REGISTRATION RIGHTS AGREEMENT
                          -----------------------------


          This  Registration  Rights  Agreement  (this  "Agreement") is made and
                                                         ---------
entered  into  as  of  April  19,  2002,  between  Appiant Technologies, Inc., a
Delaware  corporation  (the  "Company"),  and the purchaser listed on Schedule A
                              -------
hereto  (the  "Purchaser").
               ---------

          This  Agreement  is  being  entered into pursuant to the Debenture and
Warrant  Purchase Agreement, dated as of the date hereof between the Company and
the  Purchaser  (the  "Purchase  Agreement").
                       -------------------

           The Company and the Purchaser hereby agree as follows:

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

          Capitalized terms used and not otherwise defined herein shall have the
meanings given such terms in the Purchase Agreement.  As used in this Agreement,
the  following  terms  shall  have  the  following  meanings:

          "Advice"  shall  have  meaning  set  forth  in  Section  3(m).
           ------

          "Affiliate"  means,  with respect to any Person, any other Person that
           ---------
directly or indirectly controls or is controlled by or under common control with
such  Person.  For  the  purposes  of this definition, "control," when used with
                                                        -------
respect to any Person, means the possession, direct or indirect, of the power to
direct  or  cause  the  direction of the management and policies of such Person,
whether  through  the  ownership of voting securities, by contract or otherwise;
and  the  terms  of  "affiliated,"  "controlling" and "controlled" have meanings
                      ----------     -----------       ----------
correlative  to  the  foregoing.

          "Board"  shall  have  meaning  set  forth  in  Section  3(n).
           -----

          "Business Day" means any day except Saturday, Sunday and any day which
           ------------
shall  be a legal holiday or a day on which banking institutions in the state of
New York generally are authorized or required by law or other government actions
to  close.

          "Closing Date" means the Initial Closing Date, as that term is defined
           ------------
in  the  Purchase  Agreement.

          "Commission"  means  the  Securities  and  Exchange  Commission.
           ----------

          "Common  Stock" means the Company's Common Stock, par value $0.001 per
           -------------
share.
          "Effectiveness  Date" means with respect to the Registration Statement
           -------------------
the  earlier  of  the  90th day following the Closing Date and the date which is
within  three  (3)  days of the date on which the Commission informs the Company


                                      -1-
<PAGE>
that  the Commission (i) will not review the Registration Statement or (ii) that
the  Company  may  request  the  acceleration  of  the  effectiveness  of  the
Registration  Statement  and  the  Company  makes  such  request.

          "Effectiveness  Period" shall have the meaning set forth in Section 2.
           ---------------------

          "Event"  shall  have  the  meaning  set  forth  in  Section  7(e).
           -----

          "Event  Date"  shall  have  the  meaning  set  forth  in Section 7(e).
           -----------

          "Exchange  Act" means the Securities Exchange Act of 1934, as amended.
           -------------

          "Filing  Date"  means  the  30th  day  following  the  Closing  Date.
           ------------

          "Holder" or "Holders" means the holder or holders, as the case may be,
           ------      -------
from  time  to  time  of  Registrable  Securities.

          "Indemnified  Party" shall have the meaning set forth in Section 5(c).
           ------------------

          "Indemnifying Party" shall have the meaning set forth in Section 5(c).
           ------------------

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

          "Person"  means  an  individual  or a corporation, partnership, trust,
           ------
incorporated  or  unincorporated  association,  joint venture, limited liability
company,  joint stock company, government (or an agency or political subdivision
thereof)  or  other  entity  of  any  kind.

          "Proceeding" means an action, claim, suit, investigation or proceeding
           ----------
(including,  without limitation, an investigation or partial proceeding, such as
a  deposition),  whether  commenced  or  threatened.

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

          "Registrable  Securities"  means  the  shares of Common Stock issuable
           -----------------------
upon  conversion  of the Debentures and the shares of Common Stock issuable upon
exercise  of  the  Warrant; provided, however, that Registrable Securities shall
                            --------  -------
include  (but  not be limited to) a number of shares of Common Stock equal to no
less  than  200%  of the maximum number of shares of Common Stock which would be
issuable  upon  conversion  of  the Debenture and upon exercise of the Warrants,
assuming such conversion and exercise occurred on the Closing Date or the Filing
Date,  whichever  date  would  result  in  the  greater  number  of  Registrable


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<PAGE>
Securities; provided, further, that notwithstanding anything herein contained to
            --------  -------
the  contrary, all covenants made by the Company in this Agreement in connection
with  the registration of the Warrant Shares shall be on a "best efforts" basis,
and  the  penalties,  protections, indemnifications or other obligations arising
from  this  Agreement  shall  not  apply to the Warrant Shares.  Such registered
shares  of  Common  Stock shall be allocated among the Holders pro rata based on
the  total  number  of Registrable Securities issued or issuable as of each date
that  a  Registration  Statement,  as  amended,  relating  to  the resale of the
Registrable Securities is declared effective by the Commission.  Notwithstanding
anything  herein  contained  to  the contrary, if the actual number of shares of
Common Stock issuable upon conversion of the Debentures and upon exercise of the
Warrants  exceeds  200%  of  the  number of shares of Common Stock issuable upon
conversion  of  the  Debentures  and  upon exercise of the Warrants based upon a
computation  as  at  the  Closing Date or the Filing Date, the term "Registrable
Securities"  shall  be deemed to include such additional shares of Common Stock.

          "Registration  Statement"  means  the  registration statements and any
           -----------------------
additional registration statements contemplated by Section 2, including (in each
case)  the Prospectus, amendments and supplements to such registration statement
or  Prospectus,  including  pre-  and  post-effective  amendments,  all exhibits
thereto,  and  all  material  incorporated  by  reference  in  such registration
statement.

          "Rule  144"  means  Rule 144 promulgated by the Commission pursuant to
           ---------
the  Securities  Act,  as  such  Rule  may  be amended from time to time, or any
similar  rule  or  regulation  hereafter  adopted  by  the  Commission  having
substantially  the  same  effect  as  such  Rule.

          "Rule  158"  means  Rule 158 promulgated by the Commission pursuant to
           ---------
the  Securities  Act,  as  such  Rule  may  be amended from time to time, or any
similar  rule  or  regulation  hereafter  adopted  by  the  Commission  having
substantially  the  same  effect  as  such  Rule.

