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                          REGISTRATION RIGHTS AGREEMENT


                                      among


                               OPUS360 CORPORATION

                                       and

                                    PROHA PLC







                         _____________________________


                                   Dated as of

                                  July 31, 2001

                         _____________________________




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                                TABLE OF CONTENTS


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                                                                            ----


ARTICLE I

DEFINITIONS..................................................................1
   Section 1.1.  Definitions.................................................1

ARTICLE II

REGISTRATION RIGHTS..........................................................3
   Section 2.1.  Shelf Registration..........................................3
   Section 2.2.  Demand Registration.........................................3
   Section 2.3.  Piggy-Back Registration.....................................5
   Section 2.4.  Reduction of Offering.......................................5

ARTICLE III

REGISTRATION PROCEDURES......................................................7
   Section 3.1.  Filings; Information........................................7
   Section 3.2.  Registration Expenses......................................11

ARTICLE IV

INDEMNIFICATION AND CONTRIBUTION............................................12
   Section 4.1.  Indemnification by the Company.............................12
   Section 4.2.  Indemnification by Holders of Registrable Securities.......13
   Section 4.3.  Conduct of Indemnification Proceedings.....................13
   Section 4.4.  Contribution...............................................14

ARTICLE V

MISCELLANEOUS...............................................................15
   Section 5.1.  Participation in Underwritten Registrations................15
   Section 5.2.  Distribution...............................................16
   Section 5.3.  SEC Reporting..............................................16
   Section 5.4.  Restrictions on Sale.......................................16
   Section 5.5.  Notices....................................................17
   Section 5.6.  Governing Law..............................................18
   Section 5.7.  Entire Agreement...........................................18
   Section 5.8.  Modifications and Amendments...............................19
   Section 5.9.  Waivers and Extensions.....................................19
   Section 5.10. Titles and Headings........................................19
   Section 5.11. Assignment.................................................19
   Section 5.12. Severability...............................................19
   Section 5.13. Counterparts...............................................19
   Section 5.14. Further Assurances.........................................20

                                      (i)
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   Section 5.15. Remedies Cumulative; Specific Performance..................20
   Section 5.16. Other Registration Rights..................................20

                                      (ii)
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                          REGISTRATION RIGHTS AGREEMENT


          THIS  REGISTRATION  RIGHTS AGREEMENT (this  "Agreement") is made as of
July 31, 2001, by and among Opus360  Corporation,  a Delaware  corporation  (the
"Company"),  and Proha Plc, a Finnish corporation  ("Proha").  Capitalized terms
not  defined  herein  shall have their  respective  meanings as set forth in the
Share Exchange Agreement described below.


                               W I T N E S S E T H
                               -------------------

          WHEREAS,   the  Company  and  Proha  entered  into  a  Share  Exchange
Agreement,  dated as of April 11, 2001, as amended by the First Amendment to the
Share  Exchange  Agreement,  dated  as of July 10,  2001  (the  "Share  Exchange
Agreement"),  pursuant  to which the Company  agreed to purchase  from Proha the
Exchanged  Shares in  exchange  for the  issuance  by the Company of a number of
shares of its Common Stock, par value $.001 per share (the "Common  Stock"),  to
Proha,  representing 80% of the issued and outstanding shares of Common Stock on
a Fully-Diluted Basis on the First Closing Date; and

          WHEREAS,  as a  condition  to the  consummation  of  the  transactions
contemplated  to occur on the First  Closing Date,  the Company  agreed to enter
into this Agreement for the benefit of Proha and its transferees.

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



                                    ARTICLE I

                                   DEFINITIONS

          Section 1.1.  Definitions.  As used in this  Agreement,  the following
terms shall have the following meanings:

          "Agreement" shall have the meaning set forth in the Preamble.

          "Commission"  shall mean the United  States  Securities  and  Exchange
Commission.

          "Common Stock" shall meaning set forth in the Recitals.

          "Company" shall have the meaning set forth in the Preamble.

          "Controlling Person" shall have the meaning set forth in Section 4.1.

          "Damages" shall have the meaning set forth in Section 4.1.


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          "Demanding Holder" shall have the meaning set forth in Section 2.2.

          "Demand Notice" shall have the meaning set forth in Section 2.2.

          "Demand Registration" shall have the meaning set forth in Section 2.2.

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

          "Holder" shall mean (i) Proha, as the beneficial  owner of Registrable
Securities  and (ii)  any  other  Person  (a)  that is the  beneficial  owner of
Registrable  Securities and (b) to whom the registration rights set forth herein
have been assigned in  accordance  with Section  5.11;  provided,  that a Person
shall be deemed the beneficial  owner of  Registrable  Securities if that Person
has the  right to  acquire  such  Registrable  Securities,  whether  or not such
acquisition has been effected and disregarding any legal  restrictions  upon the
exercise of such right.

          "Indemnified Party" shall have the meaning set forth in Section 4.2.

          "Indemnifying Party" shall have the meaning set forth in Section 4.2.

          "Initiating Holders" shall have the meaning set forth in Section 2.2.

          "Inspectors" shall have the meaning set forth in Section 3.1(i).

          "Minimum  Effective  Period"  shall  mean (i) in the case of the Shelf
Registration,  as long as Holders hold any of the  Registrable  Securities,  and
(ii) in the case of a Demand  Registration,  a period  of at least  one  hundred
eighty (180) days beyond the  effective  date thereof (or, in either case,  such
shorter period as is required to complete the  distribution  of the  Registrable
Securities included in such registration statement).

          "NASD" shall have the meaning set forth in Section 3.1.

          "Notices" shall have the meaning set forth in Section 5.5.

          "Piggy-Back  Registration" shall have the meaning set forth in Section
2.3.

          "Piggy-Back Holders" shall have the meaning set forth in Section 2.3.

          "Proha" shall have the meaning set forth in the Preamble.

          "Records" shall have the meaning set forth in Section 3.1(i).

          "Registration  Expenses"  shall have the  meaning set forth in Section
3.2.

          "Registrable  Securities" shall mean (i) shares of Common Stock issued
and sold by the Company to Proha pursuant to the Share Exchange Agreement,  (ii)
shares of Common Stock  acquired by Proha after the date hereof  (provided  that
such shares were not previously  registered under the Securities Act), (iii) any
security received or receivable as a dividend or other distri-

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bution with respect to any Registrable Securities, (iv) any security received in
exchange for or in replacement of any Registrable  Securities,  (v) any security
issued or issuable with respect to any  Registrable  Securities as a result of a
change  or   reclassification   of   Registrable   Securities   or  any  capital
reorganization of the Company, and (vi) any security received or receivable by a
holder  in  respect  of  Registrable  Securities  as a  result  of a  merger  or
consolidation of the Company;  provided,  however, that "Registrable Securities"
shall  not  include  (a)  any  securities  sold  to  the  public  pursuant  to a
registration  statement or Rule 144 under the Securities Act or any similar rule
promulgated  by the  Commission  thereunder,  or (b)  any  securities  sold in a
private  transaction in which the transferor's rights hereunder are not assigned
in accordance with the requirements of Section 5.11.

          "register,"   "registered"  and   "registration"   shall  refer  to  a
registration  of  securities  effected by  preparing  and filing a  registration
statement in compliance  with the Securities Act and the  effectiveness  of such
registration statement.

