REGISTRATION RIGHTS AGREEMENT

      THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of November
18, 2003 by and among Dominix, Inc., a Delaware corporation ("Company"); and the
holders  of the  Company's  Series  A  Cumulative  Convertible  Preferred  Stock
("Convertible Securities") set forth on the attached Schedule A (the "Holders"),
through their authorized representative, Steven A. Horowitz.

                                    RECITALS:

      WHEREAS,  as of  the  date  hereof  Company  has  issued  to  the  Holders
Convertible Securities which permit the Holders to acquire 687,999,800 Shares of
the  Company's  Common  Stock,  subject to  adjustment on terms set forth in the
designation relating to the Convertible Securities.

      NOW,  THEREFORE,  in consideration of the mutual promises contained herein
and other good and sufficient  consideration,  the receipt and adequacy of which
is hereby acknowledged, the parties hereto agree as follows:

1.    DEFINITIONS

      The following terms,  when used in this Agreement,  will, unless otherwise
expressly provided, have the following meanings:

"Beneficial  Owner"  means a person  who,  directly or  indirectly,  through any
contract, arrangement, understanding, relationship or otherwise has or shares:

      (a) Voting power which includes the power to vote, or to direct the voting
      of, such security; and/or

      (b) Investment  power which  includes the power to dispose,  or direct the
      disposition of, such security;

or who would  otherwise  be deemed to be the  beneficial  owner of any  security
under Rule 13d-3  issued  under the  Exchange  Act, as such Rule is amended from
time to  time.  A  person  that is the  "Beneficial  Owner"  of any  Convertible
Securities  will be deemed  to be the  Beneficial  Owner of the  Stock  issuable
pursuant  to  the  Convertible  Securities,   whether  or  not  the  Convertible
Securities are then convertible.

"Beneficially Owns" has a correlative meaning to "Beneficial Owner."

"Exchange Act" means the Securities Exchange Act of 1934, as it is or may be
amended.


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<PAGE>

"Fair Market Value" of a share of Common Stock as of any date means the closing
sales price of a share of Common Stock reported in The Wall Street Journal with
respect to trading on such date (or if no sale took place on such date, the
closing sales price reported on the most recent preceding date on which a sale
took place). If the Common Stock is not traded on the NASDAQ National Market or
on any national securities exchange whose trading is reported in The Wall Street
Journal, the Fair Market Value of Common Stock shall be average of the closing
bid and asked prices on the principal national security exchange or quotation
system on which such security is quoted or listed or admitted to trading, or, if
not quoted or listed or admitted to trading on any national securities exchange
or quotation system, the closing bid price of such security on the
over-the-counter market on the day in question as reported by the National
Association of Security Dealers, Inc., or a similar generally accepted reporting
service, as the case may be.

"Holder" has the meaning set forth in Section 2.2.

"Person" means any individual, partnership, corporation, trust or unincorporated
organization, or a government or agency or political subdivision thereof.

"Piggyback Securities" has the meaning set forth in Section 3.3.

"Proposed Registration" has the meaning set forth in Section 4.1.

"Prospectus"  means the prospectus  included in any Registration  Statement,  as
amended or supplemented  by any prospectus  supplement with respect to the terms
of the  offering of any portion of the  Registrable  Securities  covered by such
Registration  Statement  and by all  other  amendments  and  supplements  to the
prospectus, including post-effective amendments and all material incorporated by
reference in such prospectus.

"Registrable Securities" has the meaning set forth in Section 2.1.

"Registration  Statement"  means any  registration  statement  of Company  which
covers any of the  Registrable  Securities  pursuant to the  provisions  of this
Agreement,  including  the  Prospectus,   amendments  and  supplements  to  such
Registration Statement,  including post-effective  amendments,  all exhibits and
all material incorporated by reference in such Registration Statement.

"Requisite  Percentage of Outstanding  Holders" means the Holders of Registrable
Securities and  Convertible  Securities who,  assuming  conversion of all of the
then outstanding Convertible Securities into Shares, would hold 50.1% or more of
the total Registrable Securities that would then be outstanding.

"Restricted Security" has the meaning set forth in Section 2.1

"Request" has the meaning set forth in Section 3.1.

"SEC" means the Securities and Exchange Commission.

"Share" means a share of Stock.


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<PAGE>

"Stock" means Company's common stock, par value $.001 per share.

"Trading Day" means any day that the NASDAQ is open for trading.

"Underwritten  Registration" or "Underwritten  Offering" means a Registration in
which  securities of Company are sold to an underwriter for reoffering on a firm
underwriting basis to the public.

"Voting  Securities"  mean  shares of Stock and any  other  securities  that are
entitled  to vote  together  as a single  class  with the  Stock on all  matters
submitted for the approval of the stockholders of Company.