          "Rule  415"  means  Rule 415 promulgated by the Commission pursuant to
           ---------
the  Securities  Act,  as  such  Rule  may  be amended from time to time, or any
similar  rule  or  regulation  hereafter  adopted  by  the  Commission  having
substantially  the  same  effect  as  such  Rule.

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

          "Special  Counsel" means any special counsel to the Holders, for which
           ----------------
the  Holders  will  be  reimbursed  by  the  Company  pursuant  to  Section  4.

     2.    Shelf  Registration.
           --------------------

          On or prior to the Filing Date the Company shall prepare and file with
the  Commission  a  "shelf"  Registration  Statement  covering  all  Registrable
Securities  for  an  offering  to be made on a continuous basis pursuant to Rule
415.  The  Registration Statement shall be on Form S-3 (except if the Company is
not then eligible to register for resale the Registrable Securities on Form S-3,
in  which  case  such  registration  shall  be  on  another  appropriate form in
accordance  herewith).  The  Company  shall  (i) not permit any securities other
than  the  Registrable  Securities to be included in the Registration Statement,
(ii)  not file any registration statement with the Commission registering shares


                                      -3-
<PAGE>
of  Common  Stock  issued  or  issuable  pursuant  to  a  Subsequent  Financing
consummated  prior  to  the  sixtieth  (60th)  day  immediately  following  the
Effectiveness  Date  until  sixty (60) days after the Registration Statement has
been  declared  effective  by  the  Commission and (iii) use its best efforts to
cause  the  Registration Statement to be declared effective under the Securities
Act  (including  filing  with  the  Commission  a  request  for  acceleration of
effectiveness  in accordance with Rule 12dl-2 promulgated under the Exchange Act
within  five  (5) Business Days of the date that the Company is notified (orally
or  in  writing,  whichever  is  earlier)  by the Commission that a Registration
Statement  will  not be "reviewed," or not be subject to further review, as soon
as  practicable  after  the  filing  thereof,  but  in  any  event  prior to the
Effectiveness  Date,  and  to  keep  such  Registration  Statement  continuously
effective  under the Securities Act until such date as is the earlier of (x) the
date when all Registrable Securities covered by such Registration Statement have
been  sold  or  (y)  the  date  on  which the Registrable Securities may be sold
without  any restriction pursuant to Rule 144(k) as determined by the counsel to
the  Company  pursuant  to  a written opinion letter, addressed to the Company's
transfer  agent  to  such effect (the "Effectiveness Period").  If an additional
                                       --------------------
Registration  Statement  is  required  to  be filed because the actual number of
shares  of  Common  Stock  into  which  the  Debentures  are convertible and the
Warrants  are exercisable exceeds the number of shares of Common Stock initially
registered in respect of the Conversion Shares and the Warrant Shares based upon
the  computation  on  the  Closing  Date, the Company shall have forty-five (45)
Business  Days  to  file such additional Registration Statement, and the Company
shall use its best efforts to cause such additional Registration Statement to be
declared  effective by the Commission as soon as possible, but in no event later
than  ninety  (90)  days  after  filing.

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

          In  connection  with the Company's registration obligations hereunder,
the  Company  shall:

          (a)     Prepare and file with the Commission on or prior to the Filing
Date,  a  Registration  Statement  on  Form  S-3  (or if the Company is not then
eligible  to  register  for  resale  the Registrable Securities on Form S-3 such
registration  shall  be  on  another appropriate form in accordance herewith) in
accordance  with  the  method or methods of distribution thereof as specified by
the  Holders  (except  if  otherwise  directed  by  the  Holders), and cause the
Registration  Statement  to  become  effective  and remain effective as provided
herein;  provided,  however,  that not less than five (5) Business Days prior to
         --------   -------
the  filing  of  the  Registration  Statement  or  any related Prospectus or any
amendment  or  supplement  thereto  (including  any  document  that  would  be
incorporated therein by reference), the Company shall (i) furnish to the Holders
and  any  Special  Counsel,  copies  of all such documents proposed to be filed,
which  documents (other than those incorporated by reference) will be subject to
the review of such Holders and such Special Counsel, and (ii) cause its officers
and  directors,  counsel and independent certified public accountants to respond
to such inquiries as shall be necessary, in the reasonable opinion of counsel to
such  Holders,  to  conduct a reasonable investigation within the meaning of the
Securities  Act.  The  Company  shall not file the Registration Statement or any
such Prospectus or any amendments or supplements thereto to which the Holders of
a majority of the Registrable Securities or any Special Counsel shall reasonably


                                      -4-
<PAGE>
object  in  writing  within  three  (3)  Business Days of their receipt thereof.

          (b)     (i)  Prepare  and  file  with  the Commission such amendments,
including  post-effective  amendments,  to  the Registration Statement as may be
necessary  to  keep  the Registration Statement continuously effective as to the
applicable  Registrable  Securities for the Effectiveness Period and prepare and
file  with  the  Commission  such additional Registration Statements in order to
register  for resale under the Securities Act all of the Registrable Securities;
(ii)  cause the related Prospectus to be amended or supplemented by any required
Prospectus supplement, and as so supplemented or amended to be filed pursuant to
Rule  424  (or  any  similar  provisions  then  in  force) promulgated under the
Securities  Act;  (iii) respond as promptly as possible to any comments received
from  the Commission with respect to the Registration Statement or any amendment
thereto and as promptly as possible provide the Holders true and complete copies
of  all  correspondence  from and to the Commission relating to the Registration
Statement;  and  (iv) comply in all material respects with the provisions of the
Securities  Act  and  the  Exchange  Act  with respect to the disposition of all
Registrable  Securities  covered  by  the  Registration  Statement  during  the
applicable  period in accordance with the intended methods of disposition by the
Holders thereof set forth in the Registration Statement as so amended or in such
Prospectus  as  so  supplemented.

