EXHIBIT 10.13

                          REGISTRATION RIGHTS AGREEMENT

      THIS REGISTRATION  RIGHTS AGREEMENT (this  "Agreement") is entered into as
of the ____ day of ______, 2005, by and among: Ardent Acquisition Corporation, a
Delaware  corporation (the "Company");  and the undersigned parties listed under
Investor on the signature page hereto (each, an "Investor" and collectively, the
"Investors").

      WHEREAS,  the Investors  currently hold all of the issued and  outstanding
securities of the Company;

      WHEREAS, the Investors and the Company desire to enter into this Agreement
to provide the Investors with certain  rights  relating to the  registration  of
shares of Common Stock held by them;

      NOW,  THEREFORE,  in  consideration of the mutual covenants and agreements
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

      1.  DEFINITIONS.  The  following  capitalized  terms used  herein have the
following meanings:

            "AGREEMENT"   means   this   Agreement,   as   amended,    restated,
supplemented, or otherwise modified from time to time.

            "COMMISSION"  means the Securities and Exchange  Commission,  or any
other federal agency then administering the Securities Act or the Exchange Act.

            "COMMON STOCK" means the common stock,  par value $0.0001 per share,
of the Company.

            "COMPANY" is defined in the preamble to this Agreement.

            "DEMAND REGISTRATION" is defined in Section 2.1.1.

            "DEMANDING HOLDER" is defined in Section 2.1.1.

            "EXCHANGE  ACT"  means  the  Securities  Exchange  Act of  1934,  as
amended, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect at the time.

            "FORM S-3" is defined in Section 2.3.

            "INDEMNIFIED PARTY" is defined in Section 4.3.

            "INDEMNIFYING PARTY" is defined in Section 4.3.

            "INVESTOR" is defined in the preamble to this Agreement.

            "INVESTOR INDEMNIFIED PARTY" is defined in Section 4.1.

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            "MAXIMUM NUMBER OF SHARES" is defined in Section 2.1.4.

            "NOTICES" is defined in Section 6.3.

            "PIGGY-BACK REGISTRATION" is defined in Section 2.2.1.

            "REGISTER,"  "REGISTERED"  and  "REGISTRATION"  mean a  registration
effected by preparing and filing a registration statement or similar document in
compliance with the requirements of the Securities Act, and the applicable rules
and regulations promulgated thereunder, and such registration statement becoming
effective.

            "REGISTRABLE  SECURITIES"  mean all of the  shares of  Common  Stock
owned or held by Investors.  Registrable Securities include any warrants, shares
of capital  stock or other  securities  of the  Company  issued as a dividend or
other  distribution with respect to or in exchange for or in replacement of such
shares  of Common  Stock.  As to any  particular  Registrable  Securities,  such
securities  shall cease to be  Registrable  Securities  when: (a) a Registration
Statement  with  respect  to the  sale  of such  securities  shall  have  become
effective  under the  Securities Act and such  securities  shall have been sold,
transferred,  disposed of or  exchanged  in  accordance  with such  Registration
Statement;  (b) such  securities  shall  have been  otherwise  transferred,  new
certificates  for them not bearing a legend  restricting  further transfer shall
have been delivered by the Company and subsequent  public  distribution  of them
shall not require  registration  under the Securities  Act; (c) such  securities
shall  have  ceased  to be  outstanding,  or (d)  the  Securities  and  Exchange
Commission makes a definitive  determination to the Company that the Registrable
Securities are salable under Rule 144(k).

            "REGISTRATION STATEMENT" means a registration statement filed by the
Company with the Commission in compliance  with the Securities Act and the rules
and regulations  promulgated thereunder for a public offering and sale of Common
Stock  (other than a  registration  statement  on Form S-4 or Form S-8, or their
successors,  or any registration  statement covering only securities proposed to
be issued in exchange for securities or assets of another entity).

            "RELEASE  DATE" means the date on which  shares of Common  Stock are
disbursed  from  escrow  pursuant  to  Section 3 of that  certain  Stock  Escrow
Agreement  dated as of  _____________,  2005 by and among the parties hereto and
Continental Stock Transfer & Trust Company.

            "SECURITIES  ACT" means the Securities Act of 1933, as amended,  and
the rules and regulations of the Commission promulgated  thereunder,  all as the
same shall be in effect at the time.

            "UNDERWRITER"   means  a  securities   dealer  who   purchases   any
Registrable  Securities as principal in an underwritten offering and not as part
of such dealer's market-making activities.

      2. REGISTRATION RIGHTS.

            2.1 DEMAND REGISTRATION.


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                  2.1.1. REQUEST FOR REGISTRATION.  At any time and from time to
time on or after the Release Date, the holders of a majority-in-interest  of the
Registrable  Securities  held  by  the  Investors  or  the  transferees  of  the
Investors,  may make a written demand for registration  under the Securities Act
of all or part of their Registrable  Securities (a "DEMAND  REGISTRATION").  Any
demand  for a  Demand  Registration  shall  specify  the  number  of  shares  of
Registrable  Securities  proposed  to be sold  and  the  intended  method(s)  of
distribution  thereof.  The  Company  will  notify all  holders  of  Registrable
Securities of the demand,  and each holder of Registrable  Securities who wishes
to  include  all or a portion of such  holder's  Registrable  Securities  in the
Demand Registration (each such holder including shares of Registrable Securities
in such registration,  a "DEMANDING  HOLDER") shall so notify the Company within
fifteen  (15) days  after the  receipt  by the  holder  of the  notice  from the
Company.  Upon any such request, the Demanding Holders shall be entitled to have
their Registrable  Securities  included in the Demand  Registration,  subject to
Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not
be obligated  to effect more than an  aggregate of two (2) Demand  Registrations
under this Section 2.1.1 in respect of Registrable Securities.

