<PAGE>   1



                                                                     EXHIBIT 4.1


                          REGISTRATION RIGHTS AGREEMENT



         THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") dated as of the 31st
day of March, 1998, is made by and between Harbinger Corporation, a Georgia
corporation (the "Company"), and the holders of the common stock of the Company
listed in Schedule I, attached hereto (the "Shareholders").

                                  WITNESSETH:

         WHEREAS, the Shareholders are the owners of the shares of Common Stock
of the Company listed on Schedule I hereto;

         WHEREAS, it is a condition to the consummation of the transactions
contemplated by that certain Share Purchase Agreement, dated as of the date
hereof, by and among the Company and the Shareholders (the "Purchase
Agreement"), that this Agreement be executed by the parties hereto;

         WHEREAS, pursuant to the Purchase Agreement, the Company has acquired
all of the share capital of EDI Works!, LLC, a limited liability company formed
under the laws of the State of Texas ("EDI Works!"), in consideration of the
issuance of certain shares of Common Stock of the Company to the Shareholders;
and

         WHEREAS, the parties are willing to execute this Agreement and to be
bound by the provisions hereof.

         NOW, THEREFORE, in consideration of the mutual agreements and promises
contained herein, in the Purchase Agreement and in the other agreements
contemplated thereby, and other valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Shareholders and the Company,
each with the other, do hereby agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

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

         "Common Stock" means the common stock, $0.0001 par value per share, of
the Company.

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

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any similar federal statute and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.

         "Holder" means any Shareholder and any permitted transferee of
Shareholder's rights under this Agreement pursuant to Section 2.6.

         "Holder Representative" means Carol Croom or, such time that she no
longer owns any Registrable Securities, the Holder who owns the largest number
of Registrable Securities.

         "Registrable Securities" means the Shares, as the same may be adjusted
from time to time to reflect any stock split, stock dividend or other
distribution of capital stock in respect thereof, or issuance of capital stock
in 



                                 Page 17 of 30
<PAGE>   2

replacement thereof or exchange therefor. The term "Registrable Securities"
does not include shares of Common Stock that have been registered, as defined
below, and sold pursuant to such registration.

         The terms "register," "registered," and "registration" refer to a
registration effected by preparing the filing of a registration statement in
compliance with the Securities Act, and the declaration or order by the
Commission of the effectiveness of such registration statement.

         "Restricted Period" means the period beginning on the Closing Date (as
defined in the Purchase Agreement) and ending on the earlier of (i) the date of
filing by the Company with the Commission of the Company's annual report on Form
10-K, quarterly report on Form 10-Q or other filing with the Commission, or (ii)
the date of dissemination by the Company of a press release, which in any case
of (i) or (ii) that reports the combined financial results of the Company and
EDI Works! covering at least 30 days of combined operations of the Company and
EDI Works! within the meaning of Section 201.01 of the Commission's Codification
of Financial Reporting Policies.

         "Securities Act" means the Securities Act of 1933, as amended, or any
similar federal statute and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.

         "Shareholders" means the persons listed on Schedule I attached hereto.

         "Shares" means the shares of Common Stock of the Company listed on
Schedule I hereto. In the event the Company shall declare a stock split, stock
dividend or other distribution of capital stock in respect of, or issue capital
stock in replacement of or exchange for, the Shares, such additional shares
shall be Shares within the meaning of this Agreement.

         "Underwritten Public Offering" means a public offering of Common Stock
for cash which is offered and sold in a registered transaction on a firm
commitment underwritten basis through one or more underwriters, all pursuant to
an underwriting agreement between the Company and any selling shareholders on
the one hand and such underwriters on the other hand.

                                   ARTICLE II
                               REGISTRATION RIGHTS

         Section 2.1       "Piggyback" Registration Rights. If the Company, at
any time after the expiration of the Restricted Period and prior to the earlier
of (i) the date on which all Registrable Securities shall have been disposed of
by the Holders thereof or (ii) one year after the date of this Agreement,
proposes to register under the Securities Act any class of the Company's equity
or debt securities for sale to the public on a registration statement on Form
S-1, S-2, S-3 or any successor form for the sale of equity securities to the
public, then and in each such case the Company shall give fifteen (15) days
prior written notice of such proposed registration to the Holder Representative
and shall cause such number of Registrable Securities as shall be requested by
the Holder Representative on behalf of the Holders included in such request
within ten (10) days thereafter to be included, upon the same terms (including
the method of distribution), in any such offering. The Company may, without the
consent of the Holder Representative, withdraw any such registration and abandon
any proposed offering if in the reasonable good faith belief of the Board of
Directors of the Company such withdrawal and abandonment appears to be in the
Company's best interests. The failure of any Holder to exercise his or her
rights hereunder with respect to any registration shall not constitute a waiver
of its rights to participate in any other registration. The foregoing
obligations shall be subject to the following conditions and limitations:

                  (i)      The Company shall not be required to give such notice
                           or include any Registrable Securities in any form of
                           registration statement unless such Registrable
                           Securities of such Holder are eligible for inclusion
                           in the applicable form of registration statement as
                           described above;



                                 Page 18 of 30
<PAGE>   3

                  (ii)     In an Underwritten Public Offering of the Registrable
                           Securities, each Holder shall agree (a) to have the
                           Registrable Securities sold to or by such underwriter
                           or managing agent on terms substantially equivalent
                           to the terms upon which the Company is selling the
                           securities so registered by it, and (b) to delay the
                           sale of any securities of the Company not sold by it
                           in such registration statement for the period
                           requested by such underwriter or managing agent up to
                           180 days (or such lesser amount of time if permitted
                           by such underwriter or managing agent) following the
                           effective date of such registration statement;

                  (iii)    If any underwriter in such Underwritten Public
                           Offering shall advise the Company that it declines to
                           include a portion of the Registrable Securities
                           requested by the Holders to be included in the
                           registration statement, then in case of an exclusion
                           as to a portion of such Registrable Securities, such
                           portion shall be allocated among the Holders in
                           proportion to the respective number of shares of
                           Common Stock requested to be registered by such
                           Holders of the Company's securities. The Holders
                           hereby acknowledge and agree that the Holders shall
                           be subordinate in priority of registration to any
                           person to whom the Company has granted registration
                           rights prior to the date hereof; and

                  (iv)     The fees and expenses of the offering shall be borne
                           by the Company; provided, however, that the Holders
                           will pay all of the underwriting discounts and
                           commissions, transfer taxes, transfer agent fees and
                           the expenses, disbursements and charges of their own
                           counsel with respect to the Registrable Securities.

         Section 2.2       Undertakings of Holders. As a condition of the
registration provided for in this Section 2, each Holder who includes
Registrable Securities in such registration shall (a) furnish such information
concerning itself and the terms of its proposed offering to the Company as
requested in connection with such registration; (b) agree to indemnify the
Company (and each of its officers and directors who have signed the registration
statement relating to the registration) and each person, if any, who controls
the Company within the meaning of the Securities Act, the underwriters and each
person, if any, who controls such underwriter within the meaning of the
Securities Act, to the extent reasonably deemed necessary by the Company with
respect to the accuracy of any information so furnished by such Holder; and (c)
reasonably cooperate with the Company and its representatives to cause such
registration to become effective at the earliest practicable time.

         Section 2.3       Additional Undertakings of the Company. Without
limiting the generality of the provisions of this Section 2, if and whenever the
Company is under an obligation to effect the registration of any Registrable
Securities, the Company shall at its sole cost and expense:

                  (i)      furnish to the Holder such numbers of each prospectus
                           (including each preliminary prospectus and prospectus
                           supplement) in conformity with the requirements of
                           the Securities Act, and such other documents as are
                           reasonably requested by the Holder to facilitate the
                           public offering of its Registrable Securities; and

                  (ii)     use its reasonable efforts to register or qualify the
                           Registrable Securities covered by such registration
                           under the securities or blue sky laws of such
                           jurisdictions (and shall do any and all other acts or
                           things) as is reasonable to enable the Holder to
                           consummate the public sale or the disposition of its
                           Registrable Securities; provided, however, that the
                           Company shall not be required in connection therewith
                           or as a condition thereto to qualify to do business
                           or to file a general consent to service of process in
                           any such states or jurisdictions.

         Section 2.4       Indemnification.