          (c)     Notify  the  Holders  of Registrable Securities to be sold and
any  Special  Counsel as promptly as possible (and, in the case of (i)(A) below,
not  less than five (5) days prior to such filing) and (if requested by any such
Person)  confirm  such  notice  in  writing  no  later than one (1) Business Day
following  the  day  (i)(A)  when  a  Prospectus or any Prospectus supplement or
post-effective  amendment to the Registration Statement is proposed to be filed;
(B) when the Commission notifies the Company whether there will be a "review" of
such  Registration  Statement and whenever the Commission comments in writing on
such  Registration  Statement and (C) with respect to the 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 the Registration Statement or Prospectus or for
additional  information;  (iii)  of  the  issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement covering any or
all  of the Registrable Securities or the initiation of any Proceedings for that
purpose;  (iv)  if  at any time any of the representations and warranties of the
Company  contained  in  any  agreement contemplated hereby ceases to be true and
correct  in  all  material  respects;  (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 occurrence of any event that makes any statement made
in  the  Registration  Statement  or  Prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect or
that  requires  any revisions to the Registration Statement, Prospectus or other
documents  so that, in the case of the Registration Statement or the Prospectus,
as  the case may be, 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, in the light of the circumstances under which they
were  made,  not  misleading.


                                      -5-
<PAGE>
          (d)     Use  its best efforts to avoid the issuance of, or, if issued,
obtain  the  withdrawal  of,  (i)  any order suspending the effectiveness of the
Registration Statement or (ii) any suspension of the qualification (or exemption
from  qualification)  of  any  of  the  Registrable  Securities  for sale in any
jurisdiction,  at  the  earliest  practicable  moment.

          (e)     If  requested  by the Holders of a majority in interest of the
Registrable  Securities,  (i) promptly incorporate in a Prospectus supplement or
post-effective  amendment  to the Registration Statement such information as the
Company  reasonably agrees should be included therein and (ii) make all required
filings  of  such Prospectus supplement or such post-effective amendment as soon
as  practicable after the Company has received notification of the matters to be
incorporated  in  such  Prospectus  supplement  or  post-effective  amendment.

          (f)     Furnish  to  each  Holder  and  any  Special  Counsel, without
charge,  at  least  one  conformed  copy of each Registration Statement and each
amendment  thereto,  including financial statements and schedules, all documents
incorporated or deemed to be incorporated therein by reference, and all exhibits
to  the extent requested by such Person (including those previously furnished or
incorporated  by reference) promptly after the filing of such documents with the
Commission.

          (g)     Promptly  deliver  to  each  Holder  and  any Special Counsel,
without charge, as many copies of the Prospectus or Prospectuses (including each
form of prospectus) and each amendment or supplement thereto as such Persons may
reasonably  request;  and  the  Company  hereby  consents  to  the  use  of such
Prospectus  and  each  amendment  or  supplement  thereto by each of the selling
Holders  in  connection with the offering and sale of the Registrable Securities
covered  by  such  Prospectus  and  any  amendment  or  supplement  thereto.

          (h)     Prior  to  any  public offering of Registrable Securities, use
its  best  efforts  to register or qualify or cooperate with the selling Holders
and any Special Counsel in connection with the registration or qualification (or
exemption  from  such  registration  or  qualification)  of  such  Registrable
Securities  for  offer  and  sale  under the securities or Blue Sky laws of such
jurisdictions  within  the  United  States as any Holder requests in writing, to
keep  each such registration or qualification (or exemption therefrom) effective
during  the  Effectiveness  Period  and  to  do any and all other acts or things
necessary  or  advisable  to enable the disposition in such jurisdictions of the
Registrable  Securities  covered by a Registration Statement; provided, however,
                                                              --------  -------
that  the  Company  shall not be required to qualify generally to do business in
any  jurisdiction  where  it is not then so qualified or to take any action that
would subject it to general service of process in any such jurisdiction where it
is  not  then  so subject or subject the Company to any material tax in any such
jurisdiction  where  it  is  not  then  so  subject.

          (i)     Cooperate  with  the  Holders  to  facilitate  the  timely
preparation  and delivery of certificates representing Registrable Securities to
be  sold  pursuant to a Registration Statement, which certificates shall be free
of  all  restrictive legends, and to enable such Registrable Securities to be in
such  denominations  and  registered  in such names as any Holder may request at
least  two  (2)  Business  Days  prior  to  any  sale of Registrable Securities.


                                      -6-
<PAGE>
          (j)     Upon  the  occurrence  of  any  event  contemplated by Section
3(c)(vi),  as promptly as possible, prepare a supplement or amendment, including
a post-effective amendment, to the Registration Statement or a supplement to the
related  Prospectus  or  any  document incorporated or deemed to be incorporated
therein  by  reference,  and  file  any  other  required  document  so  that, as
thereafter  delivered,  neither  the  Registration Statement nor such Prospectus
will  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  the  light  of the circumstances under which they were made, not misleading.

          (k)     Use  its  best  efforts  to  cause  all Registrable Securities
relating  to  such  Registration  Statement  to  be listed on the American Stock
Exchange,  The Nasdaq Small Cap Market, The Nasdaq SmallCap Market, OTC Bulletin
Board  and any other securities exchange, quotation system or market, if any, on
which  similar  securities  issued  by  the  Company are then listed as and when
required  pursuant  to  the  Purchase  Agreement.

          (l)     Comply  in all material respects with all applicable rules and
regulations  of  the  Commission  and  make  generally available to its security
holders  earning  statements  satisfying  the provisions of Section 11(a) of the
Securities Act and Rule 158 not later than 45 days after the end of any 12-month
period  (or  90  days  after  the end of any 12-month period if such period is a
fiscal  year)  commencing  on  the  first day of the first fiscal quarter of the
Company  after the effective date of the Registration Statement, which statement
shall  conform  to  the  requirements  of  Rule  158.

          (m)     The  Company may require each selling Holder to furnish to the
Company  information  regarding  such  Holder  and  the  distribution  of  such
Registrable Securities as is required by law to be disclosed in the Registration
Statement,  and  the  Company may exclude from such registration the Registrable
Securities of any such Holder who unreasonably fails to furnish such information
within  a  reasonable  time  after  receiving  such  request.

          If  the  Registration  Statement  refers  to  any  Holder  by  name or
otherwise as the holder of any securities of the Company, then such Holder shall
have the right to require (if such reference to such Holder by name or otherwise
is  not  required  by  the Securities Act or any similar federal statute then in
force)  the  deletion  of  the  reference  to  such  Holder  in any amendment or
supplement  to  the  Registration  Statement filed or prepared subsequent to the
time  that  such  reference  ceases  to  be  required.

          Each  Holder  covenants  and  agrees  that  (i)  it  will not sell any
Registrable  Securities  under  the Registration Statement until it has received
copies  of  the  Prospectus  as  then amended or supplemented as contemplated in
Section  3(g)  and  notice from the Company that such Registration Statement and
any  post-effective  amendments thereto have become effective as contemplated by
Section 3(c) and (ii) it and its officers, directors or Affiliates, if any, will
comply  with  the  prospectus  delivery  requirements  of  the Securities Act as
applicable  to  them in connection with sales of Registrable Securities pursuant
to  the  Registration  Statement.

