Exhibit 10.1

                               EXCHANGE AGREEMENT


     THIS EXCHANGE  AGREEMENT (this  "Agreement") is made and entered into as of
the  24th day of  January,  2000,  by and  between  Aden  Enterprises,  Inc.,  a
California corporation,  with its principal place of business at 13314 I Street,
Omaha, NE 68137 ("Aden"),  and  MercExchange,  LLC, a Virginia limited liability
company,  with  its  principal  place  of  business  at  114 N.  Alfred  Street,
Alexandria, VA 22314 ("MercExchange").

     WHEREAS,  MercTravel,  Incorporated, a Delaware corporation ("MercTravel"),
is a wholly owned subsidiary of MercExchange; and

     WHEREAS,  Aden desires to acquire all of the issued and outstanding  shares
of common stock of MercTravel on the terms and conditions hereinafter set forth;
and

     WHEREAS,  the parties  desire that the  transactions  contemplated  by this
Agreement  constitute  an exchange of property as provided in Section 351 of the
Internal Revenue Code of 1986, as amended.

     NOW,  THEREFORE,  in  consideration of the premises and the mutual promises
and covenants set forth herein, the parties agree as follows:

1.   Representations of MercExchange.

a.   To  the  knowledge  of  MercExchange,   the  authorized  capital  stock  of
     MercTravel  consists of 1,000  shares of common  stock,  par value $.01 per
     share,  of which 1,000 shares are issued and  outstanding.  MercExchange is
     the sole  shareholder.  There are no  outstanding  or  authorized  options,
     warrants, purchase rights, subscription rights, conversion rights, exchange
     rights,   or  other  contracts  or  commitments  that  could  require  such
     corporation to issue, sell or otherwise cause to become  outstanding any of
     its  capital  stock.   There  are  no   outstanding  or  authorized   stock
     appreciation,  phantom stock, profit participation,  or similar rights with
     respect to such corporation.  There are no voting trusts, proxies, or other
     agreements  or  understandings  with  respect to the voting of the  capital
     stock of such corporation.

b.   To  the  knowledge  of  MercExchange,  MercTravel  is  a  corporation  duly
     organized,  validly  existing  and in good  standing  under the laws of the
     jurisdiction of its incorporation and has all requisite corporate power and
     authority  to own,  lease and  operate its  properties  and to carry on its
     businesses as now being conducted,  and is duly qualified to do business as
     a  foreign  corporation,  if  required,  and is in  good  standing  in each
     jurisdiction  in which the  ownership or leasing of its  properties  or the
     conduct  of its  business  require  such  qualification,  except  where the
     failure to be so qualified would not have a material  adverse effect on the
     assets,  business,  results  of  operations  or  conditions  (financial  or
     otherwise) of each of such corporation. MercTravel has previously delivered
     to Aden true,  complete and correct  copies of its charter and by-laws,  as
     currently in effect.

c.   To the knowledge of MercExchange,  MercTravel has no  subsidiaries,  or any
     direct  or  indirect  interest,  whether  by  way  of  stock  ownership  or
     otherwise, in any corporation, firm, association or business enterprise.

d.   To the knowledge of MercExchange, MercTravel owns and possesses, or is duly
     licensed  in  respect  of,  all  licenses,  trademarks,  trademark  rights,
     applications for trademarks, trade names, trade name rights, processes, and
     formulas,  necessary  for the  operation  of its  business,  with no  known
     material conflict with the rights of others, and the same are subject to no
     liens, encumbrances, claims, or charges.



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e.   As of the date of this Agreement,  to the knowledge of MercExchange,  there
     are no actions,  suits,  or  proceedings  pending or, to the  knowledge  of
     MercExchange,  threatened,  against  MercTravel,  at law or in  equity,  or
     before or by any federal, state, municipal, or other governmental agency or
     instrumentality,  domestic or foreign,  except for those actions, suits, or
     proceedings  which  would not have a  material  and  adverse  effect on the
     financial  condition  of  MercTravel.  MercTravel  is not in  default  with
     respect  of any order or  decree  of any court or of any such  governmental
     agency or instrumentality.

f.   Neither the execution and delivery of this  Agreement nor the  consummation
     of the transactions  herein  contemplated,  will conflict with or result in
     the breach of, or accelerate the performance  required by, any terms of any
     agreement to which either of MercTravel or MercExchange are now a party, or
     constitute  a default  thereunder,  or result in the  creation of any lien,
     charge, or encumbrance upon any of the properties or assets of MercTravel.

