<PAGE>

               AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

                            DATED AS OF AUGUST , 2001

                                     BETWEEN

                           5B TECHNOLOGIES CORPORATION
         A CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF DELAWARE

                                       AND

                          CONNECTICUT BANK OF COMMERCE
     A COMMERCIAL BANK ORGANIZED UNDER THE LAWS OF THE STATE OF CONNECTICUT




<PAGE>




                                Table of Contents

                                                                         Page


Preamble..................................................................1
Recitals..................................................................1
Agreement.................................................................1
Section 1.  Required Registration.........................................1
Section 2.  Demand Registration Rights....................................2
Section 3.  Piggy-Back Registration Rights................................4
Section 4.  Registration on Form S-3......................................5
Section 5.  Registration Provisions.......................................6
Section 6.  Blackout Provisions..........................................11
Section 7.  Expenses.....................................................12
Section 8.  Indemnification..............................................13
Section 9.  Transfer Restrictions........................................16
Section 10.  Exempt Sales................................................17
Section 11.  Merger, Consolidation, Exchange, Etc........................17
Section 12.  Notices.....................................................18
Section 13.  No Waivers; Remedies........................................19
Section 14.  Amendments, Etc.............................................19
Section 15.  Successors and Assigns......................................19
Section 16.  Governing Law...............................................19
Section 17.  Counterparts; Effectiveness.................................19
Section 18.  Severability of Provisions..................................19
Section 19.  Headings and References.....................................20
Section 20.  Entire Agreement............................................20
Section 21.  Survival....................................................20
Section 22.  Exclusive Jurisdiction......................................20
Section 23.  Waiver of Jury Trial........................................20
Section 24.  Affiliate...................................................20
Section 25.  Non-Recourse................................................20


                                      -i-
<PAGE>

               AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

                                 August 16, 2001
                                 ---------------

     This Amended and Restated Registration Rights Agreement (as the same may be
amended, supplemented or modified from time to time in accordance with its
terms, this "AGREEMENT") is between 5B Technologies Corporation, a corporation
organized under the laws of the state of Delaware (together with its successors
and assigns, the "COMPANY"), and Connecticut Bank of Commerce, a commercial bank
organized under the laws of the state of Connecticut (together with its
successors and assigns, the "STOCKHOLDER").

                                    Recitals
                                    --------

     Concurrently with the execution and delivery of this Agreement, the Company
and the Stockholder are entering into a First Amendment dated as of the date
hereof (as the same may be amended, supplemented or modified from time to time
in accordance with its terms, the "AMENDMENT") to the Credit Agreement dated as
of May 24, 2001 (subject to the last sentence of Section 2(c) below, the "CREDIT
AGREEMENT") between the Company and the Stockholder.

     On May 24, 2001, the Company issued to the Stockholder a warrant (the
"WARRANT") to purchase 50,000 shares of the Company's common stock, par value
$.04 per share ("COMMON STOCK") and entered into a Registration Rights Agreement
(the "ORIGINAL AGREEMENT") with respect to the shares of Common Stock issuable
upon exercise of the Warrant.

     As contemplated by Section 4 of the Amendment, concurrently with the
execution and delivery of this Agreement, the Company is issuing to the
Stockholder (i) a number of shares (the "INITIAL SHARES") of Common Stock
determined in accordance with paragraph 1 of Exhibit A to the Amendment and (ii)
4,000 shares of the Company's Series C Preferred Stock, 5,000 shares of the
Company's Series D Preferred Stock and 10,000 shares of the Company's Series E
Preferred Stock, all of which preferred stock is convertible into Common Stock
(the Initial Shares and the shares of Common Stock that may be issued from time
to time upon exercise of the Warrant and upon conversion of such Series C
Preferred Stock, Series D Preferred Stock and Series E Preferred Stock are
collectively referred to as the "REGISTRABLE SHARES").

     The Company and the Stockholder desire to enter into this Agreement to
amend and restate the Original Agreement and to provide for, among other things,
the registration under the Securities Act of 1933 (the "SECURITIES ACT") of the
disposition of the Registrable Shares.

                                    Agreement
                                    ---------

     The parties agree as follows:

     SECTION 1. REQUIRED REGISTRATION.

     (a) Within, 120 Business Days (as defined in Section 5(l) below) after the
date hereof, the Company shall file a Registration Statement (as defined in
Section 5(m) below)

<PAGE>

registering the Initial Shares with the Securities and Exchange Commission
(together with any successor or replacement agency or branch of government, the
"SEC").

     (b) Subject to Sections 6 and 27 hereof, the Company shall use its best
efforts to cause the Registration Statement filed pursuant to Section 1(a) to be
declared effective with the SEC as soon as reasonably practicable after the date
of the initial filing thereof.

     SECTION 2. DEMAND REGISTRATION RIGHTS.

     (a) From and after 90 days after the date hereof (the "COMMENCEMENT DATE")
and to and including the date that is the later to occur of (x) the fifth
anniversary of the Commencement Date and (y) the date that all of the
Registering Stockholders (as defined below) could sell the Registrable Shares
owned by them pursuant to paragraph (k) of Rule 144 under the Securities Act,
subject in the case of the preceding clause (x) to extension pursuant to Section
2 (c) and Section 6 hereof (as so extended from time to time, the "TERMINATION
DATE"), on four occasions when the Company shall have received the written
request of the Stockholder or holders of Registrable Shares that have been
acquired directly or indirectly from the Stockholder and to which rights under
this Section 2 shall have been assigned pursuant to Section 16(a) (each such
person (including without limitation, the Stockholder), when requesting
registration under this Section 2 or under Section 3 or under Section 3 and
thereafter in connection with any such registration, being hereinafter referred
to as a "REGISTERING STOCKHOLDER"), the Company shall give written notice of the
receipt of such request to each potential Registering Stockholder. The Company
shall file a Registration Statement registering the Registrable Shares owned by
the Registering Stockholders (collectively, "TRANSACTION REGISTRABLE SHARES")
that in each case shall have been duly requested to be registered by such
Registering Stockholders by written notice received by the Company not later
than 10 Business Days after the Company shall have given written notice to the
Registering Stockholders pursuant to the prior sentence of this Section 2(a),
which Registration Statement shall be filed with the SEC within 35 Business Days
after the expiration of such 10 Business Day period.

     (b) Subject to Sections 6 and 27 hereof, the Company shall use its best
efforts to cause any Registration Statement filed pursuant to the last sentence
of Section 2(a) to be declared effective by the SEC as soon as reasonably
practicable after the date of the initial filing thereof.

     (c) Upon any renewal or extension of the Credit Agreement dated as of May
24, 2001 between the Company and the Stockholder, the Termination Date shall be
extended to and including the date that is the last day of such renewal or
extension (without regard to any early termination of the Credit Agreement). For
the purposes hereof, the "CREDIT AGREEMENT" shall include any amendment
(including, without limitation, any amendment and restatement thereof),
supplement or other modification thereof, including, without limitation any
agreement extending the maturity of, refinancing, replacing or otherwise
restructuring all or any portion of the indebtedness of the Company thereunder,
but only if the Stockholder continues to extend credit to the Company
thereunder.

