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                                                            Exhibit 10 (a) (14)

                  EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

         EXCHANGE AND REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made
and entered into as of December 15, 1999 by and among Inter*Act Operating Co.,
Inc. (the "Company") and each Holder (as herein defined).

         This Agreement is made in connection with that certain exchange offer
pursuant to which, in exchange for the surrender of at least 80% aggregate
principal amount of (i) the 14% Senior Discount Notes Due 2003 of Inter*Act
Electronic Marketing, Inc., a North Carolina corporation ("Inter*Act"),
Inter*Act or the Company shall issue or cause to be issued, as the case may be,
(x) up to $70,000,000 aggregate principal amount of Senior Pay-in-Kind Notes
Due 2003 of the Company (the "Notes"), (y) warrants ("Warrants") to purchase up
to an aggregate of 2,506,812 shares of common stock, no par value, of Inter*Act
(the "Common Stock") and (z) up to an aggregate of 140,000 shares of the 14%
Series B Mandatorily Convertible Preferred Stock of Inter*Act (the "Preferred
Stock").

         In consideration of the foregoing, the parties hereby agree as follows:

         SECTION 1.  DEFINITIONS.

         Capitalized terms used herein without definition shall have the
respective meanings given such terms as in the Indenture. As used in this
Agreement, the following terms have the following meanings:

         "Act" means the Securities Act of 1933, as amended.

         "Advice" has the meaning set forth in Section 6.

         "Affiliate" means, with respect to any specified Person, any other
Person who, directly or indirectly, controls, is controlled by, or is under
common control with such specified Person.

         "Agreement" has the meaning set forth in the preamble.

         "Business Day" means any day other than a day on which banks are
authorized or required to be closed in the State of New York.

         "Commission" means the Securities and Exchange Commission.

         "Common Stock" has the meaning set forth in the preamble.

         "Company" has the meaning set forth in the preamble and shall include
the Company's successors by merger, acquisition, reorganization or otherwise.

         "Consummate" means, with respect to an Exchange Offer hereunder, (a)
the filing and causing to become effective under the Securities Act of a
Registration Statement covering






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the Exchange Offer, (b) the maintenance of such Registration Statement
continuously effective for the period required by Section 2 hereof, and (c) the
delivery by the Company to the registrar under the Indenture of the Exchange
Securities in the same aggregate principal amount as the aggregate principal
amount of Registrable Securities tendered by Holders pursuant to such Exchange
Offer.

         "Controlling Persons" has the meaning set forth in Section 8(a).

         "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor statute, and the rules and regulations of
the Commission promulgated thereunder.

         "Exchange Offer" means the offer to exchange any of the Registrable
Securities for Exchange Securities made by the Company pursuant to Section 2.

         "Exchange Offer Registration Statement" has the meaning set forth in
Section 2(a).

         "Exchange Securities" means securities of the Company that are (i)
identical to the Registrable Securities in all material respects except that
they have been registered pursuant to an effective Registration Statement under
the Securities Act and (ii) issued under and entitled to the benefits of the
Indenture, which shall have been qualified under the Trust Indenture Act.

         "Exchanging Dealer" means any Holder which is a broker-dealer, electing
to exchange Securities acquired for its own account as a result of market-making
or other trading activities for new securities in the Exchange Offer.

         "Holder" means any holder of Registrable Securities.

         "Holders' Counsel" means Goodwin, Procter & Hoar LLP, special counsel
to the Holders, or any successor counsel selected by Holders of a majority in
interest of Registrable Securities.

         "Indenture" means the Indenture, dated as of the date of this
Agreement, between the Company and the Trustee, pursuant to which the
Registrable Securities are being issued and pursuant to which the Exchange
Securities, if any, shall be issued, as amended, restated supplemented or
otherwise modified from time to time, together with any exhibits, schedules or
other attachments thereto.

         "Initial Public Offering" means the first public offering of shares of
Common Stock registered on Form S-1, Form S-3, Form S-4 or Form S-11 (or any
successor or equivalent forms).

         "Inspectors" has the meaning set forth in Section 6(m).

         "Issue Date" means December 28, 1999.

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         "NASD" has the meaning set forth in Section 6(q).

         "NASDAQ" has the meaning set forth in Section 6(o).

         "New Security" means debt securities of the Company identical in all
material respects to the Registrable Securities to be issued in connection with
the Exchange Offer pursuant to the Indenture or a new indenture of the Company
identical in all material respects to the Indenture.

         "Notes" has the meaning set forth in the preamble.

         "Other Registration Rights" has the meaning set forth in Section 11.

         "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, limited liability company,
unincorporated organization or government or other agency or political
subdivision thereof.

         "Preferred Stock" has the meaning set forth in the preamble.

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

         "Records" has the meaning set forth in Section 6(m).

         "Registrable Securities" means the Notes until such time as (i) a
Registration Statement covering such Registrable Securities has been declared
effective and such Registrable Securities have been disposed of pursuant to such
effective Registration Statement, (ii) such Registrable Securities are
transferred to any Person other than a Holder pursuant to Rule 144 (or any
similar provision then in force, but not Rule 144A) under the Securities Act,
including a sale pursuant to the provisions of Rule 144(k), or (iii) such
Registrable Securities shall have been exchanged pursuant to an Exchange Offer.

         "Registration Default" has the meaning set forth in Section 4(a).

         "Registration Expenses" has the meaning set forth in Section 7.

         "Registration Statement" means any registration statement of the
Company that covers any of the Securities pursuant to the provisions of this
Agreement (including any Shelf Registration Statement), and all amendments and
supplements to any such registration

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statement, including post-effective amendments, in each case including the
Prospectus, all exhibits, and all material incorporated by reference or deemed
to be incorporated by reference in such registration statement.

         "Rule 144A" has the meaning set forth in Section 9(b).

         "Securities" means the Registrable Securities and the Exchange
Securities.

         "Securities Act" means the Securities Act of 1933, as amended from time
to time, or any successor statute, and the rules and regulations of the
Commission promulgated thereunder.

         "Shelf Notice" has the meaning set forth in Section 2(b).

         "Shelf Registration Statement" has the meaning set forth in
Section 2(b).

         "Suspension Notice" has the meaning set forth in Section 6.

         "Suspension Period" has the meaning set forth in Section 6.

         "Target Consummation Date" means the date 60 Business Days after the
earlier of (i) the Target Effective Date or (ii) the date on which the
Registration Statement relating to the Exchange Offer is declared effective by
the Commission.

         "Target Effective Date" means the date 90 days after the earlier of (i)
the Target Filing Date or (ii) the date on which the Shelf Registration
Statement or the Exchange Offer Registration Statement is filed with the
Commission, as the case may be.

         "Target Effective Period" has the meaning set forth in Section 3(a).

         "Target Filing Date" means (i) the earlier of the date 30 days after an
Initial Public Offering or the date 180 days after the date hereof or (ii) in
the event that the Company has not filed a Registration Statement for an
Exchange Offer and the Shelf Notice is delivered within the 15 day period prior
to the Target Filing Date as contemplated by the proviso contained in the first
sentence of Section 3(a) of this Agreement, the date 15 days after delivery of
the Shelf Notice.

         "Transfer Restricted Security" means each Security or New Security
until (i) the date which such Transfer Restricted Security has been exchanged by
a person other than a broker-dealer for a New Security in the Registered
Exchange Offer that is freely transferable under the Act, (ii) following the
exchange by a broker-dealer in the Registered Exchange Offer of a Transfer
Restricted Security for a New Security, the date on which such New Security is
sold to a purchaser who receives from such broker-dealer on or prior to the date
of such sale a copy of the prospectus contained in the Exchange Offer
Registration Statement, (iii) the date on which such Transfer Restricted
Security has been effectively registered under the Act and disposed of in
accordance with the Shelf Registration Statement

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or (iv) the date an which such Transfer Restricted Security is distributed to
the public pursuant to Rule 144 under the Act or is saleable pursuant to Rule
144(k) under the Act.

         "Trustee" means State Street Bank and Trust Company, as Trustee under
the Indenture, or any successor Trustee under the Indenture.

         "Trust Indenture Act" means the Trust Indenture Act of 1939 (15 U.S.
Code 'SS''SS'77aaa-77bbbb), as amended from time to time, or any successor
statute, and any rules and regulations of the Commission promulgated thereunder.

         "Warrants" has the meaning set forth in the preamble.

         SECTION 2.        EXCHANGE OFFER.

                  (a) After the Company's Initial Public Offering, or in the
event that, as of the date that is 180 days following the date hereof, neither
the Company nor Inter*Act has commenced an Initial Public Offering, the Company
shall (i) cause to be filed with the Commission in no later than the Target
Filing Date, a Registration Statement with respect to the Exchange Offer (the
"Exchange Offer Registration Statement"), (ii) use best efforts to cause such
Registration Statement to be declared effective as soon as practicable after the
Target Filing Date or such earlier filing date, but in no event later than the
Target Effective Date and (iii) use best efforts to Consummate the Exchange
Offer as soon as practicable after the Target Effective Date or such earlier
effective date, but in no event later than the Target Consummation Date. The
Exchange Offer will be registered under the Securities Act on the appropriate
form and duly registered or qualified under applicable state securities or blue
sky laws and will comply with all applicable tender offer rules and regulations
under the Exchange Act and state securities or blue sky laws. The Company shall
mail to each Holder a copy of the Prospectus forming part of the Exchange Offer
Registration Statement, together with an appropriate letter of transmittal and
related documents. Each Holder who exchanges Registrable Securities for Exchange
Securities in an Exchange Offer shall be deemed to have represented, and at the
request of the Company shall provide a letter confirming, that (A) such Holder
is not an "affiliate" of the Company within the meaning of Rule 405 under the
Securities Act, (B) any Exchange Securities received by such Holder will be
acquired in the ordinary course of its business, (C) such Holder will not, at
the time of the Consummation of the Exchange Offer, have any arrangement or
understanding with any Person or the intent to enter into any such arrangement
or understanding to participate in the distribution of the Exchange Securities
and (D) if such Holder is a broker-dealer, such Holder acquired its Registrable
Securities for its own account as a result of market-making or other trading
activities and such Holder will deliver a prospectus in connection with any
resale of Exchange Securities. Any Holder (x) who refuses to provide a letter
requested in connection with an Exchange Offer pursuant to the preceding
sentence or (y) who refuses to participate in an Exchange Offer other than in
the circumstances described in Section 2(b)(i) or (ii) below, shall not be
entitled to cause the Company to effect a "shelf" registration pursuant to
Section 3 hereof. The Company agrees to supplement or amend the Registration
Statement filed in respect of the Exchange Offer to the extent required by
applicable law, rules or regulations or by the instructions applicable to the
registration form used by the Company for

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such Registration Statement. The Company shall keep the Registration Statement
relating to the Exchange Offer continuously effective for a period of not less
than the minimum period required under applicable federal and state securities
laws; provided, however, that for a period of at least 20 consecutive Business
Days (i) the Exchange Offer shall remain open and (ii) the Registration
Statement relating to the Exchange Offer shall remain continuously effective.
The provisions of this Agreement shall continue to apply notwithstanding
acceptance of all tendered Registrable Securities pursuant to an Exchange Offer
and issuance of Exchange Securities in exchange therefor pursuant to an Exchange
Offer in accordance with this Section 2; provided, however, that the Company (i)
may omit to comply with such of the procedures set forth in Section 6 as are
required to be complied with only in connection with a Shelf Registration
Statement or as may be appropriate under the circumstances without adversely
affecting the interests of the Holders under this Agreement, taken as a whole,
(ii) shall have no further obligation to register Registrable Securities
pursuant to this Section 2 or pursuant to Section 3 of this Agreement and (iii)
shall, except for the obligation to pay liquidated damages which have accrued
under Section 4 hereof, have no further obligations under Section 4 hereof.

                  (b) As soon as practicable after the close of the Registered
Exchange Offer, the Company shall: (i) accept for exchange all Securities
tendered and not validly withdrawn pursuant to the Exchange Offer; (ii) deliver
to the Trustee for cancellation all Securities so accepted for exchange; and
(iii) cause the Trustee or the New Securities Trustee, as the case may be,
promptly to authenticate and deliver to each Holder of Securities New Securities
equal in principal amount to the Securities of such Holder so accepted for
exchange.

                  (c) The Company acknowledges that, pursuant to interpretations
by the Commission's staff of Section 5 of the Act, and in the absence of an
applicable exemption therefrom, each Exchanging Dealer is required to deliver a
Prospectus in connection with a sale of any New Securities received by such
Exchanging Dealer pursuant to the Registered Exchange Offer in exchange for
Securities acquired for its own account as a result of market-making activities
or other trading activities. Accordingly, the Company shall:

                           (i) include the information set forth in Annex A
         hereto on the cover of the Exchange Offer Registration Statement, in
         Annex B hereto in the forepart of the Exchange Offer Registration
         Statement in a section setting forth details of the Exchange Offer, and
         in Annex C hereto in the underwriting or plan of distribution section
         of the Prospectus forming a part of the Exchange Offer Registration
         Statement, and include the information set forth in Annex D hereto in
         the Letter of Transmittal delivered pursuant to the Registered Exchange
         Offer; and

                           (ii) use its best efforts to keep the Exchange Offer
         Registration Statement continuously effective under the Act during the
         Exchange Offer Registration Period for delivery by Exchanging Dealers
         in connection with sales of New Securities received pursuant to the
         Registered Exchange Offer, as contemplated by Section 4(h) below. The
         Company shall be deemed not to have used its best efforts to keep the
         Exchange Offer Registration Statement effective during the requisite
         period if it voluntarily takes any action that would result in Holders
         of Transfer Restricted

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         Securities covered thereby not being able to offer and sell such
         securities during that period, unless (i) such action is required by
         applicable law, or (ii) such action is taken by the Company in good
         faith and for valid business reasons (not including avoidance of the
         Company's obligations hereunder), including the acquisition or
         divestiture of assets, so long as the Company promptly thereafter
         complies with the requirements of Section 4(f), if applicable.

