<PAGE>

                                                                    EXHIBIT 10.3


                                                                  EXECUTION COPY
                                                                  --------------

                         REGISTRATION RIGHTS AGREEMENT

    AGREEMENT, made as of the 30/th/ day of March, 2000, by and among MIND
C.T.I. Ltd., an Israeli corporation (the "Company"), those persons set forth on
Schedule 1 as Investors (each an "Investor" and collectively the "Investors"),
----------
and those persons set forth on Schedule 2 as Principal Shareholders (each, a
                               ----------
"Principal Shareholder" and collectively, the "Principal Shareholders").

    WHEREAS, the Investors are acquiring an aggregate of 111,111 Series A
Convertible Preferred Shares, par value NIS 0.01 per share, of the Company (the
"Series A Preferred Shares") and 27,778 Series B Convertible Preferred Shares,
par value NIS 0.01 per share, of the Company (the "Series B Preferred Shares"),
pursuant to the terms of a Share Purchase Agreement dated as of the date hereof
among the Company, the Investors, and certain other parties named therein (the
"Purchase Agreement"); and

    WHEREAS, it is a condition to the obligations of the Investors under the
Purchase Agreement that this Agreement be executed by the parties hereto in
order to provide the Investors with certain registration rights, and the parties
are willing to execute this Agreement and to be bound by the provisions hereof;

    NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto agree as follows:

    1.  Certain Definitions.  As used in this Agreement, the following terms
        -------------------
shall have the following respective meanings:

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

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

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

    "Holder" means the person who is then the record owner of Registrable
Securities which have not been sold to the public.

    "Initiating Holders" means any Investor and its assignees.

                                      -1-
<PAGE>

    "Registrable Securities" means (i) all Ordinary Shares, par value NIS 0.01
per share, of the Company (the "Common Stock"), now owned or hereafter acquired
by any Investor, (ii) all shares of Common Stock now owned or hereafter acquired
by the Principal Shareholders, (iii) all shares of Common Stock issued or
issuable with respect to securities of the Company convertible into or
exercisable for shares of Common Stock now owned or hereafter acquired by any
Investor, and (iv) any Common Stock issued in respect of the shares described in
clauses (i), (ii) and (iii) upon any stock split, stock dividend,
recapitalization or other similar event.

    The term "register" means to register under the Act and applicable state
securities laws for the purpose of effecting a public sale of securities.

    "Registration Expenses" means all expenses incurred by the Company in
compliance with Sections 2, 3 or 5 hereof, including, without limitation, all
registration and filing fees, printing expenses, transfer taxes, fees and
disbursements of counsel for the Company, blue-sky fees and expenses, fees of
transfer agents and registrars, reasonable fees and disbursements of one counsel
for all the selling Holders, and the expense of any special audits incident to
or required by any such registration.

    "Selling Expenses" means all underwriting discounts and selling commissions
applicable to the sale of Registrable Securities.

    2.  Requested Registrations
        -----------------------

        (a)  Subject to Section 2(c), if the Company shall receive from one or
more Initiating Holders a written request that the Company effect the
registration of Registrable Securities representing at least twenty-five percent
(25%) of the Registrable Securities held by or issuable to all the Investors and
their assigns (or, after the Company has effected a public offering of its
Common Stock, any lesser percentage if the reasonably anticipated aggregate
price to the public of the Registrable Securities to be included in such
registration would exceed $2,000,000), in connection with a firm commitment
underwriting, the Company will:

             (i)   promptly give written notice of the proposed registration to
         all other Holders; and

             (ii)  as soon as practicable, use all commercially reasonable
         efforts to effect such registration as may be so requested and as would
         permit or facilitate the sale and distribution of such portion of such
         Registrable Securities as are specified in such request, together with
         such portion of the Registrable Securities of any Holder or Holders
         joining in such request as are specified in a written request given
         within thirty (30) days after receipt of such written notice from the
         Company. If the underwriter managing the offering advises the Holders
         who have requested inclusion of their Registrable Securities in such
         registration that marketing considerations require a limitation on the
         number of shares offered, such limitation or cut-back shall be imposed
         as follows: first, there shall be excluded shares of the Principal
                     -----
         Shareholders who requested inclusion of Registrable Securities in such
         registration pursuant to Section 3 hereof, pro rata on the basis of the
                                                    --- ----
         shares