          Each  Holder  agrees by its acquisition of such Registrable Securities
that,  upon  receipt of a notice from the Company of the occurrence of any event


                                      -7-
<PAGE>
of  the  kind  described  in  Section  3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v) or
3(c)(vi), such Holder will forthwith discontinue disposition of such Registrable
Securities  under  the Registration Statement until such Holder's receipt of the
copies  of  the  supplemented  Prospectus  and/or amended Registration Statement
contemplated  by  Section 3(j), or until it is advised in writing (the "Advice")
                                                                        ------
by the Company that the use of the applicable Prospectus may be resumed, and, in
either  case, has received copies of any additional or supplemental filings that
are incorporated or deemed to be incorporated by reference in such Prospectus or
Registration  Statement.

          (n)     If  (i) there is material non-public information regarding the
Company  which  the  Company's  Board  of  Directors  (the  "Board")  reasonably
                                                             -----
determines  not  to  be in the Company's best interest to disclose and which the
Company  is  not  otherwise required to disclose, or (ii) there is a significant
business  opportunity  (including,  but  not  limited  to,  the  acquisition  or
disposition  of  assets  (other  than in the ordinary course of business) or any
merger,  consolidation,  tender offer or other similar transaction) available to
the  Company  which  the  Board reasonably determines not to be in the Company's
best  interest  to  disclose, then the Company may postpone or suspend filing or
effectiveness  of  a  registration  statement  for  a  period  not  to exceed 20
consecutive  days,  provided  that  the  Company may not postpone or suspend its
obligation under this Section 3(n) for more than 45 days in the aggregate during
any  12 month period; provided, however, that no such postponement or suspension
                      --------  -------
shall  be  permitted for consecutive 20 day periods, arising out of the same set
of  facts,  circumstances  or  transactions.

     4.    Registration  Expenses.
           ----------------------

          All  fees  and  expenses  incident to the performance of or compliance
with  this  Agreement  by  the Company, except as and to the extent specified in
Section  4,  shall  be  borne  by  the  Company  whether or not the Registration
Statement  is  filed  or  becomes  effective  and whether or not any Registrable
Securities  are  sold  pursuant  to  the  Registration  Statement.  The fees and
expenses  referred  to  in  the  foregoing  sentence  shall  include,  without
limitation, (i) all registration and filing fees (including, without limitation,
fees  and  expenses  (A)  with  respect  to filings required to be made with the
American  Stock  Exchange, The Nasdaq Small Cap Market and each other securities
exchange  or market on which Registrable Securities are required hereunder to be
listed,  (B)  with  respect  to  filings  required to be made with the Small Cap
Association of Securities Dealers, Inc. and the NASD Regulation, Inc. and (C) in
compliance  with  state  securities  or  Blue  Sky  laws  (including,  without
limitation, fees and disbursements of counsel for the Holders in connection with
Blue  Sky  qualifications of the Registrable Securities and determination of the
eligibility  of the Registrable Securities for investment under the laws of such
jurisdictions  as  the  Holders  of  a  majority  of  Registrable Securities may
designate)),  (ii) printing expenses (including, without limitation, expenses of
printing certificates for Registrable Securities and of printing prospectuses if
the  printing  of  prospectuses is requested by the holders of a majority of the
Registrable Securities included in the Registration Statement), (iii) messenger,
telephone and delivery expenses, (iv) Securities Act liability insurance, if the
Company  so  desires  such  insurance,  and  (v)  fees and expenses of all other
Persons  retained  by  the  Company  in  connection with the consummation of the
transactions  contemplated  by this Agreement, including, without limitation, he
Company's  independent public accountants (including the expenses of any comfort
letters  or costs associated with the delivery by independent public accountants
of  a  comfort  letter  or  comfort letters).  In addition, the Company shall be


                                      -8-
<PAGE>
responsible  for  all  of  its internal expenses incurred in connection with the
consummation  of  the  transactions  contemplated  by this Agreement (including,
without  limitation,  all  salaries  and  expenses of its officers and employees
performing  legal  or  accounting  duties), the expense of any annual audit, the
fees  and  expenses  incurred  in connection with the listing of the Registrable
Securities  on  any  securities  exchange  as  required  hereunder.

     5.    Indemnification.
           ---------------

          (a)     Indemnification  by  the  Company.  The  Company  shall,
                  ---------------------------------
notwithstanding  any  termination of this Agreement, indemnify and hold harmless
each  Holder,  the  officers,  directors, agents, brokers (including brokers who
offer  and  sell  Registrable Securities as principal as a result of a pledge or
any failure to perform under a margin call of Common Stock), investment advisors
and  employees of each of them, each Person who controls any such Holder (within
the  meaning  of  Section 15 of the Securities Act or Section 20 of the Exchange
Act)  and the officers, directors, agents and employees of each such controlling
Person,  to the fullest extent permitted by applicable law, from and against any
and  all  losses,  claims,  damages,  liabilities,  costs  (including,  without
limitation,  costs  of  preparation  and  attorneys'  fees)  and  expenses
(collectively, "Losses"), as incurred, asserted by a third party and arising out
                ------
of  or  relating  to  any  untrue or alleged untrue statement of a material fact
contained  in  the  Registration  Statement,  any  Prospectus  or  any  form  of
prospectus  or  in  any  amendment  or  supplement thereto or in any preliminary
prospectus, or arising out of or relating to any omission or alleged omission of
a  material  fact  required  to  be  stated  therein  or  necessary  to make the
statements  therein  (in  the  case  of  any Prospectus or form of prospectus or
supplement  thereto,  in  the  light  of the circumstances under which they were
made)  not  misleading,  except to the extent, but only to the extent, that such
untrue  statements or omissions are based solely upon information regarding such
Holder  or  such  other Indemnified Party furnished in writing to the Company by
such  Holder  expressly for use therein, which information was reasonably relied
on by the Company for use therein or to the extent that such information relates
to  such  Holder or such Holder's proposed method of distribution of Registrable
Securities  and  was  reviewed  and expressly approved in writing by such Holder
expressly for use in the Registration Statement, such Prospectus or such form of
Prospectus  or in any amendment or supplement thereto.  The Company shall notify
the  Holders  promptly of the institution, threat or assertion of any Proceeding
of  which  the Company is aware in connection with the transactions contemplated
by  this  Agreement.