g.   To  the  knowledge  of  MercExchange,  MercTravel  is  not a  party  to any
     agreement  or  instrument   subject  to  any  charter  or  other  corporate
     restriction  materially and adversely effecting the business,  property, or
     assets,   operations   or  condition   (financial  or  otherwise)  of  such
     corporation.

h.   To the knowledge of MercExchange,  MercTravel and MercExchange  have timely
     filed all tax returns and reports  required to be filed by each,  including
     without limitation all federal,  state, local and foreign tax returns,  and
     all such tax  returns and  reports  are true,  complete  and correct in all
     material  respects.  MercTravel has paid in full or made adequate provision
     by the establishment of reserves for all such taxes and other charges which
     have become due or have been asserted in writing by any taxing authority to
     be due, relating to each such corporation,  including,  if such corporation
     was  an S  Corporation  prior  to  the  consummation  of  the  transactions
     contemplated by this Agreement, taxes and other charges attributable to the
     S  Corporation  election by each such  corporation,  and has withheld  with
     respect to their  employees all federal and state income taxes,  FICA, FUTA
     and any other taxes or charges  required  to be  withheld  except for those
     taxes or other  charges the  failure of which to pay or withhold  would not
     have  a  material  and  adverse  effect  on  the  financial   condition  of
     MercTravel.  To the knowledge of  MercExchange,  there is no tax deficiency
     proposed  or   threatened   against   MercTravel.   To  the   knowledge  of
     MercExchange,  MercTravel has made all payments of estimated taxes, if any,
     when due in  amounts  sufficient  to avoid the  imposition  of any  penalty
     except where such penalty  would not have a material and adverse  effect on
     the financial condition of MercTravel. There are no outstanding agreements,
     waivers,  or  arrangements  extending  the  statutory  period of limitation
     applicable to any claim for, or the period for the collection or assessment
     of, taxes due from or with respect to  MercTravel  for any taxable  period,
     and no power of attorney granted by or with respect to MercTravel  relating
     to taxes is currently in force.  No closing  agreement  pursuant to Section
     7121 of the Internal Revenue Code of 1986, as amended,  (or any predecessor
     provision) or any similar provision of any state, local, or foreign law has
     been entered into by or with respect to  MercTravel  that could  materially
     and  negatively  effect the future  liability for taxes of  MercTravel.  No
     audit  or other  proceeding  by any  governmental  authority  has  formally
     commenced and no written  notification has been given that such an audit or
     other  proceeding  is pending or  threatened  with respect to any taxes due
     from or with respect to MercTravel  that could  materially  and  negatively
     affect the future liability for taxes of MercTravel.  No unpaid  assessment
     of  tax  has  been  proposed  in  writing  against  MercTravel  other  than
     assessment of a type that arise on a recurring basis in the ordinary course
     of business.

i.   To the  knowledge  of  MercExchange,  MercTravel  has no direct or indirect
     indebtedness,  liability,  claim, loss, damage,  deficiency,  obligation or
     responsibility, accrued, absolute, contingent or otherwise


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     ("Liabilities"),  which would be required by generally accepted  accounting
     principles  to  be  disclosed  in  their  respective  financial  statements
     (including,   without  limitation,   in  the  notes  thereto),  other  than
     liabilities  fully and  adequately  reflected  or  reserved  against  their
     respective  balance sheet,  prepared in accordance with generally  accepted
     accounting principles. To the knowledge of MercExchange, since December 13,
     1999,  MercTravel  has incurred no  liabilities  which would be required by
     generally accepted  accounting  principles to be disclosed in its financial
     statements  (including,  without limitation,  in the notes thereto),  other
     than Liabilities incurred since December 13, 1999 in the ordinary course of
     business.

j.   To the  knowledge  of  MercExchange,  MercTravel  is in  compliance  in all
     material respects with all applicable laws (including,  but not limited to,
     rules, regulations, codes, plans, injunctions,  judgments, orders, decrees,
     rulings,   and  charges   thereunder)  of  all  federal,   state  or  local
     governments, or any agency or instrumentality of the foregoing, domestic or
     foreign, in respect of the conduct of its business and ownership or leasing
     of its  properties,  except where the failure to so comply would not have a
     material adverse effect on the assets,  business,  results of operations or
     condition (financial or otherwise) of such corporation. To the knowledge of
     MercExchange,  MercTravel has all licenses, permits, orders or approvals of
     all federal, state or local governmental bodies,  quasi-governmental bodies
     or  authorities,  domestic or foreign,  which are material to, or necessary
     for, the conduct of the operations of such corporation. To the knowledge of
     MercExchange, no action, suit, proceeding, hearing, investigation,  charge,
     complaint,  claim,  demand,  or notice has been filed or commenced  against
     MercTravel  alleging any failure so to comply,  except where the failure to
     so comply  would not have a  material  and  adverse  effect on the  assets,
     business,  results of operations  or condition  (financial or otherwise) of
     such corporation.