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         requested to be included by each; provided, however, that until October
         6, 2001, any such exclusion of Registrable Securities of Monica
         Eisinger, Lior Salanksy and ADC Teledata Communications Ltd. ("ADC")
         shall be affected such that ADC shall be entitled to include
         Registrable Securities such that ADC shall be entitled to participate
         in any such registration at twice the rate of Monica Eisinger and Lior
         Salansky (by way of example, exclusions of Registrable Securities could
         occur such that Monica Eisinger and Lior Salansky would be entitled to
         include 10% of the Registrable Securities held by them and ADC would be
         entitled to include 20% of the Registrable Securities held by it),
         provided, further, that in no event, shall any such adjustment as
         between Monica Eisinger, Lior Salanksy and ADC entitle any of the same
         to any inclusion not otherwise permitted hereunder or which would
         result in exclusion of any other Registrable Securities not otherwise
         provided hereunder; and next, there shall be excluded shares of the
                                 ----
         Investors who requested inclusion of Registrable Securities in such
         registration, pro rata on the basis of the shares requested to be
                       --- ----
         included by each. The Investors may initiate two (2) registrations
         pursuant to this Section 2(a). No registration initiated by the
         Initiating Holders hereunder shall count as a registration under this
         Section 2(a) unless and until it shall have been declared effective (an
         "Effective Registration") and the Initiating Holders shall have sold
         all of the Registrable Securities included by them in such
         registration, unless such registration is withdrawn at the request of
         the Initiating Holders and such request is not due to an adverse change
         in the business or financial condition of the Company.

         (b) The underwriter of any underwriting requested under this Section 2
shall be selected by the Holders holding a majority of the Registrable
Securities to be included therein; provided that such underwriter must be
reasonably acceptable to the Company.

         (c) Notwithstanding anything to the contrary contained herein, the
Company shall not be required to register any securities pursuant to Section
2(a) hereof during the 180 days following the effective date of a registration
statement filed by the Company covering a firm commitment underwritten public
offering in which the Initiating Holders have been entitled to join pursuant to
Section 3 or Section 5 hereof and in which there shall have been effectively
registered all shares of Registrable Shares as to which registration shall have
been requested.

    3.    "Piggy Back" Registrations.
           -------------------------

      (a) If the Company shall determine to register any of its securities,
either for its own account or the account of a security holder or holders
exercising their registration rights (subject to the provisions of Section 2),
other than a registration relating solely to employee benefit plans or a
registration on any registration form which does not permit secondary sales or
does not include substantially the same information as would be required to be
included in a registration statement covering the sale of Registrable Securities
or pursuant to Form S-4, the Company will:

          (i) Promptly give to each Holder of Registrable Securities written
         notice thereof (which shall include the number of shares the Company or
         other security

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<PAGE>

         holder proposes to register and, if known, the name of the proposed
         underwriter); and

           (ii) Use its best efforts to include in such registration all the
         Registrable Securities specified in a written request or requests, made
         by any Holder within twenty (20) days after the date of delivery of the
         written notice from the Company described in clause (i) above.  If the
         underwriter advises the Company that marketing considerations require a
         limitation on the number of shares offered pursuant to any registration
         statement, then the Company may offer all of the securities it proposes
         to register for its own account and such limitation on any remaining
         securities that may, in the opinion of the underwriter, be sold will be
         imposed pro rata among such Holders who requested inclusions of
                 --- ----
         Registrable Securities in such registration according to the number of
         Registrable Securities then held by such Holders; provided, however,
         that until October 6, 2001, any such exclusion of Registrable
         Securities of Monica Eisinger, Lior Salanksy and ADC shall be affected
         such that ADC shall be entitled to include Registrable Securities such
         that ADC shall be entitled to participate in any such registration at
         twice the rate of Monica Eisinger and Lior Salansky (by way of example,
         exclusions of Registrable Securities could occur such that Monica
         Eisinger and Lior Salansky would be entitled to include 10% of the
         Registrable Securities held by them and ADC would be entitled to
         include 20% of the Registrable Securities held by it), provided,
         further, that in no event, shall any such adjustment as between Monica
         Eisinger, Lior Salanksy and ADC entitle any of the same to any
         inclusion not otherwise permitted hereunder or which would result in
         exclusion of any other Registrable Securities not otherwise provided
         hereunder.