          "Securities  Act" shall mean the  Securities  Act of 1933, as amended,
and the rules and regulations promulgated thereunder.

          "Selling  Holder"  means  a  Holder  who  sells  or  proposes  to sell
Registrable  Securities  pursuant to any registration  statement provided for in
this Agreement.

          "Share Exchange Agreement" shall meaning set forth in the Recitals.

          "Shares" shall mean shares of Common Stock.

          "Shelf Registration" shall have the meaning set forth in Section 2.1.

                                   ARTICLE II

                               REGISTRATION RIGHTS

          Section  2.1.  Shelf  Registration.  Within  forty-five  (45)  days of
delivery of a written  notice by the  Holders of a majority  of the  Registrable
Securities then outstanding,  which notice may be delivered at the Closing,  the
Company  shall  prepare  and file a shelf  registration  statement  (the  "Shelf
Registration") on Form S-3 if eligible, or such other form as the Company may at
the  time be  eligible  to use for the  registration  of  securities  under  the
Securities  Act  providing  for  the  re-sale  by the  Holders  of all of  their
Registrable Securities on a delayed or continuous basis. The Company may include
in the Shelf  Registration  shares of Common  Stock sold for the  account of the
Company, but no other Person.


          Section 2.2. Demand Registration.

          (a) Request for  Registration.  At any time,  and from time to time, a
majority of the Holders of Registrable  Securities then  outstanding  shall have
the right, by written notice (a "Demand  Notice")  delivered to the Company,  to
require the Company to register ("Demand Registration")  Registrable Securities.
The Holders who deliver a Demand Notice (the "Initiating

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Holders")  shall  specify  in the Demand  Notice  the number and type,  class or
series of Registrable  Securities to be registered  and the intended  methods of
disposition thereof.

          The Company shall give written  notice of any Demand Notice within ten
(10) days after the receipt  thereof,  to each Holder other than the  Initiating
Holders.  Within twenty (20) days after receipt of such notice,  any such Holder
may  request in writing  that its  Registrable  Securities  be  included in such
registration,  and the  Company  shall  include in the Demand  Registration  the
Registrable  Securities  of all  such  Holders  who  request  to be so  included
(together with the Initiating Holders, the "Demanding Holders"),  subject to the
provisions  of  Section  2.4.  Each such  request  shall  specify  the number of
Registrable   Securities  proposed  to  be  sold  and  the  intended  method  of
disposition thereof.

          (b) Effective Registration. A registration will be deemed to have been
effected  as a Demand  Registration  if it 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 that a Demand
Registration  will not be deemed to have been  effected,  and the Company  shall
continue to be obligated to effect an  additional  Demand  Registration,  if (i)
after such  registration  has become  effective,  the  offering  of  Registrable
Securities  pursuant to such  registration is or becomes the subject of any stop
order,  injunction or other order or  requirement of the Commission or any other
governmental  or  administrative  agency (for any reason  other than the acts or
omissions of the Demanding Holders), (ii) any court prevents or otherwise limits
the sale of Registrable Securities pursuant to such registration (for any reason
other  than  the  acts  or  omissions  of the  Demanding  Holders),  (iii)  such
registration does not remain effective for the Minimum Effective Period, (iv) an
event  specified  in clause  (iv),  (v) or (vi) of Section  3.1(d)  occurs  that
results in a delay of an  underwritten  offering and, as a result of such delay,
the managing underwriter(s)  determine that the Registrable Securities cannot be
sold at the  originally  anticipated  offering  price,  or (v)  after  an  event
specified in clause (vi) of Section 3.1(d) occurs, the Selling Holders determine
to withdraw a majority of the Registrable Securities previously included in such
registration.

          (c) Withdrawal.  The Demanding Holders may withdraw all or any part of
their  Registrable  Securities  from a Demand  Registration at any time (whether
before or after the filing or effective date of such Demand  Registration)  and,
if all such  Registrable  Securities  are  withdrawn,  may  withdraw  the demand
related  thereto.  If a  registration  statement  is filed  pursuant to a Demand
Registration, and subsequently a sufficient number of Registrable Securities are
withdrawn from the Demand Registration so that such registration  statement does
not cover at least the required amount specified by Section 2.2(a),  the Company
may (or shall, if requested by the Demanding  Holders) withdraw the registration
statement.

          (d) Selection of Underwriter.  If the Demanding  Holders so elect, the
offering of Registrable Securities pursuant to a Demand Registration shall be in
the form of an underwritten  offering. The Demanding Holders 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 and shall select any additional  investment  bankers and managers to

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be used in connection with the offering;  provided, that such investment bankers
and managers must be reasonably satisfactory to the Company.

          Section 2.3. Piggy-Back Registration.  If the Company proposes to file
a registration statement (a "Piggy-Back  Registration") under the Securities Act
with  respect to an offering or other sale of equity  securities  by the Company
for its own account or for the account of any holders of any class of its equity
securities (other than (i) a Demand Registration,  (ii) a registration statement
on  Form  S-4 or S-8  (or  any  substitute  form  that  may  be  adopted  by the
Commission),  or (iii) a  registration  statement  filed in  connection  with an
exchange  offer or  offering  of  securities  solely to the  Company's  existing
securityholders),  then the Company  shall give written  notice of such proposed
filing to the Holders as soon as practicable,  in any event at least thirty (30)
days before the anticipated filing date, and such notice shall offer each Holder
the  opportunity  to include in such  registration  such  number of  Registrable
Securities  as  such  Holder  may  request  (which  request  shall  specify  the
Registrable  Securities  intended  to be  disposed  of by  such  Holder  and the
intended  method of distribution  thereof).  Such Holders shall have twenty (20)
days after  receipt of such notice from the  Company to make such  request.  All
Holders  requesting  inclusion in the  Piggy-Back  Registration  are referred to
herein as "Piggy-Back Holders".

          Any Holder shall have the right to withdraw its request for  inclusion
of its Registrable  Securities in any Piggy-Back  Registration by giving written
notice to the Company of its request to withdraw  prior to the date on which the
registration statement becomes effective.  The Company may withdraw a Piggy-Back
Registration at any time prior to the time it becomes effective,  provided, that
the  Company  shall   reimburse  the  Piggy-Back   Holders  for  all  reasonable
out-of-pocket  expenses  (including counsel fees and expenses) incurred prior to
such withdrawal.

          No Piggy-Back Registration shall relieve the Company of its obligation
to effect any Demand  Registration  or a Shelf  Registration,  and no failure to
effect  a  Piggy-Back  Registration  or  complete  the  sale  of  securities  in
connection  therewith  shall relieve the Company of any other  obligation  under
this Agreement (including,  without limitation,  the Company's obligations under
Sections 3.2 and 4.1).

          Section 2.4. Reduction of Offering.

