REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as
of January,  2000, by and among  MerchantOnline.com,  Inc., a  corporation  duly
incorporated and existing under the laws of the State of Florida (the "Company")
and the subscriber as named on the signature page hereto  (hereinafter  referred
to as "Subscriber").

                                    RECITALS:

         WHEREAS,  pursuant  to the  Company's  offering  ("Offering")  of up to
Thirty  Five  Million  Dollars  ($35,000,000),  excluding  any  funds  paid upon
exercise  of the  Warrants,  of Common  Stock of the  Company  pursuant  to that
certain Investment Agreement of even date herewith (the "Investment  Agreement")
between the Company and the  Subscriber,  the Company has agreed to sell and the
Subscriber  has  agreed  to  purchase,  from  time to time  as  provided  in the
Investment  Agreement,  shares  of the  Company's  Common  Stock  for a  maximum
aggregate offering amount of Thirty Five Million Dollars ($35,000,000);

         WHEREAS, pursuant to the terms of the Investment Agreement, the Company
has agreed to issue to the Subscriber,  from time to time,  Commitment  Warrants
and Purchase Warrants,  each as defined in the Investment Agreement, to purchase
a number of shares of Common  Stock,  exercisable  for five (5) years from their
respective  dates of issuance  (collectively,  the "Subscriber  Warrants" or the
"Warrants"); and

         WHEREAS, pursuant to the terms of the Investment Agreement, the Company
has agreed to provide  the  Subscriber  with  certain  registration  rights with
respect to the Common  Stock to be issued in the  Offering  and the Common Stock
issuable  upon  exercise  of the  Subscriber  Warrants  as  set  forth  in  this
Registration Rights Agreement.

                                     TERMS:

         NOW,   THEREFORE,    in   consideration   of   the   mutual   promises,
representations, warranties, covenants and conditions set forth in Agreement and
for other good and valuable consideration,  the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:

         1.       CERTAIN DEFINITIONS.  As used in this Agreement (including the
Recitals  above),  the following  terms shall have the following  meanings (such
meanings to be equally applicable to both singular and plural forms of the terms
defined):

                  "1934 Act" shall mean the Securities  Exchange Act of 1934, as
amended, together with the rules and regulations promulgated thereunder.

                  "Additional Registration Statement" shall have the meaning set
forth in Section 3(b).

                  "Amended  Registration  Statement"  shall have the meaning set
forth in Section 3(b).

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<PAGE>

                  "Business  Day"  shall  have  the  meaning  set  forth  in the
Investment Agreement.


                  "Closing  Bid Price"  shall have the  meaning set forth in the
Investment Agreement.

                  "Common  Stock" shall mean the common stock,  par value $0.01,
of the Company.

                  "Due  Date"  shall  mean the date that is one  hundred  twenty
(120) days after the date of this Agreement.

                  "Effective  Date"  shall have the meaning set forth in Section
2.4.

                  "Filing Date" shall mean the date that is forty-five (45) days
after the date of this Agreement.

                  "Holder" shall mean Subscriber, and any other person or entity
owning or having the right to acquire  Registrable  Securities  or any permitted
assignee thereof;

                  "Piggyback    Registration"   and   "Piggyback    Registration
Statement" shall have the meaning set forth in Section 4.

                  "Put"  shall have the  meaning as set forth in the  Investment
Agreement.

                  "Register,"  "Registered," and  "Registration"  shall mean and
refer  to a  registration  effected  by  preparing  and  filing  a  registration
statement or similar  document in compliance with the Securities Act of 1933, as
amended  (the "Act"),  and  pursuant to Rule 415 under the Act or any  successor
rule, and the  declaration  or ordering of  effectiveness  of such  registration
statement or document.

                  "Registrable  Securities"  shall have the meaning set forth in
Section 2.1.

                  "Registration  Statement"  shall have the meaning set forth in
Section 2.2.

                  "Rule 144" shall mean Rule 144, as amended,  promulgated under
the Act.

                  "Subscriber"  shall have the meaning set forth in the preamble
to this Agreement.

                  "Subscriber  Warrants" shall have the meaning set forth in the
above Recitals.