k.   Since December 13, 1999,  there has not been any material adverse change in
     the business,  financial condition,  operations,  results of operations, or
     future prospects of MercTravel.

l.   MercTravel has good and marketable title to, or a valid leasehold  interest
     in, the properties and assets used by it, located on its premises, or shown
     in its balance sheet, or acquired after the date thereof, free and clear of
     all liens,  claims,  encumbrances,  charges,  and  assessments,  except for
     properties and assets  disposed of in the ordinary course of business since
     December 13, 1999.

m.   MercExchange further represents and warrants that:

     i.   The Aden Shares (as defined  below) are being  acquired for investment
          for  MercExchange's  own account,  not as a nominee or agent,  and not
          with a view to the resale or  distribution  of any part  thereof,  and
          MercExchange  has  no  present  intention  of  selling,  granting  any
          participation  in, or otherwise  distributing  the same.  MercExchange
          does not have any contract, undertaking, agreement or arrangement with
          any person to sell,  transfer or grant participation to such person or
          to any third person, with respect to any of the Aden Shares.

     ii.  MercExchange  believes it has  received all  information  it considers
          necessary or  appropriate  for  deciding  whether to purchase the Aden
          Shares.  MercExchange  has had an  opportunity  to ask  questions  and
          receive  answers from Aden  regarding the terms and  conditions of the
          offering of the Aden Shares.

     iii.MercExchange  has previously  invested in companies in the  development
          stage,  can bear the  economic  risks of the  investment  and has such
          knowledge and  experience in financial or business  matters that it is
          capable of  evaluating  the merits and risks of its  investment in the
          Aden Shares.



<PAGE>



     iv.  MercExchange  is an  accredited  investor as defined in Rule 501(a) of
          Regulation D, as amended,  of the Securities  and Exchange  Commission
          ("SEC") under the Securities Act of 1933, as amended.

     v.   MercExchange  understands  that  the  Aden  Shares  it  is  purchasing
          pursuant  to  this   Agreement  are   characterized   as   "restricted
          securities"  under the federal  securities  laws  inasmuch as they are
          being  acquired  from Aden in a  transaction  not  involving  a public
          offering and that under such laws and applicable  regulations the Aden
          Shares may be resold  without  registration  under the  Securities Act
          only  in   certain   limited   circumstances.   In  this   connection,
          MercExchange  is familiar  with SEC Rule 144, as  presently in effect,
          and  understands  the resale  limitations  imposed  thereby and by the
          Securities Act.

     vi.  MercExchange  will not dispose of any of the Aden  Shares  (other than
          pursuant to SEC Rules 144 or 144A or any similar or analogous  rule or
          rules) unless and until (A)  MercExchange  shall have notified Aden of
          the  proposed  disposition  and  the  circumstances   surrounding  the
          proposed   disposition   and,  if   reasonably   requested   by  Aden,
          MercExchange  shall  have  furnished  Aden with an  opinion of counsel
          reasonably  satisfactory  in form and  substance to Aden to the effect
          that  such  disposition  will  not  require   registration  under  the
          Securities  Act;  or (B) there is in effect a  registration  statement
          under the  Securities  Act covering the proposed  disposition  and the
          proposed  disposition  is made in  accordance  with such  registration
          statement.

     vii.The  certificates  evidencing the Aden Shares may bear the  restrictive
          legends set forth below,  except that such certificates shall not bear
          the  legends  set  forth  below  if:  (x)  the  transfer  was  made in
          compliance  with  Rule  144;  (y)  there is in  effect a  registration
          statement  under the Securities Act covering the proposed  disposition
          and  the  proposed   disposition  is  made  in  accordance  with  such
          registration  statement;  or (z) if the  opinion of  counsel,  if any,
          delivered  pursuant to this  Section is to the effect that such legend
          is not required in order to establish  compliance  with any provisions
          of the Securities Act:

          (A)  "THE  SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN
               REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT").
               THE  SECURITIES  MAY NOT BE  TRANSFERRED  UNLESS  A  REGISTRATION
               STATEMENT  UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH
               TRANSFER  IS MADE  PURSUANT TO RULES 144 OR 144A OF THE ACT OR AN
               EXEMPTION TO THE REGISTRATION REQUIREMENTS OF THE ACT."