     (d) If the Registering Stockholders initiating a request for registration
of Registrable Shares pursuant to Section 2(a) shall state in such written
notice that they intend to distribute the Transaction Registrable Shares covered
by their request by means of an underwritten offering,

                                      -2-
<PAGE>

the Company shall include such information in the written notice delivered by
the Company pursuant to Section 2(a). The Company shall select the managing
underwriter for the offering and any additional investment bankers and managers
to be used in connection with the offering, with the consent of the Registering
Stockholders holding a majority of the Transaction Registrable Shares, which
consent shall not be unreasonably withheld, conditioned or delayed.

     (e) Notwithstanding anything herein to the contrary:

         (i) the Company shall not be required to prepare and file pursuant to
     this Section 2 a Registration Statement including less than 200,000
     Transaction Registrable Shares in the aggregate;

         (ii) subject to the following clause (iii), the Company shall not be
     required to prepare and file pursuant to this Section 2 more than one
     Registration Statement in any 12-month period; provided, however, that a
     Registration Statement shall be deemed not (y) to have been prepared and
     filed if the same does not become effective for any reason other than the
     withdrawal therefrom (for any reason whatsoever) of 50% or more of the
     Transaction Registrable Shares requested to be included in such
     Registration Statement or the determination by Registering Stockholders
     owning 50% or more of such Transaction Registrable Shares not to proceed
     with the contemplated distribution of such Transaction Registrable Shares
     and (y) to count as one of the four registrations referred to in Section
     2(a) if such Registration Statement shall not, following effectiveness,
     remain effective for the period of time contemplated by the first sentence
     of Section 5(e);

         (iii) if a requested registration pursuant to this Section 2 shall
     involve an underwritten offering, and if the managing underwriter shall
     advise the Company and the Registering Stockholders in writing that, in its
     opinion, the number of Transaction Registrable Shares proposed to be
     included in the registration is so large as to adversely affect the
     offering, including the price at which the Transaction Registrable Shares
     could be sold, the Company shall include in the registration the maximum
     number of securities which it is so advised can be sold without the adverse
     effect, allocated as follows:

               (A) first, all Transaction Registrable Shares duly requested to
         be included in the registration, allocated pro rata among all
         Registering Stockholders on the basis of the relative number of
         Transaction Registrable Shares that each Registering Stockholder shall
         have duly requested to be included in the registration; and

               (B) second, any securities proposed to be registered by the
         Company for its own account; and

               (C) third, any other securities proposed to be registered by the
         Company (other than for its own account), including, without
         limitation, securities proposed to be registered by the Company
         pursuant to the exercise by any person other than a Registering
         Stockholder of a "piggy-back" right requesting the registration of
         shares of Common Stock in circumstances similar to those contemplated
         by Section 3;

                                      -3-
<PAGE>

     provided, however, that if 50% or more of the Transaction Registrable
     Shares requested to be included in a registration pursuant to this Section
     2 are so excluded from any registration and an investment banking firm of
     recognized national standing shall advise the Company that the number of
     the Transaction Registrable Shares requested to be registered, at the time
     of the request and in light of the market conditions then prevailing, did
     not exceed the number that would have an adverse effect on the offering of
     such Transaction Registrable Shares, including the price of which such
     Transaction Registrable Shares could be sold, the Company shall, with
     respect to any 12-month period referred to in the preceding Section
     2(e)(ii), provide the holders of such Transaction Registrable Shares with
     one additional registration in any such 12-month period under the preceding
     Section 2(e)(ii) in respect of each such exclusion; and

         (iv) the Company shall not be required to prepare and file pursuant to
     this Section 2(a) a Registration Statement for the underwritten public sale
     and distribution of securities of the Company during the period of time the
     Registering Stockholders have agreed not to effect any public sale or
     distribution pursuant to Section 6(d) below; and

         (v) the Company shall not be required to prepare and file a
     Registration Statement within 120 days after the effective date of a
     previous registration of securities of the Company under the Securities Act
     for the non-underwritten public sale and distribution of securities of the
     Company as to which either (x) the Registering Stockholders have exercised
     their rights under Section 2 or Section 4 of this Agreement or (y) the
     Registering Stockholders have been given a notice contemplated by Section
     3(a) below.

     SECTION 3. PIGGY-BACK REGISTRATION RIGHTS.

     (a) From and after the Commencement Date to and including the Termination
Date, if the Company shall determine to file a registration statement under the
Securities Act and under any applicable state securities laws for any offering
of any securities of the Company, other than an offering with respect to which a
Registering Stockholder shall have requested a registration pursuant to Section
1 or Section 2, then the Company shall give notice of such determination to each
potential Registering Stockholder. The Company shall, subject to the limitation
set forth in Section 3(c) below, include in a Registration Statement the
Transaction Registrable Shares that in each case shall have been duly specified
by such Registering Stockholders by written notice received by the Company not
later than 10 Business Days after the Company shall have given written notice to
the Registering Stockholders pursuant to this Section 3(a).

     (b) Subject to Sections 6 and 27 hereof, the Company shall use its best
efforts to cause any Registration Statement filed pursuant the last sentence of
Section 3(a) to be declared effective by the SEC as soon as reasonably
practicable after the date of the initial filing thereof.

     (c) Notwithstanding anything herein to the contrary:

         (i) the Company shall not be required by this Section 3 to include any
     Registrable Shares in a registration statement on Form S-4 or S-8 (or any
     successor form)

                                      -4-
<PAGE>

     or a registration statement filed in connection with an exchange offer or
     other offering of securities solely to the then existing stockholders of
     the Company; and

         (ii) if a registration pursuant to this Section 3 involves an
     underwritten offering, the Company shall select the managing underwriter
     for the offering and any additional investment bankers and managers to be
     used in connection with the offering, and if the managing underwriter
     advises the Company in writing that, in its opinion, the number of
     securities requested to be included in the registration is so large as to
     adversely affect the offering, including the price at which the securities
     could be sold, the Company shall include in the registration the maximum
     number of securities which it is so advised can be sold without the adverse
     effect, allocated as follows:

               (A) first, all securities proposed to be registered by the
         Company for its own account;

               (B) second, all securities proposed to be registered by the
         Company pursuant to the exercise by any person other than a Registering
         Stockholder of a "demand" right requesting the registration of shares
         of Common Stock who are entitled to have shares included therein in
         circumstances similar to those contemplated by Section 2; and

               (C) third, any Transaction Registrable Shares duly requested to
         be included in the Registration Statement and any other shares of
         Common Stock proposed to be registered by the Company (other than for
         its own account) pursuant to the exercise by any person of a
         "piggy-back" right requesting the registration of shares of Common
         Stock who is entitled to have securities included therein in
         circumstances similar to those contemplated by this Section 3 shall be
         allocated pro rata among all Registering Stockholders and such other
         persons on the basis of the relative number of Transaction Registrable
         Shares and such other shares of Common Stock that each Registering
         Stockholder and such other persons have duly requested to be included
         in such registration.

     SECTION 4. REGISTRATION ON FORM S-3.

