Exhibit 10.4

                          REGISTRATION RIGHTS AGREEMENT


         REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 22,
2001, by and among ARS Networks,  Inc., a New  Hampshire  corporation,  with its
principal office located at 100 Walnut Street,  Champlain,  New York, 12919 (the
"Company"),  and  CORNELL  CAPITAL  PARTNERS  LP, a Delaware  limited  liability
partnership (the "Investor" ).

         WHEREAS:

         A. In connection with the Equity Line of Credit  Agreement by and among
the  parties   hereto  of  even  date  herewith  (the  "Equity  Line  of  Credit
Agreement"),  the  Company  has  agreed,  upon  the  terms  and  subject  to the
conditions  of the  Equity  Line of Credit  Agreement,  to issue and sell to the
Investor that number of shares of the Company's  common stock, par value $0.0001
per share (the "Common Stock"),  which can be purchased pursuant to the terms of
the Equity Line of Credit  Agreement  for an aggregate  purchase  price of up to
$5,000,000. Capitalized terms not defined herein shall have the meaning ascribed
to them in the Equity Line of Credit Agreement.

         B. To induce the  Investor  to execute  and  deliver the Equity Line of
Credit Agreement,  the Company has agreed to provide certain registration rights
under the  Securities  Act of 1933,  as amended,  and the rules and  regulations
there under, or any similar  successor statute  (collectively,  the "1933 Act"),
and applicable state securities laws.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  the Company and the
Investor hereby agree as follows:

         1. DEFINITIONS.

         As used in this Agreement, the following terms shall have the following
meanings:

            a. "Person" means a corporation,  a limited  liability  company,  an
association,  a partnership,  an  organization,  a business,  an  individual,  a
governmental or political subdivision thereof or a governmental agency.

            b.  "Register,"   "registered,"  and   "registration"   refer  to  a
registration   effected  by  preparing  and  filing  one  or  more  Registration
Statements  (as defined  below) in compliance  with the 1933 Act and pursuant to
Rule 415  under  the 1933  Act or any  successor  rule  providing  for  offering
securities on a continuous or delayed basis ("Rule 415"), and the declaration or
ordering of effectiveness of such Registration Statement(s) by the United States
Securities and Exchange Commission (the "SEC").


<PAGE>

            c.  "Registrable  Securities"  means  the  shares  of  Common  Stock
issuable to the Investor pursuant to the Equity Line of Credit Agreement.

            d. "Registration Statement" means a registration statement under the
1933 Act which covers the Registrable Securities.

         2. REGISTRATION.
            ------------

            a. Mandatory  Registration.  The Company shall prepare and file with
the SEC a  Registration  Statement on Form S-3 covering the resale of all of the
Registrable  Securities.  In the event that Form S-3 is  unavailable  for such a
registration,  the Company  shall use such other form as is available for such a
registration. The Company shall cause such Registration Statement to be declared
effective by the SEC prior to the first sale to Investor of the Company's Common
Stock pursuant to the Equity Line of Credit Agreement.

            b.  Ineligibility  for Form S-3.  In the event  that Form S-3 is not
available for the registration of Registrable Securities hereunder,  the Company
shall (i) register the sale of the Registrable Securities on another appropriate
form and (ii)  undertake to register the  Registrable  Securities on Form S-3 as
soon as such form is available,  provided  that the Company  shall  maintain the
effectiveness of the Registration  Statement then in effect until such time as a
Registration  Statement on Form S-3 covering the Registrable Securities has been
declared effective by the SEC.

            c. Sufficient Number of Shares  Registered.  In the event the number
of shares  available  under a Registration  Statement  filed pursuant to Section
2(a) is insufficient to cover all of the Registrable Securities the Investor has
purchased  pursuant to the Equity Line of Credit  Agreement,  the Company  shall
amend the Registration  Statement,  or file a new Registration Statement (on the
short form available therefore,  if applicable),  or both, so as to cover all of
such  Registrable  Securities the Investor has purchased  pursuant to the Equity
Line of Credit Agreement as soon as practicable, but in any event not later than
fifteen (15) days after the necessity therefore arises. The Company shall use it
best efforts to cause such amendment and/or new Registration Statement to become
effective as soon as practicable  following the filing thereof.  For purposes of
the foregoing  provision,  the number of shares  available  under a Registration
Statement  shall  be  deemed  "insufficient  to  cover  all of  the  Registrable
Securities" if at any time the number of Registrable  Securities  issuable on an
Advance  Notice Date is greater than the number of shares  available  for resale
under such Registration Statement.