          (a)  Demand  Registration.   The  Company  may  include  in  a  Demand
Registration Registrable Securities for the account of the Demanding Holders and
shares of Common  Stock for the  account of the  Company  or other  stockholders
exercising  contractual  piggy-back  registration  rights, on the same terms and
conditions as the Registrable Securities are included therein for the account of
the   Demanding   Holders;   provided,   however,   that  (i)  if  the  managing
underwriter(s)  of any underwritten  offering that is the subject of such Demand
Registration  have  informed  the Company in writing  that in their  opinion the
total number of securities that the Demanding Holders, the Company and any other
stockholders  intend to include in such offering exceeds the number which can be
sold in such  offering  within a price  range  acceptable  to the  Holders  of a
majority of the Registrable  Securities  requested to be included therein,  then
(x) the number of Shares to be offered for the account of any stockholders other
than the Demanding  Holders shall be reduced (to zero, if necessary) pro rata in
proportion to the

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<PAGE>

respective number of Shares requested to be registered by such stockholders, and
(y) thereafter, if necessary, the number of Shares to be offered for the account
of the Company shall be reduced (to zero, if necessary), to the extent necessary
to reduce the total number of Shares  requested to be included in such  offering
to the number of Shares,  if any,  recommended  by such managing  underwriter(s)
(and if the number of Shares to be offered for the account of stockholders other
than the  Demanding  Holders and for the account of the Company has been reduced
to zero,  and the number of Shares  requested to be included in such offering by
the Demanding Holders exceeds the number of Shares  recommended by such managing
underwriter(s),  then the number of Shares to be offered  for the account of the
Demanding  Holders  shall be reduced pro rata in  proportion  to the  respective
number of Shares  requested to be registered by the Demanding  Holders) and (ii)
if  the  offering  that  is the  subject  of  such  Demand  Registration  is not
underwritten,  only  Demanding  Holders,  and  no  other  party  (including  the
Company),  shall be permitted to include securities in such Demand  Registration
unless the Demanding  Holders  owning a majority of the Shares  included in such
Demand  Registration  consent  in writing to the  inclusion  of such  securities
therein.

          (b) Piggy-Back Registration.

          Notwithstanding  anything to the  contrary  contained  herein,  if the
managing  underwriter(s)  of any underwritten  offering that is the subject of a
Piggy-Back  Registration  have  informed  the  Company in writing  that in their
written  opinion the total  number of Shares that the  Company,  the  Piggy-Back
Holders and any other  Persons  desiring  to  participate  in such  registration
intend to include in such offering  exceeds the number which can be sold in such
offering  without  materially and adversely  affecting the  marketability of the
offering,  then (w) the  number of Shares to be offered  for the  account of all
other  Persons  (other  than  the  Company,   the  Piggy-Back  Holders  and  any
securityholder(s)  for whom such  registration  constitutes an exercise of their
demand registration rights) exercising  piggy-back  registration rights pursuant
to a written agreement between such  securityholder(s) and the Company that have
requested to include Shares in such  registration  shall be reduced (to zero, if
necessary) pro rata in proportion to the respective  number of Shares  requested
to be included, (x) thereafter, if necessary, the number of Shares to be offered
for the account of the Company (if any) shall be reduced (to zero, if necessary)
if such  registration was not initiated by the Company for its own account,  (y)
thereafter,  if necessary, the number of Shares to be offered for the account of
Piggy-Back  Holders and any  securityholder(s)  exercising  demand  registrative
rights pursuant to a written agreement between such  securityholder(s)  shall be
reduced (to zero, if necessary) pro rata in proportion to the respective  number
of Shares requested to be included, and (z) thereafter, if necessary, the number
of Shares to be offered for the account of the Company  shall be reduced if such
registration  was  initiated by the Company for its own  account,  to the extent
necessary to reduce the total number of Shares  requested to be included in such
offering  to the number of Shares,  if any,  that such  managing  underwriter(s)
believe can be included without  materially and adversely  affecting the success
of  the  offering   provided  that,  if  such   registration   contemplates   an
"over-allotment  option"  on  the  part  of  underwriters,  to the  extent  such
over-allotment option is exercised and the Holders of the Registrable Securities
were excluded from registering any of the Registrable  Securities they requested
be included in such  registration  pursuant  to the cutback  provisions  of this
Section 2.4(b),  then the  over-allotment  option shall be fulfilled through the
registration and sale of such excluded Registrable Securities.

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<PAGE>

                                   ARTICLE III

                             REGISTRATION PROCEDURES

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

          (a) The Company  will as  expeditiously  as possible  prepare and file
with the Commission a  registration  statement on any form for which the Company
then qualifies or which counsel for the Company shall deem appropriate and which
form  shall  be  available  for the  sale of the  Registrable  Securities  to be
registered  thereunder in accordance  with the intended  method of  distribution
thereof,  and use its  commercially  reasonable  efforts  to  cause  such  filed
registration  statement to become and remain effective for the Minimum Effective
Period;  provided,  however,  that the  Company  may  postpone  the  filing of a
registration  statement,  or suspend sales under an effective shelf registration
statement,  for a period  of not  more  than  thirty  (30)  days if the  Company
furnishes to each  Selling  Holder a  certificate  signed by the Chairman of the
Board  stating that in the good faith  judgment of the Board of Directors of the
Company,  it would be seriously  detrimental to the Company and its stockholders
for the Company to file a  registration  statement,  or permit  sales to be made
under an effective  shelf  registration  statement,  at such time because (i) it
would  interfere with any proposed or pending  material  transaction or (ii) the
Company would be required to disclose material  non-public  information that the
Company has a bona fide business purpose for not disclosing;  provided, further,
that the Company  shall only be  entitled to postpone a filing or suspend  sales
once in any  twelve-month  period.  If the  Company  postpones  the  filing of a
registration  statement, or suspends sales under an effective shelf registration
statement,  it shall  promptly  notify the Holders in writing when the events or
circumstances  permitting  such  postponement  or suspension  have ended. In the
event of any suspension of sales under any  registration  statement  pursuant to
this  Section  3.1(a),  the Company  shall  extend the period  during which such
registration  statement  shall be maintained  effective by the number of days in
such suspension period.

          (b) The Company  will  promptly  prepare and file with the  Commission
such  amendments  and  supplements  to  such  registration   statement  and  the
prospectus  used in  connection  therewith  as may be  necessary  to  keep  such
registration  statement continuously effective (subject to paragraph (a) and the
penultimate  paragraph of this Section 3.1) for the Minimum Effective Period and
comply with the provisions of the Securities Act with respect to the disposition
of all securities  covered by such registration  statement during such period in
accordance  with the intended  methods of  disposition  by each  Selling  Holder
included in such  registration  statement;  provided,  that the Company shall be
deemed  not  to  have  used  its  commercially  reasonable  efforts  to  keep  a
registration  statement effective during the applicable period if it voluntarily
takes  any  action  that  results  in the  Selling  Holders  of the  Registrable
Securities  covered thereby not being able to sell such  Registrable  Securities
during that period.

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<PAGE>

          (c) The Company  will,  at least  fifteen  (15) days prior to filing a
registration  statement or prospectus  or any  amendment or supplement  thereto,
furnish to each Selling Holder,  counsel  representing such Selling Holders, and
each  underwriter,  if  any,  of the  Registrable  Securities  covered  by  such
registration  statement copies of such registration  statement as proposed to be
filed, together with exhibits thereto, which documents will be subject to review
and comment by the foregoing as promptly as practicable, but in any event within
ten (10) days after delivery, and thereafter furnish to such Selling Holder, its
counsel and the  underwriters,  if any, for their review and comment such number
of copies of such registration statement,  each amendment and supplement thereto
(in each case,  including  all exhibits  thereto and documents  incorporated  by
reference  therein),  the  prospectus  included in such  registration  statement
(including each preliminary  prospectus) and such other documents or information
as such Selling Holder,  counsel or underwriter may reasonably  request in order
to  facilitate  the  disposition  of the  Registrable  Securities  owned by such
Selling Holder.