                  "Investment Agreement" shall have the meaning set forth in the
Recitals hereto.

                  "Supplemental  Registration  Statement" shall have the meaning
set forth in Section 3(b).

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<PAGE>

                  "Warrants"  shall  have the  meaning  set  forth in the  above
Recitals.

                  "Warrant  Shares"  shall mean shares of Common Stock  issuable
upon exercise of any Warrant.


         2.       REQUIRED REGISTRATION.

                  2.1 REGISTRABLE  SECURITIES.  "Registrable  Securities"  shall
mean those shares of the Common Stock of the Company  together  with any capital
stock issued in replacement  of, in exchange for or otherwise in respect of such
Common Stock, that are: (i) issuable or issued to the Subscriber pursuant to the
Investment  Agreement  or in this  Agreement,  and (ii)  issuable or issued upon
exercise of the Subscriber Warrants; provided, however, that notwithstanding the
above, the following shall not be considered Registrable Securities:

                      (a) any Common Stock which would otherwise be deemed to be
Registrable  Securities,  if and to the extent that those shares of Common Stock
may be  resold  in a public  transaction  without  volume  limitations  or other
material  restrictions  without  registration  under the Act,  including without
limitation, pursuant to Rule 144 under the Act; and

                      (b) any shares of Common  Stock  which have been sold in a
private  transaction in which the  transferor's  rights under this Agreement are
not assigned.

                  2.2  FILING OF INITIAL  REGISTRATION  STATEMENT.  The  Company
shall,  by  the  Filing  Date,  file  a  registration  statement  ("Registration
Statement") on Form S-1 (or other  suitable  form, at the Company's  discretion,
but subject to the reasonable approval of Subscriber),  covering the resale of a
number of shares of Common Stock as Registrable Securities equal to at least Ten
Million  (10,000,000)  shares of Common  Stock and shall  cover,  to the  extent
allowed by applicable  law, such  indeterminate  number of additional  shares of
Common Stock that may be issued or become issuable as Registrable  Securities by
the Company pursuant to Rule 416 of the Act.

                  2.3 [INTENTIONALLY LEFT BLANK].

                  2.4  REGISTRATION  EFFECTIVE  DATE.  The Company shall use its
best efforts to have the Registration  Statement  declared  effective by the SEC
(the date of such  effectiveness is referred to herein as the "Effective  Date")
by the Due Date.

                  2.5 [INTENTIONALLY LEFT BLANK].

                  2.6 [INTENTIONALLY LEFT BLANK].

                  2.7 SHELF  REGISTRATION.  The Registration  Statement shall be
prepared  as a "shelf"  registration  statement  under  Rule  415,  and shall be
maintained  effective  until all  Registrable  Securities are resold pursuant to
such Registration Statement.

                  2.8   SUPPLEMENTAL   REGISTRATION   STATEMENT.   Anytime   the
Registration  Statement  does not cover a sufficient  number of shares of Common

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<PAGE>

Stock to  cover  all  outstanding  Registrable  Securities,  the  Company  shall
promptly prepare and file with the SEC such Supplemental  Registration Statement
and the prospectus used in connection with such registration statement as may be
necessary  to  comply  with  the  provisions  of the  Act  with  respect  to the
disposition of all such Registrable Securities and shall use its best efforts to
cause such Supplemental  Registration Statement to be declared effective as soon
as possible.

         3.       OBLIGATIONS  OF THE  COMPANY.  Whenever  required  under  this
Agreement to effect the registration of any Registrable Securities,  the Company
shall, as expeditiously and reasonably possible:

                  (a)  Prepare  and  file  with  the   Securities  and  Exchange
Commission  ("SEC") a Registration  Statement  with respect to such  Registrable
Securities  and use its best  efforts to cause such  Registration  Statement  to
become  effective and to remain  effective until all Registrable  Securities are
resold pursuant to such Registration Statement.