                  2.1.2. EFFECTIVE  REGISTRATION.  A registration will not count
as a  Demand  Registration  until  the  Registration  Statement  filed  with the
Commission with respect to such Demand  Registration has been declared effective
and the Company has complied with all of its  obligations  under this  Agreement
with  respect  thereto;  PROVIDED,  HOWEVER,  that if,  after such  Registration
Statement has been declared  effective,  the offering of Registrable  Securities
pursuant  to a Demand  Registration  is  interfered  with by any  stop  order or
injunction of the  Commission  or any other  governmental  agency or court,  the
Registration  Statement with respect to such Demand  Registration will be deemed
not to have been declared  effective,  unless and until,  (i) such stop order or
injunction  is  removed,   rescinded  or  otherwise   terminated,   and  (ii)  a
majority-in-interest  of the Demanding Holders  thereafter elect to continue the
offering;  PROVIDED,  FURTHER, that the Company shall not be obligated to file a
second Registration Statement until a Registration Statement that has been filed
is counted as a Demand Registration or is terminated.

                  2.1.3. UNDERWRITTEN OFFERING. If a majority-in-interest of the
Demanding  Holders so elect and such  holders  so advise the  Company as part of
their written demand for a Demand Registration, the offering of such Registrable
Securities  pursuant  to such  Demand  Registration  shall  be in the form of an
underwritten  offering.  In such  event,  the right of any holder to include its
Registrable  Securities  in such  registration  shall be  conditioned  upon such
holder's  participation in such  underwriting and the inclusion of such holder's
Registrable  Securities in the underwriting to the extent provided  herein.  All
Demanding  Holders  proposing  to  distribute  their  securities   through  such
underwriting  shall enter into an underwriting  agreement in customary form with
the   Underwriter  or   Underwriters   selected  for  such   underwriting  by  a
majority-in-interest of the holders initiating the Demand Registration.

                  2.1.4.  REDUCTION  OF  OFFERING.  Subject to the rights of the
holders of  securities  issued or issuable  upon  exercise of those certain Unit
Purchase  Options to be issued to  EarlyBirdCapital,  Inc. or its  designees  in
connection with the Company's  initial public offering in _________ 2004, if the
managing  Underwriter or Underwriters for a Demand Registration that is to be an
underwritten  offering advises the Company and the Demanding  Holders in writing
that the dollar amount or number of shares of Registrable  Securities  which the
Demanding Holders desire to sell, taken together with all other shares of Common
Stock or other securities


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which the Company  desires to sell and the shares of Common Stock, if any, as to
which registration has been requested pursuant to written contractual piggy-back
registration  rights  held by other  shareholders  of the  Company who desire to
sell,  exceeds the maximum dollar amount or maximum number of shares that can be
sold in such offering without  adversely  affecting the proposed offering price,
the timing,  the  distribution  method,  or the  probability  of success of such
offering (such maximum dollar amount or maximum number of shares, as applicable,
the  "MAXIMUM  NUMBER  OF  SHARES"),  then the  Company  shall  include  in such
registration:   (i)  first,  the  Registrable  Securities  as  to  which  Demand
Registration has been requested by the Demanding Holders (PRO RATA in accordance
with the number of shares of Registrable  Securities which such Demanding Holder
has  requested  be included in such  registration,  regardless  of the number of
shares of Registrable Securities held by each Demanding Holder) that can be sold
without exceeding the Maximum Number of Shares;  (ii) second, to the extent that
the Maximum  Number of Shares has not been reached  under the  foregoing  clause
(i), the shares of Common Stock or other  securities that the Company desires to
sell that can be sold  without  exceeding  the Maximum  Number of Shares;  (iii)
third,  to the extent  that the  Maximum  Number of Shares has not been  reached
under the  foregoing  clauses (i) and (ii),  the shares of Common  Stock for the
account of other  persons that the Company is obligated to register  pursuant to
written contractual  arrangements with such persons and that can be sold without
exceeding the Maximum Number of Shares;  and (v) fourth,  to the extent that the
Maximum Number of Shares have not been reached under the foregoing  clauses (i),
(ii), and (iii),  the shares of Common Stock that other  shareholders  desire to
sell that can be sold without exceeding the Maximum Number of Shares.

                  2.1.5. WITHDRAWAL.  If a majority-in-interest of the Demanding
Holders  disapprove  of the terms of any  underwriting  or are not  entitled  to
include   all  of  their   Registrable   Securities   in  any   offering,   such
majority-in-interest  of the  Demanding  Holders may elect to withdraw from such
offering  by  giving  written  notice  to the  Company  and the  Underwriter  or
Underwriters  of their  request to withdraw  prior to the  effectiveness  of the
Registration  Statement  filed with the  Commission  with respect to such Demand
Registration.  If the  majority-in-interest  of the Demanding  Holders withdraws
from  a  proposed  offering  relating  to  a  Demand  Registration,   then  such
registration  shall not count as a Demand  Registration  provided for in Section
2.1.1.

            2.2 PIGGY-BACK REGISTRATION.

                  2.2.1.  PIGGY-BACK  RIGHTS.  If at any  time on or  after  the
Release Date the Company  proposes to file a  Registration  Statement  under the
Securities Act with respect to an offering of equity  securities,  or securities
or other  obligations  exercisable or  exchangeable  for, or  convertible  into,
equity securities, by the Company for its own account or for shareholders of the
Company for their account (or by the Company and by  shareholders of the Company
including,   without  limitation,   pursuant  to  Section  2.1),  other  than  a
Registration Statement (i) filed in connection with any employee stock option or
other benefit plan, (ii) for an exchange offer or offering of securities  solely
to the Company's  existing  shareholders,  (iii) for an offering of debt that is
convertible  into  equity  securities  of the  Company  or (iv)  for a  dividend
reinvestment  plan,  then the  Company  shall  (x) give  written  notice of such
proposed filing to the holders of Registrable  Securities as soon as practicable
but in no event less than ten (10) days  before  the  anticipated  filing  date,
which notice shall  describe the amount and type of securities to be included in
such  offering,  the  intended  method(s) of  distribution,  and the name of the
proposed


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managing Underwriter or Underwriters,  if any, of the offering, and (y) offer to
the holders of Registrable Securities in such notice the opportunity to register
the sale of such number of shares of Registrable  Securities as such holders may
request in writing  within  five (5) days  following  receipt of such  notice (a
"PIGGY-BACK REGISTRATION").  The Company shall cause such Registrable Securities
to be included in such  registration and shall use its best efforts to cause the
managing  Underwriter or  Underwriters  of a proposed  underwritten  offering to
permit the  Registrable  Securities  requested  to be included  in a  Piggy-Back
Registration  to be  included  on the same terms and  conditions  as any similar
securities  of the Company and to permit the sale or other  disposition  of such
Registrable Securities in accordance with the intended method(s) of distribution
thereof.  All holders of Registrable  Securities  proposing to distribute  their
securities  through a Piggy-Back  Registration  that involves an  Underwriter or
Underwriters  shall enter into an underwriting  agreement in customary form with
the Underwriter or Underwriters selected for such Piggy-Back Registration.