          (d) After the filing of the registration  statement,  the Company will
promptly  notify each Selling Holder of Registrable  Securities  covered by such
registration  statement,  and  confirm  such  notice  in  writing,  (i)  when  a
prospectus or any prospectus  supplement or post-  effective  amendment has been
filed and,  with  respect to a  registration  statement  or any post-  effective
amendment,  when the same  has  become  effective,  (ii) of any  request  by the
Commission or any other Federal or state  governmental  authority for amendments
or  supplements  to a  registration  statement  or  related  prospectus  or  for
additional  information,  (iii) of the issuance by the  Commission  or any other
Federal  or state  governmental  authority  of any  stop  order  suspending  the
effectiveness of a registration  statement or any order preventing or suspending
the use of any prospectus or the initiation of any proceedings for that purpose,
(iv) if, at any time when a prospectus is required by the  Securities  Act to be
delivered  in  connection  with  sales  of  the  Registrable   Securities,   the
representations  and  warranties  of the  Company  contained  in  any  agreement
contemplated by Section 3.1(h)  (including any underwriting  agreement) cease to
be true and  correct in any  respect,  (v) of the  receipt by the Company of any
notification  with respect to the suspension of the  qualification  or exemption
from  qualification  of  any of  the  Registrable  Securities  for  sale  in any
jurisdiction  or the  initiation  or  threatening  of any  proceeding  for  such
purpose,  and (vi) of the happening of any event which makes any statement  made
in  such   registration   statement  or  related   prospectus  or  any  document
incorporated  or deemed to be  incorporated  therein by reference  untrue in any
material  respect or which  requires the making of any changes in a registration
statement, prospectus or documents incorporated therein by reference so that, in
the case of the registration statement, it 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 not misleading, and that, in
the case of the  prospectus,  it will not  contain  any  untrue  statement  of 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.  After the filing of the  registration  statement,  the Company will
promptly  furnish to each Selling Holder and the managing  underwriter,  without
charge, at least one signed copy of the registration statement.

          (e) The Company will use its  commercially  reasonable  efforts to (i)
register or qualify the Registrable  Securities  under such other  securities or
blue sky laws of such  jurisdictions in the United States as any Selling Holder,
the managing  underwriters,  if any, or their respective  counsel reasonably (in
light of such Selling Holder's intended plan of distribution)  request, and (ii)

                                       8


<PAGE>

cause such  Registrable  Securities  to be  registered  with or approved by such
other  governmental  agencies  or  authorities  in the  United  States as may be
necessary by virtue of the business and operations of the Company and do any and
all other acts and things  that may be  reasonably  necessary  or  advisable  to
enable such Selling  Holder to consummate  the  disposition  of the  Registrable
Securities  owned by such Selling Holder;  provided that the Company will not be
required to (A) qualify  generally to do business in any  jurisdiction  where it
would not  otherwise  be required to qualify but for this  paragraph  (e) or (B)
consent to general service of process in any such jurisdiction.

          (f) The Company will promptly use its commercially  reasonable efforts
to prevent the entry,  or obtain the  withdrawal,  of any order  suspending  the
effectiveness of a registration  statement,  or the lifting of any suspension of
the  qualification   (or  exemption  from   qualification)  of  any  Registrable
Securities for sale in any jurisdiction.

          (g) Upon the  occurrence of any event  contemplated  by clause (vi) of
Section  3.1(d),   the  Company  will  (i)  promptly  prepare  a  supplement  or
post-effective  amendment to such registration  statement or a supplement to the
related prospectus or any document incorporated therein by reference or file any
other  required  document so that, as thereafter  delivered to the purchasers of
the  Registrable  Securities  being sold  thereunder,  such  prospectus will not
contain an untrue  statement of a material fact or omit to state a material fact
required to be stated  therein or necessary to make the statements  therein,  in
light of the circumstances under which they were made, not misleading,  and (ii)
promptly make available to each Selling Holder any such supplement or amendment.

          (h) The Company will enter into customary  agreements  (including,  if
applicable,  an  underwriting  agreement in customary  form) and take such other
actions as are  reasonably  required  in order to  expedite  or  facilitate  the
disposition  of  such  Registrable  Securities.   All  of  the  representations,
warranties  and  covenants  of  the  Company  to or  for  the  benefit  of  such
underwriters  shall also be made to and for the benefit of such Selling Holders.
None of such  agreements  shall increase the potential  liability of the Selling
Holders beyond that otherwise provided in Article IV of this Agreement.

          (i) The Company will make  available to each Selling  Holder (and will
deliver  to  their  counsel)  and  each  underwriter,  if  any,  copies  of  all
correspondence  between the Commission and the Company,  its counsel or auditors
and  will  also  make  available  for  inspection  by any  Selling  Holder,  any
underwriter  participating  in any  disposition  pursuant  to such  registration
statement and any attorney,  accountant  or other  professional  retained by any
such  Selling  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 and  employees to supply all  information  reasonably  requested by any
Inspectors in connection  with such  registration  statement.  Records which the
Company determines,  in good faith, to be confidential and which it notifies the
Inspectors are confidential  shall not be disclosed by the Inspectors unless (i)
the  disclosure of such Records is necessary to avoid or correct a  misstatement
or omission in such registration  statement or (ii) the disclosure or release of
such   Records  is   requested   or  required   pursuant   to  oral   questions,
interrogatories,

                                       9
<PAGE>

requests for  information or documents or a subpoena or other order from a court
of  competent  jurisdiction  or  other  process;  provided  that  prior  to  any
disclosure or release  pursuant to clause (ii), the Inspectors shall provide the
Company,  to the extent  possible,  with  prompt  notice of any such  request or
requirement  so that the Company  may seek an  appropriate  protective  order or
waive such Inspectors'  obligation not to disclose such Records;  and, provided,
further,  that if failing the entry of a  protective  order or the waiver by the
Company  permitting the disclosure or release of such Records,  the  Inspectors,
upon advice of counsel,  are compelled to disclose such Records,  the Inspectors
may  disclose  that  portion  of the  Records  which  counsel  has  advised  the
Inspectors  that the Inspectors  are compelled to disclose.  Each Selling Holder
agrees that  information  obtained by it solely as a result of such  inspections
(not including any  information  obtained from a third party who,  insofar as is
known to the Selling Holder after  reasonable  inquiry,  is not prohibited  from
providing such  information by a contractual,  legal or fiduciary  obligation to
the  Company)  shall be deemed  confidential  and shall not be used by it as the
basis for any  market  transactions  in the  securities  of the  Company  or its
Affiliates unless and until such information is made generally  available to the
public other than as a result of disclosure by such Selling  Holder in breach of
this  provision.  Each Selling Holder further agrees that it will, upon learning
that disclosure of such Records is sought in a court of competent  jurisdiction,
give notice to the Company and allow the Company,  at its expense,  to undertake
appropriate action to prevent disclosure of the Records deemed confidential.

          (j) In the case of an underwritten  offering, the Company will furnish
to each Selling Holder and to each underwriter, a signed counterpart,  addressed
to such Selling Holder or underwriter,  of (i) an opinion or opinions of outside
counsel to the Company,  and (ii) a comfort  letter or comfort  letters from the
Company's independent certified public accountants (and if necessary,  any other
independent  certified public accountants of any subsidiary of the Company or of
any  business  acquired  by the Company for which  financial  statements  and/or
financial  data  are,  or are  required  to  be,  included  in the  registration
statement),  each in  customary  form  and  covering  such  matters  of the type
customarily  covered by opinions and comfort letters, as the case may be, as the
managing underwriter therefor reasonably requests.