2.    SECURITIES SUBJECT TO THIS AGREEMENT

      2.1 Registrable Securities. The securities entitled to the benefit of this
Agreement (the "Registrable Securities") are (a) all Shares issued on conversion
of the Convertible Securities) and (b) all Shares received as share dividends or
Shares issued on stock splits, mergers,  consolidations or other reorganizations
with respect to the Shares referred to in the preceding clause,  provided that a
Share will be a Registrable Security only for so long as such Share continues to
be a Restricted  Security. A Registrable Security shall be a Restricted Security
until it has been  effectively  registered under the Securities Act and disposed
of in accordance with the  Registration  Statement  covering it, or, if earlier,
until it is eligible  to be sold under Rule 144 under the  Securities  Act.  The
Convertible Securities are not Registrable  Securities,  but the Shares issuable
pursuant to the Convertible Securities are Registrable Securities.

      2.2 Holders of  Registrable  Securities.  No person will be  considered  a
Holder  other than the Holders set forth on the  signature  page  hereto,  their
successors or assigns.

3.    RESALE REGISTRATION

      3.1  Request.  At any  time and from  time to  time,  one or more  Holders
representing the Requisite Percentage of Outstanding Holders will have the right
pursuant to this  Section 3.1 to request a  registration  of all or a portion of
the Registrable  Securities  pursuant to a resale Registration  Statement.  Each
such request  under this Section 3.1 (an  "Request")  will specify the number of
Registrable  Securities  that each Holder intends to sell (subject to adjustment
on the terms  contemplated  by the  Convertible  Securities).  Upon receipt of a
Request  pursuant to this  Section 3.1,  Company will cause to be filed,  within
thirty  (30) days of the date of delivery  to Company of the  Request,  a resale
Registration Statement covering the sale of such Registrable Securities and will
use its best efforts to have such Registration  Statement  declared effective by
the SEC as soon as  practicable  thereafter.  Company  will not be  required  to
effect more than one  registration  pursuant to this  Section  3.1. In the event
that a  Registration  requested  pursuant  to this  Section  3 fails  to  become
effective  or if a stop order shall have been issued or the  Registration  shall
have been terminated prior to the sale of the Registrable Securities (other than
as a result of revocation by the Holders),  a Request for  Registration  will be
deemed not to have been made for purposes of this Section 3.


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<PAGE>

      3.2  Postponement  for  Certain  Events.  Notwithstanding  the  foregoing,
Company may postpone the filing and/or effectiveness of a Registration Statement
(for one or more periods not  exceeding 30 days in the  aggregate in any 365-day
period) if the Board of Directors of Company in good faith  determines  that the
filing,  effectiveness,  and/or distribution of the Registrable  Securities will
(a) adversely  interfere with a public  offering by Company or with a financing,
acquisition,  corporate  reorganization or similar corporate  transaction or (b)
require the disclosure of material, non-public information, that in the judgment
of the Board of  Directors  of  Company  would be  detrimental  to Company if so
disclosed,  in either case whether the Request is received by Company  prior to,
during  or  subsequent  to  the  closing  of  any  such  offering  or  corporate
transaction.

      3.3 Piggyback Securities.  In the event that Company is required to file a
Registration  Statement covering any Registered  Securities  pursuant to Section
3.1, Company will be permitted to include  newly-issued  securities  ("Piggyback
Securities") in such registration.

4.    PIGGYBACK REGISTRATION

      4.1 Notice of Proposed  Registration.  Each time that Company proposes for
any reason to register any of its Shares under the  Securities  Act (a "Proposed
Registration"),  on Form S-1,  S-2 or S-3 or any  similar  or  successor  forms,
Company will  promptly  give written  notice of such  Proposed  Registration  to
Holders and will offer the Holders  the right to request  inclusion  of all or a
portion of such Holder's Registrable Securities in the Proposed Registration. No
registration pursuant to this Section 4.1 will relieve Company of its obligation
to register Shares pursuant to Section 3. Each Holder will have ten (10) Trading
Days from the receipt of such notice to deliver a written request specifying the
number of such Registrable  Securities that such Holder intends to sell and such
Holder's  intended  method  of  disposition.  In the  event  that  the  Proposed
Registration by Company is, in whole or in part, an Underwritten  Offering,  any
request  under  Section 4.2 must  specify  that the  Registrable  Securities  be
included in the underwriting on the same terms and conditions as the Shares,  if
any, otherwise being sold through underwriters under such Proposed Registration.
Company will not be required to effect more than five registrations  pursuant to
this Section 4.