                  2.2.2.  REDUCTION  OF  OFFERING.  Subject to the rights of the
holders of  securities  issued or issuable  upon  exercise of those certain Unit
Purchase  Options to be issued to  EarlyBirdCapital,  Inc. or its  designees  in
connection with the Company's  initial public offering in _________ 2005, if the
managing Underwriter or Underwriters for a Piggy-Back Registration that is to be
an  underwritten  offering  advises the  Company and the holders of  Registrable
Securities in writing that the dollar amount or number of shares of Common Stock
which the Company  desires to sell,  taken together with shares of Common Stock,
if  any,  as to  which  registration  has  been  demanded  pursuant  to  written
contractual  arrangements  with  persons  other than the holders of  Registrable
Securities  hereunder,  the Registrable  Securities as to which registration has
been requested  under this Section 2.2, and the shares of Common Stock,  if any,
as to which registration has been requested pursuant to the written  contractual
piggy-back registration rights of other shareholders of the Company, exceeds the
Maximum  Number  of  Shares,   then  the  Company  shall  include  in  any  such
registration:

                        (i) If the  registration is undertaken for the Company's
account:  (A) first,  the shares of Common  Stock or other  securities  that the
Company desires to sell that can be sold without exceeding the Maximum Number of
Shares; (B) second, to the extent that the Maximum Number of Shares has not been
reached  under the  foregoing  clause (A), the shares of Common  Stock,  if any,
including  the  Registrable  Securities,  as  to  which  registration  has  been
requested  pursuant to written  contractual  piggy-back  registration  rights of
security  holders  (pro rata in  accordance  with the number of shares of Common
Stock  which each such  person has  actually  requested  to be  included in such
registration, regardless of the number of shares of Common Stock with respect to
which such persons have the right to request  such  inclusion)  that can be sold
without exceeding the Maximum Number of Shares; and

                        (ii)  If the  registration  is a  "demand"  registration
undertaken  at the demand of  persons  other  than the  holders  of  Registrable
Securities pursuant to written contractual  arrangements with such persons,  (A)
first, the shares of Common Stock for the account of the demanding  persons that
can be sold without  exceeding the Maximum Number of Shares;  (B) second, to the
extent  that the  Maximum  Number  of  Shares  has not been  reached  under  the
foregoing  clause (A), the shares of Common Stock or other  securities  that the
Company desires to sell that can be sold without exceeding the Maximum Number of
Shares;  and (C) third,  to the extent that the Maximum Number of Shares has not
been reached under the


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foregoing  clauses  (A)  and  (B),  the  Registrable   Securities  as  to  which
registration  has been requested  under this Section 2.2 (PRO RATA in accordance
with the number of shares of Registrable  Securities  held by each such holder);
and (D) fourth,  to the extent  that the  Maximum  Number of Shares has not been
reached  under the  foregoing  clauses  (A),  (B) and (C),  the shares of Common
Stock, if any, as to which  registration has been requested  pursuant to written
contractual  piggy-back  registration  rights which other shareholders desire to
sell that can be sold without exceeding the Maximum Number of Shares.

                  2.2.3.  WITHDRAWAL.  Any holder of Registrable  Securities may
elect to withdraw such holder's request for inclusion of Registrable  Securities
in any Piggy-Back  Registration  by giving written notice to the Company of such
request to withdraw prior to the  effectiveness of the  Registration  Statement.
The  Company  may also elect to withdraw a  registration  statement  at any time
prior to the effectiveness of the Registration  Statement.  Notwithstanding  any
such withdrawal,  the Company shall pay all expenses  incurred by the holders of
Registrable  Securities  in  connection  with such  Piggy-Back  Registration  as
provided in Section 3.3.

            2.3 REGISTRATIONS ON FORM S-3. The holders of Registrable Securities
may at any time and from  time to time,  request  in  writing  that the  Company
register the resale of any or all of such Registrable  Securities on Form S-3 or
any similar  short-form  registration which may be available at such time ("FORM
S-3"); PROVIDED, HOWEVER, that the Company shall not be obligated to effect such
request through an underwritten offering.  Upon receipt of such written request,
the Company will promptly give written  notice of the proposed  registration  to
all  other  holders  of  Registrable  Securities,  and,  as soon as  practicable
thereafter,  effect the  registration of all or such portion of such holder's or
holders' Registrable Securities as are specified in such request,  together with
all or such portion of the Registrable Securities of any other holder or holders
joining in such  request as are  specified  in a written  request  given  within
fifteen  (15) days  after  receipt  of such  written  notice  from the  Company;
PROVIDED,  HOWEVER,  that the Company  shall not be obligated to effect any such
registration  pursuant to this Section 2.3: (i) if Form S-3 is not available for
such offering;  or (ii) if the holders of the Registrable  Securities,  together
with the holders of any other securities of the Company entitled to inclusion in
such  registration,  propose  to sell  Registrable  Securities  and  such  other
securities (if any) at any aggregate  price to the public of less than $500,000.
Registrations  effected  pursuant  to this  Section  2.3 shall not be counted as
Demand Registrations effected pursuant to Section 2.1.