         (a)      In the case of each registration effected by the Company
pursuant to this Agreement in which any Holder's Registrable Securities are
included, the Company agrees to indemnify and hold harmless such Holder



                                 Page 19 of 30
<PAGE>   4

against any and all losses, claims, damages or liabilities to which they or any
of them may become subject under the Securities Act or any other statute or
common law, including any amount paid in settlement of any litigation, commenced
or threatened, if such settlement is effected with the written consent of the
Company, and to reimburse them for any reasonable legal or other reasonable
expenses incurred by them in connection with the investigation of any claims and
defenses of any actions (subject to Section 2.4(c)), insofar as any such losses,
claims, damages, liabilities or actions arise out of or are based upon: any
untrue statement or alleged untrue statement of a material fact contained in the
registration statement, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereto or any document incorporated by
reference therein, or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that the indemnification agreement
contained in this Section 2.4(a) shall not (i) apply to such losses, claims,
damages, liabilities or actions arising out of, or based upon, any such untrue
statement or alleged untrue statement, or any such omission or alleged omission,
if such statement or omission was made in reliance upon and in conformity with
information furnished to the Company in writing by a Holder for use in
connection with the preparation of the registration statement or any preliminary
prospectus or final prospectus contained in the registration statement or any
such amendment thereof or supplement thereto or any document incorporated by
reference therein; or (ii) inure to the benefit of any person to the extent such
person's claim for indemnification hereunder arises out of or is based on any
violation by such person of applicable law.

         (b)      In the case of each registration effected by the Company
pursuant to this Agreement in which any Holder's Registrable Securities are
included, such Holder shall be obligated, in the same manner and to the same
extent as set forth in Section 2.4(a), to indemnify and hold harmless the
Company and each person, if any, who controls the Company within the meaning of
Section 15 of the Securities Act, its directors and officers, with respect to
any statement or alleged untrue statement in, or omission or alleged omission
from, such registration statement or any post-effective amendment thereof or any
preliminary prospectus or final prospectus (as amended or supplemented, if
amended or supplemented as aforesaid) contained in such registration statement,
if such statement or omission was made in reliance upon and in conformity with
information furnished in writing to the Company by such indemnifying person for
use in connection with the preparation of such registration statement or any
preliminary prospectus or final prospectus contained in such registration
statement or any such amendment thereof or supplement thereto; provided,
however, that the liability of each Holder hereunder shall be limited to the
proceeds received by each Holder from the sale of Registrable Securities covered
by such registration statement, amendment, supplement or prospectus, as the case
may be.

         (c)      Each person to be indemnified pursuant to this Section 2.4 
shall, promptly after its receipt of written notice of the commencement of any
action against such indemnified person in respect of which indemnity may be
sought from an indemnifying person under this Section 2.4, notify the
indemnifying person in writing of the commencement thereof. The omission of any
indemnified person to so notify an indemnifying person of the commencement of
any such action shall relieve the indemnifying person from any liability in
respect of such action which it may have to such indemnified person on account
of the indemnity agreement contained in this Section 2.4, but shall not relieve
the indemnification person from any other liability which it may have to such
indemnified person. If any such action shall be brought against any indemnified
person and it shall notify an indemnifying person of the commencement thereof,
the indemnifying person shall be entitled to participate therein and, to the
extent it may desire, jointly with any other indemnifying persons similarly
notified, to assume the defense thereof with counsel reasonably satisfactory to
such indemnified person, and after notice from the indemnifying person to such
indemnified person of its election so to assume the defense thereof, the
indemnifying person shall not be liable to such indemnified person under this
Section 2.4 for any legal or other expenses subsequently incurred by such
indemnified person in connection with the defense thereof other than reasonable
costs of investigation unless (i) the indemnified party shall have employed
counsel in an action in which the indemnified party and indemnifying party are
both defendants and there is a conflict of interest between such parties that
would prevent counsel from adequately representing both parties, (ii) the
indemnifying party shall not have employed counsel satisfactory within the
exercise of reasonable judgment of the indemnified party to represent the
indemnified party within a reasonable time after the notice of the commencement
of the action or (iii) the indemnifying party has authorized the employment of
counsel for the indemnified party at the expense of the indemnifying party. The
undertaking contained in this Section 2.4 shall be in addition to any
liabilities which the indemnifying person may have pursuant to law.