          (k) The Company will otherwise use its commercially reasonable efforts
to comply with all applicable rules and regulations of the Commission,  and make
available to its securityholders, as soon as reasonably practicable, an earnings
statement  covering  a period of 12  months,  beginning  on the first day of any
fiscal quarter next succeeding the effective date of the registration statement,
which earnings  statement shall cover such twelve month period and shall satisfy
the provisions of Section 11(a) of the Securities Act.

          (l) If  requested  by the  Selling  Holders  owning a majority  of the
Shares that  constitute  Registrable  Securities  included in such  registration
statement, the Company will use its commercially reasonable efforts (a) to cause
any  class of  Registrable  Securities  to be listed  on a  national  securities
exchange (if such  securities are not already so listed) and on each  additional
national  securities  exchange on which similar securities 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 (b) to secure  designation of all
such Registrable  Securities covered by such registration  statement as a NASDAQ
"national  market  system  security"  within the meaning of Rule  11Aa2-1 of the
Commission or, failing that, to secure NASDAQ authorization for such

                                       10


<PAGE>

Registrable Securities and, without limiting the generality of the foregoing, to
arrange for at least two market  makers to register as such with respect to such
Registrable Securities with the National Association of Securities Dealers, Inc.
(the "NASD").

          (m) In  connection  with an  underwritten  offering,  the Company will
participate,  to the extent reasonably requested by the managing underwriter for
the offering,  in customary  efforts to sell the securities  under the offering,
including, without limitation, participating in "road shows".

          The Company may require  each  Selling  Holder to promptly  furnish in
writing to the  Company  such  information  regarding  the  distribution  of the
Registrable  Securities  by such Selling  Holder as the Company may from time to
time reasonably request and such other information as may be legally required in
connection  with  such  registration  including,  without  limitation,  all such
information  as may be requested by the  Commission or the NASD. The Company may
exclude from such registration any Holder who fails to provide such information.

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

          Section  3.2.  Registration  Expenses.  In  connection  with the Shelf
Registration,  every Demand Registration and every Piggy-Back  Registration that
includes Registrable  Securities (including any registration statement withdrawn
pursuant to Section  2.2(c)),  the Company shall pay the  registration  expenses
incurred in connection with such registration, including without limitation (the
"Registration  Expenses"):  (i) all  registration and filing fees, (ii) fees and
expenses of compliance with securities or blue sky laws and of  determination of
eligibility of the Registrable  Securities for investment under the laws of such
jurisdiction  as the  managing  underwriters  or Holders  of a  majority  of the
Registrable  Securities being sold may designate (including  reasonable fees and
disbursements  of counsel in  connection  therewith),  (iii)  printing  expenses
(including printing  certificates for the Registrable  Securities to be sold and
the   prospectuses),   messenger  and  delivery  expenses,   duplication,   word
processing,  and  telephone  expenses,  (iv)  the  Company's  internal  expenses
(including,  without  limitation,  all salaries and expenses of its officers and
employees  performing  legal or  accounting  duties,  the expenses of any annual
audit or quarterly review, the expense of any liability  insurance) and all fees
and expenses incident to the performance of or compliance with this Agreement by
the Company,  (v) the fees and expenses  incurred in connection with the listing
of the Registrable  Securities,  (vi) fees and

                                       11

<PAGE>

disbursements  of counsel for the Company and fees and expenses for  independent
certified public accountants  retained by 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 letters  requested
pursuant  to  Section  3.1(j)),  fees  and  disbursements  of  all  underwriters
(excluding  discounts,  commissions or fees of  underwriters,  selling  brokers,
dealer managers or similar  securities  industry  professionals  relating to the
distribution of the Registrable Securities),  (vii) the fees and expenses of any
special experts  retained by the Company in connection  with such  registration,
(viii) fees and expenses of one firm of counsel for the Holders,  which  counsel
shall be  chosen  by  Holders  of a  majority  of the  Shares  included  in such
registration  statement,  and (ix) fees and  disbursements of any transfer agent
for the Registrable Securities.  The Company shall have no obligation to pay any
underwriting  fees,  discounts  or  commissions  attributable  to  the  sale  of
Registrable Securities.


                                   ARTICLE IV

                        INDEMNIFICATION AND CONTRIBUTION

          Section 4.1.  Indemnification  by the Company.  The Company  agrees to
indemnify,  to the fullest  extent  permitted  by law,  and hold  harmless  each
Selling Holder,  its partners,  officers,  directors,  employees and agents, and
each  Person,  if any, who controls  such Selling  Holder  within the meaning of
Section 15 of the  Securities  Act or Section 20 of the Exchange  Act,  together
with the partners, officers, directors, employees and agents of such controlling
Person  (collectively,  the "Controlling  Persons"),  from and against any loss,
claim, damage,  liability,  reasonable attorneys' fee, cost or expense and costs
and expenses (including, without limitation, costs of preparation and attorneys'
fees  and   disbursements)   of  investigating  and  defending  any  such  claim
(collectively,  the  "Damages"),  joint or  several,  and any  action in respect
thereof  to which  such  Selling  Holder,  its  partners,  officers,  directors,
employees,  affiliates  or  agents,  or 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
statement  or alleged  untrue  statement  of a material  fact  contained  in any
registration  statement or prospectus (and as amended or supplemented if amended
or  supplemented)  relating to the  Registrable  Securities  or any  preliminary
prospectus, or any omission or alleged omission to state therein a material fact
required to be stated  therein or necessary to make the  statements  therein not
misleading,  except insofar as the same are based upon information  furnished in
writing to the  Company by a Selling  Holder or  underwriter  expressly  for use
therein,  and shall  reimburse  each Selling  Holder,  its  partners,  officers,
directors,  employees,  affiliates and agents,  and each such Controlling Person
for any legal and other expenses reasonably incurred by that Selling Holder, its
partners,  officers,  directors,  employees,  affiliates and agents, or any such
Controlling  Person in investigating or defending or preparing to defend against
any such Damages or proceedings;  provided,  however, that the Company shall not
be liable to any Selling  Holder to the extent that (a) any such  Damages  arise
out of or are based upon an untrue statement or omission made in any preliminary
prospectus if (i) such Selling Holder was informed by the Company of such untrue
statement or omission and such Selling  Holder was provided  copies of the final
prospectus  by the  Company and was  informed  by the Company of the  correction
therein of the untrue  statement or omission,  but such Selling Holder failed to
send or deliver a copy of the final  prospectus with or prior to the delivery

                                       12

<PAGE>

of  written  confirmation  of the  sale by such  Selling  Holder  to the  Person
asserting the claim from which such Damages arise, and (ii) the final prospectus
would have  corrected such untrue  statement or such  omission;  or (b) any such
Damages  arise out of or are based upon an untrue  statement  or omission in any
prospectus if (i) such untrue statement or omission is corrected in an amendment
or supplement to such  prospectus,  and (ii) such Selling Holder was informed by
the Company of such untrue  statement or omission and,  having  previously  been
furnished  by or on behalf of the Company with copies of such  prospectus  as so
amended or supplemented sufficiently prior to the sale of Registrable Securities
and informed by the Company of the correction therein of the untrue statement or
omission,  such Selling Holder thereafter fails to deliver such prospectus as so
amended or supplemented  prior to or concurrently with the sale of a Registrable
Security to the Person  asserting the claim from which such Damages  arise.  The
Company also agrees to  indemnify  any  underwriters,  selling  brokers,  dealer
managers and similar  securities  industry  professionals  participating  in the
distribution  of the  Registrable  Securities,  their  respective  officers  and
directors and each Person who controls such  underwriters on  substantially  the
same basis as that of the  indemnification  of the Selling  Holders  provided in
this Section 4.1.