     (a) If, at any time prior to the Termination Date, (i) a Registering
Stockholder or Registering Stockholders of any Transaction Registrable Shares
requests that the Company file a Registration Statement on Form S-3, or any
successor thereto, for a public offering of all or any portion of such
Registering Stockholder's Transaction Registrable Shares, and (ii) the Company
is a registrant entitled to use Form S-3, or such successor, to register such
shares, then the Company shall (x) give written notice to each other potential
Registering Stockholders within 10 Business Days after the receipt of such
request (which such notice shall inform such Registering Stockholders that the
Company is filing a Registration Statement pursuant to this Section 3 and shall
set forth other information that is needed to enable such Registering
Stockholders to register their Transaction Registrable Shares pursuant to this
Section 4) and (y) within 30 Business Days after the Company gives the written
notice referred to in the preceding clause (x) file on a Registration Statement
on Form S-3 (or any such successor thereto) covering the Transaction Registrable
Shares that have been duly specified by any Registering Stockholders

                                      -5-
<PAGE>

who either provided a request to the Company pursuant to the preceding clause
(i) or provided a written notice to the Company not later than 10 Business Days
after the Company shall have given the written notice referred to in the
preceding clause (x). Notwithstanding the foregoing, the Company shall not be
required to prepare and file pursuant to this Section 4(a) a Registration
Statement including less than 200,000 Transaction Registrable Shares in the
aggregate.

     (b) Subject to Sections 6 and 27 hereof, the Company shall use its best
efforts to cause any Registration Statement filed pursuant the last sentence of
Section 4(a) to be declared effective by the SEC as soon as reasonably
practicable after the date of the initial filing thereof.

     (c) Whenever the Company is required by this Section 4 to file a
Registration Statement on Form S-3 (or any successor thereto), each of the
applicable procedures and requirements of Section 2 (including, without
limitation, the requirement that the Company notify each other potential
Registering Stockholder of the proposed registration of securities of the
Company on such Registration Statement) shall apply to such Registration
Statement.

     SECTION 5. REGISTRATION PROVISIONS. With respect to each registration
pursuant to this Agreement:

     (a) Notwithstanding anything herein to the contrary, the Company shall not
be required to include in any Registration Statement any of the Registrable
Shares owned by a Registering Stockholder (i) if the Company shall deliver to
the Registering Stockholder an opinion, satisfactory in form, scope and
substance to the Registering Stockholder and addressed to the Registering
Stockholder by legal counsel satisfactory to the Registering Stockholder, to the
effect that the distribution of such Registrable Shares proposed by the
Registering Stockholder is exempt from registration under the Securities Act and
all applicable state securities laws, (ii) if such Registering Stockholder or
any underwriter of such Registrable Shares shall fail to furnish to the Company
the information in respect of the distribution of such Registrable Shares that
may be required under this Agreement to be furnished by the Registering
Stockholder or the underwriter to the Company, or (iii) if such registration
involves an underwritten offering, the Registering Stockholder fails to enter
into an underwriting agreement in customary form with the underwriter or
underwriters selected for such underwritten offering.

     (b) The Company shall make available for inspection by each Registering
Stockholder participating in the registration, each underwriter of Transaction
Registrable Shares owned by the Registering Stockholder and their respective
accountants, counsel and other representatives all financial and other records,
pertinent corporate documents and properties of the Company as shall be
reasonably necessary to enable them to exercise their due diligence
responsibility in connection with each registration of Transaction Registrable
Shares owned by the Registering Stockholder, and shall cause the Company's
officers, directors and employees to supply all information reasonably requested
by any such person in connection with such registration; provided, however, that
records and documents which the Company determines, in good faith, after
consultation with counsel for the Company and counsel for the Registering
Stockholder or underwriter, as the case may be, to be confidential and which it
notifies such persons are confidential shall not be disclosed to them, except in
each case to the extent that (i) the disclosure of such records or documents is
necessary to avoid or correct a misstatement or omission in the Registration
Statement or (ii) the release of such records or documents is ordered

                                      -6-
<PAGE>

pursuant to a subpoena or other order from a court of competent jurisdiction.
Each Registering Stockholder shall, upon learning that disclosure of any such
records or documents is sought in a court of competent jurisdiction, give notice
to the Company, and allow the Company, at the Company's expense, to undertake
appropriate action and to prevent disclosure of any such records or documents
deemed confidential.

     (c) Each Registering Stockholder shall furnish, and shall cause each
underwriter of Transaction Registrable Shares owned by the Registering
Stockholder to be distributed pursuant to the registration to furnish, to the
Company in writing promptly upon the request of the Company the information
regarding the Registering Stockholder or the underwriter, the contemplated plan
of distribution of the Transaction Registrable Shares and the other information
regarding the proposed distribution by the Registering Stockholder and the
underwriter that shall be required in connection with the proposed distribution
by the applicable securities laws of the United States of America and the states
thereof in which the Transaction Registrable Shares are contemplated to be
distributed.

     (d) The Company shall, within the time periods specified in Sections 1, 2,
3 or 4, as applicable, prepare and file the Registration Statement, including
the Prospectus (as defined in Section 5(l) below), and each amendment thereof or
supplement thereto, with, and cause to be declared effective by, the SEC under
the Securities Act and as required under any applicable state securities laws,
on the form that is then required or available for use by the Company to permit
each Registering Stockholder, upon the effective date of the Registration
Statement, to use the Prospectus in connection with the contemplated
distribution by the Registering Stockholder of the Transaction Registrable
Shares requested to be so registered. A registration pursuant to Section 1,
Section 2 or Section 4 shall be effected pursuant to Rule 415 (or any similar
provision then in force) under the Securities Act if the manner of distribution
contemplated by the Registering Stockholder initiating the request for such
registration shall include an offering on a delayed or continuous basis. The
Company shall furnish to each Registering Stockholder drafts of the Registration
Statement and the Prospectus and each amendment thereof or supplement thereto
for its timely review prior to the filing thereof with the SEC. If any
Registration Statement refers to any Registering Stockholder by name or
otherwise as the holder of any securities of the Company but such reference is
not required by the Securities Act or any similar federal statute then in force,
then the Registering Stockholder shall have the right to require the deletion of
such reference. The Company shall deliver to each Registering Stockholder,
without charge, one executed copy of the Registration Statement and each
amendment or post-effective amendment thereof and one copy of each document
incorporated therein by reference. If the registration shall have been initiated
solely by the Company or shall not have been initiated by a Registering
Stockholder, the Company shall not be obligated to prosecute the registration
and may withdraw the Registration Statement at any time prior to the
effectiveness thereof if the Company shall determine in good faith not to
proceed with the offering of securities included in the Registration Statement.
The Company shall deliver to each Registering Stockholder evidence of the
effectiveness and a reasonable supply of copies of the Prospectus and each
amendment thereof or supplement thereto. The Company consents to the use by each
Registering Stockholder of each Prospectus and each amendment thereof and
supplement thereto in connection with the distribution, in accordance with this
Agreement, of the Transaction Registrable Shares owned by the Registering
Stockholder. In addition, if necessary for resale by the Registering
Stockholders, the Company

                                      -7-
<PAGE>

shall qualify or register in such states as may be reasonably requested by each
Registering Stockholder the Transaction Registrable Shares of the Registering
Stockholder that shall have been included in the Registration Statement;
provided, however, that the Company shall not be obligated to file any general
consent to service of process or to qualify as a foreign corporation in any
state in which it is not subject to process or qualified as of the date of the
request. The Company shall advise the Stockholder and each Registering
Stockholder in writing, promptly after the occurrence of any of the following,
of (i) the filing of the Registration Statement or any Prospectus, or any
amendment thereof or supplement thereto, with the SEC, (ii) the effectiveness of
the Registration Statement and any post-effective amendment thereto, (iii) the
receipt by the Company of any communication from the SEC with respect to the
Registration Statement or the Prospectus, or any amendment thereof or supplement
thereto, including, without limitation, any stop order suspending the
effectiveness thereof, any comments with respect thereto and any requests for
amendments or supplements and (iv) the receipt by the Company of any
notification with respect to the suspension of the qualification of Transaction
Registrable Shares owned by the Registering Stockholders for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose.