      4.2 Allocation.  Upon receipt of a written request pursuant to Section 4.1
hereof, Company will promptly use its best efforts to cause all such Registrable
Securities to be registered  under the Securities Act, to the extent required to
permit sale or disposition as set forth in the written request.  Notwithstanding
the  foregoing,  if the managing  underwriter(s)  of any  Proposed  Registration
determines  and  advises  in  writing  that  the  inclusion  of all  Registrable
Securities  proposed to be included in the Underwritten  Offering  together with
any other issued and outstanding Shares proposed to be included therein by other
stockholders  would interfere with the successful  marketing of Company's Shares
(or any Shares  being sold by any other  stockholder  with  demand  registration
rights),  then  Company  will  not  be  required  to  register  any  Registrable
Securities in excess of the amount, if any, of Registrable  Securities which the
managing  underwriter(s)  of such  Underwritten  Offering will reasonably and in
good  faith  agree to  include  in such  offering  in excess of any amount to be
registered for Company (or such  stockholder with demand  registration  rights);
and provided,  further, that if any Registrable  Securities are not included for
this reason, any such reduction in the number of Registrable  Securities will be
pro rata with any reduction in the number of Shares sought to be included in the
registration by such other  stockholders with similar  "piggyback"  registration
rights.


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<PAGE>

5.    REGISTRATION PROCEDURES

      5.1 Actions to be taken by Company. In connection with the registration of
Registrable  Securities pursuant to Section 3 or Section 4 hereof,  Company will
use its best  efforts  to effect  such  registration  to permit the sale of such
Registrable  Securities  in  accordance  with the proposed  method or methods of
distribution by the selling holders thereof and accordingly will:

            5.1.1  prepare  and file  with the SEC,  as soon as  practicable,  a
Registration Statement or Registration  Statements on any appropriate form under
the Securities Act, which form will be available for the sale of the Registrable
Securities  to be covered  thereby in  accordance  with the  intended  method or
methods of  distribution  by the selling  holders  thereof and will  include all
financial  statements  required by the SEC to be filed therewith;  provided that
before filing a Registration  Statement or any amendments or supplements thereto
or  Prospectus,  including in each case  documents  incorporated  by  reference,
Company will  furnish to the holders of the  Registrable  Securities  covered by
such  Registration  Statement and the  underwriters,  if any, copies of all such
documents  at least three  Trading Days prior to the day they are proposed to be
filed.

            5.1.2   prepare   and  file  with  the  SEC  such   amendments   and
post-effective  amendments to the Registration  Statement as may be necessary to
keep the  Registration  Statement  effective for a period ending on the later of
(a) 180 days  after the  effective  date of the  Registration  Statement  or (b)
consummation of the distribution of the securities  covered by such Registration
Statement;  cause the Prospectus used in connection therewith to be supplemented
by any  required  Prospectus  supplement,  and as so  supplemented  to be  filed
pursuant to Rule 424 under the Securities Act; and comply with the provisions of
the Securities Act with respect to the disposition of all securities  covered by
such  Registration  Statement  during the period referred to above in accordance
with the  intended  method or methods of  distribution  by the  selling  Holders
thereof set forth in such Registration Statement as amended or supplement to the
Prospectus used in connection therewith;

            5.1.3 notify the selling  Holders of Registrable  Securities and the
managing  underwriters,  if any, promptly, and (if requested by any such Person)
confirm  such  advice in  writing,  (a) when the  Prospectus  or any  Prospectus
supplement or post-effective  amendment has been filed, and, with respect to the
Registration Statement or any post-effective amendment, when the same has become
effective,  (b) of any request by the SEC for  amendments or  supplements to the
Registration Statement or the Prospectus or for additional  information,  (c) of
the issuance by the SEC of any stop order  suspending the  effectiveness  of the
Registration  Statement or the initiation of any  proceedings  for that purpose,
(d) of the receipt by Company of any notification with respect to the suspension
of the qualification of the Registrable  Securities for sale in any jurisdiction
or the initiation or threatening of any proceedings for such purpose, and (e) of
the  happening of any event which makes any statement  made in the  Registration
Statement, the Prospectus,  any amendment or supplement thereto, or any document
incorporated  therein by  reference  untrue or which  requires the making of any
changes  in  the  Registration   Statement,   the  Prospectus  or  any  document
incorporated  therein by reference in order to make the  statements  therein not
misleading;


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<PAGE>

            5.1.4  upon the  occurrence  of any event  contemplated  by  Section
5.1.3(e),  prepare a supplement or post-effective  amendment to the Registration
Statement  or the related  Prospectus  or any document  incorporated  therein by
reference or file any other required  document so that, as thereafter  delivered
to the purchasers of the Registrable Securities, the Prospectus will not contain
any untrue  statement  of a  material  fact or omit to state any  material  fact
necessary to make the statements therein not misleading;

            5.1.5 use its best efforts to obtain the  withdrawal at the earliest
possible time of any order suspending or preventing the use of any Prospectus or
suspending the  effectiveness of the Registration  Statement or any amendment or
supplement  thereto or suspending the  qualification  of any Shares  included in
such Registration Statement for sale in any jurisdiction;

            5.1.6 furnish each managing underwriter,  if any, without charge, at
least one signed copy of the  Registration  Statement  and every  post-effective
amendment thereto,  including financial statements and schedules,  all documents
incorporated   therein  by  reference,   and  all  exhibits   (including   those
incorporated  by reference)  and furnish each selling Holder a conformed copy of
each such document;