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<PAGE>


         3. RELATED OBLIGATIONS.
            -------------------

            a. The  Company  shall  keep the  Registration  Statement  effective
pursuant  to Rule 415 at all times  until the date on which the  Investor  shall
have sold all the Registrable  Securities covered by such Registration Statement
(the  "Registration  Period"),   which  Registration  Statement  (including  any
amendments or supplements thereto and prospectuses  contained therein) shall not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein,  or necessary to make the statements  therein, in
light of the circumstances in which they were made, not misleading.

            b. The Company shall  prepare and file with the SEC such  amendments
(including   post-effective   amendments)  and  supplements  to  a  Registration
Statement  and  the  prospectus  used  in  connection  with  such   Registration
Statement,  which  prospectus  is to be filed  pursuant to Rule 424  promulgated
under the 1933 Act,  as may be  necessary  to keep such  Registration  Statement
effective at all times during the Registration  Period, and, during such period,
comply with the  provisions of the 1933 Act with respect to the  disposition  of
all Registrable Securities of the Company covered by such Registration Statement
until such time as all of such  Registrable  Securities shall have been disposed
of in  accordance  with the  intended  methods of  disposition  by the seller or
sellers  thereof  as set forth in such  Registration  Statement.  In the case of
amendments and supplements to a Registration  Statement which are required to be
filed  pursuant to this Agreement  (including  pursuant to this Section 3(b)) by
reason of the  Company's  filing a report on Form  10-KSB,  Form  10-QSB or Form
8-KSB or any  analogous  report under the  Securities  Exchange Act of 1934,  as
amended (the "1934 Act"),  the Company  shall have  incorporated  such report by
reference into the  Registration  Statement,  if applicable,  or shall file such
amendments  or  supplements  with the SEC on the same day on which  the 1934 Act
report is filed  which  created  the  requirement  for the  Company  to amend or
supplement the Registration Statement.


            c. The Company shall  furnish the Investor  without  charge,  (i) at
least one copy of such Registration  Statement as declared  effective by the SEC
and any amendment(s) thereto,  including financial statements and schedules, all
documents  incorporated therein by reference,  all exhibits and each preliminary
prospectus,  (ii) ten (10)  copies  of the  final  prospectus  included  in such
Registration Statement and all amendments and supplements thereto (or such other
number of copies as such Investor may  reasonably  request) and (iii) such other
documents as such Investor may reasonably  request from time to time in order to
facilitate the disposition of the Registrable Securities owned by such Investor.

            d. The  Company  shall  use its best  efforts  to (i)  register  and
qualify the  Registrable  Securities  covered by a Registration  Statement under
such other  securities  or "blue sky" laws of such  jurisdictions  in the United
States as any  Investor  reasonably  requests,  (ii)  prepare  and file in those
jurisdictions,   such  amendments  (including  post-effective   amendments)  and
supplements  to such  registrations  and  qualifications  as may be necessary to
maintain the effectiveness  thereof during the Registration  Period,  (iii) take
such other  actions as may be  necessary  to  maintain  such  registrations  and
qualifications in effect at all times during the Registration  Period,  and (iv)


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<PAGE>

take all  other  actions  reasonably  necessary  or  advisable  to  qualify  the
Registrable Securities for sale in such jurisdictions;  provided,  however, that
the  Company  shall not be required in  connection  therewith  or as a condition
thereto to (w) make any change to its certificate of  incorporation  or by-laws,
(x) qualify to do business in any  jurisdiction  where it would not otherwise be
required to qualify but for this  Section  3(d),  (y) subject  itself to general
taxation in any such  jurisdiction,  or (z) file a general consent to service of
process in any such jurisdiction. The Company shall promptly notify the Investor
of the receipt by the Company of any notification with respect to the suspension
of the registration or  qualification  of any of the Registrable  Securities for
sale under the securities or "blue sky" laws of any  jurisdiction  in the United
States or its  receipt  of  actual  notice  of the  initiation  or threat of any
proceeding for such purpose.