         (b) The Company shall select the underwriter for an offering made
pursuant to this Section 3; provided that such underwriter must be reasonably
                            --------
acceptable to the Holders of a majority of the Registrable Securities being
registered in such offering.

     4.  Expenses of Registration.  All Registration Expenses incurred in
         ------------------------
connection with any registration, qualification or compliance pursuant to
Section 2, 3, or 5 shall be paid by the Company.  All Selling Expenses incurred
in connection with any such registration, qualification or compliance shall be
borne by the holders of the securities registered, pro rata on the basis of the
                                                   --- ----
number of their shares so registered.

     5.  Registration on Form S-3.  The Company shall use its best efforts to
         ------------------------
qualify for registration on Form S-3 or any comparable or successor form; and to
that end the Company shall register (whether or not required by law to do so)
the Common Stock under the Exchange Act in accordance with the provisions of the
Exchange Act following the effective date of the first registration of any
securities of the Company on Form S-1 or any comparable or successor form.
After the Company has qualified for the use of Form S-3, in addition to the
rights contained in the foregoing provisions of this Agreement, the Investors
and ADC Teledata Communications Ltd. shall have the right to request
registrations on Form S-3 (such requests

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shall be in writing and shall state the number of shares of Registrable
Securities to be disposed of and the intended methods of disposition of such
shares by such Holder or Holders).

     6.  Registration Procedures.  In the case of each registration effected by
         -----------------------
the Company pursuant to this Agreement, the Company will keep each Holder of
Registrable Securities included in such registration advised in writing as to
the initiation of each registration and as to the completion thereof.  At its
expense, the Company will do the following for the benefit of such Holders:

         (a)  Keep such registration effective for a period of 120 days or until
the Holder or Holders have completed the distribution described in the
registration statement relating thereto, whichever first occurs, and amend or
supplement such registration statement and the prospectus contained therein from
time to time to the extent necessary to comply with the Act and applicable state
securities laws;

         (b)  Use its best efforts to register or qualify the Registrable
Securities covered by such registration under the applicable securities or "blue
sky" laws of such jurisdictions as the selling shareholders may reasonably
request; provided, that the Company shall not be obligated to qualify to do
business in any jurisdiction where it is not then so qualified or otherwise
required to be so qualified or to take any action which would subject it to the
service of process in suits other than those arising out of such registration;

         (c)  Furnish such number of prospectuses and other documents incident
thereto as a Holder from time to time may reasonably request;

         (d)  In connection with any underwritten offering pursuant to a
registration statement filed pursuant to Section 2 hereof, the Company will
enter into any underwriting agreement reasonably necessary to effect the offer
and sale of Common Stock, provided such underwriting agreement contains
customary underwriting provisions and is entered into by the Holder and provided
further that, if the underwriter so requests, the underwriting agreement will
contain customary contribution provisions on the part of the Company;

         (e)  To the extent then permitted under applicable professional
guidelines and standards, use its best efforts to obtain a comfort letter from
the Company's independent public accountants in customary form and covering such
matters of the type customarily covered by comfort letters and an opinion from
the Company's counsel in customary form and covering such matters of the type
customarily covered in a public issuance of securities, in each case addressed
to the Holders, and provide copies thereof to the Holders; and

         (f)  Permit the counsel to the selling Holders whose expenses are being
paid pursuant to Section 4 hereof to inspect and copy such corporate documents
as he may reasonably request.