                                 Page 20 of 30
<PAGE>   5
         (d)      If the indemnification provided for in this Section 2.4 is
unavailable to or insufficient to hold harmless an indemnified party under
Section 2.4 (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) referred to therein,
then each indemnifying party shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) in such proportion as
is appropriate to reflect the relative benefits received by the Company on the
one hand and the Holders on the other from the offering of the securities. If,
however, the allocation provided by the immediately preceding sentence is not
permitted by applicable law or if the indemnified party failed to give the
notice required under Section 2.4(c) above, then each indemnifying party shall
contribute to such amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such relative benefits but also
the relative fault of the Company and the Holders in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof), as well as any other
relevant equitable considerations. The relative benefits received by the Company
on the one hand and the Holders on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering (before deducting
expenses) received by the Company bear to the total net proceeds from the
offering (before deducting expenses) received by the Holders. The relative fault
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company or the
Holders and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

         Section 2.5       Rule 144 Requirements. For a period commencing on the
date of this Agreement ending upon the first to occur of (i) the first
anniversary of the date of this Agreement or (ii) the sale of all Registrable
Securities by the Holders, with a view to making available to each Holder the
benefits of Rule 144 (or any successor rule thereto) promulgated under the
Securities Act, the Company agrees to file with the Commission in a timely
manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act. Each Holder's right to require the Company
to register the Registrable Securities pursuant to Section 2.1, shall expire at
such time as the Registrable Securities held by such Holder are eligible for
sale in the open market without restriction as to the number of shares pursuant
to Rule 144 (or any successor rule thereto) under the Securities Act or Section
4(1) thereof.

         Section 2.6       Transfer of Registration Rights. The registration
rights described in this Section 2 shall not be transferable without the prior
consent of the Company; provided, however, that a Holder may transfer such
registration rights to a permitted transferee of Shares so long as (i) such
transfer of Shares is conducted in compliance with all applicable transfer
restrictions, whether imposed by contract, applicable law or otherwise, and (ii)
such transferee is a member of the Holder's immediate family or is a trust or
family limited partnership established for the benefit of such a family member;
provided further, that such registration rights shall not be transferable by any
transferee contemplated by the foregoing proviso who is a natural person.

                                   ARTICLE III
                                 TRANSFERABILITY

         Section 3.1       Transferability. Transfer of the Shares shall be made
only on the books of the Company by the holders of record thereof or by their
legal representatives who shall furnish proper evidence of authority to
transfer, or by their attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Company, subject to the
restrictions set forth in the Purchase Agreement and the documents and
agreements contemplated thereby. The Holder(s) in whose name the Shares stand on
the books of the Company shall be deemed by the Company to be owner(s) thereof
for all purposes.

         Section 3.2       Restrictive Legends. Unless and until otherwise
permitted by this Section, each instrument evidencing Shares shall contain or
otherwise be imprinted with a suitable legend in substantially the following
form:

         The shares evidenced by this certificate have not been registered under
         the Securities Act of 1933, as amended, or under the securities laws of
         any state, and such shares may not be sold, transferred, 



                                 Page 21 of 30
<PAGE>   6

         pledged or hypothecated unless (1) covered by an effective registration
         statement under the Securities Act of 1933; (2) in accordance with Rule
         144 of the rules and regulations of such act; or (3) in accordance with
         some other transaction which is exempt from the registration
         requirements of such Act. The shares evidenced by this certificate have
         been offered and sold in reliance on exemptions promulgated under the
         Securities Act of 1933.

         The shares represented by this certificate were issued pursuant to a
         business combination that is accounted for as a "pooling of interests"
         and may not be sold, nor may the owner thereof reduce his risk relative
         thereto in any way (except as permitted by SEC Staff Accounting
         Bulletin No. 76), until such time as Harbinger Corporation has
         published financial results covering at least 30 days of combined
         operations after the effective date of the event through which the
         business combination was effected.

The Company is hereby authorized to place "stop transfer" instructions on its
records and to instruct any transfer agent to prevent the transfer of such
shares except in conformity with this Article.

         Section 3.3       Restriction on Transfer. No Shares may be transferred
prior to the expiration of the Restricted Period. In addition, no Shareholder
may transfer Shares other than under Section 2.1 until it has delivered written
notice to the Company describing briefly the manner of any such proposed
transfer and until (i) the Company has received from the Shareholder's counsel
an opinion (reasonably satisfactory in form and substance to the Company's
counsel) that such transfer can be made without compliance with the registration
provisions of the Securities Act or any state securities law, or (ii) such
transfer complies with Rule 144 (or comparable successor provisions) promulgated
under the Securities Act and applicable state securities act requirements, or
(iii) a registration statement filed by the Company is declared effective by the
Commission and under applicable state securities laws or steps necessary to
perfect exemptions from such registration are completed.

         Notwithstanding anything to the contrary herein, in the event that
there is an Underwritten Public Offering of securities of the Company pursuant
to a registration covering Registrable Securities and a Holder of Registrable
Securities does not sell his Registrable Securities to the underwriters of the
Company's securities in connection with such offering, such Holder shall refrain
from selling such Registrable Securities during the period of distribution of
the Company's securities by such underwriters and the period in which the
underwriting syndicate participates in the after market; provided, however, that
such Holder shall, in any event, be entitled to sell its Registrable Securities
commencing on the one hundred and eightieth (180th) day after the effective date
of such registration statement in accordance with the terms hereof or such other
amount of time that may be required by the underwriter of similarly situated
holders of the Company's securities.

                                   ARTICLE IV
                                  MISCELLANEOUS

         Section 4.1       Notices. All notices, communications and deliveries
hereunder shall be made in writing signed by the party making the same, shall
specify the Section hereunder pursuant to which it is given or being made, and
shall be delivered personally or by telecopy transmission or sent by registered
or certified mail or by any express mail service (with postage and other fees
prepaid) as follows:

           If to Company:                          Harbinger Corporation
                                                   1055 Lenox Park Blvd       
                                                   Atlanta, Georgia  30319-5309
                                                   Attention: President
                                                   Telecopy No.: 404/467-3143

           with a copy to:                         Harbinger Corporation
                                                   1055 Lenox Park Blvd.
                                                   Atlanta, Georgia 30319-5309
                                                   Attn:  Loren B. Wimpfheimer
                                                   Director of Legal Affairs
                                                   Telecopy No.: 404/467-3476


                                 Page 22 of 30
<PAGE>   7

           If to the Representative                EDI Works! L.L.C.
           Holder:                                 6464 Savoy Drive, Suite 105
                                                   Houston, Texas  77036
                                                   Attn: Carol Croom
                                                   Telecopy No. (713) 706-4438


         Section 4.2       Remedies. Each party hereto acknowledges that a
remedy at law for any breach or attempted breach of this Agreement will be
inadequate, agrees that each other party hereto shall be entitled to specific
performance and injunctive and other equitable relief in case of any such breach
or attempted breach, and further agrees to waive any requirement for the
securing or posting of any bond in connection with the obtaining of any such
injunctive or any other equitable relief.

         Section 4.3       Effect of Sale. Any Holder who sells all of his
Registrable Securities pursuant to the terms of this Agreement shall cease to be
a party to this Agreement and shall have no further rights or obligations
hereunder.

         Section 4.4       Amendment. This Agreement may not be modified or
amended except in a writing signed by the Company and the holders of 66-2/3% of
the total Registrable Securities outstanding at such time (with any shares of
Registrable Securities issuable upon conversion of other securities deemed to be
outstanding for these purposes).

         Section 4.5       Governing Law. This Agreement shall be subject to and
governed by the laws of the State of Georgia.

         Section 4.6       Jurisdiction. All legal actions to enforce or
interpret the provisions of this Agreement shall be filed in a court of the
State of Georgia or of the United States District Court having jurisdiction over
Fulton County, Georgia. All parties irrevocably waive any objection they may
have to the laying of venue of any suit, action or proceeding arising out of or
relating hereto brought in any such court, irrevocably waive any claim that any
such suit, action or proceeding so brought has been brought in an inconvenient
forum and further waive the right to object that such court does not have
jurisdiction over such party. No party shall bring a suit, action or proceeding
in respect of this Agreement in any other jurisdiction than as aforesaid.

         Section 4.7       Successors and Assigns. This Agreement shall be
binding upon and inure to the parties contained in this Agreement and their
respective heirs, executors, distributees, successors (including successors by
merger) and permitted assigns.

         Section 4.8       Invalid Provisions. Should any portion of this
Agreement be adjudged or held to be invalid, unenforceable or void, such holding
shall not have the effect of invalidating or voiding the remainder of this
Agreement and the parties hereby agree that the portion so held invalid,
unenforceable or void shall, if possible, be deemed amended or reduced in scope,
or to otherwise be stricken from this Agreement to the extent required for the
purposes of validity and enforcement thereof.

         Section 4.9       Section Headings. The section and paragraph headings
contained herein are for reference purposes only and shall not in any way affect
the meaning and interpretation of this Agreement.

         Section 4.10      Execution in Counterparts. This Agreement may be
executed in any number of counterparts, each of which when so executed and
delivered shall be deemed an original, and such counterparts together shall
constitute only one instrument.



                                 Page 23 of 30
<PAGE>   8

         Section 4.11      Entire Agreement.  This Agreement constitutes the 
sole and entire agreement between the parties hereto with respect to the subject
matter hereof.

         Section 4.12      Time of the Essence. Time is of the essence with
respect to every provision of this Agreement.

         Section 4.13      Pooling of Interests. If any provision of this
Agreement or the application of any such provision to any person or circumstance
precludes the use of "pooling of interests" accounting treatment in connection
with the Purchase Agreement, then such provision shall be of no force and effect
to the extent, and solely to the extent necessary to preserve such accounting
treatment pursuant to the Purchase Agreement, and in that event, the remainder
of this Agreement shall not be affected, and in lieu of such provision there
shall be added as part of this Agreement a provision as similar in terms as may
be possible for the purchase under the Purchase Agreement to be treated as a
"pooling of interests" for accounting purposes.

         Section 4.14      Number; Gender. Whenever the context so requires, the
singular number shall include the plural and the plural shall include the
singular, and the gender of any pronoun shall include the other gender.

         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed on its behalf and its corporate seal to be hereunto affixed by its duly
authorized officers and the Shareholders have executed this Agreement, as of the
day and year first above written.

ATTEST:                             HARBINGER CORPORATION

By:   /s/ Cheryl A. Vota       By:        /s/ James C. Davis
   ------------------------       ---------------------------------------------
                               Name:      James C. Davis
                                    -------------------------------------------
                               Title:     President and Chief Operating Officer
                                     ------------------------------------------


                               SHAREHOLDERS:



                                          /s/ Carol G. Croom
                               ------------------------------------------------
                               Carol G. Croom



                                          /s/ Charles E. Webber
                               ------------------------------------------------
                               Charles E. Webber



                                          /s/ Nine-Min Cheng
                               ------------------------------------------------
                               Nine-Min Cheng



                                          /s/ Judy A. Bailey
                               ------------------------------------------------
                               Judy A. Bailey



                                          /s/ Krish R. Sampat
                               ------------------------------------------------
                               Krish R. Sampat





                                 Page 24 of 30
<PAGE>   9




The undersigned, spouse of Krish Sampat, hereby agrees and consents by his/her
signature below to be bound by the terms and conditions hereof as to his/her
interests, whether as community property or otherwise, if any, in the EDI Works!
Stock which is subject to this Agreement.



         /s/ Linda Kumazawa                            /s/ K. K. Sampat
----------------------------------             --------------------------------
Witness





















                                 Page 25 of 30
<PAGE>   10




The undersigned, spouse of Nine-Min Cheng hereby agrees and consents by his/her
signature below to be bound by the terms and conditions hereof as to his/her
interests, whether as community property or otherwise, if any, in the EDI Works!
Stock which is subject to this Agreement.



         /s/ Linda Kumazawa                         /s/  Jsun Chein Cheng
----------------------------------             --------------------------------
Witness



















                                 Page 26 of 30
<PAGE>   11




The undersigned, spouse of Carol Croom, hereby agrees and consents by his/her
signature below to be bound by the terms and conditions hereof as to his/her
interests, whether as community property or otherwise, if any, in the EDI Works!
Stock which is subject to this Agreement.



         /s/ Linda Kumazawa                               /s/ Pat Croom
----------------------------------             --------------------------------
Witness



















                                 Page 27 of 30
<PAGE>   12



                                   SCHEDULE I


<TABLE>
<CAPTION>
                         Shareholder                Number of Shares
                         -----------                ----------------

                       <S>                          <C>   
                       Carol G. Croom                     23,340
                       Carol G. Croom                      2,593

                       Charles E. Webber                  23,340
                       Charles E. Webber                   2,593

                       Nine-Min Cheng                     23,340
                       Nine-Min Cheng                      2,593

                       Judy A. Bailey                     23,340
                       Judy A. Bailey                      2,593

                       Krish R. Sampat                    23,340
                       Krish R. Sampat                     2,593
</TABLE>















                                 Page 28 of 30