            e. As promptly as practicable  after becoming aware of such event or
development,  the Company  shall notify the Investor in writing of the happening
of any event as a result  of which the  prospectus  included  in a  Registration
Statement, as then in effect, includes an untrue statement of a material fact or
omission 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  (provided that in no event shall such notice contain any
material, nonpublic information), and promptly prepare a supplement or amendment
to such Registration Statement to correct such untrue statement or omission, and
deliver ten (10) copies of such  supplement or amendment to each  Investor.  The
Company shall also promptly notify the Investor in writing (i) when a prospectus
or any prospectus  supplement or  post-effective  amendment has been filed,  and
when  a  Registration  Statement  or any  post-effective  amendment  has  become
effective (notification of such effectiveness shall be delivered to the Investor
by facsimile on the same day of such effectiveness),  (ii) of any request by the
SEC for  amendments  or  supplements  to a  Registration  Statement  or  related
prospectus  or  related  information,  and  (iii)  of the  Company's  reasonable
determination that a post-effective  amendment to a Registration Statement would
be appropriate.

            f. The Company shall use its best efforts to prevent the issuance of
any stop order or other suspension of effectiveness of a Registration Statement,
or the suspension of the qualification of any of the Registrable  Securities for
sale in any  jurisdiction  within the United  States of America  and, if such an
order or  suspension  is  issued,  to obtain  the  withdrawal  of such  order or
suspension  at the  earliest  possible  moment and to notify the Investor of the
issuance  of such  order and the  resolution  thereof  or its  receipt of actual
notice of the initiation or threat of any proceeding for such purpose.

            g. At the  reasonable  request of any  Investor,  the Company  shall
furnish to such Investor,  on the date of the  effectiveness of the Registration
Statement  and  thereafter  from time to time on such dates as an  Investor  may
reasonably request (i) a letter, dated such date, from the Company's independent
certified  public  accountants in form and substance as is customarily  given by
independent  certified  public  accountants to  underwriters  in an underwritten
public  offering,  and  (ii) an  opinion,  dated  as of such  date,  of  counsel
representing the Company for purposes of such Registration  Statement,  in form,
scope and substance as is customarily given in an underwritten  public offering,
addressed to the Investors.


                                       4
<PAGE>

            h. The  Company  shall  make  available  for  inspection  by (i) any
Investor  and (ii) one firm of  accountants  or  other  agents  retained  by the
Investor  (collectively,  the  "Inspectors")  all pertinent  financial and other
records,  and  pertinent  corporate  documents  and  properties  of the  Company
(collectively,  the "Records"),  as shall be reasonably deemed necessary by each
Inspector,  and cause the Company's officers,  directors and employees to supply
all information which any Inspector may reasonably request;  provided,  however,
that each Inspector  shall agree,  and the Investor  hereby  agrees,  to hold in
strict  confidence and shall not make any disclosure  (except to an Investor) or
use of any Record or other  information  which the  Company  determines  in good
faith to be  confidential,  and of which  determination  the  Inspectors  are so
notified,  unless (a) the  disclosure  of such  Records is necessary to avoid or
correct a misstatement or omission in any Registration Statement or is otherwise
required under the 1933 Act, (b) the release of such Records is ordered pursuant
to a final,  non-appealable subpoena or order from a court or government body of
competent  jurisdiction,  or (c) the  information  in such Records has been made
generally  available to the public other than by disclosure in violation of this
or any other  agreement of which the Inspector  and the Investor has  knowledge.
The Investor agrees that it shall, upon learning that disclosure of such Records
is sought in or by a court or  governmental  body of competent  jurisdiction  or
through other means, give prompt notice to the Company and allow the Company, at
its expense,  to undertake  appropriate  action to prevent  disclosure of, or to
obtain a protective order for, the Records deemed confidential.