          (b)     Indemnification  by Holders.  Each Holder shall, severally and
                  ---------------------------
not  jointly,  indemnify and hold harmless the Company, the directors, officers,
agents  and  employees, each Person who controls the Company (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors,  officers,  agents  or  employees of such controlling Persons, to the
fullest  extent  permitted  by  applicable  law, from and against all Losses (as
determined  by a court of competent jurisdiction in a final judgment not subject
to  appeal or review), as incurred, asserted by a third party and arising solely
out of or based solely upon any untrue or alleged untrue statement of a material
fact  contained  in  the  Registration Statement, any Prospectus, or any form of
prospectus,  or  arising  solely  out  of or based solely upon any omission of a
material  fact required to be stated therein or necessary to make the statements


                                      -9-
<PAGE>
therein  (in  the  case  of  any  Prospectus or form of prospectus or supplement
thereto,  in  the  light  of  the  circumstances under which they were made) not
misleading, to the extent, but only to the extent, that such untrue statement or
omission  is contained in any information so furnished in writing by such Holder
or  other  Indemnified  Party  to  the Company specifically for inclusion in the
Registration  Statement  or  such  Prospectus  and  that  such  information  was
reasonably  relied  upon  by  the Company for use in the Registration Statement,
such  Prospectus  or  such  form  of  prospectus  or  to  the  extent  that such
information  relates  to  such  Holder  or  such  Holder's  proposed  method  of
distribution  of  Registrable Securities and was reviewed and expressly approved
in  writing by such Holder expressly for use in the Registration Statement, such
Prospectus  or  such form of Prospectus.  Notwithstanding anything herein to the
contrary,  in no event shall the liability of any Holder hereunder be greater in
amount  than  the dollar amount of the net proceeds received by such Holder upon
the  sale  of  the  Registrable  Securities  giving rise to such indemnification
obligation.

          (c)     Conduct  of  Indemnification  Proceedings.  If  any Proceeding
                  -----------------------------------------
shall  be brought or asserted against any Person entitled to indemnity hereunder
(an  "Indemnified  Party"),  such  Indemnified  Party  promptly shall notify the
      ------------------
Person  from  whom indemnity is sought (the "Indemnifying Party) in writing, and
                                             ------------------
the  Indemnifying  Party  shall  assume  the  defense  thereof,  including  the
employment  of  counsel reasonably satisfactory to the Indemnified Party and the
payment  of  all  fees and expenses incurred in connection with defense thereof;
provided,  that  the  failure of any Indemnified Party to give such notice shall
not relieve the Indemnifying Party of its obligations or liabilities pursuant to
this  Agreement,  except  (and  only)  to  the  extent  that it shall be finally
determined  by  a  court  of  competent jurisdiction (which determination is not
subject  to  appeal  or further review) that such failure shall have proximately
and  materially  adversely  prejudiced  the  Indemnifying  Party.

          An  Indemnified  Party shall have the right to employ separate counsel
in  any  such Proceeding and to participate in the defense thereof, but the fees
and  expenses  of such counsel shall be at the expense of such Indemnified Party
or  Parties unless: (1) the Indemnifying Party has agreed in writing to pay such
fees  and  expenses; or (2) the Indemnifying Party shall have failed promptly to
assume  the  defense  of  such  Proceeding  and  to  employ  counsel  reasonably
satisfactory  to such Indemnified Party in any such Proceeding; or (3) the named
parties  to  any  such Proceeding (including any impleaded parties) include both
such  Indemnified  Party  and the Indemnifying Party, and such Indemnified Party
shall  have been advised by counsel (which shall be reasonably acceptable to the
Indemnifying  Party)  that a conflict of interest is likely to exist if the same
counsel  were to represent such Indemnified Party and the Indemnifying Party (in
which case, if such Indemnified Party notifies the Indemnifying Party in writing
that  it  elects  to  employ separate counsel at the expense of the Indemnifying
Party,  the  Indemnifying  Party  shall not have the right to assume the defense
thereof  and  such  counsel  shall be at the expense of the Indemnifying Party).
The  Indemnifying  Party  shall  not  be  liable  for any settlement of any such
Proceeding  effected  without  its  written  consent, which consent shall not be
unreasonably  withheld  or  delayed.  No  Indemnifying  Party shall, without the
prior  written  consent  of  the Indemnified Party, effect any settlement of any
pending  Proceeding in respect of which any Indemnified Party is a party, unless
such settlement includes an unconditional release of such Indemnified Party from
all  liability  on  claims  that  are  the  subject  matter  of such Proceeding.

          All  fees  and expenses of the Indemnified Party (including reasonable
fees  and  expenses  to  the extent incurred in connection with investigating or
preparing  to  defend  such  Proceeding  in  a manner not inconsistent with this


                                      -10-
<PAGE>
Section)  shall  be  paid to the Indemnified Party, as incurred, within ten (10)
Business Days of written notice thereof to the Indemnifying Party (regardless of
whether it is ultimately determined that an Indemnified Party is not entitled to
indemnification  hereunder;  provided,  that  the Indemnifying Party may require
such  Indemnified  Party to undertake to reimburse all such fees and expenses to
the  extent  it  is finally judicially determined that such Indemnified Party is
not  entitled  to  indemnification  hereunder).

          (d)     Contribution.  If  a  claim  for indemnification under Section
                  ------------
5(a)  or  5(b)  is  unavailable  to an Indemnified Party because of a failure or
refusal  of  a  governmental  authority  to  enforce  such  indemnification  in
accordance  with  its terms (by reason of public policy or otherwise), then each
Indemnifying  Party,  in  lieu  of  indemnifying  such  Indemnified Party, shall
contribute  to  the amount paid or payable by such Indemnified Party as a result
of  such  Losses,  in  such proportion as is appropriate to reflect the relative
fault  of  the  Indemnifying  Party and Indemnified Party in connection with the
actions,  statements  or  omissions  that resulted in such Losses as well as any
other  relevant  equitable  considerations.  The  relative  fault  of  such
Indemnifying  Party  and  Indemnified Party shall be determined by reference to,
among  other  things,  whether  any  action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission of a
material fact, has been taken or made by, or relates to information supplied by,
such Indemnifying, Party or Indemnified Party, and the parties' relative intent,
knowledge,  access  to  information  and  opportunity to correct or prevent such
action,  statement  or  omission.  The  amount  paid  or payable by a party as a
result  of any Losses shall be deemed to include, subject to the limitations set
forth  in  Section  5(c),  any reasonable attorneys' or other reasonable fees or
expenses  incurred by such party in connection with any Proceeding to the extent
such  party  would  have  been  indemnified  for  such  fees  or expenses if the
indemnification  provided  for  in  this  Section was available to such party in
accordance  with  its  terms.