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     7.  Indemnification.
         ---------------

         (a)  The Company will, and hereby does, indemnify each Holder, each of
its officers, directors and partners, and each person controlling such Holder
within the meaning of the Act, with respect to which registration, qualification
or compliance has been effected pursuant to this Agreement, and each
underwriter, if any, and each person who controls such underwriter within the
meaning of the Act, against all claims, losses, damages and liabilities (or
actions in respect thereof) arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any prospectus,
offering circular or other document (including any related registration
statement, notification or the like) incident to any such registration,
qualification or compliance, or based on 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 any violation by the Company of the
Act or the Exchange Act or securities act of any state or any rule or regulation
thereunder applicable to the Company and relating to action or inaction required
of the Company in connection with any such registration, qualification or
compliance, and will reimburse each such Holder, each of its officers, directors
and partners, and each person controlling such Holder, each such underwriter and
each person who controls any such underwriter, for any legal and any other
expenses reasonably incurred in connection with investigating and defending any
such claim, loss, damage, liability or action, whether or not resulting in any
liability, provided that the Company will not be liable in any such case to the
extent that any such claim, loss, damage, liability or expense arises out of or
is based on any untrue statement (or alleged untrue statement) or omission (or
alleged omission) based upon written information furnished to the Company by
such Holder or underwriter and stated to be specifically for use therein.

         (b)  Each Holder will, if Registrable Securities held by it or him are
included in the securities as to which such registration, qualification or
compliance is being effected, indemnify the Company, each of its directors and
officers and each underwriter, if any, of the Company's securities covered by
such a registration statement, each person who controls the Company or such
underwriter within the meaning of the Act and the rules and regulations
thereunder, each other such Holder and each of their officers, directors and
partners, and each person controlling such Holder, against all claims, losses,
damages and liabilities (or actions in respect thereof) arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any such registration statement, prospectus, offering circular or
other document, 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 will reimburse the Company, each person controlling
the Company, each underwriter and each person who controls any such underwriter,
each Holder and each person controlling such Holder, and their respective
directors, officers, partners, persons, underwriters and control persons for any
legal or any other expenses reasonably incurred in connection with investigating
or defending any such claim, loss, damage, liability or action, whether or not
resulting in liability, in each case to the extent, but only to the extent, that
such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement, prospectus, offering circular
or other document in reliance upon and in conformity with written information
furnished to the Company by such Holder and stated to be specifically for use
therein; provided, however, that the

                                      -6-
<PAGE>

obligations of each Holder hereunder shall be limited to an amount equal to the
net proceeds received by such Holder upon sale of his securities.

          (c)  Each party entitled to indemnification under this Section 7 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, but the
failure of any Indemnified Party to give such notice shall not relieve the
Indemnifying Party of its obligations under this Section 7 (except and to the
extent the Indemnifying Party has been prejudiced as a consequence thereof).
The Indemnifying Party will be entitled to participate in, and to the extent
that it may elect by written notice delivered to the Indemnified Party promptly
after receiving the aforesaid notice from such Indemnified Party, at its expense
to assume, the defense of any such claim or any litigation resulting therefrom,
with counsel reasonably satisfactory to such Indemnified Party, provided that
the Indemnified Party may participate in such defense at its expense,
notwithstanding the assumption of such defense by the Indemnifying Party, and
provided, further, that if the defendants in any such action shall include both
the Indemnified Party and the Indemnifying Party and the Indemnified Party shall
have reasonably concluded that there may be legal defenses available to it
and/or other Indemnified Parties which are different from or additional to those
available to the Indemnifying Party, the Indemnified Party or Parties shall have
the right to select separate counsel to assert such legal defenses and to
otherwise participate in the defense of such action on behalf of such
Indemnified Party or Parties and the fees and expenses of such counsel shall be
paid by the Indemnifying Party.  No Indemnifying Party, in the defense of any
such claim or litigation, shall, except with the consent of each Indemnified
Party, consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect
to such claim or litigation.  Each Indemnified Party shall (i) furnish such
information regarding itself or the claim in question as an Indemnifying Party
may reasonably request in writing and as shall be reasonably required in
connection with defense of such claim and litigation resulting therefrom and
(ii) shall reasonably assist the Indemnifying Party in any such defense,
provided that the Indemnified Party shall not be required to expend its funds in
connection with such assistance.