          Section 4.2.  Indemnification  by Holders of  Registrable  Securities.
Each Selling  Holder  agrees,  severally but not jointly,  to indemnify and hold
harmless the Company,  its  officers,  directors,  employees and agents and each
Person, if any, who controls the Company within the meaning of Section 15 of the
Securities  Act or Section 20 of the Exchange  Act,  together with the partners,
officers,  directors,  employees and agents of such controlling  Person,  to the
same extent as the foregoing  indemnity from the Company to such Selling Holder,
but only with reference to information  related to such Selling  Holder,  or its
plan of  distribution,  furnished in writing by such  Selling  Holder or on such
Selling  Holder's  behalf  expressly  for use in any  registration  statement or
prospectus (and amended or supplemented if amended or supplemented)  relating to
such Selling  Holder's  Registrable  Securities,  or any amendment or supplement
thereto, or any preliminary  prospectus.  In case any action or proceeding shall
be brought against the Company or its officers,  directors,  employees or agents
or any such controlling Person or its partners, officers,  directors,  employees
or agents,  in respect of which  indemnity  may be sought  against  such Selling
Holder,  such  Selling  Holder  shall have the  rights  and duties  given to the
Company,  and the  Company  or its  officers,  directors,  employees  or agents,
controlling Person, or its partners, officers,  directors,  employees or agents,
shall have the rights and duties given to such  Selling  Holder,  under  Section
4.1.  Each Selling  Holder also agrees to indemnify and hold harmless each other
Selling Holder and any  underwriters  of the Registrable  Securities,  and their
respective  officers and  directors and each Person who controls each such other
Selling  Holder or underwriter  on  substantially  the same basis as that of the
indemnification  of the Company  provided in this Section 4.2. The Company shall
be entitled to receive  indemnities from underwriters,  selling brokers,  dealer
managers and similar  securities  industry  professionals  participating  in the
distribution,  to the same extent as provided above, with respect to information
so  furnished  in writing by such  Persons  specifically  for  inclusion  in any
prospectus  or  registration  statement.  In no event shall the liability of any
Selling  Holder be greater in amount than the dollar  amount of the net proceeds
received  by such  Selling  Holder upon the sale of the  Registrable  Securities
giving rise to such indemnification obligation.

          Section 4.3. Conduct of  Indemnification  Proceedings.  Promptly after
receipt by any Person in respect of which  indemnity  may be sought  pursuant to
Section  4.1 or 4.2 (an

                                       13
<PAGE>

"Indemnified  Party") of notice of any claim or the  commencement of any action,
the Indemnified Party shall, if a claim in respect thereof is to be made against
the Person against whom such indemnity may be sought (an "Indemnifying  Party"),
notify the  Indemnifying  Party in writing of the claim or the  commencement  of
such action,  provided that the failure to notify the  Indemnifying  Party shall
not relieve it from any  liability  except to the extent  that the  Indemnifying
Party is materially prejudiced as a result of such failure. If any such claim or
action shall be brought  against an Indemnified  Party,  and it shall notify the
Indemnifying  Party  thereof,  the  Indemnifying  Party  shall  be  entitled  to
participate therein,  and, to the extent that it wishes,  jointly with any other
similarly  notified  Indemnifying  Party,  to assume the  defense  thereof  with
counsel  reasonably  satisfactory to the Indemnified Party;  provided,  that the
Indemnifying Party acknowledges,  in a writing in form and substance  reasonably
satisfactory to such Indemnified Party, such Indemnifying  Party's liability for
all  Damages  of such  Indemnified  Party to the  extent  specified  in,  and in
accordance  with, this Article IV. After notice from the  Indemnifying  Party to
the  Indemnified  Party of its  election  to assume the defense of such claim or
action,  the Indemnifying Party shall not be liable to the Indemnified Party for
any legal or other expenses  subsequently  incurred by the Indemnified  Party in
connection   with  the  defense   thereof   other  than   reasonable   costs  of
investigation;  provided  that the  Indemnified  Party  shall  have the right to
employ separate  counsel to represent the Indemnified  Party and its controlling
Persons who may be subject to  liability  arising out of any claim in respect of
which indemnity may be sought by the Indemnified  Party against the Indemnifying
Party,  but the fees and  expenses of such  counsel  shall be for the account of
such  Indemnified  Party unless (i) the  Indemnifying  Party and the Indemnified
Party shall have  mutually  agreed to the  retention of such  counsel;  (ii) the
claim for  indemnification  relates to or arises in connection with any criminal
proceeding,   action,  indictment,   allegation  or  investigation;   (iii)  the
Indemnified Party reasonably  believes an adverse  determination with respect to
the claim or proceeding giving rise to such claim for  indemnification  would be
materially detrimental to or injure the Indemnified Party's reputation or future
business  prospects;  (iv) the claim seeks an  injunction  or  equitable  relief
against the Indemnified  Party;  (v) the  Indemnified  Party has been advised in
writing by counsel that a reasonable likelihood exists of a conflict of interest
between  the  Indemnifying   Party  and  the  Indemnified  Party;  or  (vi)  the
Indemnifying  Party has failed or is failing to  vigorously  prosecute or defend
such claim.  No Indemnifying  Party shall,  without the prior written consent of
the  Indemnified  Party,  effect  any  settlement  of any  claim or  pending  or
threatened proceeding in respect of which the Indemnified Party is or could have
been a party and indemnity could have been sought  hereunder by such Indemnified
Party,  unless  such  settlement  includes  an  unconditional  release  of  such
Indemnified  Party from all liability  arising out of such claim or  proceeding.
Whether or not the defense of any claim or action is assumed by the Indemnifying
Party,  such  Indemnifying  Party will not be subject to any  liability  for any
settlement  made without its  consent,  which  consent will not be  unreasonably
withheld.

          Section 4.4. Contribution. If the indemnification provided for in this
Article IV is unavailable or insufficient to hold harmless an Indemnified  Party
in respect of any Damages  referred  to herein,  then each  Indemnifying  Party,
shall  contribute to the amount paid or payable by such  Indemnified  Party as a
result of such Damages (i) in such  proportion as is  appropriate to reflect the
relative benefits  received by the Indemnifying  Party, on the one hand, and the
Indemnified   Party,  on  the  other,  from  the  offering  of  the  Registrable
Securities,  or (ii) if the  allocation  provided  by  clause  (i)  above is not
permitted by applicable law, in such proportion as is

                                       14

<PAGE>
appropriate  to reflect not only the  relative  benefits  but also the  relative
fault of the Indemnifying  Party, on the one hand, and the Indemnified Party, on
the other, in connection with the statements or omissions which resulted in such
Damages,  as well as any other relevant equitable  considerations.  The relative
fault of the Indemnifying Party and the Indemnified Party shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged  omission to state a material fact
relates  to  information   supplied  by  such  Indemnifying  Party  or  by  such
Indemnified  Party,  and the  parties'  relative  intent,  knowledge,  access to
information and opportunity to correct or prevent such statement or omission.