          The  parties  hereto  agree that it would not be just and equitable if
contribution  pursuant  to  this  Section  5(d)  were  determined  by  pro  rata
allocation  or by any other method of allocation that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
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.

          The  indemnity  and  contribution agreements contained in this Section
are  in  addition to any liability that the Indemnifying Parties may have to the
Indemnified  Parties

     6.   Rule  144.
          ---------

          As  long  as  any  Holder  owns Shares, Conversion Shares, Warrants or
Warrant  Shares,  the  Company covenants to timely file (or obtain extensions in
respect  thereof  and  file  within  the  applicable  grace  period) all reports
required  to  be  filed by the Company after the date hereof pursuant to Section
13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true


                                      -11-
<PAGE>
and  complete  copies  of  all such filings.  As long as any Holder owns Shares,
Conversion Shares, Warrants or Warrant Shares, if the Company is not required to
file  reports  pursuant  to  Section 13(a) or 15(d) of the Exchange Act, it will
prepare  and  furnish  to  the Holders and make publicly available in accordance
with  Rule  144(c)  promulgated  under  the  Securities Act annual and quarterly
financial  statements, together with a discussion and analysis of such financial
statements  in  form  and  substance  substantially  similar to those that would
otherwise  be  required  to  be included in reports required by Section 13(a) or
15(d) of the Exchange Act, as well as any other information required thereby, in
the  time  period  that  such filings would have been required to have been made
under  the  Exchange  Act.  The Company further covenants that it will take such
further  action as any Holder may reasonably request, all to the extent required
from  time  to  time to enable such Person to sell Conversion Shares and Warrant
Shares  without  registration  under the Securities Act within the limitation of
the  exemptions  provided  by  Rule  144  promulgated  under the Securities Act,
including  providing  any  legal opinions relating to such sale pursuant to Rule
144.  Upon the request of any Holder, the Company shall deliver to such Holder a
written certification of a duly authorized officer as to whether it has complied
with  such  requirements.

     7.     Miscellaneous.
            -------------

          (a)     Remedies.  In  the  event  of  a breach by the Company or by a
                  --------
Holder,  of  any  of  their obligations under this Agreement, each Holder or the
Company,  as  the  case  may  be,  in addition to being entitled to exercise all
rights  granted  by law and under this Agreement, including recovery of damages,
will  be  entitled  to  specific performance of its rights under this Agreement.
The  Company  and  each  Holder  agree  that  monetary damages would not provide
adequate compensation for any losses incurred by reason of a breach by it of any
of the provisions of this Agreement and hereby further agrees that, in the event
of any action for specific performance in respect of such breach, it shall waive
the  defense  that  a  remedy  at  law  would  be  adequate.

          (b)     No  Inconsistent  Agreements.  Neither  the Company nor any of
                  ----------------------------
its  subsidiaries  has,  as  of  the  date  hereof entered into and currently in
effect,  nor  shall the Company or any of its subsidiaries, on or after the date
of  this Agreement, enter into any agreement with respect to its securities that
is  inconsistent  with  the  rights  granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof.  Except as disclosed in Schedule
                                                                        --------
2.1(c)  of  the  Purchase  Agreement,  neither  the  Company  nor  any  of  its
------
subsidiaries  has  previously  entered  into  any  agreement currently in effect
granting  any  registration  rights with respect to any of its securities to any
Person.  Without  limiting  the generality of the foregoing, without the written
consent  of  the  Holders  of  a  majority  of  the then outstanding 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 in all respects to the prior rights in


                                      -12-
<PAGE>
full of the Holders set forth herein, and are not otherwise in conflict with the
provisions  of  this  Agreement.

          (c)     No Piggyback on Registrations.  Neither the Company nor any of
                  -----------------------------
its security holders (other than the Holders in such capacity pursuant hereto or
as  disclosed  in  Schedule  2.1(c)  of  the  Purchase  Agreement)  may  include
                   ----------------
securities  of  the Company in the Registration Statement, and the Company shall
not  after  the date hereof enter into any agreement providing such right to any
of  its  securityholders, unless the right so granted is subject in all respects
to  the  prior  rights  in  full  of  the  Holders  set forth herein, and is not
otherwise  in  conflict  with  the  provisions  of  this  Agreement.

          (d)     Piggy-Back Registrations.  If at any time when there is not an
                  ------------------------
effective  Registration Statement covering (i) Conversion Shares or (ii) Warrant
Shares,  the  Company  shall determine to prepare and file with the Commission a
registration  statement  relating  to  an  offering  for  its own account or the
account  of  others  under  the  Securities Act of any of its equity securities,
other  than  on  Form  S-4 or Form S-8 (each as promulgated under the Securities
Act) or their then equivalents relating to equity securities to be issued solely
in  connection  with  any  acquisition  of  any  entity  or  business  or equity
securities  issuable  in  connection with stock option or other employee benefit
plans,  the  Company shall send to each holder of Registrable Securities written
notice  of  such  determination and, if within thirty (30) days after receipt of
such  notice,  any such holder shall so request in writing, (which request shall
specify the Registrable Securities intended to be disposed of by the Purchaser),
the  Company  will  cause  the  registration  under  the  Securities  Act of all
Registrable  Securities  which  the Company has been so requested to register by
the holder, to the extent requisite to permit the disposition of the Registrable
Securities  so  to  be  registered,  provided  that  if at any time after giving
written  notice  of  its  intention  to register any securities and prior to the
effective  date  of  the  registration  statement  filed in connection with such
registration,  the  Company shall determine for any reason not to register or to
delay  registration  of  such securities, the Company may, at its election, give
written  notice  of such determination to such holder and, thereupon, (i) in the
case  of a determination not to register, shall be relieved of its obligation to
register  any  Registrable  Securities in connection with such registration (but
not  from  its  obligation to pay expenses in accordance with Section 4 hereof),
and (ii) in the case of a determination to delay registering, shall be permitted
to  delay  registering  any  Registrable Securities being registered pursuant to
this  Section  7(d)  for  the same period as the delay in registering such other
securities.  The Company shall include in such registration statement all or any
part  of  such  Registrable  Securities  such  holder requests to be registered;
provided,  however,  that  the  Company  shall  not  be required to register any
--------   -------
Registrable  Securities pursuant to this Section 7(d) that are eligible for sale
pursuant  to  Rule 144(k) of the Securities Act.  In the case of an underwritten
public  offering,  if  the  managing  underwriter(s)  or  underwriter(s)  should
reasonably  object  to  the  inclusion  of  the  Registrable  Securities in such
registration statement, then if the Company after consultation with the managing
underwriter  should  reasonably determine that the inclusion of such Registrable
Securities,  would materially adversely affect the offering contemplated in such
registration  statement, and based on such determination recommends inclusion in
such  registration  statement  of fewer or none of the Registrable Securities of
the  Holders,  then  (x)  the  number  of  Registrable Securities of the Holders
included  in  such  registration  statement shall be reduced pro-rata among such
Holders  (based  upon  the  number  of  Registrable  Securities  requested to be
included  in  the  registration),  if  the  Company  after consultation with the
underwriter(s)  recommends the inclusion of fewer Registrable Securities, or (y)
none  of  the  Registrable  Securities  of the Holders shall be included in such
registration  statement,  if  the  Company  after  consultation  with  the
underwriter(s)  recommends the inclusion of none of such Registrable Securities;
provided, however, that if Securities are being offered for the account of other
--------  -------
persons or entities as well as the Company, such reduction shall not represent a
greater  fraction of the number of Registrable Securities intended to be offered
by  the  Holders  than  the fraction of similar reductions imposed on such other
persons  or  entities  (other  than  the  Company).


                                      -13-
<PAGE>
          (e)     Failure  to File Registration Statement and Other Events.  The
                  --------------------------------------------------------
Company  and  the  Purchaser  agree  that the Holders will suffer damages if the
Registration  Statement  is  not  filed  on  or prior to the Filing Date and not
declared  effective  by the Commission on or prior to the Effectiveness Date and
maintained in the manner contemplated herein during the Effectiveness Time or if
certain  other  events occur.  The Company and the Holders further agree that it
would  not  be  feasible to ascertain the extent of such damages with precision.
Accordingly,  if  (A) the Registration Statement is not filed on or prior to the
Filing  Date,  or is not declared effective by the Commission on or prior to the
Effectiveness  Date  (or  in  the  event an additional Registration Statement is
filed  because  the  actual  number  of  shares  of  Common Stock into which the
Debentures  are  convertible and the Warrants are exercisable exceeds the number
of  shares  of  Common  Stock  initially  registered  is  not filed and declared
effective  with  the  time  periods  set forth in Section 2), or (B) the Company
fails  to file with the Commission a request for acceleration in accordance with
Rule  12dl-2 promulgated under the Exchange Act within five (5) Business Days of
the  date  that  the  Company  is  notified  (orally or in writing, whichever is
earlier) by the Commission that a Registration Statement will not be "reviewed,"
or  not  subject  to  further review, or (C) the Registration Statement is filed
with  and  declared  effective  by  the  Commission  but thereafter ceases to be
effective  as  to all Registrable Securities at any time prior to the expiration
of the Effectiveness Period, without being succeeded immediately by a subsequent
Registration  Statement  filed with and declared effective by the Commission, or
(D)  trading  in  the  Common Stock shall be suspended or if the Common Stock is
delisted  from  the New York Stock Exchange, American Stock Exchange, The Nasdaq
National  Market,  The Nasdaq Small-Cap Market or the OTC Bulletin Board for any
reason for more than three Business Days in the aggregate, or (E) the conversion
rights  of the Holders are suspended for any reason, or (F) the Company breaches
in  a  material respect any covenant or other material term or condition to this
Agreement,  the  Purchase  Agreement  (other  than  a representation or warranty
contained  therein)  or  any  other  agreement,  document,  certificate or other
instrument delivered in connection with the transactions contemplated hereby and
thereby,  and  such  breach  continues for a period of thirty days after written
notice thereof to the Company, or (G) the Company has breached Section 3(n) (any
such  failure  or  breach  being  referred to as an "Event," and for purposes of
                                                     -----
clauses  (A)  and  (E)  the  date on which such Event occurs, or for purposes of
clause  (B)  the date on which such five day period is exceeded, or for purposes
of  clause  (C) after more than fifteen Business Days, or for purposes of clause
(D)  the date on which such three Business Day period is exceeded, or for clause
(F)  the  date on which such thirty day period is exceeded, being referred to as
"Event  Date"), the Company shall pay, at the option of the Holder, an amount in
 -----------
cash or shares of Common Stock, as liquidated damages to each Holder equal to 2%
for  the  first  thirty-day  period  and  3% per thirty-day period thereafter or
portion  thereof  of  the principal amount of the Debentures held by such Holder
plus  the  principal  amount  of  any Debentures that have been converted to the
extent  any  of  the Conversion Shares issued upon such conversion have not been
sold from the Event Date until the applicable Event is cured; provided, however,
                                                              --------  -------
that notwithstanding anything contained in this Section 7(e) to the contrary, no
liquidated  damages shall be payable to the Holder as a result of any Event with
respect  only  to  the Warrant or the Warrant Shares and not with respect to the
Debenture  or  the  Conversion  Shares.  Payments  to  be  made pursuant to this
Section  7(e)  shall  be  due and payable immediately upon demand in immediately
available  funds.   If  the  Holder elects to be paid in shares of Common Stock,


                                      -14-
<PAGE>
the  number  of  such  shares  of  Common Stock shall be based on the liquidated
damage  amount  divided  by  the  Conversion Rate (as defined in the Debenture).

          (f)     Amendments  and  Waivers.  The  provisions  of this Agreement,
                  ------------------------
including  the  provisions  of  this  sentence,  may not be amended, modified or
supplemented,  and  waivers or consents to departures from the provisions hereof
may  not be given, unless the same shall be in writing and signed by the Company
and  each of the Holders.  Notwithstanding the foregoing, a waiver or consent to
depart  from  the  provisions  hereof  with  respect  to  a  matter that relates
exclusively  to  the  rights of Holders and that does not directly or indirectly
affect  the  rights  of  other  Holders  may  be  given by Holders of at least a
majority  of the Registrable Securities to which such waiver or consent relates;
provided,  however,  that  the  provisions  of this sentence may not be amended,
--------   -------
modified,  or  supplemented  except  in  accordance  with  the provisions of the
immediately  preceding  sentence.