      3. REGISTRATION PROCEDURES.

            3.1 FILINGS; INFORMATION. Whenever the Company is required to effect
the  registration  of any  Registrable  Securities  pursuant  to  Section 2, the
Company shall use its best efforts to effect the  registration  and sale of such
Registrable Securities in accordance with the intended method(s) of distribution
thereof  as  expeditiously  as  practicable,  and in  connection  with  any such
request:

                  3.1.1.  FILING REGISTRATION  STATEMENT.  The Company shall, as
expeditiously  as possible and in any event within sixty (60) days after receipt
of a request for a Demand Registration pursuant to Section 2.1, prepare and file
with the Commission a  Registration  Statement on any form for which the Company
then qualifies or which counsel for


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the Company  shall deem  appropriate  and which form shall be available  for the
sale of all  Registrable  Securities to be  registered  thereunder in accordance
with the intended  method(s)  of  distribution  thereof,  and shall use its best
efforts to cause such Registration  Statement to become and remain effective for
the period required by Section 3.1.3; PROVIDED,  HOWEVER, that the Company shall
have the right to defer any Demand  Registration for up to thirty (30) days, and
any Piggy-Back Registration for such period as may be applicable to deferment of
any demand registration to which such Piggy-Back  Registration  relates, in each
case if the Company  shall  furnish to the holders a  certificate  signed by the
Chief Executive  Officer of the Company stating that, in the good faith judgment
of the Board of Directors of the Company, it would be materially  detrimental to
the Company and its shareholders for such Registration  Statement to be effected
at such time;  PROVIDED  FURTHER,  HOWEVER,  that the Company shall not have the
right to exercise the right set forth in the immediately  preceding proviso more
than once in any 365-day period in respect of a Demand Registration hereunder.

                  3.1.2.   COPIES.   The  Company  shall,   prior  to  filing  a
Registration  Statement or prospectus,  or any amendment or supplement  thereto,
furnish without charge to the holders of Registrable Securities included in such
registration,  and such  holders'  legal  counsel,  copies of such  Registration
Statement  as  proposed  to be filed,  each  amendment  and  supplement  to such
Registration  Statement  (in  each  case  including  all  exhibits  thereto  and
documents  incorporated by reference  therein),  the prospectus included in such
Registration Statement (including each preliminary  prospectus),  and such other
documents as the holders of Registrable Securities included in such registration
or legal  counsel for any such  holders may request in order to  facilitate  the
disposition of the Registrable Securities owned by such holders.

                  3.1.3.  AMENDMENTS AND SUPPLEMENTS.  The Company shall prepare
and  file  with  the  Commission  such  amendments,   including   post-effective
amendments,  and supplements to such  Registration  Statement and the prospectus
used in  connection  therewith  as may be  necessary  to keep such  Registration
Statement  effective and in compliance with the provisions of the Securities Act
until  all  Registrable   Securities  and  other  securities   covered  by  such
Registration  Statement  have been disposed of in  accordance  with the intended
method(s) of distribution set forth in such Registration Statement (which period
shall not exceed the sum of one hundred eighty (180) days plus any period during
which any such disposition is interfered with by any stop order or injunction of
the Commission or any governmental agency or court) or such securities have been
withdrawn.

                  3.1.4.  NOTIFICATION.  After  the  filing  of  a  Registration
Statement,  the  Company  shall  promptly,  and in no  event  more  than two (2)
business days after such filing,  notify the holders of  Registrable  Securities
included in such Registration Statement of such filing, and shall further notify
such holders  promptly  and confirm such advice in writing in all events  within
two (2) business days of the occurrence of any of the  following:  (i) when such
Registration Statement becomes effective; (ii) when any post-effective amendment
to  such  Registration  Statement  becomes  effective;  (iii)  the  issuance  or
threatened  issuance by the  Commission of any stop order (and the Company shall
take all  actions  required to prevent the entry of such stop order or to remove
it if  entered);  and (iv) any request by the  Commission  for any  amendment or
supplement to such Registration  Statement or any prospectus relating thereto or
for  additional  information  or of the  occurrence  of an event  requiring  the
preparation  of a  supplement  or  amendment  to such  prospectus  so  that,  as
thereafter delivered to the purchasers of


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the securities covered by such Registration Statement,  such prospectus will not
contain an untrue  statement  of a material  fact or omit to state any  material
fact required to be stated therein or necessary to make the  statements  therein
not  misleading,  and  promptly  make  available  to the holders of  Registrable
Securities  included  in such  Registration  Statement  any such  supplement  or
amendment;  except  that  before  filing  with  the  Commission  a  Registration
Statement or  prospectus  or any  amendment  or  supplement  thereto,  including
documents incorporated by reference, the Company shall furnish to the holders of
Registrable  Securities included in such Registration Statement and to the legal
counsel for any such holders,  copies of all such documents proposed to be filed
sufficiently in advance of filing to provide such holders and legal counsel with
a reasonable  opportunity to review such documents and comment thereon,  and the
Company shall not file any Registration  Statement or prospectus or amendment or
supplement thereto, including documents incorporated by reference, to which such
holders or their legal counsel shall object.

                  3.1.5. STATE SECURITIES LAWS COMPLIANCE. The Company shall use
its best efforts to (i) register or qualify the Registrable  Securities  covered
by the  Registration  Statement under such securities or "blue sky" laws of such
jurisdictions  in the United  States as the  holders of  Registrable  Securities
included in such  Registration  Statement  (in light of their  intended  plan of
distribution)  may  request and (ii) take such  action  necessary  to cause such
Registrable  Securities  covered by the Registration  Statement to be registered
with or approved by such other  Governmental  Authorities as may be necessary by
virtue of the  business and  operations  of the Company and do any and all other
acts and things  that may be  necessary  or  advisable  to enable the holders of
Registrable Securities included in such Registration Statement to consummate the
disposition  of such  Registrable  Securities in such  jurisdictions;  PROVIDED,
HOWEVER,  that the  Company  shall not be required  to qualify  generally  to do
business in any jurisdiction where it would not otherwise be required to qualify
but  for  this  paragraph  (e)  or  subject  itself  to  taxation  in  any  such
jurisdiction.

                  3.1.6.  AGREEMENTS  FOR  DISPOSITION.  The Company shall enter
into customary agreements (including,  if applicable,  an underwriting agreement
in customary  form) and take such other  actions as are  reasonably  required in
order to expedite or facilitate the disposition of such Registrable  Securities.
The representations, warranties and covenants of the Company in any underwriting
agreement  which  are made to or for the  benefit  of any  Underwriters,  to the
extent  applicable,  shall also be made to and for the benefit of the holders of
Registrable  Securities  included in such registration  statement.  No holder of
Registrable Securities included in such registration statement shall be required
to make any representations or warranties in the underwriting  agreement except,
if  applicable,  with  respect to such  holder's  organization,  good  standing,
authority,  title to Registrable Securities,  lack of conflict of such sale with
such holder's material agreements and organizational documents, and with respect
to written information relating to such holder that such holder has furnished in
writing expressly for inclusion in such Registration Statement.

                  3.1.7.  COOPERATION.  The principal  executive  officer of the
Company,   the  principal  financial  officer  of  the  Company,  the  principal
accounting  officer of the  Company  and all other  officers  and members of the
management of the Company shall  cooperate  fully in any offering of Registrable
Securities hereunder,  which cooperation shall include, without limitation,  the
preparation of the Registration  Statement with respect to such offering and all
other offering


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materials   and  related   documents,   and   participation   in  meetings  with
Underwriters, attorneys, accountants and potential investors.

                  3.1.8.   RECORDS.   The  Company  shall  make   available  for
inspection  by  the  holders  of   Registrable   Securities   included  in  such
Registration  Statement,  any  Underwriter   participating  in  any  disposition
pursuant to such  registration  statement and any attorney,  accountant or other
professional  retained by any holder of Registrable  Securities included in such
Registration  Statement or any  Underwriter,  all financial  and other  records,
pertinent  corporate  documents  and  properties  of the  Company,  as  shall be
necessary to enable them to exercise  their due  diligence  responsibility,  and
cause the Company's officers,  directors and employees to supply all information
requested by any of them in connection with such Registration Statement.

                  3.1.9. OPINIONS AND COMFORT LETTERS. The Company shall furnish
to each holder of Registrable  Securities included in any Registration Statement
a signed counterpart, addressed to such holder, of (i) any opinion of counsel to
the Company  delivered to any  Underwriter  and (ii) any comfort letter from the
Company's  independent public accountants  delivered to any Underwriter.  In the
event no legal  opinion is  delivered  to any  Underwriter,  the  Company  shall
furnish to each holder of Registrable  Securities  included in such Registration
Statement,  at any time that such holder elects to use a prospectus,  an opinion
of  counsel  to the  Company  to the  effect  that  the  Registration  Statement
containing such prospectus has been declared effective and that no stop order is
in effect.

                  3.1.10. EARNINGS STATEMENT.  The Company shall comply with all
applicable  rules and  regulations of the Commission and the Securities Act, and
make  available  to its  shareholders,  as  soon  as  practicable,  an  earnings
statement  covering a period of twelve (12) months,  beginning  within three (3)
months after the effective date of the  registration  statement,  which earnings
statement  shall satisfy the  provisions of Section 11(a) of the  Securities Act
and Rule 158 thereunder.

                  3.1.11.  LISTING.  The Company  shall use its best  efforts to
cause all Registrable  Securities  included in any  registration to be listed on
such exchanges or otherwise designated for trading in the same manner as similar
securities  issued by the Company are then listed or  designated  or, if no such
similar  securities are then listed or designated,  in a manner  satisfactory to
the  holders  of a  majority  of the  Registrable  Securities  included  in such
registration.

            3.2 OBLIGATION TO SUSPEND  DISTRIBUTION.  Upon receipt of any notice
from the Company of the happening of any event of the kind  described in Section
3.1.4(iv),  or, in the case of a resale  registration  on Form S-3  pursuant  to
Section 2.3 hereof,  upon any  suspension by the Company,  pursuant to a written
insider trading  compliance program adopted by the Company's Board of Directors,
of the  ability of all  "insiders"  covered by such  program to  transact in the
Company's   securities   because  of  the   existence  of  material   non-public
information,  each holder of Registrable Securities included in any registration
shall  immediately   discontinue  disposition  of  such  Registrable  Securities
pursuant to the  Registration  Statement  covering such  Registrable  Securities
until such holder receives the supplemented or amended  prospectus  contemplated
by Section 3.1.4(iv) or the restriction on the ability of "insiders" to transact
in the Company's  securities is removed,  as applicable,  and, if so directed by
the Company, each such holder will


                                       9
<PAGE>

deliver to the Company all copies, other than permanent file copies then in such
holder's  possession,  of the most recent  prospectus  covering such Registrable
Securities at the time of receipt of such notice.

            3.3  REGISTRATION  EXPENSES.  The  Company  shall bear all costs and
expenses incurred in connection with any Demand Registration pursuant to Section
2.1, any Piggy-Back  Registration  pursuant to Section 2.2, and any registration
on Form S-3  effected  pursuant to Section  2.3,  and all  expenses  incurred in
performing or complying with its other obligations under this Agreement, whether
or  not  the  Registration  Statement  becomes  effective,   including,  without
limitation:  (i) all  registration  and filing  fees;  (ii) fees and expenses of
compliance with securities or "blue sky" laws (including fees and  disbursements
of  counsel  in  connection  with  blue sky  qualifications  of the  Registrable
Securities);  (iii)  printing  expenses;  (iv) the Company's  internal  expenses
(including,  without  limitation,  all salaries and expenses of its officers and
employees); (v) the fees and expenses incurred in connection with the listing of
the  Registrable  Securities  as  required  by  Section  3.1.11;  (vi)  National
Association of Securities  Dealers,  Inc. fees; (vii) fees and  disbursements of
counsel for the Company and fees and expenses for independent  certified  public
accountants  retained by the Company (including the expenses or costs associated
with the  delivery of any  opinions  or comfort  letters  requested  pursuant to
Section 3.1.9);  (viii) the fees and expenses of any special experts retained by
the Company in connection with such  registration and (ix) the fees and expenses
of one legal counsel  selected by the holders of a  majority-in-interest  of the
Registrable Securities included in such registration.  The Company shall have no
obligation to pay any underwriting discounts or selling commissions attributable
to  the  Registrable  Securities  being  sold  by  the  holders  thereof,  which
underwriting  discounts or selling  commissions  shall be borne by such holders.
Additionally,  in an underwritten  offering,  all selling  shareholders  and the
Company shall bear the expenses of the underwriter pro rata in proportion to the
respective amount of shares each is selling in such offering.

            3.4 INFORMATION. The holders of Registrable Securities shall provide
such information as may reasonably be requested by the Company,  or the managing
Underwriter,  if any, in connection  with the  preparation  of any  Registration
Statement,  including amendments and supplements thereto, in order to effect the
registration of any Registrable  Securities under the Securities Act pursuant to
Section 2 and in connection with the Company's obligation to comply with federal
and applicable state securities laws.

      4. INDEMNIFICATION AND CONTRIBUTION.

            4.1 INDEMNIFICATION BY THE COMPANY.  The Company agrees to indemnify
and hold harmless each Investor and each other holder of Registrable Securities,
and  each  of  their  respective  officers,  employees,  affiliates,  directors,
partners,  members,  attorneys and agents, and each person, if any, who controls
an Investor and each other holder of Registrable  Securities (within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an
"INVESTOR INDEMNIFIED PARTY"), from and against any expenses, losses, judgments,
claims,  damages or  liabilities,  whether  joint or several,  arising out of or
based upon any untrue  statement (or allegedly  untrue  statement) of a material
fact  contained  in any  Registration  Statement  under  which  the sale of such
Registrable  Securities was registered under the Securities Act, any preliminary
prospectus, final prospectus or summary prospectus contained in the


                                       10
<PAGE>

Registration  Statement,  or any amendment or  supplement  to such  Registration
Statement, or arising out of or based upon any omission (or alleged omission) to
state 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
Securities Act or any rule or regulation  promulgated  thereunder  applicable to
the  Company  and  relating  to action or  inaction  required  of the Company in
connection with any such registration;  and the Company shall promptly reimburse
the Investor  Indemnified Party for any legal and any other expenses  reasonably
incurred by such Investor Indemnified Party in connection with investigating and
defending any such expense, loss, judgment,  claim, damage, liability or action;
PROVIDED,  HOWEVER,  that the Company will not be liable in any such case to the
extent that any such expense,  loss, claim, damage or liability arises out of or
is based upon any untrue  statement or allegedly untrue statement or omission or
alleged omission made in such Registration  Statement,  preliminary  prospectus,
final prospectus, or summary prospectus, or any such amendment or supplement, in
reliance upon and in conformity with  information  furnished to the Company,  in
writing,  by such selling  holder  expressly  for use therein.  The Company also
shall indemnify any Underwriter of the Registrable  Securities,  their officers,
affiliates, directors, partners, members and agents and each person who controls
such Underwriter on substantially the same basis as that of the  indemnification
provided above in this Section 4.1.

            4.2  INDEMNIFICATION  BY HOLDERS  OF  REGISTRABLE  SECURITIES.  Each
selling  holder  of  Registrable   Securities   will,  in  the  event  that  any
registration  is being  effected  under  the  Securities  Act  pursuant  to this
Agreement of any Registrable  Securities held by such selling holder,  indemnify
and hold  harmless  the  Company,  each of its  directors  and officers and each
underwriter  (if any), and each other person,  if any, who controls such selling
holder or such underwriter within the meaning of the Securities Act, against any
losses,  claims,  judgments,  damages or liabilities,  whether joint or several,
insofar as such losses, claims, judgments, damages or liabilities (or actions in
respect  thereof)  arise  out of or are  based  upon  any  untrue  statement  or
allegedly  untrue  statement of a material  fact  contained in any  Registration
Statement  under which the sale of such  Registrable  Securities  was registered
under the  Securities  Act, any  preliminary  prospectus,  final  prospectus  or
summary prospectus contained in the Registration  Statement, or any amendment or
supplement to the Registration  Statement, or arise out of or are based upon any
omission or the alleged  omission to state a material fact required to be stated
therein or  necessary  to make the  statement  therein  not  misleading,  if the
statement  or  omission  was  made  in  reliance  upon  and in  conformity  with
information furnished in writing to the Company by such selling holder expressly
for use therein,  and shall  reimburse the Company,  its directors and officers,
and each such  controlling  person  for any legal or other  expenses  reasonably
incurred by any of them in connection with  investigation  or defending any such
loss, claim, damage,  liability or action. Each selling holder's indemnification
obligations hereunder shall be several and not joint and shall be limited to the
amount of any net proceeds actually received by such selling holder.

            4.3 CONDUCT OF INDEMNIFICATION  PROCEEDINGS.  Promptly after receipt
by any  person of any  notice of any loss,  claim,  damage or  liability  or any
action in respect of which  indemnity  may be sought  pursuant to Section 4.1 or
4.2, such person (the "INDEMNIFIED  PARTY") shall, if a claim in respect thereof
is to be made against any other  person for  indemnification  hereunder,  notify
such other  person  (the  "INDEMNIFYING  PARTY") in writing of the loss,  claim,
judgment,  damage, liability or action;  PROVIDED,  HOWEVER, that the failure by
the Indemnified


                                       11
<PAGE>

Party to notify the Indemnifying  Party shall not relieve the Indemnifying Party
from any liability  which the  Indemnifying  Party may have to such  Indemnified
Party  hereunder,  except and solely to the  extent  the  Indemnifying  Party is
actually  prejudiced  by such  failure.  If the  Indemnified  Party  is  seeking
indemnification  with  respect  to any  claim  or  action  brought  against  the
Indemnified  Party, then the Indemnifying Party shall be entitled to participate
in such claim or action,  and,  to the extent that it wishes,  jointly  with all
other  Indemnifying  Parties,  to assume  control of the  defense  thereof  with
counsel   satisfactory  to  the  Indemnified   Party.   After  notice  from  the
Indemnifying Party to the Indemnified Party of its election to assume control of
the defense of such claim or action,  the Indemnifying Party shall not be liable
to the Indemnified Party for any legal or other expenses  subsequently  incurred
by the  Indemnified  Party in  connection  with the defense  thereof  other than
reasonable  costs of  investigation;  PROVIDED,  HOWEVER,  that in any action in
which  both the  Indemnified  Party  and the  Indemnifying  Party  are  named as
defendants,  the  Indemnified  Party  shall  have the right to  employ  separate
counsel  (but  no  more  than  one  such  separate  counsel)  to  represent  the
Indemnified  Party and its  controlling  persons who may be subject to liability
arising  out of any claim in  respect  of which  indemnity  may be sought by the
Indemnified Party against the Indemnifying  Party, with the fees and expenses of
such  counsel to be paid by such  Indemnifying  Party if, based upon the written
opinion of counsel of such Indemnified Party,  representation of both parties by
the same counsel  would be  inappropriate  due to actual or potential  differing
interests between them. No Indemnifying  Party shall,  without the prior written
consent of the  Indemnified  Party,  consent to entry of  judgment or effect any
settlement of any claim or pending or threatened  proceeding in respect of which
the  Indemnified  Party is or could have been a party and  indemnity  could have
been  sought  hereunder  by such  Indemnified  Party,  unless  such  judgment or
settlement includes an unconditional  release of such Indemnified Party from all
liability arising out of such claim or proceeding.

            4.4 CONTRIBUTION.

                  4.4.1.  If the  indemnification  provided for in the foregoing
Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified  Party in respect of
any loss, claim, damage,  liability or action referred to herein, then each such
Indemnifying  Party,  in lieu of  indemnifying  such  Indemnified  Party,  shall
contribute to the amount paid or payable by such  Indemnified  Party as a result
of such  loss,  claim,  damage,  liability  or action in such  proportion  as is
appropriate  to reflect the relative  fault of the  Indemnified  Parties and the
Indemnifying  Parties in connection with the actions or omissions which resulted
in such loss, claim, damage,  liability or action, as well as any other relevant
equitable  considerations.  The relative fault of any Indemnified  Party and any
Indemnifying  Party 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 such Indemnified Party or such  Indemnifying  Party and the parties'
relative intent, knowledge,  access to information and opportunity to correct or
prevent such statement or omission.

                  4.4.2.  The parties hereto agree that it would not be just and
equitable if  contribution  pursuant to this Section 4.4 were  determined by PRO
RATA allocation or by any other method of allocation which does not take account
of the equitable considerations referred to in the immediately preceding Section
4.4.1.  The amount  paid or payable by an  Indemnified  Party as a result of any
loss,  claim,  damage,  liability  or  action  referred  to in  the  immediately
preceding


                                       12
<PAGE>

paragraph  shall be deemed to  include,  subject  to the  limitations  set forth
above,  any  legal or  other  expenses  incurred  by such  Indemnified  Party in
connection   with   investigating   or  defending  any  such  action  or  claim.
Notwithstanding  the  provisions  of this Section 4.4, no holder of  Registrable
Securities  shall be required to  contribute  any amount in excess of the dollar
amount of the net proceeds (after payment of any underwriting  fees,  discounts,
commissions  or  taxes)  actually  received  by such  holder  from  the  sale of
Registrable  Securities  which  gave rise to such  contribution  obligation.  No
person  guilty of  fraudulent  misrepresentation  (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any person
who was not guilty of such fraudulent misrepresentation.

      5. UNDERWRITING AND DISTRIBUTION.

            5.1 RULE 144. The Company  covenants  that it shall file any reports
required to be filed by it under the  Securities  Act and the  Exchange  Act and
shall take such  further  action as the holders of  Registrable  Securities  may
reasonably request,  all to the extent required from time to time to enable such
holders to sell Registrable Securities without registration under the Securities
Act within  the  limitation  of the  exemptions  provided  by Rule 144 under the
Securities  Act, as such Rules may be amended from time to time,  or any similar
Rule or regulation hereafter adopted by the Commission.

      6. MISCELLANEOUS.

            6.1 OTHER  REGISTRATION  RIGHTS. The Company represents and warrants
that no person, other than a holder of the Registrable Securities, has any right
to require the Company to register any shares of the Company's capital stock for
sale or to include  shares of the Company's  capital  stock in any  registration
filed by the Company for the sale of shares of capital stock for its own account
or for the account of any other person.

            6.2 ASSIGNMENT; NO THIRD PARTY BENEFICIARIES. This Agreement and the
rights,  duties and obligations of the Company  hereunder may not be assigned or
delegated  by the Company in whole or in part.  This  Agreement  and the rights,
duties and obligations of the holders of Registrable Securities hereunder may be
freely  assigned  or  delegated  by such  holder of  Registrable  Securities  in
conjunction with and to the extent of any transfer of Registrable  Securities by
any such holder.  This Agreement and the provisions hereof shall be binding upon
and shall  inure to the  benefit  of each of the  parties  and their  respective
successors  and the permitted  assigns of the Investor or holder of  Registrable
Securities  or of  any  assignee  of  the  Investor  or  holder  of  Registrable
Securities.  This  Agreement is not intended to confer any rights or benefits on
any  persons  that are not party  hereto  other than as  expressly  set forth in
Article 4 and this Section 6.2.

            6.3 NOTICES. All notices, demands, requests,  consents, approvals or
other communications (collectively, "NOTICES") required or permitted to be given
hereunder or which are given with respect to this Agreement  shall be in writing
and shall be personally served,  delivered by reputable air courier service with
charges prepaid, or transmitted by hand delivery,  telegram, telex or facsimile,
addressed as set forth below,  or to such other address as such party shall have
specified most recently by written  notice.  Notice shall be deemed given on the
date of service or transmission if personally served or transmitted by telegram,
telex or facsimile;


                                       13
<PAGE>

PROVIDED,  that if such service or  transmission  is not on a business day or is
after normal business hours,  then such notice shall be deemed given on the next
business day. Notice  otherwise sent as provided herein shall be deemed given on
the next  business day following  timely  delivery of such notice to a reputable
air courier service with an order for next-day delivery.