          (d)  No Holder shall be required to participate in a registration
pursuant to which it would be required to execute an underwriting agreement in
connection with a registration effected under Section 2 or 3 which imposes
indemnification or contribution obligations on such Holder more onerous than
those imposed hereunder; provided, however, that the Company shall not be deemed
to breach the provisions of Section 2 or 3 if a Holder is not permitted to
participate in a registration on account of his refusal to execute an
underwriting agreement on the basis of this subsection (d).

     8.   Information by Holder.  Each Holder of Registrable Securities included
          ---------------------
in any registration shall furnish to the Company such information regarding such
Holder and the distribution proposed by such Holder as the Company may
reasonably request in writing and as shall be reasonably required in connection
with any registration, qualification or compliance referred to in this Agreement
or otherwise required by applicable state or federal securities laws.

                                      -7-
<PAGE>

     9.   Limitations on Registration Rights.  From and after the date of this
          ----------------------------------
Agreement, the Company shall not, without the prior written consent of the
Investors, enter into any agreement with any holder or prospective holder of any
securities of the Company which would give any such holder or prospective holder
(a) the right to require the Company, upon any registration of any of its
securities, to include, among the securities which the Company is then
registering, securities owned by such holder, unless under the terms of such
agreement, such holder or prospective holder may include such securities in any
such registration only to the extent that the inclusion of its securities will
not limit the number of Registrable Securities sought to be included by the
Holders of Registrable Securities or reduce the offering price thereof; or (b)
the right to require the Company to initiate any registration of any securities
of the Company.

     10.  Exception to Registration.  The Company shall not be required to
          -------------------------
effect a registration under this Agreement if (i) in the written opinion of
counsel for the Company, which counsel and the opinion so rendered shall be
reasonably acceptable to the Holders of Registrable Securities, such Holders may
sell without registration under the Act all Registrable Securities for which
they requested registration under the provisions of the Act and in the manner
and in the quantity in which the Registrable Securities were proposed to be
sold, or (ii) the Company shall have obtained from the Commission a "no-action"
letter to that effect; provided that this Section 10 shall not apply to sales
made under Rule 144(k) or any successor rule promulgated by the Commission until
after the effective date of the Company's initial registration of shares under
the Act.  Notwithstanding the foregoing, in no event shall the provisions of
this Section 10 be construed to preclude a Holder of Registrable Securities from
exercising rights under Section 3 for a period of three years after the
effective date of the Company's initial registration of shares under the Act.

     11.  Rule 144 Reporting.  With a view to making available the benefits of
          ------------------
certain rules and regulations of the Commission which may permit the sale of
restricted securities (as that term is used in Rule 144 under the Act) to the
public without registration, the Company agrees to:

          (a)  make and keep public information available as those terms are
understood and defined in Rule 144 under the Act, at all times from and after
ninety (90) days following the effective date of the first registration under
the Act filed by the Company for an offering of its securities to the general
public;

          (b)  use its best efforts to file with the Commission in a timely
manner all reports and other documents required of the Company under the Act and
the Exchange Act at any time after it has become subject to such reporting
requirements; and

          (c)  so long as a Holder owns any restricted securities, furnish to
the Holder forthwith upon request a written statement by the Company as to its
compliance with the reporting requirements of Rule 144 (at any time from and
after ninety days following the effective date of the first registration
statement filed by the Company for an offering of its securities to the general
public), and of the Act and Exchange Act (at any time after it has

                                      -8-
<PAGE>

become subject to such reporting requirements), a copy of the most recent annual
or quarterly report of the Company, and such other reports and documents so
filed by the Company as a Holder may reasonably request in availing itself of
any rule or regulation of the Commission allowing an Investor to sell any such
securities without registration.

     12.  Listing Application.  If shares of any class of stock of the Company
          -------------------
shall be listed on a national securities exchange, the Company shall, at its
expense, include in its listing application all of the shares of the listed
class then owned by any Investor and any Principal Shareholder.