            i. The Company shall hold in confidence  and not make any disclosure
of  information  concerning  an  Investor  provided  to the  Company  unless (i)
disclosure  of such  information  is  necessary  to comply with federal or state
securities  laws, (ii) the disclosure of such  information is necessary to avoid
or correct a misstatement or omission in any Registration  Statement,  (iii) the
release of such  information  is ordered  pursuant to a subpoena or other final,
non-appealable   order  from  a  court  or   governmental   body  of   competent
jurisdiction,  or (iv) such information has been made generally available to the
public other than by  disclosure  in  violation  of this  Agreement or any other
agreement.  The Company agrees that it shall,  upon learning that  disclosure of
such  information  concerning  an  Investor  is  sought  in  or  by a  court  or
governmental body of competent  jurisdiction or through other means, give prompt
written  notice to such  Investor  and allow such  Investor,  at the  Investor's
expense, to undertake  appropriate action to prevent disclosure of, or to obtain
a protective order for, such information.

            j. The Company  shall use its best  efforts  either to cause all the
Registrable  Securities covered by a Registration  Statement (i) to be listed on
each securities  exchange on which securities of the same class or series issued
by the Company  are then  listed,  if any,  if the  listing of such  Registrable
Securities  is then  permitted  under the rules of such  exchange or (ii) secure
designation  and  quotation  of all the  Registrable  Securities  covered by the
Registration  Statement  on the Nasdaq  National  Market or The Nasdaq  SmallCap
Market or, if,  despite the  Company's  best  efforts to satisfy  the  preceding
clause (i) or (ii),  the Company is  unsuccessful  in  satisfying  the preceding
clause (i) or (ii),  to secure  the  inclusion  for  quotation  on the  National
Association of Securities Dealers,  Inc. OTC Bulletin Board for such Registrable
Securities.  The  Company  shall pay all fees and  expenses in  connection  with
satisfying its obligation under this Section 3(j).


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<PAGE>

            k. The Company shall  cooperate with the Investor and, to the extent
applicable,  to facilitate the timely  preparation  and delivery of certificates
(not bearing any restrictive legend) representing the Registrable  Securities to
be offered pursuant to a Registration  Statement and enable such certificates to
be in such  denominations  or amounts,  as the case may be, as the  Investor may
reasonably request and registered in such names as the Investor may request.

            l. The Company  shall use its best efforts to cause the  Registrable
Securities  covered by the  applicable  Registration  Statement to be registered
with or approved by such other  governmental  agencies or  authorities as may be
necessary to consummate the disposition of such Registrable Securities.

            m. The  Company  shall  make  generally  available  to its  security
holders as soon as practical,  but not later than 90 days after the close of the
period  covered  thereby,  an earnings  statement  (in form  complying  with the
provisions  of Rule 158 under  the 1933  Act)  covering  a  twelve-month  period
beginning  not later than the first day of the  Company's  fiscal  quarter  next
following the effective date of the Registration Statement.

            n. The Company  shall  otherwise use its best efforts to comply with
all  applicable  rules  and  regulations  of the  SEC  in  connection  with  any
registration hereunder.

            o. Within two (2) business days after a Registration Statement which
covers Registrable Securities is ordered effective by the SEC, the Company shall
deliver,  and shall  cause legal  counsel  for the  Company to  deliver,  to the
transfer  agent for such  Registrable  Securities  (with  copies to the Investor
whose  Registrable  Securities  are  included  in such  Registration  Statement)
confirmation that such Registration Statement has been declared effective by the
SEC in the form attached hereto as Exhibit A.

            p. The Company shall take all other reasonable  actions necessary to
expedite and facilitate  disposition  by the Investor of Registrable  Securities
pursuant to a Registration Statement.

         4. OBLIGATIONS OF THE INVESTOR.
            ---------------------------

            The  Investor  agrees  that,  upon  receipt of any  notice  from the
Company of the  happening of any event of the kind  described in Section 3(f) or
the  first  sentence  of  3(e),  the  Investor  will   immediately   discontinue
disposition of Registrable Securities pursuant to any Registration  Statement(s)
covering such Registrable Securities until such Investor's receipt of the copies
of the  supplemented  or amended  prospectus  contemplated  by  Section  3(e) or
receipt of notice that no supplement  or amendment is required.  Notwithstanding
anything to the contrary,  the Company shall cause its transfer agent to deliver
unlegended  certificates  for  shares  of  Common  Stock to a  transferee  of an
Investor in accordance with the terms of the Equity Line of Credit  Agreement in
connection  with any sale of  Registrable  Securities  with  respect to which an
Investor has entered into a contract for sale prior to the Investor's receipt of
a notice from the Company of the happening of any event of the kind described in
Section  3(f) or the first  sentence of 3(e) and for which the  Investor has not
yet settled.