     (e) The Company shall use commercially reasonable efforts to cause the
Registration Statement to remain effective under the Securities Act and the
Prospectus to remain current, including the filing of necessary amendments,
post-effective amendments and supplements, and shall furnish copies of such
amendments, post-effective amendments and supplements to the Registering
Stockholders, so as to permit the Registering Stockholders to distribute the
Transaction Registrable Shares owned by them in their respective manner of
distribution during their respective contemplated periods of distribution, but
in no event longer than nine consecutive months from the effective date of the
Registration Statement; provided, however, that the period shall be increased by
the number of days that any Registering Stockholder shall have been required by
Section 6 to refrain from disposing under the registration any of the
Transaction Registrable Shares owned by the Registering Stockholder. During such
respective contemplated periods of distribution, the Company shall comply with
the provisions of the Securities Act applicable to it with respect to the
disposition of all Transaction Registrable Shares owned by the Registering
Stockholders that shall have been included in the Registration Statement in
accordance with their respective contemplated manner of disposition by the
Registering Stockholders set forth in the Registration Statement, the Prospectus
or the supplement, as the case may be.

     (f) The Company shall notify each Registering Stockholder, at any time when
a prospectus with respect to the Transaction Registrable Shares owned by the
Registering Stockholders is required to be delivered under the Securities Act,
when the Company becomes aware of the happening of any event as a result of
which the Prospectus (as then in effect) contains any untrue statement of a
material fact or omits to state a material fact necessary to make the statements
therein (in the case of the Prospectus or any preliminary prospectus, in light
of the circumstances under which they were made) not misleading; and, as soon as
possible thereafter, but subject to Section 6, the Company shall use
commercially reasonable efforts to prepare and file with the SEC an amendment or
supplement to the Registration Statement or the Prospectus so that, as
thereafter delivered to the purchasers of such Transaction Registrable Shares,
such Prospectus will not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements therein, in light of
the circumstances under which

                                      -8-
<PAGE>

they were made, not misleading. The Company also shall notify each Registering
Stockholder, when the Company becomes aware of the occurrence thereof, of the
issuance by the SEC of an order suspending the effectiveness of the Registration
Statement; and, as soon as possible thereafter, but subject to Section 5, the
Company shall use commercially reasonable efforts to obtain the withdrawal of
such order at the earliest possible moment.

     (g) If requested by any Registering Stockholder or an underwriter of
Transaction Registrable Shares owned by the Registering Stockholder and required
by the Securities Act, the Company shall as promptly as practicable prepare and
file with the SEC an amendment or supplement to the Registration Statement or
the Prospectus containing such information as the Registering Stockholder or the
underwriter requests to be included therein, including, without limitation,
information with respect to the Transaction Registrable Shares being sold by the
Registering Stockholder to the underwriter or any assignee of any Transaction
Registrable Shares, the purchase price being paid therefor by such underwriter
and other terms of the underwritten offering of the Transaction Registrable
Shares to be sold in such offering.

     (h) Each Registering Stockholder shall (i) offer to sell or otherwise
distribute Registrable Shares in reliance upon a registration contemplated
pursuant to Section 1, 2, 3 or 4 only if such Registrable Shares are Transaction
Registrable Shares and after the related Registration Statement shall have been
filed with the SEC, (ii) sell or otherwise distribute Registrable Shares in
reliance upon such registration only if such Registrable Shares are Transaction
Registrable Shares and the related Registration Statement is then effective
under the Securities Act, (iii) subject to the time period not to exceed the
lesser of (x) 60 Business Days and (y) 5 Business Days following the cessation
of the occurrence of any condition subsequent referred to in clauses (i), (ii)
or (iii) of Section 6(b) below, not sell or otherwise distribute Transaction
Registrable Securities during any period specified in a Suspension Notice
received by the Registering Stockholder pursuant to Section 6 (until the
Registering Stockholder shall have received written notice from the Company
pursuant to Section 5(d) that the registration of such Transaction Registrable
Shares is again effective) and (iv) report to the Company distributions made by
the Registering Stockholder of Transaction Registrable Shares pursuant to the
Prospectus. Each Registering Stockholder shall distribute Transaction
Registrable Shares only in accordance with the manner of distribution
contemplated by the Prospectus with respect to the Transaction Registrable
Shares owned by the Registering Stockholder. Each Registering Stockholder, by
participating in a registration pursuant to this Agreement, acknowledges that
the remedies of the Company at law for failure by the Registering Stockholder to
comply with the undertaking contained in this Section 5(h) would be inadequate
and that the failure would not be adequately compensable in damages and would
cause irreparable harm to the Company, and therefore agrees that undertakings
made by the Registering Stockholder in this Section 5(h) may be specifically
enforced.

     (i) If the registration involves an underwritten offering, the Company
shall enter into an underwriting agreement in customary form with the
underwriter or underwriters selected for such underwriting and shall cause to be
delivered to each Registering Stockholder, its counsel and each underwriter of
Transaction Registrable Shares owned by the Registering Stockholders to be
distributed pursuant to such registration, copies of the certificates, opinions
of counsel and comfort letters that are delivered in connection with such
underwritten offering.

                                      -9-
<PAGE>

     (j) In connection with sales of such Transaction Registrable Shares, the
Company shall cooperate with each Registering Stockholder and each underwriter
of Transaction Registrable Shares owned by the Registering Stockholder to
facilitate the timely preparation and delivery of certificates (not bearing any
restrictive legends) representing the Transaction Registrable Shares sold under
the Registration Statement, and to enable such Transaction Registrable Shares to
be in such denominations and registered in the name or names of each transferee
thereof or in such denominations and registered in the name or names that the
underwriter may request, as the case may be.

     (k) The Company shall use commercially reasonable efforts to comply with
all applicable rules and regulations of the SEC, and, if required to comply with
applicable law or facilitate sales under a Registration Statement, make
generally available to its securityholders, as soon as practicable but no later
than 16 months following the effective date of such Registration Statement, an
earnings statement covering a period of at least twelve months beginning with
the first calendar month after the effective date of such Registration
Statement, which earnings statement shall satisfy the provisions of Section
11(a) of the Securities Act and Rule 158 thereunder.