            5.1.7 deliver to each selling Holder of  Registrable  Securities and
the  underwriters,  if any,  without  charge,  as many copies of the  Prospectus
(including each preliminary  Prospectus) and any amendment or supplement thereto
as such Persons may reasonably request;  consent to the use of the Prospectus or
any  amendment  or  supplement  thereto  by  each  of  the  selling  Holders  of
Registrable  Securities  and the  underwriters,  if any, in connection  with the
offering and sale of the Registrable Securities covered by the Prospectus or any
amendment or supplement thereto;

            5.1.8  prior  to any  public  offering  of  Registrable  Securities,
register  or qualify  or  cooperate  with the  selling  Holders  of  Registrable
Securities,  the  underwriters,  if any, and their respective  counsel on a best
efforts basis to register or qualify such  Registrable  Securities for offer and
sale under the securities or blue sky laws of such  jurisdictions as any selling
Holder or  underwriter  reasonably  requests in writing and do any and all other
acts or  things  necessary  or  advisable  to  enable  the  disposition  in such
jurisdictions  of  the  Registrable   Securities  covered  by  the  Registration
Statement;  provided that Company will not be required to (a) qualify  generally
to do  business in any  jurisdiction  where it is not then so  qualified  or (b)
consent to general service of process for all purposes in any jurisdiction where
it is not then subject to process or (c) subject  itself to taxation in any such
jurisdiction;

            5.1.9 cooperate with the selling  Holders of Registrable  Securities
and the managing underwriters,  if any, to facilitate the timely preparation and
delivery of certificates  representing Registrable Securities to be sold and not
bearing any restrictive  legends;  enable such  Registrable  Securities to be in
such  denominations  and  registered  in such  names as the  selling  Holders or
managing underwriters may request at least two Trading Days prior to any sale of
Registrable Securities to the underwriters;


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<PAGE>

            5.1.10 provide a CUSIP number for all  Registrable  Securities,  not
later than the effective date of the applicable registration;

            5.1.11 enter into such agreements and take all such other actions as
may be reasonably required in order to expedite or facilitate the disposition of
such   Registrable   Securities   and  in  such   connection,   (a)  make   such
representations  and  warranties  to the  selling  Holders  of such  Registrable
Securities  in form,  substance  and scope as are  customarily  made by  issuers
comparable to Company to underwriters  in primary  underwritten  offerings;  (b)
obtain  opinions of counsel to Company and updates  thereof  (which  counsel and
opinions (in form,  scope and substance) will be reasonably  satisfactory to the
managing  underwriters,  if  any)  addressed  to  each  selling  holder  and the
underwriters,  if any,  covering  the  matters  customarily  covered in opinions
requested in underwritten  offerings and such other matters as may be reasonably
requested by such holders and  underwriters;  (c) if the Registrable  Securities
are  to be  distributed  pursuant  to an  Underwritten  Offering,  obtain  "cold
comfort" letters and updates thereof from Company's independent certified public
accountants  addressed to the selling Holders of Registrable  Securities and the
underwriters,  such letters to be in customary form and covering such matters of
the type customarily covered in "cold comfort" letters as underwriters,  if any,
may reasonably  require;  and (d) deliver such documents and certificates as may
be requested by the selling  Holders and the managing  underwriters,  if any, to
evidence  compliance  with  clause (a) above and with any  customary  conditions
contained  in the  underwriting  agreement  or other  agreement  entered into by
Company.  The above shall be done at each  closing  under such  underwriting  or
similar agreement or as and to the extent required thereunder;

            5.1.12 make  available  for  reasonable  inspection  by each selling
Holder, any underwriter,  or any attorney or accountant  retained by any selling
Holder or any underwriter,  all financial and other records, pertinent corporate
documents and properties of Company, and cause Company's officers, directors and
employees  to  supply  all   information   reasonably   requested  by  any  such
representative,  underwriter,  attorney or accountant  in  connection  with such
registration;  provided,  that any records,  information  or documents  that are
designated by Company in writing as  confidential  will be kept  confidential by
such Persons  unless  disclosure  of such records,  information  or documents is
required  by court or  administrative  order to  become  publicly  available  or
becomes publicly available without the fault of such Person;

            5.1.13  otherwise use its best efforts to comply with all applicable
rules and  regulations of the SEC, and make generally  available to its security
holders  earnings  statements  satisfying the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder,  as soon as practicable but in any event
no later than 45 days after the end of any 12-month  period (or 90 days, if such
period is a fiscal  year) (a)  commencing  at the end of any  fiscal  quarter in
which  Registrable  Securities  are  sold  to  underwriters  in an  Underwritten
Offering, or (b) if not sold to underwriters in such an offering, beginning with
the first month of Company's first fiscal quarter commencing after the effective
date of the  Registration  Statement,  which statements will cover said 12-month
periods;


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<PAGE>

            5.1.14 in the case of an S-3 Registration, permit any selling Holder
of Registrable  Securities  which Holder believes he, she or it may be deemed to
be an  underwriter  to require  the  insertion  in the  Registration  Statement,
Prospectus,  preliminary prospectus, or any supplement or amendment thereto, any
material which in such Holder's  reasonable judgment should be inserted therein,
provided that such material be furnished under circumstances as will cause it to
be subject to the indemnification  provisions of Section 7.2 hereto and provided
that  Company  will not be required to insert any  material  that it believes to
contain any untrue  statement  of a material  fact or any omission of a material
fact required to be stated therein or necessary to make the  statements  therein
not misleading.

      5.2  Information  from  Holders.   Company  may  require  such  Holder  of
Registrable Securities as to which any registration is being effected to furnish
to Company such  information  regarding the  distribution  of such securities as
Company may from time to time reasonably request in writing.

      5.3 Certain Events. Each Holder of Registrable Securities agrees by reason
of its acquisition and holding of such Registrable Securities that, upon receipt
of any notice from Company of the  happening of any event of the kind  described
in  Section  5.1.3  (c)-(e)  hereof,  such  Holder  will  forthwith  discontinue
disposition of Registrable  Securities until such Holder's receipt of the copies
of the supplemented or amended Prospectus  contemplated by Section 5.1.4 hereof,
or until it is advised in writing by Company that the use of the  Prospectus may
be resumed,  and, if so directed by Company in writing, such Holder will deliver
to Company (at Company's  expense) all copies,  other than permanent file copies
then in such Holder's  possession,  of the Prospectus  covering such Registrable
Securities current at the time of receipt of such notice.

6.    REGISTRATION EXPENSES

      All expenses incident to Company's  performance of or compliance with this
Agreement  including  without  limitation all registration and filing fees, fees
with  respect to  listings  or filings  required  to be made with  NASDAQ or any
national  securities  exchange on which the  Registrable  Securities are listed,
fees and  expenses of  compliance  with  securities  or blue sky laws,  printing
expenses of any  registration  under Sections 3 and 4, messenger,  telephone and
delivery  expenses,  fees and  disbursements  of counsel  for Company and of all
independent  certified public  accountants of Company (including the expenses of
any special audit and "cold comfort"  letters  required by or incidental to such
performance), and securities acts liability insurance if Company so desires, and
reasonable fees and expenses of other Persons  retained by Company in connection
with the  registration,  will be borne by Company;  provided  however,  that the
Holders of the Registrable Securities will be responsible (regardless of whether
the  Registration   Statement  becomes   effective)  for  any  (a)  underwriting
discounts,  commissions,  or fees  attributable  to the sale of the  Registrable
Securities, (b) fees and expenses of any counsel,  accountants, or other persons
retained or employed by the Holders and (c) transfer taxes, if any.


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<PAGE>

7.    INDEMNIFICATION

      7.1  Indemnification  by Company.  Company  agrees to  indemnify  and hold
harmless,  to the full  extent  permitted  by law,  each  Holder of  Registrable
Securities,  its directors and officers and each Person who controls (within the
meaning of the Securities Act) such Holder against all losses, claims,  damages,
liabilities,  costs,  expenses,  fines and  penalties  (or  actions  in  respect
thereof) (including  reasonable attorney's fees and disbursements) caused by (a)
any violation of law by Company in  connection  with or any breach by Company of
its  undertakings  hereunder or (b) any untrue or alleged untrue  statement of a
material  fact  contained  in any  Registration  Statement  or any  amendment or
supplement  thereto,   Prospectus,   preliminary   prospectus  or  amendment  or
supplement  thereto,  or any  omission or alleged  omission  of a material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading,  except  insofar  as the  same are  caused  by or  contained  in any
information  furnished  in writing to Company by such Holder  expressly  for use
therein  or by such  Holder's  failure  to  deliver  a copy of the  Registration
Statement or Prospectus or any amendment or supplement thereto after Company has
furnished  such Holder with a sufficient  number of copies of the same.  Company
will also indemnify underwriters,  selling brokers,  dealer-managers and similar
securities  industry  professionals  participating  in the  distribution,  their
officers and  directors  and each Person who controls  such persons  (within the
meaning of the  Securities  Act) to  substantially  the same  extent as provided
above  with  respect  to the  indemnification  of  the  Holders  of  Registrable
Securities, if requested.

      7.2  Indemnification by Holders of Registrable  Securities.  In connection
with the  Registration,  each Holder of Registrable  Securities  will furnish to
Company  in writing  such  information  and  affidavits  as  Company  reasonably
requests in connection with any Registration  Statement or Prospectus and agrees
to indemnify and hold harmless,  to the full extent  permitted by law,  Company,
its  directors  and officers and each Person who  controls  Company  (within the
meaning of the Securities Act) against any losses, claims, damages,  liabilities
and expenses (including reasonable attorney's fees and disbursements)  resulting
from any untrue  statement  of a material  fact  contained  in the  Registration
Statement, Prospectus,  preliminary prospectus, amendment or supplement thereto,
or any  omission of a material  fact  required to be stated in the  Registration
Statement  or  Prospectus  or  preliminary  prospectus  necessary  to  make  the
statements therein not misleading, to the extent, but only the extent, that such
untrue  statement or omission is contained  in any  information  or affidavit so
furnished  in writing by such Holder to Company  specifically  for  inclusion in
such Registration Statement,  Prospectus,  preliminary prospectus,  amendment or
supplement thereto,  provided that no selling Holder will be required under this
Section  7.2 to pay an amount  greater  than the dollar  amount of the  proceeds
received by such selling Holder (net of underwriting  commissions and discounts)
with  respect  to the  sale  of the  Shares  giving  rise to the  claim  and the
liability  of selling  Holders  will be several and not joint.  Company  will be
entitled   to  receive   indemnities   from   underwriters,   selling   brokers,
dealer-managers and similar securities industry  professionals  participating in
the distribution, to the same extent as provided above or otherwise as agreed to
by Company and such Person with respect to  information  so furnished in writing
by such Person  specifically for the inclusion in any Prospectus or Registration
Statement.


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<PAGE>

      7.3  Conduct  of  Indemnification  Proceedings.  Any  Person  entitled  to
indemnification  hereunder will (a) give prompt notice to the indemnifying party
of any claim with respect to which it seeks  indemnification and (b) permit such
indemnifying  party to assume the defense of such claims with counsel reasonably
satisfactory  to the  indemnified  party,  provided,  however,  that any  Person
entitled to  indemnification  hereunder  will have the right to employ  separate
counsel  and to  participate  in the  defense of such  claims,  but the fees and
expense of such  counsel  will be at the expense of such  Person  unless (a) the
indemnifying  party  has  agreed  to pay  such  fees  or  expenses,  or (b)  the
indemnifying  party has  failed to assume  the  defense of such claim and employ
counsel  reasonably  satisfactory  to  such  Person,  or (c)  in the  reasonable
judgment of any such  Person,  based upon advice of its  counsel,  a conflict of
interest may exist  between such Person and the  indemnifying  party,  in any of
which events such reasonable fees and expenses will be borne by the indemnifying
party and the  indemnifying  party will not have the right to direct the defense
of such action on behalf of the indemnified party, it being understood, however,
that the  indemnifying  party will not,  in  connection  with any such action or
proceeding  or  separate  but  substantially   similar  or  related  actions  or
proceedings  arising out of the same general  allegations or  circumstances,  be
liable for the  reasonable  fees and expenses of more than one separate  firm of
attorneys   for  all   Holders.   Anything  in  this  Section  to  the  contrary
notwithstanding, Company will not be liable for any settlement of any such claim
or action effected without its written consent.

      7.4 Contribution.  If the indemnification provided for in Sections 7.1 and
7.2 from  the  indemnifying  party is  unavailable  to or  unenforceable  by the
indemnified party in respect to any losses, claims, damages, liabilities, costs,
expenses, fines or penalties referred to herein, then the 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 losses, claims, damages
liabilities,  costs,  expenses,  fines or  penalties  in such  proportion  as is
appropriate  to  reflect  the  relative  fault  of the  indemnifying  party  and
indemnified  parties in  connection  with the  actions  which  resulted  in such
losses, claims, damages,  liabilities,  costs, expenses,  fines or penalties, as
well as any other relevant equitable considerations.  The relative fault of such
indemnifying party and indemnified  parties shall be determined by reference to,
among  other  things,  whether any action in  question  including  any untrue or
alleged  untrue  statement of material  fact or omission or alleged  omission to
state a material fact, has been made by, or relates to information  supplied by,
such  indemnifying  party or  indemnified  parties,  and the  parties'  relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such action.  The amount paid or payable by a party,  as a result of the losses,
claims, damages,  liabilities,  costs, expenses, fines and penalties referred to
above  shall be deemed  to  include,  subject  to the  limitations  set forth in
Section 7, any legal or other fees or expenses reasonably incurred by such party
in connection  with any  investigation  or  proceeding.  Company and the Holders
agree that it would not be just and equitable if  contribution  pursuant to this
Section 7.4 were  determined  by pro rata  allocation  or by any other method of
allocation  which  does not  take  into  account  the  equitable  considerations
referred to above. No person guilty of fraudulent  misrepresentation (within the
meaning of Section 11(f) of the Securities Act) will be entitled to contribution
from any Person who was not guilty of such fraudulent misrepresentation.


                                       10
<PAGE>

8.    PARTICIPATION IN UNDERWRITTEN REGISTRATIONS.

      No Holder  may  participate  in any  underwritten  registration  hereunder
unless  such  Holder (a) agrees to sell such  Holder's  securities  on the basis
provided in any underwriting  arrangements approved by Company and (b) completes
and executes all questionnaires,  powers of attorney, indemnities,  underwriting
agreements and other  documents  required  under the terms of such  underwriting
arrangements,  provided that no selling Holder of Registrable  Securities in any
Underwritten  Registration  will be  required  to  make  any  representation  or
warranty  to  Company  or  the  underwriters  other  than   representations  and
warranties   regarding  such  Holder  and  such  Holder's   intended  method  of
distribution.  Nothing  in  this  Section  8 will be  construed  to  create  any
additional  rights regarding the  registration of Registrable  Securities in any
Person otherwise than as set forth therein.

9.    RULE 144

      The  Company  covenants  that  (i) so long as it  remains  subject  to the
reporting  provisions  of the  Exchange  Act,  it will  timely  file the reports
required  to be  filed  by it  under  the  Securities  Act or the  Exchange  Act
(including,  but not limited to, the reports under  Sections 13 and 15(d) of the
Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities
Act), (ii) will take such further action as any Holder of Registrable Securities
may reasonably  request,  all to the extent required from time to time to enable
such  Holder  to sell  Registrable  Securities  without  registration  under the
Securities Act within the limitation of the exemptions  provided by (A) Rule 144
under the Securities  Act, as such Rule may be amended from time to time, or (B)
any similar rule or regulation  hereafter  adopted by the  Commission.  Upon the
request of any Holder of  Registrable  Securities,  the Company  will deliver to
such  Holder a  written  statement  as to  whether  it has  complied  with  such
requirements,  (iii) the Company will instruct its Transfer  Agent to accept the
opinion of Sommer & Schneider LLP, with regard to the transfer of any securities
held by the Holders.

10.   MISCELLANEOUS

      10.1 Notices.  Any notices,  requests and other  communications  hereunder
will be in  writing  and  will be  deemed  given  on the  date of  delivery,  if
delivered  personally,  by facsimile  transmission,  or by overnight courier, or
three (3) days after mailing,  if sent by registered or certified  United States
mail,  postage prepaid and return receipt  requested,  in each case addressed as
follows:

                  Name                        Address

                  To Company                  Dominix, Inc.
                                              40 Marquette Drive
                                              Smithtown, NY  11787
                  Facsimile:                  (631) 724-6454


                  With a Copy To:             Joel C. Schneider, Esq.
                                              Sommer & Schneider LLP
                                              595 Stewart Avenue
                                              Garden City, New York 11530
                  Facsimile:                  (516) 228-8211

                  If to the Holders, to the address set forth below their names
                  on the signature pages hereto.

                                       11
<PAGE>

except that any of the foregoing may from time to time by written notice to the
others designate another address, which will thereupon become its effective
address for the purposes of this section. Any notice delivered by facsimile will
be confirmed by a written notice delivered in the mails, by overnight courier or
personally; provided that the foregoing will not effect the time for when such
facsimile notice will have been considered to have been delivered, such delivery
being determined as provided in the first sentence of this Section 10.1.

      10.2  Modification and Waiver.  No terms and provisions of this Agreement,
including  without  limitation  the  terms  and  provisions  contained  in  this
sentence,  will be waived,  modified  or altered so as to impose any  additional
obligations or liability or grant any additional  right or remedy and no custom,
payment, act, knowledge,  extension of time, favor or indulgence,  gratuitous or
otherwise,  or  words  or  silence  at any  time,  will  impose  any  additional
obligation or liability or grant any  additional  right or remedy or be deemed a
waiver or release of any  obligation,  liability,  right or remedy except as set
forth in a written  instrument  properly  executed  and  delivered  by the party
sought to be charged,  expressly  stating that it is, and the extent to which it
is, intended to be so effective. No assent, express or implied, by any party, or
waiver  by any  party,  to or of any  breach  of any term or  provision  of this
Agreement  will  be  deemed  to be an  assent  or  waiver  to or of  such or any
succeeding  breach  of the  same  or any  other  such  term or  provision.  This
Agreement may be amended, modified, supplemented or waived only upon the written
agreement  of the  Company  and the  holders of not less than a majority  of the
shares of Registrable  Securities (treating all of the Convertible Securities as
having been converted at the conversion price then in effect).

      10.3  Partial  Invalidity.  It is the  intention  of the parties  that the
provisions  of  this  Agreement  will  be  enforceable  to  the  fullest  extent
permissible under applicable law, and that the unenforceability of any provision
or provisions of this  Agreement by such law will not render  unenforceable,  or
impair,  the remainder of the  Agreement.  If any part of this Agreement will be
determined to be invalid,  illegal or unenforceable by any valid Act of Congress
or act of any  legislature or by any regulation  duly  promulgated by the United
States or a state acting in  accordance  with the law, or declared null and void
by any court of  competent  jurisdiction,  then such part will be  reformed,  if
possible,  to conform to the law and, in any event,  the remaining parts of this
Agreement will be fully effective and operative insofar as reasonably possible.

      10.4 Assignment;  Successors. This Agreement is not assignable in whole or
in part by either party  without the prior  written  consent of the other party.
Notwithstanding the foregoing, Company may assign this Agreement to a successor,
Affiliate or parent company without the consent of the Holders provided that any
such assignment will not release  Company from its obligations  hereunder.  This
Agreement  will be  binding  upon and will inure to the  benefit of the  parties
hereto and their respective successors and permitted assigns.


                                       12
<PAGE>

      10.5 No Third Party Beneficiaries.  Nothing contained in this Agreement is
intend to confer any benefit  under this  Agreement on anyone other than a party
hereto or any Holder.

      10.6 Governing Law and  Jurisdiction.  This Agreement and the transactions
contemplated  hereby will be construed and enforced in accordance  with the laws
of  Delaware  without  regard  to  the  conflict  of  law  provisions   thereof.
Jurisdiction  and venue for  litigation  of any  dispute,  controversy  or claim
arising out of or in  connection  with this  Agreement  will be only in a United
States   federal  court  or  a  Delaware   State  court  having  subject  matter
jurisdiction.  Each of the  parties  hereby  expressly  submits to the  personal
jurisdiction  of the  foregoing  courts  located  in  Delaware,  and  waives any
objection  or  defense  based  on  personal  jurisdiction  or venue  that  might
otherwise be asserted to proceedings in such courts.

      10.7 Jury  Waiver.  COMPANY AND HOLDERS  HEREBY WAIVE TRIAL BY JURY IN ANY
JUDICIAL PROCEEDING INVOLVING ANY MATTER IN ANY WAY ARISING OUT OF OR RELATED TO
THIS AGREEMENT.

      10.8  Termination.  All of Company's  obligations to register  Registrable
Securities pursuant to this Agreement shall terminate on the earlier of (i) such
time as all  Registrable  Securities  held by or  issuable to the Holders may be
sold  under Rule 144 during any  ninety  (90) day  period;  or (ii) the  seventh
anniversary  of the date of this  Agreement.  Until the Shares are  eligible for
resale by the Holders without registration  pursuant to Rule 144(k), in order to
make  available to the Holders the benefits of certain rules and  regulations of
the SEC  which  may at any time  permit  the sale of the  Shares  to the  public
without  registration,  Company agrees to: (a) make and keep public  information
available,  as those  terms are  understood  and  defined  in Rule 144 under the
Securities  Act;  and (b) use its best  efforts to file with the SEC in a timely
manner all reports and other documents  required of Company under the Securities
Act and the Exchange Act.

      10.9 No Inconsistent Agreements.  Company will not on or after the date of
this Agreement  enter into any agreement  with respect to its  securities  which
conflicts  with the  provisions  hereof.  The rights  granted to the  Holders of
Registrable  Securities  hereunder  do not  conflict  with any  existing  rights
granted to existing holders of Company  securities  under any other  agreements,
except that certain existing holders of Company securities may have registration
rights  which may  provide  priority  to such  existing  holders in the event of
cut-backs of the securities to be included in certain registrations.

                            [SIGNATURE PAGE FOLLOWS]


                                       13
<PAGE>

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

                                       DOMINIX, INC.

                                       By: /s/ Andrew J. Schenker
                                           ------------------------------------
                                       Name: Andrew J. Schenker
                                       Title: President


                                       THE HOLDERS:
                                       THE HOLDERS REPRESENTATIVE

                                       By: /s/ Steven A. Horowitz
                                           ------------------------------------
                                       Name: Steven A. Horowitz
                                       Address: 3 Equestrian Court
                                                Huntington, New York 11743
                                       (The Holder's representative's authority
                                       is limited solely to the execution of
                                       this Registration Rights Agreement)


                                       14
<PAGE>

                                   SCHEDULE A

                                     DOMINIX

                        SERIES A PREFERRED STOCK HOLDERS

         Moritt Hock Hamroff&Horowitz                                 100,000
         Steven Horowitz                                              693,666
         Wu Chih Chun                                                 400,000
         Snapper Partners, LLC                                        545,000
         CDNet.com, Inc.                                               50,000
         Arnold P. Kling                                              165,000
         Peter N. Christos                                            165,000
         Dakota Group, Ltd.                                           100,000
         George Sandhu                                                141,000
         Shai Bar-Lavi                                                 66,000
         Steve Wildstein                                              150,000
         Andrew Schenker                                              100,000
         Lawrence Wiener                                               50,000
         John R. D'Angelo                                              70,000
         Aaron Stein                                                   50,000
         Herbert Sommer                                                50,000
         Joel Schneider                                                50,000
         James Zimbler                                                115,000
         Michael Krome                                                 25,000
         John Moran                                                   141,000
         Ed Gordon                                                     50,000
         Andrew Racz                                                   50,000
         James Murphy                                                  25,000
         Andrew Sirlin                                                 25,000
         Anthony Capone                                                25,000
         John Glanzman                                                 25,000
         Ramona Lanner                                                 13,333

                                                           TOTAL    3,439,999
                                                                    =========

                                       15