     13.  Damages.  The Company recognizes and agrees that the Holder of
          -------
Registrable Securities shall not have an adequate remedy if the Company fails to
comply with the provisions of this Agreement, and that damages will not be
readily ascertainable, and the Company expressly agrees that in the event of
such failure any Holder of Registrable Securities shall be entitled to seek
specific performance of the Company's obligations hereunder and that the Company
will not oppose an application seeking such specific performance.

     14.  Representations and Warranties of the Company.  The Company represents
          ---------------------------------------------
and warrants to the Investors as follows:

          (a)  The execution, delivery and performance of this Agreement by the
Company have been duly authorized by all requisite corporate action and will not
violate any provision of law, any order of any court or other agency or
government by which the Company or any of its properties or assets is bound, the
Articles of Association or By-laws of the Company or any provision of any
indenture, agreement or other instrument to which the Company or any of its
properties or assets is bound, conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any such
indenture, agreement or other instrument or result in the creation or imposition
of any lien, charge or encumbrance of any nature whatsoever upon any of the
properties or assets of the Company.

          (b)  This Agreement has been duly executed and delivered by the
Company and constitutes the legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms.

     15.  Miscellaneous.
          -------------

          (a)  All covenants and agreements contained in this Agreement by or on
behalf of any of the parties hereto shall bind and inure to the benefit of the
respective successors and assigns of the parties hereto (including without
limitation transferees of any Registrable Securities), whether so expressed or
not.

          (b)  If requested in writing by the underwriters, and approved by the
Company's Board of Directors, for the initial underwritten public offering of
securities of the Company, each holder of Registrable Securities who is a party
to this Agreement shall agree not to sell publicly any shares of Common Stock
(other than shares of Common Stock being registered in such offering), without
the consent of such underwriters, for a period of not more

                                      -9-
<PAGE>

than 180 days following the effective date of the registration statement
relating to such offering; provided, however, that all other persons selling
                           --------  -------
shares of Common Stock in such offering and all executive officers and directors
of the Company shall also have agreed to similar restrictions with respect to
their Common Stock. If requested in writing by the underwriters, and approved by
the Company's Board of Directors, upon the consummation of an underwritten
public offering of securities of the Company within eighteen (18) months after
the initial underwritten public offering, each holder of Registrable Securities
who is a party to this Agreement shall agree not to sell publicly any shares of
Common Stock (other than shares of Common Stock being registered in such
offering), without the consent of such underwriters, for a period equal to the
lesser of (i) 90 days following the effective date of the registration statement
relating to such offering; or (ii) the period of time that all executive
officers and directors of the Company shall have agreed to such restrictions
with respect to their Common Stock; provided that such restrictions apply only
to the first underwritten public offering consummated by the Company following
the initial underwritten public offering.

          (c)  All notices, requests, consents and other communications
hereunder shall be in writing and shall be (i) mailed by certified or registered
mail, return receipt requested, postage prepaid (ii) sent by hand delivery,
(iii) sent by facsimile, or (iv) sent by overnight courier addressed as follows:

          If to the Company, any Principal Shareholder or any Investor, at the
     address of such party set forth on Schedule I hereto or the most recent
     address as is shown on the stock records of the Company; and

          If to any subsequent Holder of Registrable Securities, to it at such
     address as may have been furnished to the Company in writing by such
     Holder; or, in any case, at such other address or addresses as shall have
     been furnished in writing to the Company (in the case of a Holder of
     Registrable Securities) or to the Holders of Registrable Securities (in the
     case of the Company) in accordance with the provisions of this paragraph.

          (d)  This Agreement shall be governed by and construed in accordance
with the laws of the State of Israel.

          (e)  This Agreement may not be amended or modified, and no provision
hereof may be waived, without the written consent of the Company and the
Investors holding at least 51% of the outstanding Registrable Securities held by
the Investors; provided that any such action that adversely affects the rights
of the Principal Shareholders must similarly affect the rights of the Investors,
and provided, further that any such action which adversely affects the rights of
ADC shall require the consent of ADC.