     (l) The Company shall use commercially reasonable efforts to cause the
Transaction Registrable Shares to be listed on each national securities exchange
on which Common Stock shall then be listed, if any, and to be qualified for
inclusion in The Nasdaq National Market or The Nasdaq SmallCap Market, as the
case may be, if Common Stock is then so qualified, and in each case if the
listing or inclusion of the Transaction Registrable Shares is then permitted
under the rules of such national securities exchange or the NASDAQ, as the case
may be.

     (m) For the purposes of this Agreement, the following terms shall have the
following meanings:

         (i) "BUSINESS DAY" means any day excluding Saturday, Sunday and any day
     which is a legal holiday under the laws of the State of New York or is a
     day on which banking institutions located in such state are authorized or
     required by law or other governmental action to close;

         (ii) "PROSPECTUS" means (A) the prospectus relating to the Transaction
     Registrable Shares owned by the Registering Stockholders included in a
     Registration Statement, (B) if a prospectus relating to the Transaction
     Registrable Shares shall be filed with the SEC pursuant to Rule 424 (or any
     similar provision then in force) under the Securities Act, such prospectus,
     and (C) in the event of any amendment or supplement to the prospectus after
     the effective date of the Registration Statement, then from and after the
     effectiveness of the amendment or the filing with the SEC of the
     supplement, the prospectus as so amended or supplemented;

         (iii) "REGISTRATION STATEMENT" means (A) a registration statement filed
     by the Company in accordance with Section 5(d), including exhibits and
     financial statements thereto, in the form in which it shall become
     effective, the documents incorporated by reference therein pursuant to Item
     12 of Form S-3 (or any similar provision or forms then in force) under the
     Securities Act and information deemed to be a part of such

                                      -10-
<PAGE>

     registration statement pursuant to paragraph (b) of Rule 430A (or any
     similar provision then in force) and (B) in the event of any amendment
     thereto after the effective date of the registration statement, then from
     and after the effectiveness of the amendment, the registration statement as
     so amended; and

         (iv) information "CONTAINED," "INCLUDED" or "STATED" in a Registration
     Statement or a Prospectus (or other references of like import) includes
     information incorporated by reference.

     SECTION 6. BLACKOUT PROVISIONS.

     (a) Notwithstanding anything in this Agreement to the contrary, subject to
Section 6(b) below, by delivery of written notice to any of the Registering
Stockholders and the other holders of Registrable Shares (a "SUSPENSION
NOTICE"), stating which one or more of the following limitations shall apply to
the addressee of such Suspension Notice, the Company may (i) postpone effecting
a registration under this Agreement, (ii) require such addressee to refrain from
disposing of Transaction Registrable Shares under the registration or (iii)
require such addressee to refrain from otherwise disposing of any Registrable
Shares or other equity securities of the Company owned by such addressee
(whether pursuant to Rule 144 or 144A under the Securities Act or otherwise), in
each case for a reasonable time specified in the notice but not exceeding the
lesser of 60 Business Days and 5 Business Days following the cessation of the
occurrence of any condition subsequent referred to in clauses (i), (ii) or (iii)
of Section 6(b) below (which period may not be extended or renewed).

     (b) The Company may postpone effecting a registration or apply to any
person specified in clauses (ii) and (iii) of Section 6(a) above any of the
limitations specified in such clauses if (i) the Company is then taking, or
proposes to take, any of the actions referred to in Section 5(f), (ii) an
investment banking firm of recognized national standing shall advise the Company
in writing that effecting the registration or the disposition by such person of
Registrable Shares or other equity securities of the Company, as the case may
be, would materially and adversely affect an offering of equity securities of
the Company the preparation of which had then been commenced or (iii) the
Company is in possession of material non-public information the disclosure of
which during the period specified in such notice the Company reasonably believes
would materially and adversely affect the interests of the Company if disclosed.

     (c) If the Company shall take any action pursuant to Section 6(a) above,
the period during which the Registering Stockholders may exercise their
respective rights under Sections 1, 2 and 4 shall be extended by one day beyond
the Termination Date for each day that, pursuant to this Section 6, the Company
requires any person to refrain from disposing of Transaction Registrable Shares
under a registration or otherwise requires any person to refrain from disposing
of Registrable Shares or other securities of the Company.

     (d) In any underwritten public offering by the Company, to the extent not
inconsistent with applicable law, upon the request of the Company or of the
underwriters managing any underwritten offering of the Company's securities, the
Registering Stockholders will not effect any public sale or distribution (other
than those included in the registration statement pursuant to

                                      -11-
<PAGE>

which such underwritten public offering is made) of any securities of the
Company, or any securities, options or rights convertible into or exchangeable
or exercisable for such securities during (x) the period of time (not to exceed
seven days) prior the effective date of such registration statement that all of
the Company's executive officers, directors and affiliates have agreed not to
effect any public sale or distribution of any securities of the Company, or any
securities, options or rights convertible into or exchangeable or exercisable
for such securities and (y) and from and after the effective date of such
registration statement during the period of time (not to exceed 180 days) during
which all of the Company's executive officers, directors and affiliates have
agreed not to effect any public sale or distribution of any securities of the
Company, or any securities, options or rights convertible into or exchangeable
or exercisable for such securities, unless, in any instance referred to in the
preceding clauses (x) and (y), the Company or the managing underwriters, as the
case may be, otherwise agree to a shorter period of time.

     (e) No Person may participate in any registration hereunder which is
underwritten unless such Person (i) agrees to sell such Person's securities on
the basis provided in any underwriting arrangements approved by the Person or
Persons entitled hereunder to approve such arrangements (including, without
limitation, pursuant to the terms of any over-allotment or "green shoe" option
requested by the managing underwriter(s), provided, however, that each holder of
Registrable Shares shall not be required to sell more than the number of
Registrable Securities that such holder has requested the Company to include in
any registration) subject to the terms and provisions hereof and (ii) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents in customary form that are reasonably required
under the terms of such underwriting arrangements and this Agreement.

     SECTION 7. EXPENSES.

     (a) The Company shall bear all expenses related to the following in
connection with the registration of Transaction Registrable Shares pursuant to
this Agreement, whether or not any related Registration Statement shall become
effective:

         (i) preparing, printing and filing each Registration Statement and
     Prospectus and each qualification or notice required to be filed under
     federal and state securities laws or the rules and regulations of the
     National Association of Securities Dealers, Inc. (the "NASDAQ");

         (ii) all fees and expenses of complying with federal and state
     securities laws and the rules and regulations of the NASDAQ;

         (iii) furnishing to each Registering Stockholder one executed copy of
     the related Registration Statement and the number of copies of the related
     Prospectus that may be required by Sections 5(d) and 5(e) to be so
     furnished, together with a like number of copies of each amendment,
     post-effective amendment or supplement;

         (iv) performing its obligations under Sections 5(d) and 5(j);

                                      -12-
<PAGE>

         (v) printing and issuing share certificates, including the transfer
     agent's fees, in connection with each distribution so registered;

         (vi) preparing audited financial statements required by the Securities
     Act and the rules and regulations thereunder to be included in the
     Registration Statement and preparing audited financial statements for use
     in connection with the registration other than audited financial statements
     required by the Securities Act and the rules and regulations thereunder;

         (vii) internal expenses of the Company (including, without limitation,
     all salaries and expenses of its officers and employees performing legal or
     accounting duties);

         (viii) premiums or other expenses relating to liability insurance
     required by the Company or underwriters of the Registering Stockholders;

         (ix) fees and disbursements of underwriters of the Registering
     Stockholders customarily paid by issuers or sellers of securities;

         (x) listing of the Registrable Shares on national securities exchanges
     and inclusion of the Registrable Shares on The Nasdaq National Market or
     The Nasdaq SmallCap Market, as the case may be;

         (xi) fees and expenses of any special experts retained by the Company
     in connection with the registration; and

         (xii) reasonable fees and expenses of one counsel to the Registering
     Stockholders (not to exceed $10,000), who shall be chosen by the holder or
     holders of a majority of the Transaction Registrable Shares included in
     such Registration Statement.

     (b) The Registering Stockholders shall bear all other expenses incident to
the distribution by the respective Registering Stockholders of the Transaction
Registrable Shares owned by them in connection with a registration pursuant to
this Agreement, including, without limitation (but excluding the expenses
referred to in Section 7(a)(viii) above), the selling expenses of the
Registering Stockholders, commissions, underwriting discounts, insurance, fees
of counsel for the Registering Stockholders and their underwriters.

     SECTION 8. INDEMNIFICATION.

     (a) The Company shall indemnify and hold harmless each Registering
Stockholder participating in a registration pursuant to this Agreement, each
underwriter of Transaction Registrable Shares owned by the Registering
Stockholder to be distributed pursuant to the registration, each partner in the
Registering Stockholder, the officers and directors of the Registering
Stockholder and the underwriter and each person, if any, who controls the
Registering Stockholder, any partner in the Registering Stockholder or the
underwriter within the meaning of Section 15 (or any successor provision) of the
Securities Act, and their respective successors and assigns, against all claims,
losses, damages and liabilities to third parties (or actions in respect thereof)
arising out of or based on any untrue statement (or alleged untrue

                                      -13-
<PAGE>

statement) of a material fact contained in the Registration Statement or the
Prospectus or other document incident thereto or any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and shall reimburse
each such Registering Stockholder and each other person indemnified pursuant to
this Section 8(a) for any legal and any other expenses reasonably incurred in
connection with investigating or defending any such claim, loss, damage,
liability or action; provided, however, that the Company shall not be liable in
any case to the extent that any such claim, loss, damage or liability arises out
of or is based on any untrue statement or omission based upon written
information furnished to the Company by the Registering Stockholder or the
underwriter of such Transaction Registrable Shares specifically for use in the
Registration Statement or the Prospectus or by failure of such Registering
Holder to deliver a copy of the Registration Statement or Prospectus or any
amendments or supplements thereto after the Company has furnished such
Registering Stockholder with a sufficient number of copies of the same.

     (b) Each Registering Stockholder, by participating in a registration
pursuant to this Agreement, thereby agrees to indemnify and to hold harmless the
Company and its officers and directors and each person, if any, who controls any
of them within the meaning of Section 15 (or any successor provision) of the
Securities Act, and their respective successors, against all claims, losses,
damages and liabilities to third parties (or actions in respect thereof) arising
out of or based upon (i) any untrue statement (or alleged untrue statement) of a
material fact contained in the Registration Statement or the Prospectus or other
document incident thereto or (ii) any omission (or alleged omission) to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading or (iii) the purchase or sale of Transaction
Registrable Shares during a suspension as set forth in (and in accordance with)
Section 6, and shall reimburse the Company and each other person indemnified
pursuant to this Section 8(b) for any legal and any other expenses reasonably
incurred in connection with investigating or defending any such claim, loss,
damage, liability or action; provided, however, that (x) this Section 8(b) shall
apply only if (and only to the extent that) the statement or omission was made
in reliance upon and in conformity with information furnished to the Company in
writing by the Registering Stockholder specifically for use in the Registration
Statement or the Prospectus and (y) in no event shall the liability of a
Registering Stockholder under this Section 8 exceed the amount of the gross
proceeds paid to the Registering Stockholder in consideration of the sale of
Transaction Registrable Shares pursuant to such registration.

     (c) If any action or proceeding (including any governmental investigation
or inquiry) shall be brought, asserted or threatened against any person
indemnified under this Section 8, the indemnified person shall promptly notify
the indemnifying party in writing, and the indemnifying party shall assume the
defense of the action or proceeding, including the employment of counsel
satisfactory to the indemnified person and the payment of all expenses in such
action. The indemnified person shall have the right to employ separate counsel
in any action or proceeding and to participate in the defense of the action or
proceeding, but the fees and expenses of that counsel shall be at the expense of
the indemnified person unless:

         (i) the indemnifying party shall have agreed to pay those fees and
     expenses; or

                                      -14-
<PAGE>

         (ii) the indemnifying party shall have failed to assume the defense of
     the action or proceeding; or

         (iii) the named parties to the action or proceeding (including any
     impleaded parties) include both the indemnified person and the indemnifying
     party, and the indemnified person shall have been advised by counsel that
     there may be one or more legal defenses available to the indemnified person
     that are different from or additional to those available to the
     indemnifying party (in which case, if the indemnified person 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 of such action or proceeding on behalf
     of the indemnified person; it being understood, however, that the
     indemnifying party shall not, in connection with any one action or
     proceeding or separate but substantially similar or related actions or
     proceedings in the same jurisdiction arising out of the same general
     allegations or circumstances, be liable for the reasonable fees and
     expenses of more than one separate firm of attorneys at any time for the
     indemnified person, which firm shall be designated in writing by the
     indemnified person).

The indemnifying party shall not be liable for any settlement of any action or
proceeding effected without its written consent, but if settled with its written
consent, or if there be a final judgment for the plaintiff in any such action or
proceeding, the indemnifying party shall indemnify and hold harmless the
indemnified person from and against any loss or liability by reason of the
settlement or judgment.

     (d) If the indemnification provided for in this Section 8 is unavailable to
an indemnified person (other than by reason of exceptions provided in this
Section 8) in respect of losses, claims, damages, liabilities or expenses
referred to in this Section 8, then each applicable indemnifying party, in lieu
of indemnifying the indemnified person, shall contribute to the amount paid or
payable by the indemnified person as a result of the losses, claims, damages,
liabilities or expenses in such proportion as is appropriate to reflect the
relative fault of the indemnifying party on the one hand and of the indemnified
person on the other in connection with the statements or omissions which
resulted in the losses, claims, damages, liabilities or expenses as well as any
other relevant equitable considerations. The relative fault of the indemnifying
party on the one hand and of the indemnified person on the other 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 indemnifying party or by
the indemnified person and by these persons' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission.
The parties agree that it would not be just and equitable if contribution
pursuant to this Section 8(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 sentence. The amount
paid or payable by a person as a result of the losses, claims, damages,
liabilities and expenses shall be deemed to include any legal or other fees or
expenses reasonably incurred by the person in connection with investigating or
defending any action or claim. Notwithstanding in the foregoing to the contrary,
no Registering Stockholder or underwriter of Transaction Registrable Shares
owned by the Registering Stockholder shall be required to contribute any amount
in excess of the amount by which (i) in

                                      -15-
<PAGE>

the case of the Registering Stockholder, the gross proceeds paid to the
Registering Stockholder in consideration of the sale pursuant to the
registration of Transaction Registrable Shares owned by it or (ii) in the case
of the underwriter, the total price at which such Transaction Registrable Shares
purchased by it and distributed to the public were offered to the public
exceeds, in any such case, the amount of any damages that the Registering
Stockholder or underwriter, as the case may be, has otherwise been required to
pay by reason of any untrue or alleged untrue statement or omission. No person
finally adjudicated guilty of fraudulent representation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
person who is not guilty of such fraudulent misrepresentation.

     (e) Each Registering Stockholder participating in a registration pursuant
to Section 2 shall cause each underwriter of any Transaction Registrable Shares
owned by the Registering Stockholder to be distributed pursuant to the
registration to agree in writing on terms reasonably satisfactory to the Company
to indemnify and to hold harmless the Company and its officers and directors and
each person, if any, who controls any of them within the meaning of Section 15
(or any similar provision then in force) of the Securities Act, and their
respective successors, against all claims, losses, damages and liabilities to
third parties (or actions in respect thereof) arising out of or based upon any
untrue statement (or alleged untrue statement) of a material fact contained in
the Registration Statement or the Prospectus or other document incident thereto
or any omission (or alleged omission) to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and to reimburse the Company and each other person indemnified pursuant to the
agreement for any legal or any other expense reasonably incurred in connection
with investigating or defending any claim, loss, damage, liability or action;
provided, however, that the agreement shall apply only if (and only to the
extent that) the statement or omission was made in reliance upon and in
conformity with information furnished to the Company in writing by the
underwriter specifically for use in the Registration Statement or the
Prospectus.

     SECTION 9. TRANSFER RESTRICTIONS.

     (a) Except as provided to the contrary in this Section 9, each instrument
or certificate evidencing or representing the Warrant (and any certificate or
instrument issued in exchange therefor) or any certificate or instrument issued
upon conversion, exercise or transfer thereof (including without limitation, any
certificate representing any Registrable Shares), and any certificate issued in
exchange therefor or upon conversion, exercise or transfer thereof, shall bear a
legend substantially in the following form:

     "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933 OR PURSUANT TO THE SECURITIES OR "BLUE
     SKY" LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE OFFERED, SOLD,
     TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED, EXCEPT PURSUANT
     TO (i) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS
     EFFECTIVE UNDER SUCH ACT, (ii) RULE 144 OR RULE 144A UNDER SUCH ACT, OR
     (iii) ANY OTHER EXEMPTION FROM REGISTRATION UNDER SUCH ACT, PROVIDED THAT,
     IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL REASONABLY SATISFACTORY
     IN FORM AND SUBSTANCE IS

                                      -16-
<PAGE>

     FURNISHED TO THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION
     REQUIREMENTS OF SUCH ACT IS AVAILABLE."

     (b) If the holder of any Warrant or any Registrable Shares shall request in
writing that the Company remove any legend stated in Section 9(a) from the
instruments or certificates evidencing or representing such Registrable Shares,
then, as soon as practicable following the later of the date of receipt of such
request and the date of receipt of such instruments or certificates bearing such
legends, the Company shall issue and deliver to the registered owner of such
Registrable Shares or its registered transferee instruments or certificates
evidencing or representing such Warrant or such Registrable Shares without such
legends if either (i) such substitute instruments or certificates are issued in
connection with a sale that is registered under the Securities Act or (ii) the
Stockholder has received either an opinion of counsel, which opinion and counsel
shall be reasonably satisfactory to Stockholder, or a "no-action" letter
obtained by the holder from the staff of the SEC, to the effect that the
restrictions imposed by Rule 144 under the Securities Act no longer apply to
such shares.

     SECTION 10. EXEMPT SALES.

     (a) The Company shall use commercially reasonable efforts to make all
filings with the SEC required by paragraph (c) of Rule 144 (or any similar
provision then in force) under the Securities Act to permit the sale of
Registrable Shares by any holder thereof (other than an Affiliate of the
Company) to satisfy the conditions of Rule 144 (or any similar provision then in
force). The Company shall, promptly upon the written request of the holder of
Registrable Shares, deliver to such holder a written statement as to whether the
Company has complied with all such filing requirements.

     (b) Following sales of Registrable Shares pursuant to an exemption from the
registration requirements of the Securities Act, the Company shall, subject to
Section 8(b), cooperate with the Stockholder and each other Registering
Shareholder to facilitate the timely preparation and delivery of certificates
(not bearing any restrictive legends) representing such Registrable Shares
registered in the name of the transferee thereof.

     SECTION 11. MERGER, CONSOLIDATION, EXCHANGE, ETC.

     (a) In the event, directly or indirectly, (i) the Company shall merge with
and into, or consolidate with, any other person or (ii) any person shall merge
with and into, or consolidate, the Company and the Company shall be the
surviving corporation of such merger or consolidation and, in connection with
such merger or consolidation referred to in the preceding clauses (i) or (ii),
all or part of the Registrable Shares shall be changed into or exchanged for
stock or other securities of any other person, then, in each such case, proper
provision shall be made so that such other person shall be bound by the
provisions of this Agreement and the term the "Company" shall thereafter be
deemed to refer to such other person.

     (b) Notwithstanding anything in this Agreement to the contrary, in the
event that any shares of Common Stock issuable upon exercise of the Warrant,
Initial Shares, Registrable Shares and/or Transaction Registrable Shares should,
as a result of a stock split or stock dividend or combination of shares or any
other change or exchange for other securities by reclassification,

                                      -17-
<PAGE>

reorganization, redesignation, merger, consolidation, recapitalization,
split-up, spinoff, partial or complete liquidation, sale of assets, distribution
to Registering Stockholders, combination of shares or otherwise, be increased or
decreased or changed into or exchanged for a different number or kind of shares
of capital stock or other securities of the Company or of another corporation or
other entity, the terms Initial Shares Registrable Shares or Transaction
Registrable Shares, as the case may be shall include, without limitation, all of
the capital stock of any class of the Company (or such other corporation or
other entity) now owned or that may be issued hereafter to the holders thereof
in consequence of any event.

     SECTION 12. NOTICES. All notices and other communications required or
permitted to be given pursuant to this Agreement shall be in writing signed by
the sender, and shall be considered given: (w) on the date delivered, if
personally delivered; (x) on the date sent by telecopier with automatic
confirmation of the transmitting machine showing the proper number of pages were
transmitted without error; (y) on the business day after being sent by Federal
Express or another recognized overnight mail service in time for and specifying
next day or next business day delivery; or (z) five business days after mailing,
if mailed by United States postage-paid certified or registered mail, return
receipt requested, in each instance referred to in the preceding clauses (x)
through (z), only if all delivery charges are pre-paid and addressed to the
parties at the following addresses or telecopier numbers (or such other address
or telecopier number as may be specified in a notice given in accordance with
the provisions hereof):

     (a) If to the Company to:

         100 Sunnyside Boulevard
         Woodbury, New York  11797
         Attention:  President
         Telecopier No:  (516) 677-6111

         with a copy to:

         Proskauer Rose LLP
         1585 Broadway
         New York, New York  10036
         Attention:  Neil S. Belloff, Esq.
         Telecopier No.:  (212) 969-2900

     (b) if to the Stockholder to:

         90 Broad Street
         New York, New York  10004
         Attention: Gary S. Kendler

         Senior Vice President
         Telecopier No.:  (212) 859-5771

         with a copy to:


                                      -18-
<PAGE>

         Jenkens & Gilchrist Parker Chapin LLP
         405 Lexington Avenue
         New York, New York  10174
         Attention:  William D. Freedman
         Telecopier No.:  (212) 704-6288

     SECTION 13. NO WAIVERS; REMEDIES. No failure or delay by any party in
exercising any right, power or privilege under this Agreement shall operate as a
waiver of the right, power or privilege. A single or partial exercise of any
right, power or privilege shall not preclude any other or further exercise of
the right, power or privilege or the exercise of any other right, power or
privilege. The rights and remedies provided in this Agreement shall be
cumulative and not exclusive of any rights or remedies provided by law.