          (B)  "THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE BEEN ACQUIRED
               FOR INVESTMENT AND HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES
               ACT OF 1933.  SUCH SHARES MAY NOT BE SOLD OR  TRANSFERRED  IN THE
               ABSENCE OF SUCH  REGISTRATION OR UNLESS THE CORPORATION  RECEIVES
               AN OPINION OF COUNSEL  REASONABLY  ACCEPTABLE  TO IT STATING THAT
               SUCH  SALE  OR   TRANSFER   IS  EXEMPT   FROM  THE   REGISTRATION
               REQUIREMENTS OF SAID ACT."

          (C)  Any legend required by the laws of any applicable  state or other
               jurisdiction governing the Aden Shares.

2.   Exchange of Stock.

a.   On the Closing Date, as hereinafter  fixed,  MercExchange  shall deliver to
     Aden certificates  representing all of the issued and outstanding shares of
     common stock of MercTravel, as the same shall be constituted on the Closing
     Date, duly endorsed in blank by the owner of record, or accompanied by duly
     executed stock powers in blank, and accompanied by


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     requisite  revenue  stamps  evidencing  the payment of the transfer tax, if
     any.

b.   On  the  Closing  Date,  as  hereinafter   fixed,  Aden  shall  deliver  to
     MercExchange  fifty-eight million  (58,000,000) shares of restricted common
     stock in Aden Enterprises, Inc. (the "Aden Shares").

3.  Closing.  The  consummation  of the  transactions  contemplated  herein (the
"Closing")  shall take place at the  offices of Erickson &  Sederstrom,  P.C. at
10330 Regency Parkway Drive,  Omaha,  Nebraska 68114, at 10:00 a.m. (local time)
on February 25, 2000 (the  "Closing  Date"),  or at such other time and place as
the parties may agree.

4. Indemnity for Damages.  MercExchange  shall indemnify,  fully defend and save
and hold  harmless  Aden at all times  from and  against  all  demands,  claims,
actions, causes of action, assessments,  losses, damages, liabilities, costs and
expenses,  including,  without  limitation,  interest,  penalties and reasonable
attorneys' fees and expenses,  but net of any tax savings and insurance proceeds
actually received by the indemnitee as a result of the matter giving rise to the
indemnification,  asserted  against,  resulting to,  imposed upon or incurred by
Aden,  by reason of or  resulting  from any  inaccurate  representation  made by
MercExchange  in  this  Agreement,  breach  of  any of the  warranties  made  by
MercExchange  in  this  Agreement  and  breach  or  default  in  performance  by
MercExchange of any of the covenants which it is to perform hereunder.

5.  Conditions to Obligations  of Aden.  The  obligations of Aden hereunder are,
except as may be waived in writing by Aden, subject to the conditions that:

a.   Certificates  representing  100% of the  issued and  outstanding  shares of
     common stock of MercTravel, as such stock shall then be constituted,  shall
     be tendered for exchange at the Closing by MercExchange.

b.   The  representations  contained in Sections 1 and 7 hereof shall be true on
     and  as  of  the  Closing   Date  with  the  same  effect  as  though  such
     representations  had been  made on and as of the  Closing  Date,  and there
     shall be delivered to Aden at the Closing, if requested, a certificate,  in
     form and  substance  satisfactory  to Aden and its counsel,  duly signed by
     MercExchange to that effect.

6.  Conditions to Obligations of  MercExchange.  The obligation of  MercExchange
hereunder to deliver to Aden shares of common stock of MercTravel  is, except as
may be waived in writing by MercExchange, subject to the conditions that:

a.   Aden is a duly  organized and existing  corporation  in good standing under
     the laws of the State of California;

b.   A certificate or certificates representing the Aden Shares are delivered to
     MercExchange according to the provisions of Section 2;

c.   A duly executed  Registration Rights Agreement in substantially the form of
     Exhibit "A" hereto is delivered at the Closing; and

d.   This   Agreement  has  been  duly  executed  and  delivered  by  Aden,  and
     constitutes the legal,  valid, and binding obligation of Aden,  enforceable
     in accordance with its terms.