                  (d) If, prior to the Consummation of the Exchange Offer, (i)
the Company reasonably determines, or Holders of at least 25% of the aggregate
principal amount of Registrable Securities reasonably determine, in each case
based on written advice of counsel, that the Exchange Securities would not, upon
receipt, be tradeable by each such Holder without restriction under the
Securities Act and the Exchange Act and under applicable blue sky or state
securities laws, and without, in each case, delivery of a prospectus, or (ii)
Holders of at least 25% of the aggregate principal amount of Registrable
Securities reasonably determine, based on written advice of counsel, that either
(A) the participation of such Holders in the Exchange Offer is not legally
permitted or (B) there has been a court decision or administrative action that
may reasonably be expected to have a material adverse effect on such Holders in
the event such Holders participate in the Exchange Offer, then the Company or
the Holders, as the case may be, shall promptly deliver to the Trustee and the
Company or the Holders, as the case may be, notice thereof (the "Shelf Notice")
and the Company shall file a "shelf" Registration Statement (the "Shelf
Registration Statement") on the appropriate form for an offering to be made on a
continuous basis pursuant to Rule 415 under the Securities Act (or such
successor rule or similar provision then in effect) pursuant to Section 3 of
this Agreement. The parties agree that, following the delivery of a Shelf
Notice, the Company shall have no further obligation under this Section 2.

         SECTION 3.        SHELF REGISTRATION.

                  (a) If the Company is required to deliver, or the Holders
deliver, a Shelf Notice as contemplated by Section 2(d) of this Agreement, then
the Company shall prepare and file with the Commission as soon as practicable,
but not later than the Target Filing Date, a Shelf Registration Statement
covering all of the Registrable Securities; provided, however, that if the
Company has not yet filed a Registration Statement for an Exchange Offer, the
Company shall file the Shelf Registration Statement on or before the Target
Filing Date unless the Shelf Notice is delivered within the 15 day period prior
to the Target Filing Date, in which case the Company shall have 15 days from the
date of delivery of the Shelf Notice to file the Shelf Registration Statement.
The Company will use best efforts to have the Shelf Registration Statement
declared effective on or before the Target Effective Date and to keep such Shelf
Registration Statement continuously effective for a period (the "Target
Effective Period") of at least 36 months following the Target Effective Date or,
if later, the date on which such Shelf Registration Statement is declared
effective (or such shorter period which will terminate when all Registrable
Securities covered by such Shelf Registration Statement have been sold or
withdrawn, but not prior to the expiration of the applicable period referred to
in Section 4(3) of the Securities Act and Rule 174 thereunder, if applicable).
The Company further agrees, if necessary, to supplement or amend the Shelf
Registration Statement, as required by the registration form used by the Company
for such

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Shelf Registration Statement or by the instructions applicable to such
registration form or by the Securities Act or as requested (which request shall
result in the filing of a supplement or amendment) by any Holder of Registrable
Securities to which such Shelf Registration Statement relates (but only to the
extent that such request by such Holder relates to information with respect to
such Holder), and the Company agrees to furnish to the Holders and Holder's
Counsel copies of any such supplement or amendment prior to its being used
and/or filed with the Commission. Holders of Registrable Securities shall be
permitted to withdraw all or any part of the Registrable Securities from a Shelf
Registration Statement at any time prior to the effective date of such Shelf
Registration Statement.

                  (b) A registration will not be deemed to have been effected
under this Section 3 unless the Shelf Registration Statement has been declared
effective by the Commission and the Company has complied in all material
respects with its obligations under this Agreement with respect thereto;
provided, however, that if after it has been declared effective, the offering of
Registrable Securities pursuant to a Shelf Registration Statement is interfered
with by any stop order, injunction or other order or requirement of the
Commission or any other governmental agency or court, such Shelf Registration
Statement will be deemed not to have become effective during the period of such
interference (and liquidated damages shall accrue and be payable under Section
4) until the offering of Registrable Securities pursuant to such Shelf
Registration Statement may legally resume. If a registration pursuant to this
Section 3 is deemed not to have been effected then the Company shall continue to
be obligated to effect a registration pursuant to this Section 3.

                  (c) Selection of Underwriter. If the Holders so elect, the
offering of Registrable Securities pursuant to a Shelf Registration Statement
shall be in the form of an underwritten offering. If they so elect, the Holders
participating in such Shelf Registration Statement shall select one or more
nationally recognized firms of investment bankers to act as the book-running
managing underwriter or underwriters in connection with such offering; provided
that such selection shall be subject to the consent of the Company, which
consent shall not be unreasonably withheld.

         SECTION 4.        INTEREST PAYMENTS.

                  (a) In the event that, as of the date that is 180 days
following the date hereof, neither the Company nor Inter*Act has commenced on
Initial Public Offering, and (i) either the Exchange Offer Registration
Statement or the Shelf Registration Statement, as the case may be, is not filed
with the Commission on or prior to the Target Filing Date, (ii) the Exchange
Offer Registration Statement or the Shelf Registration Statement, as the case
may be, has not been declared effective on or prior to the Target Effective
Date, (iii) either the Exchange Offer is not consummated or the Shelf
Registration Statement is not declared effective, as the case may be, on or
prior to the Target Consummation Date or (iv) the Exchange Offer Registration
Statement or the Shelf Registration Statement, as the case may be, is declared
effective, but thereafter ceases to be effective or usable (each such event
referred to in clause (i) through (iv) above, a "Registration Default") interest
(in addition to the interest otherwise due on the Notes after such date) will
accrue on the Notes at a rate of one-half of one percent per annum of the
principal amount of the Notes on the immediately

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preceding semi-annual accrual date (for purposes of this paragraph, "semi-annual
accrual date" means each February 1 or August 1 of each year (or, if such
immediately preceding February 1 or August 1 occurs before February 1, 2000, at
a rate of one-half of one percent of the principal value of the Notes on August
1, 1999)) with respect to the first 90-day period following such Registration
Default, and the amount of such additional interest will increase by an
additional one-half of one percent per annum for each subsequent 90-day period
until such Registration Default has been cured, payable in cash semi-annually,
in arrears, on February 1 and August 1 of each year; provided, however, that in
no event shall the rate of such additional interest be more than one and
one-half of one percent of the principal value of the Notes. Upon the cure of
all applicable Registration Defaults, such additional interest shall cease to
accrue.

         The parties hereto agree that the interest rate increase provided for
in this Section 4 constitutes a reasonable estimate as of the date hereof of the
damages that will be suffered by Holders of Registrable Securities by reason of
the failure of the Shelf Registration Statement or the Registration Statement
relating to the Exchange Offer to be filed, to be declared effective and/or to
remain effective, or by reason of the failure of the Exchange Offer to be
Consummated, as the case may be, in accordance with this Agreement. However, the
right of the Holders to be paid the increased interest rate provided for in this
Section 4 is not intended to be and shall not be construed or deemed to be an
exclusive remedy, it being understood that the Holders shall have the full right
to pursue all available remedies at law or in equity for any breach by the
Company of any of its obligations under this Agreement.

         SECTION 5.        TRUST INDENTURE ACT QUALIFICATION; RATING.

         At or prior to the effectiveness of the Registration Statement relating
to the Exchange Offer or the Shelf Registration Statement:

                  (a) The Company will qualify the Indenture under the Trust
Indenture Act, and shall use best efforts to effect such registration to permit
the sale of such Registrable Securities or the exchange of the Exchange
Securities in accordance with the intended method or methods of disposition
thereof.

                  (b) If notified by a nationally recognized rating agency that
the Registrable Securities are being rated, the Company agrees to cooperate in
providing written information and making a presentation to such agency and to
use best efforts to obtain a rating for the Registrable Securities or Exchange
Securities, as the case may be, from a nationally recognized rating agency.

         SECTION 6.        REGISTRATION PROCEDURES.

         In connection with the obligations of the Company to effect or cause
the registration of any Registrable Securities pursuant to the terms and
conditions of this Agreement, the Company shall use its best efforts to effect
the registration and sale of such Registrable Securities in accordance with the
intended method of distribution thereof as quickly as practicable, and in
connection therewith:

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                  (a) The Company shall prepare and file with the Commission a
         Registration Statement on the appropriate form under the Securities
         Act, which Registration Statement shall comply as to form in all
         material respects with the requirements of the applicable form and
         include all financial statements required by the Commission to be filed
         therewith, and use its best efforts to cause such Registration
         Statement to become effective and remain effective in accordance with
         the provisions of this Agreement; provided, however that, at least ten
         Business Days prior to filing a Registration Statement or Prospectus or
         any amendments or supplements thereto, including documents incorporated
         by reference after the initial filing of the Registration Statement,
         the Company shall furnish to the Holders of the Registrable Securities
         covered by such Registration Statement, Holders' Counsel and the
         underwriters, if any, draft copies of all such documents proposed to be
         filed, which documents will be subject to the review of Holders'
         Counsel and the underwriters, if any, and the Company will not, unless
         required by law or this Agreement, file any Registration Statement or
         amendment thereto or any Prospectus or any supplement thereto to which
         Holders holding a majority in interest of the Registrable Securities
         covered by such Registration Statement or the underwriters with respect
         to such Securities, if any, shall object; provided, however, that any
         such objection to the filing of any Registration Statement or amendment
         thereto or any Prospectus or supplement thereto shall be made by
         written notice (the "Objection Notice") delivered to the Company no
         later than ten Business Days after the party or parties asserting such
         objection (the "Objecting Party") receives draft copies of the
         documents that the Company proposes to file. The Objection Notice shall
         set forth the objections and the specific areas in the draft documents
         where such objections arise. The Company shall have five Business Days
         after receipt of the Objection Notice to correct such deficiencies to
         the satisfaction of the Objecting Party, and will notify each Holder of
         any stop order issued or threatened by the Commission in connection
         therewith and shall use its best efforts to prevent the entry of such
         stop order or, if entered, to have such stop order withdrawn at the
         earliest possible moment.

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

                  (c) The Company shall promptly furnish to any Holder and the
         underwriters, if any, without charge, such number of conformed copies
         of each Registration Statement and any post-effective amendment thereto
         and such number of

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         copies of the Prospectus (including each preliminary Prospectus) and
         any amendments or supplements thereto, any documents incorporated by
         reference therein and such other documents as any such Holder or
         underwriter may reasonable request in order to facilitate the public
         sale or other disposition of the Registrable Securities being sold by
         such Holder.

                  (d) The Company shall, on or prior to the date on which a
         Registration Statement is declared effective, (i) use its best efforts
         to register or qualify the Registrable Securities covered by such
         Registration Statement under the securities or "blue sky" laws of each
         of the 50 states of the United States (or such jurisdictions as any
         Holder, Holders' counsel or underwriter may request) or obtain
         appropriate exemptions therefrom; (ii) do any and all other acts and
         things which may be necessary or advisable to enable the Holders of
         Registrable Securities included in such Registration Statement to
         consummate the disposition of such Registrable Securities in accordance
         with their intended method of distribution thereof; (iii) use its best
         efforts to keep each such state securities or "blue sky" registration
         or qualification (or exemption therefrom) effective during the period
         in which the Company is required to keep the Registration Statement
         effective; and (iv) do any and all other acts or things which may be
         necessary or advisable to enable the Holders of Registrable Securities
         included in such Registration Statement to complete the disposition in
         such jurisdictions of such Registrable Securities in accordance with
         their intended method of distribution thereof; provided, however, that
         the Company shall not be required (A) to qualify to do business in any
         jurisdiction where it would not otherwise be required to so qualify but
         for this Section 5(d) or (B) to file any general consent to service of
         process.

                  (e) The Company shall use its best efforts to cause the
         Registrable Securities covered by a Registration Statement to be
         registered with or approved by such other governmental agencies or
         authorities as may be necessary by virtue of the business and
         operations of the Company to enable the Holders to consummate the
         disposition of such Registrable Securities in accordance with their
         intended method of distribution thereof.

                  (f) The Company shall promptly notify each Holder, Holders'
         Counsel and any underwriter and (if requested by any such Person)
         confirm such notice in writing, (i) when a Registration Statement or a
         Prospectus or any post-effective amendment or any Prospectus supplement
         has been filed and, with respect to a Registration Statement or any
         post-effective amendment, when the same has become effective, (ii) of
         any request by the Commission or any state securities authority for
         amendments and supplements to a Registration Statement and Prospectus
         or for additional information after the Registration Statement has
         become effective, (iii) of the issuance by the Commission of any stop
         order suspending the effectiveness of a Registration Statement or the
         initiation or threatening of any proceedings for that purpose, (iv) of
         the issuance by any state securities commission or other regulatory
         authority of any order suspending the registration or qualification or
         exemption from registration or qualification of any of the Registrable
         Securities under state securities or "blue sky"

                                      11




<PAGE>


         laws or the initiation of any proceedings for that purpose, (v) if,
         between the effective date of a Registration Statement and the closing
         of any sale of Registrable Securities covered thereby, the
         representations and warranties of the Company contained in any
         underwriting agreement, securities sales agreement or other similar
         agreement, if any, relating to the offering of such Registrable
         Securities cease to be true and correct in all material respects, and
         (vi) of the happening of any event which makes any statement of a
         material fact made in a Registration Statement or related Prospectus
         untrue or which requires the making of any changes in such Registration
         Statement or Prospectus so that such Registration Statement or
         Prospectus will not contain any untrue statement of a material fact or
         omit to state any 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, as promptly as
         practicable thereafter, prepare and file an amendment to such
         Registration Statement with the Commission and furnish to the Holders
         and any underwriter a supplement or amendment to such Prospectus so
         that, as thereafter deliverable to the purchasers of such Registrable
         Securities, such Prospectus will not contain any untrue statement of a
         material fact or omit to state a material fact necessary to make the
         statements therein, in light of the circumstances under which they were
         made, not misleading.

                  (g) The Company shall make generally available to the Holders
         an earnings statement satisfying the provisions of Section 11(a) of the
         Securities Act no later than 30 days after the end of the 12-month
         period beginning with the first day of the Company's first fiscal
         quarter commencing after the effective date of a Registration
         Statement, which earnings statement shall cover said 12-month period,
         and which requirement will be deemed to be satisfied if the Company
         timely files complete and accurate information on Forms 10-Q, 10-K and
         8-K under the Exchange Act and otherwise complies with Rule 158 under
         the Securities Act.

                  (h) The Company shall promptly use its best efforts to prevent
         the issuance of any order suspending the effectiveness of a
         Registration Statement, and, if any such order suspending the
         effectiveness of a Registration Statement is issued, shall promptly use
         its best efforts to obtain the withdrawal of such order at the earliest
         possible moment.

                  (i) The Company shall, if requested by the managing
         underwriter or underwriters, if any, Holders' Counsel, or any Holder
         promptly incorporate in a Prospectus supplement or post-effective
         amendment such information as such managing underwriter or underwriters
         or Holder or Holders' Counsel requests to be included therein,
         including, without limitation, with respect to the Registrable
         Securities being sold by such Holder to such underwriter or
         underwriters, the purchase price being paid therefor by such
         underwriter or underwriters and any other terms of an underwritten
         offering of the Registrable Securities to be sold in such offering, and
         the Company shall promptly make all required filings of such Prospectus
         supplement or post-effective amendment.

                                      12




<PAGE>


                  (j) The Company shall, as promptly as practicable after the
         filing with the Commission of any document which is incorporated by
         reference into a Registration Statement (in the form in which it was
         incorporated), deliver a copy of each such document to each of the
         Holders and to Holders' Counsel.

                  (k) The Company shall cooperate with the Holders and the
         managing underwriter or underwriters, if any, to facilitate the timely
         preparation and delivery of certificates (which shall not bear any
         restrictive legends unless required under applicable law) representing
         Registrable Securities sold under a Registration Statement to the
         purchasers thereof, and enable such Registrable Securities to be in
         such denominations and registered in such names as the managing
         underwriter or underwriters, if any, or such Holders may request and
         keep available and make available to the Company's transfer agent prior
         to the effectiveness of such Registration Statement a supply of such
         certificates.

                  (l) The Company shall enter into such customary agreements
         (including, if applicable, an underwriting agreement in customary form)
         and take such other actions as the Holders or the underwriters retained
         by the Holders participating in an underwritten public offering, if
         any, may request in order to expedite or facilitate the disposition of
         Registrable Securities (the Holders may, at their option, require that
         any or all of the representations, warranties and covenants of the
         Company to or for the benefit of any underwriters also be made to and
         for the benefit of the Holders).

                  (m) The Company shall promptly make available to each Holder,
         any underwriter participating in any disposition of Registrable
         Securities pursuant to a Registration Statement, and any attorney,
         accountant or other agent or representative retained by any such Holder
         or underwriter (collectively, the "Inspectors"), all financial and
         other records, pertinent corporate documents and properties of the
         Company (collectively, the "Records"), as shall be reasonably necessary
         to enable them to exercise their due diligence responsibility, and
         cause the Company's officers, directors and employees to supply all
         information requested by any such Inspector in connection with such
         Registration Statement.

                  (n) The Company shall furnish to each Holder of Registrable
         Securities included in such offering and to each underwriter, if any, a
         signed counterpart, addressed to such Holder or underwriter, of (i) an
         opinion or opinions of counsel to the Company, and (ii) a comfort
         letter or comfort letters from the Company's independent public
         accountants, each in customary form and covering matters of the type
         customarily covered by opinions or comfort letters, as the case may be.

                  (o) The Company shall use its best efforts to cause the
         Registrable Securities included in a Registration Statement (if the
         Company and the Registrable Securities so qualify) (i) to be listed on
         each national securities exchange, if any, on which similar securities
         issued by the Company are then listed, or (ii) if similar securities of
         the Company are not then listed, to be authorized for quotation or
         listing,

                                      13




<PAGE>


         as applicable, on the New York Stock Exchange or The Nasdaq Stock
         Market, Inc.'s ("Nasdaq") National Market or Small-Cap Market.

                  (p) The Company shall provide a CUSIP number for all
         Registrable Securities covered by a Registration Statement not later
         than the effective date of such Registration Statement.

                  (q) The Company shall cooperate with each Holder and each
         underwriter participating in the disposition of Registrable Securities
         and their respective counsel in connection with any filings required to
         be made with the National Association of Securities Dealers, Inc.
         ("NASD").

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

                  (s) The Company shall appoint or maintain a transfer agent and
         registrar for all Registrable Securities covered by a Registration
         Statement not later than the effective date of such Registration
         Statement.

                  (t) In connection with an underwritten offering, the Company
         shall participate, to the extent reasonably requested by the managing
         underwriter for the offering or the Holders, in customary efforts to
         sell the securities being offered, including without limitation,
         participating in "road shows."

                  (u) If a Holder proposes to sell a block of Registrable
         Securities with a value in excess of $1 million, the Company shall make
         members of the management of the Company available for reasonable
         selling efforts, including senior management attendance at road shows,
         provided, however, that the selling Holder or Holders shall reimburse
         the Company for its reasonable out-of-pocket expenses actually incurred
         at the request of such selling Holder or Holders in connection with
         such selling efforts.

                  (v) If the Registrable Securities are of a class of securities
         that is listed on a national securities exchange, the Company shall
         file copies of any Prospectus with such exchange in compliance with
         Rule 153 under the Securities Act so that the Holders shall benefit
         from the prospectus delivery procedures described therein.

         In the case of a Shelf Registration Statement, each Holder, upon
receipt of any notice (a "Suspension Notice") from the Company of the happening
of any event of the kind described in Section 5(f)(vi), shall forthwith
discontinue disposition of the Registrable Securities pursuant to the Shelf
Registration Statement covering such Registrable Securities until such Holder's
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 5(f) or until such Holder is advised in writing (the "Advice") by the
Company that the use of the Prospectus may be resumed, and such Holder has
received copies of any additional or supplemental filings which are incorporated
by reference in the

                                      14




<PAGE>


Prospectus, and, if so directed by the Company, such Holder will, or will
request the managing underwriter or underwriters, if any, to, deliver to the
Company (at the Company's expense) all copies, other than permanent file copies
then in such Holder's possession, of the Prospectus covering such Registrable
Securities current at the time of receipt of such notice; provided, however,
that the Company shall not give a Suspension Notice until after the Shelf
Registration Statement has been declared effective and shall not give more than
one Suspension Notice during any period of 12 consecutive months and in no event
shall the period from the date on which any Holder receives a Suspension Notice
to the date on which any Holder receives either the Advice or copies of the
supplemented or amended Prospectus contemplated by Section 5(f) (the "Suspension
Period") exceed 30 days. In the event that the Company shall give any Suspension
Notice, (i) the Company shall use its best efforts and take such actions as are
reasonably necessary to render the Advice and end the Suspension Period as
promptly as practicable and (ii) the time periods for which a Shelf Registration
Statement is required to be kept effective pursuant to Section 2 hereof shall be
extended by the number of days during the Suspension Period. If any Suspension
Period exceeds 30 days or more than one Suspension Notice is given during any
period of 12 consecutive months, the Company shall pay liquidated damages to
each Holder of Registrable Securities in an amount equal to $.10 per 1,000
shares of the Registrable Securities included in the Shelf Registration
Statement per week beginning on the 31st day of such Suspension Period or the
date of such additional Suspension Notice, as the case may be. The weekly
liquidated damages payable by the Company to the Holders as a result of the
continuance of a Suspension Period beyond 30 days or as a result of the giving
of more than one Suspension Notice during any 12 months period shall increase by
an amount equal to $.10 per 1,000 shares of the Registrable Securities two weeks
after the event triggering such liquidated damages and shall thereafter increase
by an amount equal to $.10 per 1,000 shares of the Registrable Securities at the
end of each subsequent two week period for so long as the event triggering such
liquidated damages has not been eliminated. The Company shall pay the liquidated
damages due with respect to any Registrable Securities at the end of each week
during which such damages accrue. Liquidated damages shall be paid to the
Holders of Registrable Securities entitled to receive such liquidated damages by
wire transfer in immediately available funds to the accounts designated by such
Holders.

         If any Registration Statement refers to any Holder by name or otherwise
as the holder of any securities of the Company, then such Holder shall have the
right to require (i) the insertion therein of language, in form and substance
reasonably satisfactory to such Holder, to the effect that the holding by such
Holder of such securities is not to be construed as a recommendation by such
Holder of the investment quality of the Company's securities covered thereby and
that such holding does not imply that such Holder will assist in meeting any
future financial requirements of the Company, or (ii) in the event that such
reference to such Holder by name or otherwise is not required by the Securities
Act or any similar Federal or state securities or "blue sky" statute and the
rules and regulations thereunder then in force, the deletion of the reference to
such Holder.

         SECTION 7.  REGISTRATION EXPENSES. Any and all expenses incident to
the Company's performance of or compliance with this Agreement, including
without limitation, all Commission and securities exchange, NASDAQ or NASD
registration and filing fees, all

                                      15




<PAGE>


fees and expenses incurred in connection with compliance with state securities
or "blue sky" laws (including reasonable fees and disbursements of counsel for
any underwriters or Holders in connection with state securities or "blue sky"
qualifications of the Registrable Securities), rating agency fees, printing
expenses, messenger and delivery expenses, internal expenses (including, without
limitation, all salaries and expenses of the Company's officers and employees
performing legal or accounting duties), all expenses for word processing,
printing and distributing any Registration Statement, any Prospectus, any
amendments or supplements thereto, any underwriting agreements, securities sales
agreements and other documents relating to the performance of and compliance
with this Agreement, the fees and expenses incurred in connection with the
listing of the Registrable Securities, the fees and disbursements of counsel for
the Company and of the independent certified public accountants of the Company
(including the expenses of any comfort letters or costs associated with the
delivery by independent certified public accountants of a comfort letter or
comfort letter requested pursuant to Section 6(n), Securities Act liability
insurance (if the Company elects to obtain such insurance), the reasonable fees
and expenses of any special experts or other Persons retained by the Company in
connection with any registration, the reasonable fees and disbursements of
Holders' Counsel and any reasonable out-of-pocket expenses of the Holders and
their agents, including any reasonable travel costs but excluding underwriting
discounts and commissions and transfer taxes, if any, relating to the sale or
disposition of Registrable Securities (all such expenses being herein called
"Registration Expenses"), will be borne by the Company whether or not the
Registration Statement or Exchange Offer to which such expenses relate becomes
effective or is Consummated, as the case may be.

         SECTION 8.        INDEMNIFICATION AND CONTRIBUTION.

                  (a) Indemnification by the Company. The Company agrees to
indemnify and hold harmless, to the full extent permitted by law, each Holder,
its partners, officers, directors, trustees, stockholders, employees, agents and
investment advisers, and each Person who controls such Holder within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act, or
is under common control with, or is controlled by, such Holder, together with
the partners, officers, directors, trustees, stockholders, employees, agents and
investment advisors of such controlling Person (collectively, the "Controlling
Persons"), from and against all losses, claims, damages, liabilities and
expenses (including, without limitation, any legal or other fees and expenses
incurred by any Holder or any such Controlling Person in connection with
defending or investigating any action or claim in respect thereof)
(collectively, the "Damages") to which such Holder, its partners, officers,
directors, trustees, stockholders, employees, agents and investment advisers,
and any such Controlling Person, may become subject under the Securities Act or
otherwise, insofar as such Damages (or proceedings in respect thereof) arise out
of or are based upon any untrue or alleged untrue statement of material fact
contained in any Registration Statement (or any amendment thereto) pursuant to
which Registrable Securities were registered under the Securities Act, including
all documents incorporated therein by reference, or are caused by any omission
or alleged omission to state therein a material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, or arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in any Prospectus (as
amended or supplemented if the

                                      16




<PAGE>


Company shall have furnished any amendments or supplements thereto), or are
caused by any omission or alleged omission to state therein a material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading; provided, however, that the Company shall
not be liable for Damages to any Holder under this Section 6(a) to the extent
that any such Damages (i) arise out of or are based upon any such untrue
statement or omission which is based upon information relating to such Holder
furnished in writing to the Company by such Holder expressly for use in any such
Registration Statement (or any amendment thereto) or Prospectus (or amendment or
supplement thereto); or (ii) were caused by the fact that such Holder sold
Securities to a Person as to whom it shall be established that there was not
sent or given, or deemed sent or given pursuant to Rule 153 under the Securities
Act, at the time of or prior to the written confirmation of such sale, a copy of
the Prospectus as then amended or supplemented if, and only if, (a) the Company
has previously furnished copies of such amended or supplemented Prospectus to
such Holder and (b) such Damages were caused by any untrue statement or omission
or alleged untrue statement or omission contained in the Prospectus so delivered
which was corrected in such amended or supplemented Prospectus. In connection
with an underwritten offering, the Company will indemnify the underwriters
thereof, their officers and directors and each Person who controls such
underwriters (within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act) to the same extent as provided above with
respect to the indemnification of the Holders of Registrable Securities except
with respect to information provided by the underwriter specifically for
inclusion therein.

                  (b) Indemnification by the Holders. Each Holder agrees,
severally and not jointly, to indemnify and hold harmless the Company, its
directors and officers and each Person, if any, who controls the Company within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act from and against all Damages to the same extent as the foregoing
indemnity from the Company to such Holder, but only to the extent such Damages
arise out of or are based upon any untrue statement of a material fact contained
in any Registration Statement (or any amendment thereto) or Prospectus (or any
amendment or supplement thereto) or are caused by any omission to state therein
a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, which untrue statement
or omission is based upon information relating to such Holder furnished in
writing to the Company by such Holder expressly for use in any such Registration
Statement (or any amendment thereto) or any such Prospectus (or any amendment or
supplement thereto); provided, however, that such Holder shall not be obligated
to provide such indemnity to the extent that such Damages result from the
failure of the Company to promptly amend or take action to correct or supplement
any such Registration Statement or Prospectus on the basis of corrected or
supplemental information furnished in writing to the Company by such Holder
expressly for such purpose. In no event shall the liability of any Holder of
Registrable Securities hereunder be greater in amount than the amount of the
proceeds received by such Holder upon the sale of the Registrable Securities
giving rise to such indemnification obligation.

                  (c) Indemnification Procedures.  In case any proceeding
(including any governmental investigation) shall be instituted involving any
Person in respect of which

                                      17




<PAGE>


indemnity may be sought pursuant to either paragraph (a) or (b) above, such
Person (the "indemnified party") shall promptly notify the Person against whom
such indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceedings
and shall pay the fees and disbursements of such counsel relating to such
proceeding. The failure of an indemnified party to notify the indemnifying party
with respect to a particular proceeding shall not relieve the indemnifying party
from any obligation or liability (i) which it may have pursuant to this
Agreement if the indemnifying party is not materially prejudiced by such failure
to so notify it or (ii) which it may otherwise have pursuant to this Agreement.
The failure of an indemnified party to notify the indemnifying party with
respect to a particular proceeding shall not relieve the indemnifying party from
any obligation or liability (i) which it may have pursuant to this Agreement if
the indemnifying party is not substantially prejudiced by such failure to so
notify it or (ii) which it may have otherwise than pursuant to this Agreement.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel, or (ii) the
indemnifying party fails promptly to assume the defense of such proceeding or
fails to employ counsel reasonably satisfactory to such indemnified party, or
(iii) (A) the named parties to any such proceeding (including any impleaded
parties) include both such indemnified party or an Affiliate of such indemnified
party and any indemnifying party or an Affiliate of such indemnifying party, (B)
there may be one or more defenses available to such indemnified party or any
Affiliate of such indemnified party that are different from or additional to
those available to any indemnifying party or any Affiliate of any indemnifying
party and (C) such indemnified party shall have been advised by such counsel
that there may exist a conflict of interest between or among such indemnified
party or any Affiliate of such indemnified party and such indemnifying party or
any Affiliate of such indemnifying party, in which case, if such indemnified
party notifies the indemnifying party in writing that it elects to employ
separate counsel of its choice at the expense of the indemnifying party, the
indemnifying party shall not have the right to assume the defense thereof and
such counsel shall be at the expense of the indemnifying party, it being
understood, however, that unless there exists a conflict among indemnified
parties, the indemnifying parties shall not, in connection with any one such
proceeding or separate but substantially similar or related proceedings in the
same jurisdiction, arising out of the same general allegations or circumstances,
be liable for the fees and expenses of more than one separate firm of attorneys
(together with appropriate local counsel) at any time for such indemnified
parties. The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent but, if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify each indemnified party from and against any loss or
liability by reason of such settlement or judgment. No indemnifying party shall,
without the prior written consent of each indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which such
indemnified party is a party, and indemnity could have been sought hereunder by
such indemnified party, unless such settlement includes an unconditional release
of such indemnified party from all liability

                                      18




<PAGE>



indemnifying party or indemnified party or any other equitable consideration
provided for in this Section 8(d).

         SECTION 9. RULE 144. The Company covenants that it will file any
reports required to be filed by it under the Securities Act and the Exchange
Act, and the rules and regulations adopted by the Commission thereunder (or, if
the Company is not required to file such reports, it will, upon the request of
any Holder, make publicly available other information so long as necessary to
permit sales of the Registrable Securities under Rule 144 under the Securities
Act), and it will take such further action as any Holder may request, all to the
extent required from time to time to enable such Holder to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (a) Rule 144 under the Securities Act, as such
Rule may be amended from time to time, or (b) any successor rule or similar
provision or regulation hereafter adopted by the Commission. Upon the request of
any Holder, the Company will deliver to such Holder a written statement as to
whether it has complied with such requirements.

         SECTION 10. RULE 144A. The Company covenants that it will file all
reports required to be filed by it under the Securities Act and the Exchange
Act, and the rules and regulations adopted by the Commission thereunder (or if
the Company is not required to file such reports, it will, upon the request of
any Holder, make available other information so long as necessary to permit
sales of the Registrable Securities pursuant to Rule 144A under the Securities
Act), and it will take such further action as any Holder may request, all to the
extent required from time to time to enable such Holder to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (a) Rule 144A, as such rule may be amended from
time to time, or (b) any successor rule or similar provision or regulation
hereafter adopted by the Commission.

         SECTION 11.       MISCELLANEOUS.