     SECTION 14. AMENDMENTS, ETC. No amendment, modification, termination or
waiver of any provision of this Agreement, and no consent to any departure by a
party to this Agreement from any provision of this Agreement, shall be effective
unless it shall be in writing and signed and delivered by the other party to
this Agreement, and then it shall be effective only in the specific instance and
for the specific purpose for which it is given.

     SECTION 15. SUCCESSORS AND ASSIGNS.

     (a) Each holder of Registrable Shares may assign to any transferee of
Registrable Shares its rights and delegate to the transferee its obligations
under this Agreement including, without limitation, the rights of assignment
pursuant to this Section 15; provided, however, that such transferee assignee
shall accept such rights and assume such obligations by written instrument, in
form and substance reasonably satisfactory to the Company. Thereafter, without
any further action by any person, all references in this Agreement to the holder
of such Registrable Shares, and all comparable references, shall be deemed to be
references to the transferee, and the transferor shall be released from each
obligation or liability under this Agreement with respect to the Registrable
Shares so transferred.

     (b) The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties to this Agreement, the express beneficiaries thereof and
their respective heirs, executors, legal representatives, successors and
permitted assigns, and no other person.

     SECTION 16. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York that apply to
contracts made and performed entirely within such state (and not the laws of any
other state).

     SECTION 17. COUNTERPARTS; EFFECTIVENESS. This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if all signatures were on the same instrument.

     SECTION 18. SEVERABILITY OF PROVISIONS. Any provision of this Agreement
that is prohibited or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of the prohibition or
unenforceability without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of the provision in any other
jurisdiction.

                                      -19-
<PAGE>

     SECTION 19. HEADINGS AND REFERENCES. Section headings in this Agreement are
included for the convenience of reference only and do not constitute a part of
this Agreement for any other purpose. References to parties, express
beneficiaries and sections in this Agreement are references to the parties to or
the express beneficiaries and sections of this Agreement, as the case may be,
unless the context shall require otherwise.

     SECTION 20. ENTIRE AGREEMENT. This Agreement embodies the entire agreement
and understanding of the parties and supersedes all prior agreements or
understandings with respect to the subject matters of this Agreement.

     SECTION 21. SURVIVAL. Except as otherwise specifically provided in this
Agreement, each representation, warranty or covenant of each party contained in
to this Agreement shall remain in full force and effect, notwithstanding any
investigation or notice to the contrary or any waiver by the other party of a
related condition precedent to the performance by such other party of an
obligation under this Agreement.

     SECTION 22. EXCLUSIVE JURISDICTION. Each of the parties hereto hereby (a)
irrevocably consents and submits to the exclusive jurisdiction of the Supreme
Court of the State of New York located in New York County and of the United
States District Court for the Southern District of New York in connection with
any suit, action or other proceeding (each, an "ACTION") arising out of or
relating to this Agreement or the transactions contemplated hereby as the
exclusive jurisdictions for such proceeding, (b) waives any objection to venue
in New York County or such District, and (c) agrees that service of any summons,
complaint, notice or other process relating to such suit, action or other
proceeding may be effected in the manner provided by Section 12.

     SECTION 23. WAIVER OF JURY TRIAL. Each party waives any right to a trial by
jury in any Action to enforce or defend any right under this Agreement or any
amendment, instrument, document or agreement delivered, or which in the future
may be delivered, in connection with this Agreement and agrees that any Action
shall be tried before a court and not before a jury.

     SECTION 24. AFFILIATE. Nothing contained in this Agreement shall constitute
Stockholder or any Registering Stockholder an "affiliate" of any of the Company
and its Subsidiaries within the meanings of the Securities Act or the Exchange
Act, respectively, including, without limitation, Rule 144 under the Securities
Act.

     SECTION 25. NON-RECOURSE. No recourse under this Agreement shall be had
against any "controlling person" (within the meaning of Section 20 of the
Exchange Act) of any party or the stockholders, directors, officers, employees,
agents and Affiliates of such party or such controlling persons, whether by the
enforcement of any assessment or by any legal or equitable proceeding, or by
virtue of any regulation, it being expressly agreed and acknowledged that no
personal liability whatsoever shall attach to, be imposed on or otherwise be
incurred by such controlling person, stockholder, director, officer, employee,
agent or affiliate, as such, for any obligations of such party under this
Agreement or for any claim based on, in respect of or by reason of such
obligations or their creation.

                                      -20-
<PAGE>

     SECTION 26. NO INCONSISTENT AGREEMENTS. The Company shall not enter into,
or amend or otherwise modify, any agreement to afford to any person other than
Stockholder and the holders of Registrable Shares rights with respect to the
registration under the Securities Act of shares of Common Stock or other
securities or the inclusion of any such shares or other securities in any
registration that are inconsistent with, or conflict with, the rights of
Stockholder and the holders of Registrable Shares under this Agreement,
including, without limitation, Sections 1, 2, 3 and 4. In no event shall the
Company enter into any agreement or other arrangement with any person that would
entitle such person to have securities registered by the Company with the SEC in
circumstances that would permit the allocation of such securities other than
pursuant to Section 2(e)(iii)(C) (with respect to any "demand" registration
rights) or Section 3(c)(ii)(C) (with respect to any "piggy-back" registration
rights). The Company represents and warrants to the Stockholder that the Company
has not previously granted any registration rights that would entitle any person
to have securities registered by the Company with the SEC, other than in a
manner that would be in accordance with the prior two sentence if such two
sentence were in effect on the date of grant thereof.

     SECTION 27. BEST EFFORTS. Whenever this Agreement requires a party to use
its "best efforts," such "best efforts" shall in no event require such party to
incur expenses that are unreasonable in light of the circumstances at the time
such best efforts are required.



                      [The next page is the signature page]



                                      -21-
<PAGE>

     The parties have executed and delivered this Amended and Restated
Registration Rights Agreement as of the date first written above.

                                          5B TECHNOLOGIES CORPORATION

                                          By: /s/ Glenn Nortman
                                             -----------------------------
                                             Name:  Glenn Nortman
                                             Title: Chief Executive Officer

                                          CONNECTICUT BANK OF COMMERCE

                                          By: /s/ Richard Assaf
                                             -----------------------------
                                             Name:  Richard Assaf
                                             Title: Vice President