          (f)  This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

          (g)  If any provision of this Agreement shall be held to be illegal,
invalid or unenforceable, such illegality, invalidity or unenforceability shall
attach only to such provision

                                      -10-
<PAGE>

and shall not in any manner affect or render illegal, invalid or unenforceable
any other provision of this Agreement, and this Agreement shall be carried out
as if any such illegal, invalid or unenforceable provision were not contained
herein.

                              * * * * * * * * * *

                                      -11-
<PAGE>

                         REGISTRATION RIGHTS AGREEMENT

                          Counterpart Signature Page
                          --------------------------

     IN WITNESS WHEREOF, this Agreement has been executed as an instrument under
SEAL as of the date and year first above written.

                                    COMPANY:

                                    MIND C.T.I. LTD.

                                        /s/ Monica Eisinger
                                    By: ____________________________
                                        Name: Monica Eisinger
                                        Title: President


                                    INVESTORS:
                                    Summit Ventures V, L.P.

                                    By: Summit Partners V, L.P.,
                                        Its General Partner

                                    By: Summit Partners, LLC
                                        Its General Partner

                                        /s/ Kevin Mohan
                                    By: ____________________________
                                        Member


                                    Summit V Companion Fund, L.P.

                                    By: Summit Partners V, L.P.,
                                        Its General Partner

                                    By: Summit Partners, LLC
                                        Its General Partner

                                        /s/ Kevin Mohan
                                    By: ____________________________
                                        Member

                                      -12-
<PAGE>

                         REGISTRATION RIGHTS AGREEMENT

                          Counterpart Signature Page


                                    Summit V Advisors Fund, L.P.

                                    By:  Summit Partners, LLC
                                         Its General Partner


                                         /s/ Kevin Mohan
                                    By:  ___________________________
                                         Member


                                    Summit V Advisors Fund (QP), L.P.

                                    By:  Summit Partners, LLC
                                         Its General Partner


                                         /s/ Kevin Mohan
                                    By:  ___________________________
                                         Member


                                    Summit Investors III, L.P.


                                         /s/ Kevin Mohan
                                    By:  ___________________________
                                         General Partner

                                    Oscar Gruss & Son Incorporated


                                         /s/ Michael Shaoul
                                    By:  ___________________________
                                    Name: Michael Shaoul
                                    Title: Executive Vice President

                                      -13-
<PAGE>

                         REGISTRATION RIGHTS AGREEMENT

                          Counterpart Signature Page
                          --------------------------


                                    PRINCIPAL SHAREHOLDERS:

                                    /s/ Monica Eisinger
                                    ___________________________________
                                    Monica Eisinger, individually


                                    /s/ Lior Salansky
                                    ___________________________________
                                    Lior Salansky, individually


                                    ADC Teledata Communications Ltd.


                                        /s/ Ilan Melamed
                                    By: _______________________________
                                        Name: Ilan Melamed
                                        Title: Chief Executive Officer

                                      -14-
<PAGE>

SCHEDULE I
----------

Name and Address
----------------

Company
-------

MIND C.T.I. Ltd.
POB 144
Industrial Park
Yokne'am Elit, 20692 Israel
Attention: President

Investors
---------

Summit Ventures V, L.P.
Summit V Companion Fund, L.P.
Summit V Advisors Fund, L.P.
Summit V Advisors Fund (QP), L.P.
Summit Investors III, L.P.
c/o Summit Partners
600 Atlantic Avenue, Suite 2800
Boston, MA 02210-2227
Attn: Kevin Mohan

Oscar Gruss & Son Incorporated
30 Kalisher Street
Tel Aviv, Israel 65257
Attention: Jed Arkin

Principal Shareholders
----------------------

Monica Eisinger
Mitzpe Ho'shaya
Israel

Lior Salansky
19 Snir Street
Yokne'am Elit, 20692 Israel

ADC Teledata Communications Ltd.
c/o ADC Telecommunications, Inc.
12501 Whitewater Drive
Minnetonka, MN 55343
Attention: General Counsel

                                      -15-