7.  Survival of  Representations.  The  representations  and  warranties  of the
parties hereto shall survive the making of this  agreement,  any  examination on
behalf of such  parties,  and the Closing  hereunder.  Any waiver of any term or
condition of this agreement shall not operate as a waiver of any other breach of
such term or condition, or of any other term or condition, nor shall any failure
to enforce any provision  hereof operate as a waiver of such provision or of any
other provision hereof.

8. Notices.  All  communications  hereunder shall be in writing and delivered or
mailed to Aden, Aden Enterprises, Inc., Attn: Michael Luther, and to


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MercExchange, MercExchange, LLC, Attn: Thomas Woolston, or at such other address
as each party may specify in writing.

9. Broker. Aden and MercExchange represent to each other that no broker has been
employed in connection  with any  transaction or  transactions  involved in this
Agreement.

10. Entire Agreement. This Agreement constitutes the entire contract between the
parties hereto and no party shall be liable or bound to another in any manner by
any warranties,  representations  or guarantees except as specifically set forth
herein.

11.  Modification.  This  Agreement may not be changed or modified  except by an
agreement in writing by Aden and by MercExchange or by any person  authorized to
act on their behalf.

12.  Benefit.  The terms and  conditions  of this  Agreement  shall inure to the
benefit of and be binding upon the respective legal representatives, successors,
and assigns of the parties hereto.

13.  Governing  Law.  This  Agreement is made pursuant to and shall be construed
under  the laws of the  State of  Nebraska,  without  regard  to any  applicable
conflicts of law provisions.

14.  Counterparts.  This  Agreement  may be executed and endorsed in one or more
counterparts,  and each of such counter parts shall, for all purposes, be deemed
to be an original,  but all such counterparts shall together  constitute but one
and the same instrument.

IN WITNESS  WHEREOF the parties  hereto  have duly caused this  Agreement  to be
executed as of the day and year first above written.


Aden:                                           MercExchange:





By: /s/ Michael S. Luther                       By: /s/ Thomas Woolston






<PAGE>


EXHIBIT "A"

                          REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION  RIGHTS AGREEMENT is made as of ___, 2000, by and between
Aden   Enterprises,   Inc.,  a  California   corporation   (the  "Company")  and
MercExchange, LLC, a Virginia limited liability company (the "Shareholder").

     WHEREAS,  the  Company  and the  Shareholder  are  parties to that  certain
Exchange Agreement, dated January 24, 2000 (the "Exchange Agreement"); and

     WHEREAS,  the issuance of Company's  Common Stock to the Shareholder in the
Exchange Agreement is conditioned upon the registration rights being extended to
the Shareholder,

     NOW THEREFORE, in consideration of the foregoing, the parties agree as
follows:

         1. CERTAIN DEFINITIONS. As used in this Agreement, the following terms
shall have the following respective meanings:

         "Closing  Date" shall mean the date of execution of this  Agreement and
the Exchange Agreement by the Company and the Shareholder.

         "Commission" shall mean the Securities and Exchange Commission of the
United States or any other U.S. federal agency at the time administering the
Securities Act.

         "Common Stock" shall mean shares of the Company's Common Stock.

         "Holder" shall mean any person holding Registrable Securities.

         "Other Holders" shall mean persons other than Holders who, by virtue of
agreements with the Company, are entitled to include their securities in certain
registrations hereunder.

         "Registrable  Securities" means (i) the Common Stock issued pursuant to
the Exchange Agreement and (ii) any shares of Common Stock issued or issuable in
respect  of  such  Common   Stock  upon  any  stock   split,   stock   dividend,
recapitalization,  or similar event; provided that none of such shares of Common
Stock are, at the time of Holders' exercise of any rights hereunder,  subject to
a  repurchase  option in favor of Company.  Shares of Common Stock shall only be
treated as Registrable Securities if they have not been (A) sold to or through a
broker or dealer or underwriter in a public  distribution or a public securities
transaction  or (B) sold or, in the  opinion  of  counsel  to the  Company,  are
available  for sale in a single  transaction  exempt from the  registration  and
prospectus  delivery  requirements  of the  Securities  Act so that all transfer
restrictions  and restrictive  legends with respect thereto are removed upon the
consummation of such sale.

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

         "Registration  Expenses"  shall mean all expenses,  except as otherwise
stated below, incurred by the Company in complying with Sections 2 and 3 hereof,
including, without limitation, all registration,  qualification and filing fees,
printing  expenses,  escrow  fees,  fees and  disbursements  of counsel  for the
Company (but not fees and disbursements of special counsel for Holders,  if any,
that is not also  counsel for the  Company),  Blue Sky fees and expenses and the
expense of any special audits  incident to or required by any such  registration
(but excluding the compensation of regular  employees of the Company which shall
be paid in any event by the Company).