                  To the Company:

                  Ardent Acquisition Corporation
                  1415 Kellum Place, Suite 205
                  Garden City, New York 11530
                  Attention: Chairman

                  with a copy to:

                  Bingham McCutchen LLP
                  399 Park Avenue
                  New York, New York 10022
                  Attn: Floyd I. Wittlin, Esq.; and

                  Graubard Miller
                  600 Third Avenue
                  New York, NY 10016-2097
                  Attention: David Miller

                  To an Investor, to:

                  Barry J. Gordon                               ; or
                  Ardent Acquisition Corporation
                  1415 Kellum Place
                  Suite 205
                  Garden City, New York 11530

                  Marc H. Klee                                  ; or
                  Ardent Acquisition Corporation
                  1415 Kellum Place
                  Suite 205
                  Garden City, New York 11530

                  Harvey Granat                                 ; or
                  Corporate Solutions Group
                  175 Great Neck Road, Suite 408
                  Great Neck, NY 11021

                  Arthur H. Goldberg                            ; or
                  Corporate Solutions Group


                                       14
<PAGE>

                  175 Great Neck Road, Suite 408
                  Great Neck, NY 11021

                  Alan J. Loewenstein                           ; or
                  Ardent Acquisition Corporation
                  1415 Kellum Place
                  Suite 205
                  Garden City, New York 11530

                  Robert Sroka                                  ;or
                  Corporate Solutions Group
                  175 Great Neck Road, Suite 408
                  Great Neck, NY 11021

                  Robert Brill                                  ; or
                  Newlight Associates
                  500 North Broadway, Suite 144
                  Jericho, New York 11753

                  Philip Goodman
                  Ardent Acquisition Corporation
                  1415 Kellum Place
                  Suite 205
                  Garden City, New York 11530

                  with a copy to:

                  Graubard Miller
                  600 Third Avenue
                  New York, NY 10016-2097
                  Attention: David Miller

            6.4 SEVERABILITY.  This Agreement shall be deemed severable, and the
invalidity or  unenforceability of any term or provision hereof shall not affect
the  validity  or  enforceability  of this  Agreement  or of any  other  term or
provision hereof. Furthermore, in lieu of any such invalid or unenforceable term
or provision,  the parties  hereto intend that there shall be added as a part of
this Agreement a provision as similar in terms to such invalid or  unenforceable
provision as may be possible and be valid and enforceable.

            6.5  COUNTERPARTS.  This  Agreement  may  be  executed  in  multiple
counterparts,  each of which shall be deemed an original, and all of which taken
together shall constitute one and the same instrument.

            6.6 ENTIRE  AGREEMENT.  This  Agreement  (including  all  agreements
entered into pursuant  hereto and all  certificates  and  instruments  delivered
pursuant hereto and thereto) constitute the entire agreement of the parties with
respect to the subject matter hereof


                                       15
<PAGE>

and  supersede  all  prior  and  contemporaneous  agreements,   representations,
understandings,  negotiations and discussions between the parties,  whether oral
or written.

            6.7  MODIFICATIONS  AND  AMENDMENTS.  No amendment,  modification or
termination of this Agreement shall be binding upon any party unless executed in
writing by such party.

            6.8 TITLES AND  HEADINGS.  Titles and  headings  of sections of this
Agreement are for convenience  only and shall not affect the construction of any
provision of this Agreement.

            6.9 WAIVERS AND  EXTENSIONS.  Any party to this  Agreement may waive
any right,  breach or default which such party has the right to waive,  PROVIDED
that such waiver will not be effective against the waiving party unless it is in
writing,  is signed by such party,  and  specifically  refers to this Agreement.
Waivers  may be made in  advance  or after the right  waived  has  arisen or the
breach or default waived has occurred. Any waiver may be conditional.  No waiver
of any breach of any agreement or provision  herein  contained shall be deemed a
waiver of any preceding or succeeding  breach thereof nor of any other agreement
or provision herein contained. No waiver or extension of time for performance of
any  obligations  or acts shall be deemed a waiver or  extension of the time for
performance of any other obligations or acts.

            6.10  REMEDIES  CUMULATIVE.  In the event that the Company  fails to
observe or perform any covenant or  agreement to be observed or performed  under
this Agreement,  the Investor or any other holder of Registrable  Securities may
proceed to protect  and  enforce  its rights by suit in equity or action at law,
whether for specific  performance of any term contained in this Agreement or for
an  injunction  against the breach of any such term or in aid of the exercise of
any power  granted in this  Agreement or to enforce any other legal or equitable
right,  or to take any one or more of such actions,  without  being  required to
post a bond.  None of the  rights,  powers  or  remedies  conferred  under  this
Agreement  shall be mutually  exclusive,  and each such  right,  power or remedy
shall be cumulative and in addition to any other right, power or remedy, whether
conferred by this Agreement or now or hereafter  available at law, in equity, by
statute or otherwise.

            6.11 GOVERNING LAW. This Agreement shall be governed by, interpreted
under,  and construed in  accordance  with the internal laws of the State of New
York applicable to agreements  made and to be performed  within the State of New
York,  without giving effect to any choice-of-law  provisions thereof that would
compel the application of the substantive laws of any other jurisdiction.

            6.12  WAIVER OF TRIAL BY JURY.  Each party  hereby  irrevocably  and
unconditionally  waives  the  right  to a trial  by jury  in any  action,  suit,
counterclaim or other proceeding (whether based on contract,  tort or otherwise)
arising out of,  connected with or relating to this Agreement,  the transactions
contemplated  hereby,  or the  actions  of  the  Investor  in  the  negotiation,
administration, performance or enforcement hereof.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       16
<PAGE>

      IN WITNESS  WHEREOF,  the parties  have caused  this  Registration  Rights
Agreement to be executed and delivered by their duly authorized  representatives
as of the date first written above.


                                        ARDENT ACQUISITION CORPORATION
                                        A Delaware corporation

                                    By:
                                        ----------------------------------------
                                        Barry J. Gordon, Chairman


                                        INITIAL STOCKHOLDERS:


                                        ----------------------------------------
                                        Barry J. Gordon


                                        ----------------------------------------
                                        Marc H. Klee


                                        ----------------------------------------
                                        Harvey Granat


                                        ----------------------------------------
                                        Arthur H. Goldberg


                                        ----------------------------------------
                                        Alan J. Loewenstein


                                        ----------------------------------------
                                        Robert Sroka


                                        ----------------------------------------
                                        Robert Brill


                                        ----------------------------------------
                                        Philip Goodman


                                       17