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<PAGE>

         5. EXPENSES OF REGISTRATION.
            ------------------------

            All  expenses  (except  commissions)  incurred  in  connection  with
registrations,   filings  or  qualifications  pursuant  to  Sections  2  and  3,
including,  without  limitation,  all registration,  listing and  qualifications
fees, printers, legal and accounting fees shall be paid by the Company.

         6. INDEMNIFICATION.
            ---------------

            With  respect to  Registrable  Securities  which are  included  in a
Registration Statement under this Agreement:

            a. To the fullest  extent  permitted by law, the Company  will,  and
hereby does, indemnify,  hold harmless and defend each Investor,  the directors,
officers, partners,  employees, agents,  representatives of, and each Person, if
any, who  controls  any Investor  within the meaning of the 1933 Act or the 1934
Act (each,  an  "Indemnified  Person"),  against  any losses,  claims,  damages,
liabilities,  judgments, fines, penalties, charges, costs, reasonable attorneys'
fees,  amounts paid in settlement or expenses,  joint or several  (collectively,
"Claims") incurred in investigating,  preparing or defending any action,  claim,
suit, inquiry,  proceeding,  investigation or appeal taken from the foregoing by
or before any court or governmental,  administrative or other regulatory agency,
body or the SEC,  whether  pending or threatened,  whether or not an indemnified
party is or may be a party thereto ("Indemnified Damages"), to which any of them
may become subject  insofar as such Claims (or actions or  proceedings,  whether
commenced or threatened, in respect thereof) arise out of or are based upon: (i)
any  untrue  statement  or alleged  untrue  statement  of a  material  fact in a
Registration Statement or any post-effective  amendment thereto or in any filing
made in connection with the  qualification  of the offering under the securities
or other "blue sky" laws of any jurisdiction in which Registrable Securities are
offered  ("Blue Sky  Filing"),  or the  omission or alleged  omission to state a
material fact required to be stated  therein or necessary to make the statements
therein not misleading; (ii) any untrue statement or alleged untrue statement of
a material fact contained in any final  prospectus (as amended or  supplemented,
if the Company files any amendment  thereof or supplement  thereto with the SEC)
or the omission or alleged omission to state therein any material fact necessary
to make the statements made therein,  in light of the circumstances  under which
the  statements  therein were made,  not  misleading;  or (iii) any violation or
alleged  violation  by the Company of the 1933 Act, the 1934 Act, any other law,
including,  without  limitation,  any  state  securities  law,  or any  rule  or
regulation  there  under  relating  to the  offer  or  sale  of the  Registrable
Securities  pursuant to a  Registration  Statement (the matters in the foregoing
clauses (i) through (iii) being, collectively,  "Violations"). The Company shall
reimburse the Investor and any controlling  person promptly as such expenses are
incurred and are due and payable,  for any legal fees or  disbursements or other
reasonable  expenses  incurred  by  them in  connection  with  investigating  or
defending  any such Claim.  Notwithstanding  anything to the contrary  contained
herein, the indemnification  agreement contained in this Section 6(a): (x) shall
not apply to a Claim by an  Indemnified  Person  arising  out of or based upon a
Violation  which  occurs in reliance  upon and in  conformity  with  information
furnished in writing to the Company by such Indemnified Person expressly for use
in connection  with the  preparation of the  Registration  Statement or any such

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<PAGE>

amendment  thereof or  supplement  thereto;  (y) shall not be  available  to the
extent  such Claim is based on a failure of the  Investor to deliver or to cause
to be delivered the prospectus made available by the Company, if such prospectus
was timely made available by the Company pursuant to Section 3(d); and (z) shall
not apply to  amounts  paid in  settlement  of any Claim if such  settlement  is
effected  without the prior written consent of the Company,  which consent shall
not be  unreasonably  withheld.  Such  indemnity  shall remain in full force and
effect regardless of any  investigation  made by or on behalf of the Indemnified
Person and shall  survive the  transfer  of the  Registrable  Securities  by the
Investor pursuant to Section 9.

            b. In connection with a Registration Statement,  the Investor agrees
to severally and not jointly  indemnify,  hold harmless and defend,  to the same
extent and in the same manner as is set forth in Section 6(a), the Company, each
of its directors,  each of its officers who signs the Registration Statement and
each Person, if any, who controls the Company within the meaning of the 1933 Act
or the 1934 Act (each an "Indemnified Party"),  against any Claim or Indemnified
Damages to which any of them may become  subject,  under the 1933 Act,  the 1934
Act or otherwise,  insofar as such Claim or Indemnified  Damages arise out of or
is based upon any Violation, in each case to the extent, and only to the extent,
that such  Violation  occurs in reliance  upon and in  conformity  with  written
information  furnished  to the  Company  by the  Investor  expressly  for use in
connection with such Registration  Statement;  and, subject to Section 6(d), the
Investor will reimburse any legal or other expenses  reasonably incurred by them
in connection with investigating or defending any such Claim; provided, however,
that the  indemnity  agreement  contained in this Section 6(b) and the agreement
with respect to  contribution  contained in Section 7 shall not apply to amounts
paid in settlement of any Claim if such settlement is effected without the prior
written  consent  of the  Investor,  which  consent  shall  not be  unreasonably
withheld;  provided,  further,  however, that the Investor shall be liable under
this Section 6(b) for only that amount of a Claim or Indemnified Damages as does
not  exceed  the  net  proceeds  to the  Investor  as a  result  of the  sale of
Registrable Securities pursuant to such Registration  Statement.  Such indemnity
shall remain in full force and effect regardless of any investigation made by or
on  behalf of such  Indemnified  Party and shall  survive  the  transfer  of the
Registrable  Securities by the Investor  pursuant to Section 9.  Notwithstanding
anything  to  the  contrary  contained  herein,  the  indemnification  agreement
contained in this Section 6(b) with respect to any prospectus shall not inure to
the  benefit of any  Indemnified  Party if the untrue  statement  or omission of
material fact  contained in the prospectus was corrected and such new prospectus
was delivered to the Investor prior to such  Investor's use of the prospectus to
which the Claim relates.

            c. Promptly  after receipt by an  Indemnified  Person or Indemnified
Party  under  this  Section  6 of notice of the  commencement  of any  action or
proceeding  (including any governmental action or proceeding) involving a Claim,
such  Indemnified  Person or  Indemnified  Party  shall,  if a Claim in  respect
thereof is to be made  against  any  indemnifying  party  under this  Section 6,
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 control of the defense thereof with counsel
mutually  satisfactory to the indemnifying  party and the Indemnified  Person or

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<PAGE>

the  Indemnified  Party,  as  the  case  may  be;  provided,  however,  that  an
Indemnified  Person or Indemnified  Party shall have the right to retain its own
counsel  with the fees  and  expenses  of not  more  than one  counsel  for such
Indemnified  Person or Indemnified  Party to be paid by the indemnifying  party,
if, in the reasonable opinion of counsel retained by the indemnifying party, the
representation  by such counsel of the Indemnified  Person or Indemnified  Party
and the  indemnifying  party would be  inappropriate  due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any
other party  represented  by such counsel in such  proceeding.  The  Indemnified
Party or Indemnified Person shall cooperate fully with the indemnifying party in
connection  with any  negotiation  or defense of any such action or claim by the
indemnifying  party and shall furnish to the indemnifying  party all information
reasonably  available  to the  Indemnified  Party or  Indemnified  Person  which
relates  to such  action  or  claim.  The  indemnifying  party  shall  keep  the
Indemnified  Party or  Indemnified  Person fully apprised at all times as to the
status of the defense or any settlement  negotiations  with respect thereto.  No
indemnifying  party shall be liable for any  settlement of any action,  claim or
proceeding effected without its prior written consent,  provided,  however, that
the indemnifying party shall not unreasonably  withhold,  delay or condition its
consent.  No indemnifying party shall,  without the prior written consent of the
Indemnified  Party or  Indemnified  Person,  consent to entry of any judgment or
enter into any  settlement  or other  compromise  which  does not  include as an
unconditional  term  thereof  the giving by the  claimant or  plaintiff  to such
Indemnified  Party or  Indemnified  Person of a release  from all  liability  in
respect to such claim or litigation.  Following  indemnification as provided for
hereunder,  the  indemnifying  party  shall be  subrogated  to all rights of the
Indemnified Party or Indemnified Person with respect to all third parties, firms
or corporations  relating to the matter for which indemnification has been made.
The  failure  to  deliver  written  notice to the  indemnifying  party  within a
reasonable  time of the  commencement  of any such action shall not relieve such
indemnifying  party of any liability to the  Indemnified  Person or  Indemnified
Party under this Section 6, except to the extent that the indemnifying  party is
prejudiced in its ability to defend such action.