          The Company and the  Selling  Holders  agree that it would not be just
and equitable if  contribution  pursuant to this Section 4.4 were  determined by
pro rata allocation  (even if the Selling Holders were treated as one entity for
such purpose) or by any other method of  allocation  which does not take account
of  the  equitable  considerations  referred  to in  the  immediately  preceding
paragraph. The amount paid or payable by an Indemnified Party as a result of the
Damages  referred to in the immediately  preceding  paragraph shall be deemed to
include, subject to the limitations set forth above, any legal or other expenses
reasonably  incurred by such Indemnified Party in connection with  investigating
or defending any such action or claim.  Notwithstanding  the  provisions of this
Section 4.4, no underwriter shall be required to contribute any amount in excess
of the  amount  by which the total  price at which  the  Registrable  Securities
underwritten  by it and  distributed  to the public  were  offered to the public
exceeds the amount of any Damages  which such  underwriter  has  otherwise  been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged  omission,  and no Selling Holder shall be required to contribute any
amount in excess of the amount by which the total price at which the Registrable
Securities of such Selling Holder were offered to the public (less  underwriting
discounts and commissions)  exceeds the amount of any Damages which such Selling
Holder has  otherwise  been  required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
shall be  entitled  to  contribution  from any Person who was not guilty of such
fraudulent  misrepresentation.  Each Selling  Holder's  obligation to contribute
pursuant to this Section 4.4 is several and not joint.

          The  indemnity,  contribution  and expense  reimbursement  obligations
contained in this Article IV are in addition to any liability  any  Indemnifying
Party may otherwise have to an Indemnified Party or otherwise. The provisions of
this Article IV shall survive,  notwithstanding  any transfer of the Registrable
Securities by any Holder or any termination of this Agreement.


                                    ARTICLE V

                                  MISCELLANEOUS

          Section 5.1.  Participation in Underwritten  Registrations.  No Person
may participate in any  underwritten  registration  hereunder unless such Person
(a)  agrees to sell  such  Person's  securities  on the  basis  provided  in any
underwriting  arrangements approved by the Persons entitled hereunder to approve
such  arrangements,  and (b) timely  completes and executes all  ques-

                                       15

<PAGE>

tionnaires, indemnities,  underwriting agreements and other documents reasonably
required under the terms of such  underwriting  arrangements and this Agreement;
provided   that  (i)  no  Selling   Holder   shall  be   required  to  make  any
representations  or warranties  except those which relate solely to such Selling
Holder's title to securities included in such registration and its authorization
to transfer such  securities and its intended method of  distribution,  and (ii)
the liability of each Selling Holder to any underwriter  under such underwriting
agreement will be limited to liability  arising from material  misstatements  or
omissions in the  relevant  registration  statement  or the relevant  prospectus
regarding such Selling Holder and its intended method of distribution  that were
based  upon  information  furnished  in writing  by such  Selling  Holder to the
Company  expressly  for use therein and any such  liability  shall not exceed an
amount equal to the amount of net proceeds such Selling Holder derives from such
registration.

          Section 5.2. Distribution.  During such time as any Selling Holder may
be engaged in a  distribution  (within the meaning of  Regulation M  promulgated
under the Exchange Act) of the Registrable Securities, such Selling Holder shall
comply with Regulation M and pursuant thereto it shall,  among other things, not
engage in any  stabilization  activity in connection  with the securities of the
Company in contravention of such regulation.

          Section 5.3. SEC Reporting.

          (a) Rules 144 and 144A.  The  Company  shall  timely  file any reports
required to be filed by it under the Securities Act and the Exchange Act and, if
at any time the Company is not required to file such reports,  the Company will,
upon the request of any Holder or prospective  purchaser from such Holder,  make
available such information  necessary to permit sales pursuant to Rule 144A, and
shall take such further action as any Holder may reasonably request,  all to the
extent  required  from  time to  time  to  enable  Holders  to sell  Registrable
Securities  without  registration under the Securities Act within the limitation
of the  exemptions  provided  by (a) Rule 144 or Rule 144A under the  Securities
Act, as such Rules may be amended from time to time,  or (b) any similar rule 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.

          (b) S-3 Eligibility. The Company shall use its commercially reasonable
efforts to maintain its eligibility to use Form S-3 under the Securities Act.

          Section 5.4. Restrictions on Sale.

          (a) By the Company. The Company agrees, and shall use its commercially
reasonable  efforts  to cause its  Affiliates  to agree,  (i) not to effect  any
public  sale  or  distribution  of any  equity  securities,  or  any  securities
convertible into or exchangeable or exercisable for such securities,  during the
7 days prior to, and during the 90-day period  beginning on, the effective  date
of any registration  statement (except as part of such  registration  statement)
filed by the Company,  in the case of an underwritten  offering,  if, and to the
extent,  reasonably requested by the managing  underwriter or underwriters,  and
(ii) to use its best efforts to ensure that any agreement entered into after the
date  hereof  pursuant  to which  the  Company  issues  or  agrees  to issue any
privately placed  securities (other than to officers or employees) shall contain
a provision

                                       16

<PAGE>
under  which  holders  of  such  securities  agree  not to  effect  any  sale or
distribution of any such securities  during the periods  described in (i) above,
in each  case,  including  a sale  pursuant  to Rule 144 or Rule 144A  under the
Securities  Act  (except  as  part  of any  such  registration,  if  permitted);
provided,  however,  that the provisions of this paragraph shall not prevent (x)
the conversion or exchange of any securities pursuant to their terms into or for
other  securities  or (y) the  issuance of any  securities  to  employees of the
Company or pursuant to any employee plan.

          (b) By the Holders. Each Holder agrees, and shall use its commercially
reasonable  efforts to cause its  Affiliates to agree,  not to effect any public
sale or distribution  of any equity  securities,  or any securities  convertible
into or exchangeable or exercisable for such securities, during the 7 days prior
to, and  during  the 90-day  period  beginning  on,  the  effective  date of any
registration statement (except as part of such registration  statement) filed by
the  Company,  in the case of an  underwritten  offering  if, and to the extent,
reasonably requested by the managing underwriter(s); provided that all executive
officers and directors of the Company agree to similar  restrictions,  which the
Company  will use its best  efforts to enforce  and  provided  further  that the
Company informs such Holder of the expected effective date at least fifteen (15)
days prior thereto.  Notwithstanding the provisions of the preceding sentence, a
Holder may sell any or all of its Registrable Securities in a private sale.

          Section  5.5.  Notices . All  notices,  demands,  requests,  consents,
approvals  or  other  communications   (collectively,   "Notices")  required  or
permitted  to be given  hereunder  or  which  are  given  with  respect  to this
Agreement  shall be in writing and shall be  personally  served,  delivered by a
reputable air courier service with tracking capability, with charges prepaid, or
transmitted by hand delivery or facsimile,  addressed as set forth below,  or to
such other address as such party shall have  specified  most recently by written
notice.  Notice shall be deemed given on the date of service or  transmission if
personally served or transmitted by facsimile. Notice otherwise sent as provided
herein shall be deemed given on the next business day following delivery of such
notice to a reputable air courier service.