<PAGE>



         "Securities Act" shall mean the Securities Act of 1933, as amended, and
the rules and  regulations of the Commission  thereunder,  or any similar United
States federal statute.

         "Selling  Expenses"  shall  mean all  underwriting  discounts,  selling
commissions and stock transfer taxes applicable to the securities  registered by
Holders.

         2. COMPANY REGISTRATION.

         (a)  Notice  of  Registration.  If at any time or from time to time the
Company shall  determine to register any of its  securities,  either for its own
account  or the  account  of a  security  holder or  holders,  other  than (i) a
registration  relating  solely to employee  benefit  plans,  (ii) a registration
relating solely to a Commission Rule 145 transaction, or (iii) a registration on
any registration form that does not permit secondary sales, the Company will:

         (i) promptly give to each Holder written notice thereof, and

         (ii) include in such registration (and any related  qualification under
Blue Sky laws or other compliance),  and in any  underwriting-involved  therein,
all the Registrable Securities specified in a written request or requests,  made
within twenty (20) days after  receipt of such written  notice from the Company,
by any Holder,

         (b) Underwriting. If the registration of which the Company gives notice
is for a registered public offering involving an underwriting, the Company shall
so advise the Holders as a part of the written  notice given pursuant to Section
2(a)(i). In such event the right of any Holder to registration  pursuant to this
Section  2  shall  be  conditioned  upon  such  Holder's  participation  in such
underwriting and the inclusion of Registrable  Securities in the underwriting to
the extent provided herein. All Holders proposing to distribute their securities
through such underwriting shall, together with the Company and Other Holders, if
any,  enter into an  underwriting  agreement in customary form with the managing
underwriter  selected for such underwriting by the Company.  Notwithstanding any
other provision of this Section 2, if the managing  underwriter  determines that
marketing   factors  require  a  limitation  of  the  number  of  shares  to  be
underwritten,  the managing underwriter may limit the Registrable Securities and
other  securities  to be included  in such  registration.  The Company  shall so
advise  all  Holders  and Other  Holders  and the  number of shares  that may be
included in the  registration  and underwriting by all Holders and Other Holders
shall be allocated among them, as nearly as  practicable,  first, to the Company
(or, if applicable,  to the holders for whose account the Company is registering
the securities),  second, among the Other Holders of securities in proportion to
the respective amounts of securities proposed to be included in the registration
by such Other Holders, and, third, among the Holders in proportion to the number
of Registrable  Securities  proposed to be included in such registration by such
Holders.  If any  Holder or Other  Holder  disapproves  of the terms of any such
underwriting,  such person may elect to withdraw  therefrom by written notice to
the Company and the managing  underwriter.  Any securities excluded or withdrawn
from such underwriting shall be withdrawn from such registration.

         (c) Right to Terminate  Registration.  The Company shall have the right
to terminate or withdraw any  registration  initiated by it under this Section 2
prior to the effectiveness of such registration whether or not any Holder or has
elected to include Registrable Securities in such registration.

         3. REGISTRATION ON FORM S-3.

         (a) Request for Registration. If any Holder or Holders request that the
Company file a registration statement on Form S-3 (or any successor form to Form
S-3)  for a  public  offering  of  shares  of  the  Registrable  Securities  the
reasonably  anticipated  aggregate  price to the  public of which  would  exceed
$500,000,  and the Company is a registrant  entitled to use Form S-3 to register
the Registrable  Securities for such an offering, the Company shall use its best
efforts to cause such  Registrable  Securities to be registered for the offering
on such form and to cause such  Registrable  Securities  to be qualified in such
jurisdictions as the


<PAGE>



Holder or Holders may reasonably request. The substantive  provisions of Section
2(b) shall be applicable to each registration initiated under this Section 3.