            d. The  indemnification  required by this Section 6 shall be made by
periodic  payments of the amount thereof during the course of the  investigation
or defense, as and when bills are received or Indemnified Damages are incurred.

            e. The indemnity agreements contained herein shall be in addition to
(i) any cause of action or similar right of the Indemnified Party or Indemnified
Person against the  indemnifying  party or others,  and (ii) any liabilities the
indemnifying party may be subject to pursuant to the law.


                                       9
<PAGE>

         7. CONTRIBUTION.
            ------------

            To  the extent any  indemnification  by  an  indemnifying  party  is
prohibited or limited by law, the indemnifying  party agrees to make the maximum
contribution  with respect to any amounts for which it would otherwise be liable
under Section 6 to the fullest extent permitted by law; provided, however, that:
(i) no seller of Registrable  Securities guilty of fraudulent  misrepresentation
(within  the  meaning of Section  11(f) of the 1933 Act)  shall be  entitled  to
contribution  from any seller of  Registrable  Securities  who was not guilty of
fraudulent misrepresentation; and (ii) contribution by any seller of Registrable
Securities shall be limited in amount to the net amount of proceeds  received by
such seller from the sale of such Registrable Securities.

         8. REPORTS UNDER THE 1934 ACT.
            --------------------------

            With a view to making available to the Investor the benefits of Rule
144 promulgated  under the 1933 Act or any similar rule or regulation of the SEC
that may at any time permit the  Investor to sell  securities  of the Company to
the public without registration ("Rule 144") the Company agrees to:

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

            b.  file  with  the  SEC  in  a  timely manner all reports and other
documents required of the Company under the 1933 Act and the 1934 Act so long as
the  Company  remains  subject  to  such  requirements (it being understood that
nothing  herein  shall limit the Company's obligations under Section 4(c) of the
Equity  Line  of  Credit  Agreement)  and  the  filing of such reports and other
documents is required for the applicable provisions of Rule 144; and

            c. furnish to the Investor so long as such Investor owns Registrable
Securities,  promptly  upon request, (i) a written statement by the Company that
it  has  complied  with the reporting requirements of Rule 144, the 1933 Act and
the 1934 Act, (ii) a copy of the most recent annual or quarterly  report  of the
Company  and such other reports and documents so filed by the Company, and (iii)
such other information as may  be reasonably requested to permit the Investor to
sell such securities pursuant to Rule 144 without registration.


                                       10
<PAGE>


         9. ASSIGNMENT OF REGISTRATION RIGHTS.
            ---------------------------------

            The rights under this Agreement shall be automatically assignable by
the Investor to any transferee of all or any portion of  Registrable  Securities
if: (i) the Investor agrees in writing with the transferee or assignee to assign
such rights,  and a copy of such  agreement is furnished to the Company within a
reasonable time after such assignment;  (ii) the Company is, within a reasonable
time after such transfer or assignment, furnished with written notice of (a) the
name and address of such  transferee or assignee,  and (b) the  securities  with
respect to which such  registration  rights are being  transferred  or assigned;
(iii) at or before the time the Company receives the written notice contemplated
by clause (ii) of this  sentence the  transferee  or assignee  agrees in writing
with the Company to be bound by all of the provisions contained herein; and (iv)
such  transfer   shall  have  been  made  in  accordance   with  the  applicable
requirements of the Equity Line of Credit Agreement.

        10. AMENDMENT OF REGISTRATION RIGHTS.
            --------------------------------

            Provisions  of this  Agreement  may be  amended  and the  observance
thereof may be waived (either  generally or in a particular  instance and either
retroactively  or  prospectively),  only with the written consent of the Company
and Investor.  Any amendment or waiver  effected in accordance with this Section
10 shall be binding upon the Investor and the Company.  No such amendment  shall
be  effective  to the extent that it applies to fewer than all of the holders of
the Registrable  Securities.  No  consideration  shall be offered or paid to any
Person to amend or consent to a waiver or  modification  of any provision of any
of this Agreement  unless the same  consideration  also is offered to all of the
parties to this Agreement.