          (g)     Notices.  Any  and  all  notices  or  other  communications or
                  -------
deliveries  required  or  permitted to be provided hereunder shall be in writing
and  shall  be  deemed  given  and  effective  on the earlier of (i) the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  telephone  number  specified  for notice prior to 5:00 p.m., New York
City  time,  on  a  Business  Day,  (ii)  the  Business  Day  after  the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  telephone  number specified for notice later than 5:00 p.m., New York
City  time, on any date and earlier than 11:59 p.m., New York City time, on such
date,  (iii)  the  Business  Day  following  the  date  of  mailing,  if sent by
nationally  recognized  overnight  courier service or (iv) actual receipt by the
party  to  whom  such  notice  is  required to be given.  The addresses for such
communications  shall  be  with  respect to each Holder at its address set forth
under  its  name  on Schedule 1 attached hereto, or with respect to the Company,
                     ----------
addressed to:

                    Appiant Technologies, Inc.
                    6663  Owens  Drive
                    Pleastanton,  California  94588
                    Attention:  Chief  Financial  Officer
                    Telecopier: (925)  847-3806
                    Telephone:  (925)  251-3200

or to such other address or addresses or facsimile number or numbers as any such
party  may  most recently have designated in writing to the other parties hereto
by  such  notice.  Copies  of notices to the Company shall be sent to Morrison &
Foerster  LLP,  755  Page  Mill Road, Palo Alto, CA 94304, Attention: Stephen J.
Schrader:  Telecopier:  (650)  494-0792.

          (h)     Successors  and Assigns.  This Agreement shall be binding upon
                  -----------------------
and  inure  to  the  benefit  of  the parties and their successors and permitted
assigns  and  shall  inure  to the benefit of each Holder and its successors and
assigns.  The  Company  may  not  assign  this Agreement or any of its rights or
obligations  hereunder  without  the prior written consent of each Holder.  Each
Purchaser  may  assign  its rights hereunder in the manner and to the Persons as
permitted  under  the  Purchase  Agreement.


                                      -15-
<PAGE>
          (i)     Assignment  of Registration Rights.  The rights of each Holder
                  ----------------------------------
hereunder,  including  the  right  to  have  the  Company  register  for  resale
Registrable  Securities in accordance with the terms of this Agreement, shall be
automatically  assignable  by each Holder to any Affiliate of such Holder or any
other  Holder  or  Affiliate  of  any  other  Holder  of all or a portion of the
Debentures  or  the Registrable Securities if:  (i) the Holder agrees in writing
with  the  transferee  or  assignee  to  assign  such rights, and a copy of such
agreement  is  furnished  to  the  Company  within  a reasonable time after such
assignment, (ii) the Company is, within a reasonable time after such transfer or
assignment,  furnished  with  written notice of (a) the name and address of such
transferee  or  assignee,  and  (b)  the  securities  with respect to which such
registration  rights  are  being  transferred  or assigned, (iii) following such
transfer  or  assignment  the  further  disposition  of  such  securities by the
transferee  or  assignees  is restricted under the Securities Act and applicable
state  securities  laws,  (iv)  at  or  before the time the Company receives the
written  notice  contemplated  by clause (ii) of this Section, the transferee or
assignee agrees in writing with the Company to be bound by all of the provisions
of this Agreement, (v) such transfer shall have been made in accordance with the
applicable  requirements  of  the  Purchase Agreement, and (vi) at least 100,000
shares of Registrable Securities (appropriately adjusted for any stock dividend,
split  or  combination  of  the  Common  Stock)  are  being  transferred to such
transferee  or  assignee  in  connection  with  such  assignment  of rights.  In
addition, each Holder shall have the right to assign its rights hereunder to any
other  Person with the prior written consent of the Company, which consent shall
not  be  unreasonably  withheld.  The  rights  to  assignment shall apply to the
Holders  (and  to  subsequent)  successors  and  assigns.

          (j)     Counterparts.  This Agreement may be executed in any number of
                  ------------
counterparts,  each  of which when so executed shall be deemed to be an original
and,  all  of  which taken together shall constitute one and the same Agreement.
In  the  event  that  any signature is delivered by facsimile transmission, such
signature  shall create a valid binding obligation of the party executing (or on
whose behalf such signature is executed) the same with the same force and effect
as  if  such  facsimile  signature  were  the  original  thereof.

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

          (l)     Cumulative  Remedies.  The  remedies  provided  herein  are
                  --------------------
cumulative  and  not  exclusive  of  any  remedies  provided  by  law.

          (m)     Severability.  If any term, provision, covenant or restriction
                  ------------
of  this  Agreement is held to be invalid, illegal, void or unenforceable in any
respect,  the remainder of the terms, provisions, covenants and restrictions set
forth  herein  shall  remain  in  full  force  and effect and shall in no way be
affected,  impaired  or  invalidated,  and  the  parties  hereto shall use their
reasonable  efforts  to find and employ an alternative means to achieve the same
or  substantially  the same result as that contemplated by such term, provision,
covenant  or  restriction.  It  is  hereby  stipulated  and  declared  to be the
intention  of  the  parties  that  they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter  declared  invalid,  illegal,  void  or  unenforceable.


                                      -16-
<PAGE>
          (n)     Headings.  The  headings  herein  are for convenience only, do
                  --------
not  constitute  a  part  of  this Agreement and shall not be deemed to limit or
affect  any  of  the  provisions  hereof.

          (o)     Shares  Held  by  the Company and its Affiliates. Whenever the
                  ------------------------------------------------
consent  or  approval  of  Holders  of  a  specified  percentage  of Registrable
Securities  is required hereunder, Registrable Securities held by the Company or
its  Affiliates  (other  than any Holder or transferees or successors or assigns
thereof  if  such  Holder  is  deemed to be an Affiliate solely by reason of its
holdings  of  such  Registrable  Securities) shall not be counted in determining
whether  such  consent  or  approval  was  given by the Holders of such required
percentage.

     IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement  to  be duly executed by their respective authorized persons as of the
date  first  indicated  above.

                                APPIANT TECHNOLOGIES, INC.



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



                                [INVESTOR]



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



                                [INVESTOR]



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


                                      -17-
<PAGE>