         (b) Limitations.  Notwithstanding the foregoing,  the Company shall not
be obligated to take any action pursuant to this Section 3:(i) in any particular
jurisdiction in which the Company would be required to execute a general consent
to  service  of  process  in  effecting  such  registration,   qualification  or
compliance unless the Company is already subject to service in such jurisdiction
and except as may be required by the Securities Act; (ii) if the Company, within
ten (10) days of the receipt of the  request of the  initiating  Holders,  gives
notice  of its bona  fide  intention  to effect  the  filing  of a  registration
statement with the Commission within thirty (30) days of receipt of such request
(other  than with  respect to a  registration  statement  relating to a Rule 145
transaction,  an offering solely to employees or any other registration which is
not appropriate for the  registration of Registrable  Securities);  (iii) during
the  period  starting  with the date  thirty  (30) days  prior to the  Company's
estimated  date of filing of, and ending on the date six (6) months  immediately
following,  the  effective  date of any  registration  statement  pertaining  to
securities of the Company (other than a registration of securities in a Rule 145
transaction  or with respect to an employee  benefit  plan),  provided  that the
Company is actively employing in good faith all reasonable efforts to cause such
registration statement to become effective; (iv) if the Company shall furnish to
such Holder a certificate signed by the President of the Company stating that in
the good  faith  judgment  of the  Board  of  Directors  it  would be  seriously
detrimental to the Company or its shareholders for registration statements to be
filed in the near future, then the Company's  obligation to use its best efforts
to file a  registration  statement  shall be deferred for a period not to exceed
sixty (60) days from the receipt the request to file such  registration  by such
Holder,  provided,  however,  that the Company shall not utilize this right more
than  once in any  twelve  (12)  month  period;  (v) if in a given  twelve-month
period,  the Company has effected one (1) such  registration in such period;  or
(vi) after the Company has effected two (2) registration  statements pursuant to
this Section 3.

         4. EXPENSES OF REGISTRATION.

         (a)  Registration  Expenses.  The Company  shall bear all  Registration
Expenses incurred in connection with all registrations pursuant to Section 2 and
Section 3.

         (b) Selling  Expenses.  Unless otherwise  stated,  all Selling Expenses
relating to  securities  registered  on behalf of the Holders and Other  Holders
shall be borne by the  Holders  and Other  Holders  pro rata on the basis of the
number of shares so registered.

         5.  REGISTRATION   PROCEDURES.   In  the  case  of  each  registration,
qualification or compliance  effected by the Company pursuant to this Agreement,
the Company will:

         (a) keep each Holder  advised in writing as to the  initiation  of each
registration, qualification and compliance and as to the completion thereof,

         (b) prepare and file with the Commission a  registration  statement and
any amendments  thereto with respect to such securities and use its best efforts
to cause such registration statement to become and remain effective for at least
one  hundred  twenty  (120)  days or until  the  distribution  described  in the
Registration Statement has been completed; and

         (c) furnish to the Holders  participating  in such  registration and to
the underwriters of the securities  being  registered such reasonable  number of
copies of the registration statement,  preliminary prospectus,  final prospectus
and such other documents as such underwriters may reasonably request in order to
facilitate the public offering of such securities.

         6. INDEMNIFICATION.

         (a) By Company.  The Company will indemnify each Holder 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 any


<PAGE>



underwriter  within the meaning of Section 15 of the Securities Act, against all
expenses,  claims,  losses,  damages  or  liabilities  (or  actions  in  respect
thereof),  including  any  of  the  foregoing  incurred  in  settlement  of  any
litigation,  commenced  or  threatened,  arising  out of or based on any  untrue
statement (or alleged  untrue  statement)  of a material  fact  contained in any
registration statement,  prospectus, offering circular or other document, or any
amendment   or   supplement   thereto,   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,  in light of the circumstances in which they were made,
not  misleading,  or any  violation  or alleged  violation by the Company of the
Securities  Act, or the  Securities  Exchange Act of 1934, as amended (the "1934
Act"),  or any rule or regulation  promulgated  under the  Securities Act or the
1934 Act  applicable  to the Company in connection  with any such  registration,
qualification  or  compliance,  and the Company will reimburse each 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, preparing or defending any such claim, loss, damage, liability or
action,  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 omission or alleged  untrue  statement  or
omission,  made in reliance  upon and in  conformity  with  written  information
furnished  to the  Company  by an  instrument  duly  executed  by  such  Holder,
controlling person or underwriter and stated to be specifically for use therein.
If the Holders are  represented  by counsel  other than counsel for the Company,
the Company  will not be obligated  under this  Section 6(a) to reimburse  legal
fees and expenses of more than one separate counsel for Holders.

         (b) By Holders.  Each Holder will, if  Registrable  Securities  held by
such  Holder 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,  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  Section  15 of the
Securities Act, and each other 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,  such Holders for any legal or any
other expenses  reasonably  incurred by them in connection with investigating or
defending any such claim, loss, damage, liability or action, 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 an instrument
duly  executed by such  Holder and stated to be  specifically  for use  therein.
Notwithstanding  the  foregoing,   the  liability  of  each  Holder  under  this
subsection (b) shall be limited in an amount equal to the public  offering price
of the shares sold by such Holder, unless such registration liability arises out
of or is based on willful conduct by such Holder.