                  (a) No Inconsistent Agreements. The Company has not entered
into nor will the Company on or after the date of this Agreement enter into any
agreement which is inconsistent with the rights granted to the Holders of
Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof. The rights granted to the Holders hereunder do not in any way
conflict with and are not inconsistent with the rights granted to the holders of
the Company's other issued and outstanding securities under any such agreements.

                  (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 Holders
of at least a majority in interest of the outstanding Registrable Securities
affected by such amendment, modification, supplement, waiver or consent;
provided, however, that, no amendment, modification, supplement, waiver or
consent to any departure from the provisions of Section 6 hereof (other than any
immaterial amendment, modification, supplement, waiver or consent) shall be
effective as against any Holder of Registrable Securities unless consented to in
writing by such Holder.

                                      19




<PAGE>


                  (c) Notices. All notices and other communications provided for
or permitted hereunder shall be in writing and shall be deemed to have been duly
given if delivered personally or sent by telecopier, registered or certified
mail (return receipt requested), postage prepaid or courier to the parties at
their respective addresses set forth on the signature pages hereof (or at such
other address for any party as shall be specified by like notice, provided that
notices of a change of address shall be effective only upon receipt thereof).

         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; by confirmed
receipt of transmission, 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, including, without limitation and without the need for an
express assignment, subsequent Holders. If any transferee of any 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 be conclusively deemed to have agreed to be bound by and to perform
all of the terms and provisions of this Agreement and such person shall be
entitled to receive the benefits hereof.

                  (e) Counterparts. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

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

                  (g) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without regard to
principles or rules of conflicts of law.

                  (h) Severability. In the event that any one or more of the
provisions 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 in every other
respect and of the remaining provisions contained herein shall not be in any way
impaired thereby, it being intended that all of the rights and privileges of the
Holders shall be enforceable to the fullest extent permitted by law.

                  (i) Entire Agreement. This Agreement is intended by the
parties as a final expression of their agreement and is intended to be the
complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein. There are no
restrictions, promises, warranties or undertakings, other than

                                      20




<PAGE>


those set forth or referred to herein. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.

                  (j) Attorneys' Fees. In any action or proceeding brought to
enforce any provision of this Agreement or where any provision hereof is validly
asserted as a defense, the successful party shall, to the extent permitted by
applicable law, be entitled to recover reasonable attorneys' fees in addition to
any other available remedy.

                  (k) Further Assurances. Each party shall cooperate and take
such action as may be reasonably requested by another party in order to carry
out the provisions and purposes of this Agreement and the transactions
contemplated hereby.

                  (l) Remedies. In the event of a breach or a threatened breach
by any party to this Agreement of its obligations under this Agreement, any
party injured or to be injured by such breach will be entitled to specific
performance of its rights under this Agreement or to injunctive relief, in
addition to being entitled to exercise all rights provided in this Agreement and
granted by law. The parties agree that the provisions of this Agreement shall be
specifically enforceable, it being agreed by the parties that remedies at law
for violations hereof, including monetary damages, are inadequate and that the
right to object in any action for specific performance or injunctive relief
hereunder on the basis that a remedy at law would be adequate is waived.

                  (m) Third Party Beneficiaries. The beneficial owners of the
Registrable Securities, together with their nominees, successors and assigns,
are third party beneficiaries to this Agreement, and shall be entitled to the
rights, and subject to the obligations, of Holders contained herein as if each
were an original party to this Agreement.

                 [Remainder of Page Intentionally Left Blank]



                                      21




<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                      INTER*ACT OPERATING CO., INC.

                                      By: /s/ Thomas McGoldrick
                                         _________________________________
                                         Thomas McGoldrick
                                         Executive Vice President

                                      Notice Information:
                                      Inter*Act Operating Co., Inc.
                                      14 Westport Avenue
                                      Norwalk, Connecticut 06851
                                      Attn: President & Chief Operating Officer
                                      Telecopier:

                                      [HOLDERS]

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

                                      Notice Information: At the
                                      address of the Holder set forth
                                      on the books and records of the
                                      Company or at such other place
                                      designated by the Holder in writing
                                      in accordance with the provisions
                                      contained herein.

                                      22




<PAGE>


ANNEX A

         Each broker-dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Act. This Prospectus, as it may be amended or supplemented from
time to time, may be used by a broker-dealer in connection with resales of New
Securities received in exchange for Securities where such Securities were
acquired by such broker-dealer as a result of market making activities or other
trading activities. The Company has agreed that, starting on the Expiration Date
(as defined herein) and ending on the close of business 90 days after the
Expiration Date, it will make this Prospectus available to any broker-dealer for
use in connection with any such resale. See "Plan of Distribution."


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<PAGE>


                                                                        ANNEX B

         Each broker-dealer that receives New Securities for its own account in
exchange for Securities, where such securities were acquired by such
broker-dealer as a result of market making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such New Securities. See "Plan of Distributions."



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<PAGE>


                                                                        ANNEX C

                             PLAN OF DISTRIBUTION

         Each broker-dealer that receives New Securities for its own account
pursuant to the Exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of New Securities received in
exchange for Securities where such Securities were acquired as a result Of
market making activities or other trading activities. The Company has agreed
that, starting on the Expiration Date and ending on the close of business 90
days after the Expiration Date, it will make this Prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any such
resale. In addition, until __________, 199_ all dealers effecting transaction in
the New Securities may be required to deliver a prospectus.

         The Company will not receive any proceeds from any sale of New
Securities by broker-dealers. New Securities received by broker-dealers for
their own account pursuant to the Exchange offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the New Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer and/or the purchasers of any such New
Securities. An broker-dealer that resells New Securities that were received by
it for its own account pursuant to the Exchange Offer and any broker or dealer
that participates in a distribution of such New Securities may be deemed to be
an "underwriter" within the meaning of the Act and any profit of any such resale
of New Securities and any commissions or concessions received by any such
persons may be deemed to be underwriting compensation under the Act. The Letter
of Transmittal states that by acknowledging that it will deliver and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Act.

         For a period of 90 days after the Expiration Date, the Company will
promptly send additional copies of this prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange offer (including the expenses of one counsel for the
Holders of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Act.

         [If applicable, add any additional information required by Regulation
S-K Item 507 and/or 508.]

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<PAGE>

                                                                       ANNEX D

RIDER A

         [ ]      CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
                  ADDITIONAL COPIES-OF THE PROSPECTUS AND 10 COPIES OF ANY
                  AMENDMENTS OR SUPPLEMENTS THERETO.

                  Name:
                  Address:

RIDER B

         If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a distribution of
New Securities. if the undersigned is a broker-dealer that will receive New
Securities for its own account in exchange for Securities, it represents that
the Securities to be exchanged for New Securities were acquired by it as a
result of market-making activities or other trading activities and acknowledges
that it will deliver a prospectus in connection with any resale of such New
Securities; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Act.

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