          If to the Company, to it at:

                           Opus360 Corporation
                           39 West 13th Street, 3rd Floor
                           New York, NY  10011
                           Attention:  Jeanne Murphy
                           Facsimile:  212-884-6220

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

                           Skadden, Arps, Slate, Meagher & Flom LLP
                           4 Times Square
                           New York, NY  10036
                           Attention:  Thomas H. Kennedy, Esq.
                           Facsimile:  (917) 777-2526

                                       17
<PAGE>

          if to Proha:

                           Proha Plc
                           Maapallonkuja 1A
                           FIN-02210 Espoo
                           Finland
                           Attention:  Pekka Pere
                           Facsimile:  011-358-20-4362-500

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

                           White & Case LLP
                           Etelaranta 14
                           FIN-00130 Helsinki
                           Finland
                           Attention:  Petri Y.J. Haussila, Esq.
                           Facsimile:  011-358-9-228-64-228

          If to  any  other  Holder,  to  it at  the  address(es)  or  facsimile
          number(s)  set forth in the notice  referred  to in Section  5.11 with
          respect to such Holder.

          Section  5.6.  Governing  Law.  This  Agreement  and  the  rights  and
obligations  of the parties  hereunder  shall be governed  by, and  construed in
accordance  with,  the laws of the  State of New  York,  and each  party  hereto
submits to the non-exclusive jurisdiction of the state and federal courts within
the County of New York in the State of New York.  Any legal action or proceeding
with respect to this  Agreement may be brought in the courts of the State of New
York or of the United  States of America for the  Southern  District of New York
and, by execution  and  delivery of this  Agreement,  each party  hereto  hereby
accepts   for   itself  and  in  respect   of  its   property,   generally   and
unconditionally,  the  jurisdiction of the aforesaid  courts.  Each party hereto
further  irrevocably  consents  to  the  service  of  process  out of any of the
aforementioned  courts in any  action or  proceeding  by the  mailing  of copies
thereof by registered or certified mail,  postage prepaid,  to such party at its
address set forth in Section 5.5,  such service to become  effective  seven days
after such mailing. Nothing herein shall affect the right of Proha or Company to
serve  process  in any of the  matters  permitted  by law or to  commence  legal
proceedings or otherwise proceed against the Company in any other  jurisdiction.
Each party hereto hereby  irrevocably  waives any objection  which it may now or
hereafter  have to the  laying  of  venue  of any of the  aforesaid  actions  or
proceedings  arising out of or in connection with this Agreement  brought in the
courts referred to above and hereby further irrevocably waives and agrees not to
plead or claim in any such court that any such action or  proceeding  brought in
any such court has been brought in an inconvenient forum.

          Section  5.7.  Entire   Agreement.   This  Agreement   (including  all
agreements  entered into pursuant  hereto and all  certificates  and instruments
delivered  pursuant hereto and thereto)  constitutes the entire agreement of the
parties with respect to the subject  matter hereof and  supersedes all prior and
contemporaneous agreements,  representations,  understandings,  negotiations

                                       18
<PAGE>
and discussions  between the parties,  whether oral or written,  with respect to
the subject matter hereof.

          Section 5.8. Modifications and Amendments. No amendment,  modification
or termination  of this  Agreement  shall be binding upon any other party unless
executed  in writing by (a) the  Company and (b) by the Holders of a majority of
the Shares held by all Holders that constitute Registrable Securities.

          Section 5.9.  Waivers and Extensions.  Any party to this Agreement may
waive any  right,  breach or  default  which  such party has the right to waive,
provided that such waiver will not be effective against the waiving party unless
it is in  writing,  is signed by such  party,  and  specifically  refers to this
Agreement.  Waivers may be made in advance or after the right  waived has arisen
or the breach or default waived has occurred. Any waiver may be conditional.  No
waiver of any breach of any  agreement or provision  herein  contained  shall be
deemed a waiver of any preceding or succeeding  breach  thereof nor of any other
agreement  or  provision  herein  contained.  No waiver or extension of time for
performance of any  obligations or acts shall be deemed a waiver or extension of
the time for performance of any other obligations or acts.

          Section 5.10. Titles and Headings.  Titles and headings of sections of
this Agreement are for convenience only and shall not affect the construction of
any provision of this Agreement.

          Section 5.11.  Assignment.  This Agreement and the rights,  duties and
obligations  hereunder  may not be assigned or delegated  by the  Company.  This
Agreement and the rights,  duties and  obligations  hereunder may be assigned or
delegated by any Holder to a transferee or assignee of Registrable Securities in
its sole discretion;  provided, however, that the Company shall not be obligated
to recognize any such assignment or delegation,  and such transferee or assignee
shall not become a Holder, unless (a) the Company has received written notice of
the name and  address of such  transferee  or  assignee  and of the  Registrable
Securities  with respect to which such  assignment  and/or  delegation  has been
made, and (b) such  transferee or assignee  agrees to be bound by this Agreement
as if such transferee or assignee was an original party to this Agreement.  This
Agreement and the provisions hereof shall be binding upon and shall inure to the
benefit of each of the parties and their  respective  successors  and  permitted
assigns.

          Section 5.12. Severability.  This Agreement shall be deemed severable,
and the invalidity or unenforceability of any term or provision hereof shall not
affect the validity or  enforceability of this Agreement or of any other term or
provision hereof. Furthermore, in lieu of any such invalid or unenforceable term
or provision,  the parties  hereto intend that there shall be added as a part of
this Agreement a provision as similar in terms to such invalid or  unenforceable
provision as may be possible and be valid and enforceable.

          Section 5.13. Counterparts. This Agreement may be executed in multiple
counterparts,  each of which shall be deemed an original, and all of which taken
together shall constitute one and the same instrument.

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<PAGE>

          Section 5.14. Further Assurances.  Each party hereto, upon the request
of any  other  party  hereto,  shall  take all such  further  acts and  execute,
acknowledge  and deliver all such further  instruments  and  documents as may be
necessary  or  desirable  to carry  out the  transactions  contemplated  by this
Agreement.

          Section 5.15. Remedies Cumulative;  Specific Performance. The remedies
provided  herein shall be cumulative and shall not preclude the assertion by any
party  hereto of any other  rights or the  seeking of any  remedies  against the
other party hereto. 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 the remedy at law,  including
monetary  damages,   for  breach  of  any  such  provision  will  be  inadequate
compensation  for any loss and that any defense or  objection  in any action for
specific performance or injunctive relief that a remedy at law would be adequate
is waived.

          Section 5.16. Other Registration  Rights.  Without the written consent
of the Holders of a majority of the Shares held by all Holders  that  constitute
Registrable  Securities,  the Company shall not grant to any Person the right to
request  the  Company  to  register  any  securities  of the  Company  under the
Securities  Act unless the rights so granted are subject to the prior  rights of
the Holders of Registrable Securities set forth herein, and are not otherwise in
conflict or inconsistent with the provisions of this Agreement.


                                    * * * * *

                                       20

<PAGE>


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


                                    OPUS360 CORPORATION


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



                                    PROHA PLC


                                    By /s/ Pekka Pere
                                      -------------------------------
                                      Name:  Pekka Pere
                                      Title:  Chief Executive Officer





                      [Registration Rights Signature Page]


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