                  (b)  Prepare  and  file  with  the  SEC  such  amendments  and
supplements to such Registration Statement and the prospectus used in connection
with such Registration Statement ("Amended  Registration  Statement") or prepare
and  file  any  additional  registration  statement  ("Additional   Registration
Statement,"  together  with the Amended  Registration  Statement,  "Supplemental
Registration  Statements")  as may be necessary to comply with the provisions of
the Act with  respect  to the  disposition  of all  securities  covered  by such
Supplemental Registration Statements or such prior registration statement and to
cover the resale of all Registrable Securities.

                  (c)  Furnish  to the  Holders  such  numbers  of  copies  of a
prospectus,   including  a  preliminary  prospectus,   in  conformity  with  the
requirements  of the  Securities  Act,  and  such  other  documents  as they may
reasonably  request  in order  to  facilitate  the  disposition  of  Registrable
Securities owned by them.

                  (d)  Use  its  best   efforts  to  register  and  qualify  the
securities covered by such Registration Statement under such other securities or
Blue Sky laws of the  jurisdictions  in which the Holders are  located,  of such
other  jurisdictions  as shall be  reasonably  requested  by the  Holders of the
Registrable  Securities covered by such Registration  Statement and of all other
jurisdictions  where  legally  required,  provided that the Company shall not be
required in  connection  therewith  or as a  condition  thereto to qualify to do
business  or to file a general  consent to service of process in any such states
or jurisdictions.

                  (e)      [Intentionally Omitted].

                  (f) As promptly as  practicable  after  becoming aware of such
event,  notify each Holder of  Registrable  Securities  of the  happening of any
event of which the Company has  knowledge,  as a result of which the  prospectus
included in the Registration  Statement,  as then in effect,  includes an untrue
statement of a material  fact or omits to state a material  fact  required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances  under which they were made, not misleading,  use its best efforts
promptly to prepare a supplement or amendment to the  Registration  Statement to
correct such untrue  statement  or  omission,  and deliver a number of copies of

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<PAGE>

such  supplement  or  amendment  to each  Holder as such  Holder may  reasonably
request.

                  (g)   Provide   Holders   with  notice  of  the  date  that  a
Registration  Statement or any Supplemental  Registration  Statement registering
the resale of the Registrable  Securities is declared  effective by the SEC, and
the date or dates when the Registration Statement is no longer effective.

                  (h) Provide Holders and their  representatives the opportunity
and a reasonable  amount of time, based upon reasonable  notice delivered by the
Company,  to conduct a reasonable due diligence  inquiry of Company's  pertinent
financial  and other  records and make  available its officers and directors for
questions  regarding such information as it relates to information  contained in
the Registration Statement.

                  (i) Provide Holders and their  representatives the opportunity
to review the Registration  Statement and all amendments or supplements  thereto
prior to their  filing  with the SEC by  giving  the  Holder  at least  ten (10)
business days advance written prior to such filing.

                  (j) Provide each Holder with prompt  notice of the issuance by
the  SEC or any  state  securities  commission  or  agency  of  any  stop  order
suspending the effectiveness of the Registration  Statement or the initiation of
any  proceeding  for such  purpose.  The Company  shall use its best  efforts to
prevent  the  issuance  of any stop order and,  if any is issued,  to obtain the
removal thereof at the earliest possible date.

                  (k) Use its best  efforts to list the  Registrable  Securities
covered by the Registration  Statement with all securities  exchanges or markets
on which the Common  Stock is then  listed  and  prepare  and file any  required
filing with the NASD,  American Stock  Exchange,  NYSE and any other exchange or
market on which the Common Stock is listed.

         4.       [INTENTIONALLY LEFT BLANK].

         5.       [INTENTIONALLY LEFT BLANK].

         6.       DISPUTE AS TO REGISTRABLE SECURITIES. In the event the Company
believes  that shares  sought to be  registered  under Section 2 or Section 4 by
Holders do not constitute  "Registrable  Securities" by virtue of Section 2.1 of
this  Agreement,  and the status of those shares as  Registrable  Securities  is
disputed,  the Company  shall  provide,  at its expense,  an Opinion of Counsel,
reasonably   acceptable  to  the  Holders  of  the   Securities  at  issue  (and
satisfactory  to the Company's  transfer agent to permit the sale and transfer),
that those  securities may be sold  immediately,  without  volume  limitation or
other material  restrictions,  without  registration under the Act, by virtue of
Rule 144 or similar provisions.

         7.       FURNISH  INFORMATION.  At the Company's  request,  each Holder
shall furnish to the Company such information  regarding Holder, the Registrable
Securities held by it, and the intended method of disposition of such securities
to the extent required to effect the registration of its Registrable  Securities
or to determine that  registration is not required pursuant to Rule 144 or other
applicable  provision  of the Act.  The Company  shall  include all  information

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<PAGE>

provided  by  such  Holder  pursuant  hereto  in  the  Registration   Statement,
substantially in the form supplied, except to the extent such information is not
permitted by law.

         8.       EXPENSES.  All expenses,  other than  commissions and fees and
expenses  of  counsel  to the  selling  Holders,  incurred  in  connection  with
registrations,  filings or qualifications  pursuant hereto,  including  (without
limitation)  all  registration,  filing and  qualification  fees,  printers' and
accounting  fees, fees and  disbursements  of counsel for the Company,  shall be
borne by the Company.

         9.       INDEMNIFICATION.  In the event any Registrable  Securities are
included in a Registration Statement under this Agreement:

                  (a) To the extent permitted by law, the Company will indemnify
and hold harmless each Holder, the officers,  directors,  partners, and in-house
legal  counsel of each  Holder,  any  underwriter  (as defined in the Act, or as
deemed by the Securities Exchange Commission,  or as indicated in a registration
statement) for such Holder and each person,  if any, who controls such Holder or
underwriter  within  the  meaning  of  Section  15 of the Act or the  Securities
Exchange Act of 1934, as amended (the "1934 Act"),  against any losses,  claims,
damages,  or  liabilities  (joint or several)  to which they may become  subject
under the Act,  the 1934 Act or other  federal  or state  law,  insofar  as such
losses,  claims,  damages,  or liabilities (or actions in respect thereof) arise
out of or are based upon any of the following  statements or omissions:  (i) any
untrue  statement or alleged  untrue  statement of a material fact  contained in
such  registration  statement,  including  any  preliminary  prospectus or final
prospectus  contained therein or any amendments or supplements  thereto, or (ii)
the 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
the Company will reimburse each such Holder, officer or director, underwriter or
controlling person for any legal or other expenses  reasonably  incurred by them
in connection  with  investigating  or defending any such loss,  claim,  damage,
liability, or action; provided,  however, that the indemnity agreement contained
in this  subsection  9(a) shall not apply to amounts paid in  settlement  of any
such loss, claim,  damage,  liability,  or action if such settlement is effected
without the  consent of the Company  (which  consent  shall not be  unreasonably
withheld),  nor shall the  Company be liable in any such case for any such loss,
claim,  damage,  liability,  or action to the extent that it arises out of or is
based upon a violation  which  occurs in reliance  upon and in  conformity  with
written  information  furnished  expressly  for  use  in  connection  with  such
registration by any such Holder, officer,  director,  underwriter or controlling
person;  provided however, that the above shall not relieve the Company from any
other liabilities which it might otherwise have.

                  (b) Promptly after receipt by an indemnified  party under this
Section  9  of  notice  of  the  commencement  of  any  action   (including  any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made  against any  indemnifying  party under this Section 9, deliver to
the  indemnifying  party a written  notice of the  commencement  thereof and the
indemnifying  party shall have the right to  participate  in, and, to the extent
the indemnifying  party so desires,  jointly with any other  indemnifying  party
similarly  noticed,  to  assume,  the  defense  thereof  with  counsel  mutually
satisfactory to the parties; provided,  however, that an indemnified party shall
have the right to retain its own counsel,  with the reasonably incurred fees and
expenses  of  one  such  counsel  to be  paid  by  the  indemnifying  party,  if

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<PAGE>

representation  of  such  indemnified  party  by  the  counsel  retained  by the
indemnifying party would be inappropriate due to actual or potential conflicting
interests between such indemnified party and any other party represented by such
counsel  in such  proceeding.  The  failure  to  deliver  written  notice to the
indemnifying  party within a  reasonable  time of the  commencement  of any such
action,  if materially  prejudicial to its ability to defend such action,  shall
relieve such indemnifying  party of any liability to the indemnified party under
this  Section  9,  but  the  omission  so  to  deliver  written  notice  to  the
indemnifying  party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 9.

                  (c) In the event that the indemnity  provided in paragraph (a)
of  this  Section  9 is  unavailable  to or  insufficient  to hold  harmless  an
indemnified  party  for any  reason,  the  Company  and  each  Holder  agree  to
contribute to the aggregate claims,  losses,  damages and liabilities (including
legal or other expenses  reasonably incurred in connection with investigating or
defending same) (collectively  "Losses") to which the Company and one or more of
the Holders may be subject in such  proportion as is  appropriate to reflect the
relative fault of the Company and the Holders in connection  with the statements
or omissions  which resulted in such Losses.  Relative fault shall be determined
by reference  to whether any alleged  untrue  statement  or omission  relates to
information  provided  by the  Company or by the  Holders.  The  Company and the
Holders  agree  that it would not be just and  equitable  if  contribution  were
determined by pro rata  allocation  or any other method of allocation  that does
not  take   account  of  the   equitable   considerations   referred  to  above.
Notwithstanding  the  provisions  of this  paragraph  (d),  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.  For  purposes of this Section 9,
each person who controls a Holder of Registrable  Securities  within the meaning
of either the  Securities  Act or the Exchange Act and each  director,  officer,
partner,  employee  and  agent  of a  Holder  shall  have  the  same  rights  to
contribution as such holder, and each person who controls the Company within the
meaning of either the Act or the Exchange  Act and each  director and officer of
the Company shall have the same rights to contribution  as the Company,  subject
in each case to the applicable terms and conditions of this paragraph (c).

                  (d) The  obligations  of the Company  and  Holders  under this
Section 9 shall survive the resale,  if any, of the Common Stock, the completion
of any offering of Registrable Securities in a Registration Statement under this
Agreement, and otherwise.

         10.      REPORTS UNDER SECURITIES  EXCHANGE ACT OF 1934. With a view to
making  available to the Holders the benefits of Rule 144 promulgated  under the
Act and any other rule or  regulation  of the SEC that may at any time  permit a
Holder to sell securities of the Company to the public without registration, the
Company agrees to:

                  (a) make and keep public information available, as those terms
are understood and defined in Rule 144; and

                  (b) use its  best  efforts  to file  with  the SEC in a timely
manner all reports and other documents required of the Company under the Act and
the 1934 Act.

         11.      AMENDMENT  OF  REGISTRATION  RIGHTS.  Any  provision  of  this
Agreement  may be  amended  and the  observance  thereof  may be waived  (either

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<PAGE>

generally   or  in  a   particular   instance   and  either   retroactively   or
prospectively),  only with the  written  consent of the  Company and the written
consent of each Holder  affected  thereby.  Any amendment or waiver  effected in
accordance  with this paragraph  shall be binding upon each Holder,  each future
Holder, and the Company.

         12.      NOTICES.   All  notices   required  or  permitted  under  this
Agreement  shall be made in writing  signed by the party making the same,  shall
specify  the section  under this  Agreement  pursuant to which it is given,  and
shall be addressed if to (i) the Company at: Attn: Tarek Kirschen, President and
CEO;  MerchantOnline.com,  Inc.;  1600 S. Dixie Hwy.,  Suite 300, Boca Raton, FL
33432; Telephone:  (561) 395-3585;  Facsimile:  (561) 395-4241 (or at such other
location as  directed  by the Company in writing)  and (ii) the Holders at their
respective last address as the party as shown on the records of the Company. Any
notice, except as otherwise provided in this Agreement, shall be made by fax and
shall be deemed given at the time of transmission of the fax.

         13.      TERMINATION.  This Agreement  shall  terminate on the date all
Registrable  Securities  cease to exist (as that term is defined in Section  2.1
hereof);  but  without  prejudice  to (i) the  parties'  rights and  obligations
arising from breaches of this Agreement occurring prior to such termination (ii)
other indemnification obligations under this Agreement.

         14.      ASSIGNMENT. No assignment,  transfer or delegation, whether by
operation of law or otherwise, of any rights or obligations under this Agreement
by the  Company or any  Holder,  respectively,  shall be made  without the prior
written  consent of the  majority in  interest  of the  Holders or the  Company,
respectively;  provided  that the  rights of a Holder  may be  transferred  to a
subsequent  holder  of  the  Holder's  Registrable   Securities  (provided  such
transferee  shall  provide  to the  Company,  together  with  or  prior  to such
transferee's  request  to  have  such  Registrable   Securities  included  in  a
Registration,  a writing  executed by such transferee  agreeing to be bound as a
Holder by the terms of this Agreement), and the Company hereby agrees to file an
amended  registration  statement or supplement  including  such  transferee or a
selling  security holder  thereunder;  and provided further that the Company may
transfer its rights and  obligations  under this Agreement to a purchaser of all
or a substantial portion of its business if the obligations of the Company under
this Agreement are assumed in connection with such transfer, either by merger or
other  operation  of law (which may include  without  limitation  a  transaction
whereby  the  Registrable  Securities  are  converted  into  securities  of  the
successor in interest) or by specific assumption executed by the transferee.

         15.      GOVERNING  LAW.  This  Agreement  shall  be  governed  by  and
construed  in  accordance  with the laws of the State of Florida  applicable  to
agreements made in and wholly to be performed in that  jurisdiction,  except for
matters  arising  under the Act or the  Securities  Exchange Act of 1934,  which
matters shall be construed and interpreted in accordance with such laws.

         16.      EXECUTION IN  COUNTERPARTS  PERMITTED.  This  Agreement may be
executed  in any  number of  counterparts,  each of which  shall be  enforceable
against the  parties  actually  executing  such  counterparts,  and all of which
together shall constitute one (1) instrument.

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<PAGE>

         17.      SPECIFIC  PERFORMANCE.  The Holder  shall be  entitled  to the
remedy of  specific  performance  in the event of the  Company's  breach of this
Agreement, the parties agreeing that a remedy at law would be inadequate.

         18.      INDEMNITY. Each party shall indemnify each other party against
any and all claims, damages (including reasonable attorney's fees), and expenses
arising out of the first party's breach of any of the terms of this Agreement.

         19.      ENTIRE AGREEMENT; WRITTEN AMENDMENTS REQUIRED. This Agreement,
the Investment Agreement, the Common Stock certificates, and the other documents
delivered  pursuant  hereto  constitute  the full and entire  understanding  and
agreement  between the parties with regard to the  subjects  hereof and thereof,
and no party  shall be liable or bound to any other  party in any  manner by any
warranties, representations or






                           [INTENTIONALLY LEFT BLANK]

                                       9
<PAGE>


covenants  except  as  specifically  set  forth  herein  or  therein.  Except as
expressly  provided  herein,  neither this  Agreement nor any term hereof may be
amended,  waived,  discharged or terminated  other than by a written  instrument
signed by the party  against whom  enforcement  of any such  amendment,  waiver,
discharge or termination is sought.


         IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of
this ___ day of January 2000.

                                     MERCHANTONLINE.COM, INC.



                                     By: /s/ TAREK KIRSCHEN
                                        ----------------------------------------
                                             Tarek Kirschen, President and CEO


                                     Address:  Attn: Tarek Kirschen, President
                                                     and CEO
                                     MerchantOnline.com, Inc.
                                     1600 S. Dixie Hwy., Suite 300
                                     Boca Raton, FL 33432
                                     Telephone: (561) 395-3585
                                     Facsimile: (561) 395-4241


                                     SUBSCRIBER:
                                     SWARTZ PRIVATE EQUITY, LLC.



                                     By: /s/ ERIC S. SWARTZ
                                        ----------------------------------------
                                         Eric S. Swartz, Manager


                            Address: 1080 Holcomb Bridge Road
                                     Bldg. 200, Suite 285
                                     Roswell, GA  30076
                                     Telephone: (770) 640-8130
                                     Facsimile:  (770) 640-7150


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