         (c)  Procedures.  Each party  entitled  to  indemnification  under this
Section 6 (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,  and shall  permit the  Indemnifying  Party to assume the defense of any
such claim or any litigation resulting therefrom,  provided that counsel for the
Indemnifying  Party,  who shall conduct the defense of such claim or litigation,
shall  be  approved  by  the   Indemnified   Party  (whose  approval  shall  not
unreasonably  be withheld),  and the  Indemnified  Party may participate in such
defense at such party's  expense,  and provided  further that the failure of any
Indemnified  Party to give  notice as  provided  herein  shall not  relieve  the
Indemnifying Party of its obligations under this Agreement unless the failure to
give such notice is materially prejudicial to an Indemnifying Party's ability to
defend such action and provided  further that the  Indemnifying  Party shall not
assume the  defense  for  matters as to which there is a conflict of interest or
separate and different defenses. No


<PAGE>



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.

         7. INFORMATION BY HOLDER.  Holders including any Registrable Securities
in any registration shall furnish to the Company such information regarding such
Holders  as  shall be  necessary  to  enable  the  Company  to  comply  with the
provisions  hereof  in  connection  with  any  registration,   qualification  or
compliance referred to in this Agreement.

         8. RESTRICTIONS ON TRANSFERABILITY; RESTRICTIVE LEGEND.

         (a) Each Holder agrees not make any  disposition  of all or any portion
of the  Registrable  Securities  unless and until the  transferee  has agreed in
writing for the benefit of the Company to be by bound by this Section 8.

         (b)  Each  certificate  representing  Registrable  Securities  shall be
stamped or otherwise  imprinted  with a legend  substantially  in the  following
form,  in addition to any legend  that may now or  hereafter  be required by the
California  Department  of  Corporations  or any other state  securities  law or
regulation:

              "THE STOCK  REPRESENTED BY THIS  CERTIFICATE IS SUBJECT TO CERTAIN
              RESTRICTIONS ON SALE, TRANSFER,  AND HYPOTHECATION AS SET FORTH IN
              A REGISTRATION RIGHTS AGREEMENT BETWEEN THE ISSUER CORPORATION AND
              THE REGISTERED  HOLDER, OR SUCH HOLDER'S  PREDECESSOR IN INTEREST.
              COPIES OF SUCH  AGREEMENT ARE ON FILE AT THE  PRINCIPAL  OFFICE OF
              THE ISSUER  CORPORATION AND WILL BE FURNISHED UPON REQUEST TO SUCH
              REGISTERED HOLDER."

         9. MISCELLANEOUS.

     (a) Governing Law. This  Agreement will be governed by and construed  under
the laws of Nebraska as applied to agreements among Nebraska  residents  entered
into and to be performed entirely within Nebraska.

     (b) Amendments  and Waivers.  Any term of this Agreement may be amended and
the observance of any term of this Agreement may be waived (either  generally or
in a particular instance and either  retroactively or prospectively),  only with
the  written  consent  of the  Company  and the  Holders  of a  majority  of the
Registrable  Securities,  voting as a class. Any amendment or waiver effected in
accordance  with  this  paragraph  will  be  binding  upon  each  holder  of any
securities  purchased  under this Agreement at the time  outstanding  (including
securities  into which such securities are  convertible),  each future holder of
all such securities and the Company.

     (c) Severability. In the event that any provision of this Agreement becomes
or is declared by a court of competent  jurisdiction  to be  illegally  invalid,
unenforceable  or void,  this Agreement  shall continue in full force and effect
without said  provision.  In such event,  the parties shall  negotiate,  in good
faith, a legal, valid and binding substitute provision which most nearly effects
the intent of the parties in entering into this Agreement.

     (d)  Notices.  All  notices  to  Holders  will be mailed by  registered  or
certified  mail to the addresses  maintained  in the Company's  records for such
Holders.  Notices  will be  effective  three (3) days after  deposit in the U.S.
Mail.

     (e)  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together will constitute one and the same instrument.

     (f) Titles,  Subtitles  and Table of Contents.  The titles,  subtitles  and
table of contents used in this Agreement are used for  convenience  only and are
not to be considered in construing or interpreting this Agreement.

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


<PAGE>





ADEN ENTERPRISES, INC.                                      MERCEXCHANGE, LLC



By:                                                         By: