and is not for the benefit
of, nor may any provision hereof be enforced by, any other Person.

                                   * * * * * *

                                       18
<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be duly executed as of day and year first above written.


COMPANY:
--------

SPACIAL CORPORATION


By:   /s/ James A. Prestiano
      ----------------------
Name: James A. Prestiano
Its:  President



      /s/ James A. Prestiano
      ----------------------
      James A. Prestiano










                                       19