         11. MISCELLANEOUS.
             -------------

             a.  A  Person  is  deemed to  be a holder of Registrable Securities
whenever  such  Person  owns or is  deemed  to own of  record  such  Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two or  more  Persons  with  respect  to the  same  Registrable
Securities,  the  Company  shall act upon the basis of  instructions,  notice or
election received from the registered owner of such Registrable Securities.

              b. Any notices, consents, waivers or other communications required
or permitted  to be given under the terms of this  Agreement  must be in writing
and will be deemed to have been  delivered:  (i) upon  receipt,  when  delivered
personally;  (ii) upon receipt, when sent by facsimile (provided confirmation of
transmission is mechanically or electronically generated and kept on file by the
sending  party);  or (iii) one  business  day after  deposit  with a  nationally
recognized  overnight  delivery service,  in each case properly addressed to the
party to  receive  the  same.  The  addresses  and  facsimile  numbers  for such
communications shall be:

If to the Company:


                                 ARS NETWORKS, INC.
                                 100 Walnut Street
                                 Champlain, New York 12919



                                       11
<PAGE>

                                 Telephone: (518) 298-2042
                                 Facsimile: (518) 298-2813
                                 Attention:  Sydney Harland

With a copy to:                  Kirkpatrick & Lockhart LLP
                                 201 South Biscayne Boulevard
                                 Suite 2000
                                 Miami, Florida 33131
                                 Telephone: (305) 539-3306
                                 Facsimile: (305) 358-7095
                                 Attention: Clayton E. Parker, Esq.

If to Investor:                  Cornell Capital Partners LP
                                 c/o Yorkville Advisors Management LLC
                                 521 Fifth Avenue - 17th Floor
                                 New York, New York 10175
                                 Attention: Mark A. Angelo

With copy to:                    Butler Gonzalez LLP
                                 1000 Stuyvesant Avenue - Suite 6
                                 Union, New Jersey 07083
                                 Telephone: (908) 810-8588
                                 Facsimile: 908) 810-0973
                                 Attention: David Gonzalez, Esq.

If to an  Investor,  to its  address  and  facsimile  number on the  Schedule of
Investor attached hereto, with copies to such Investor's  representatives as set
forth on the  Schedule  of Investor or to such other  address  and/or  facsimile
number and/or to the  attention of such other person as the recipient  party has
specified  by written  notice  given to each other  party five days prior to the
effectiveness of such change.  Written  confirmation of receipt (A) given by the
recipient  of  such  notice,  consent,   waiver  or  other  communication,   (B)
mechanically  or  electronically  generated  by the sender's  facsimile  machine
containing the time, date,  recipient facsimile number and an image of the first
page of such  transmission  or (C)  provided by a courier or  overnight  courier
service shall be rebuttable  evidence of personal service,  receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

            c.  Failure of any party to exercise  any right or remedy under this
Agreement or otherwise,  or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

            d. The corporate laws of the State of New Hampshire shall govern all
issues  concerning  the  relative  rights of the Company and the Investor as its
stockholders.  All  other  questions  concerning  the  construction,   validity,


                                       12
<PAGE>


enforcement  and  interpretation  of this  Agreement  shall be  governed  by the
internal laws of the State of New York,  without  giving effect to any choice of
law or conflict of law  provision  or rule  (whether of the State of New York or
any other  jurisdiction)  that would  cause the  application  of the laws of any
jurisdiction  other than the State of New York.  Each party  hereby  irrevocably
submits  to the  non-exclusive  jurisdiction  of the  state and  federal  courts
sitting in the City of New York,  Borough of Manhattan,  for the adjudication of
any  dispute  hereunder  or in  connection  herewith  or  with  any  transaction
contemplated  hereby or discussed herein,  and hereby  irrevocably  waives,  and
agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action
or  proceeding  is  brought in an  inconvenient  forum or that the venue of such
suit,  action or proceeding is improper.  Each party hereby  irrevocably  waives
personal  service of process and  consents to process  being  served in any such
suit,  action or  proceeding  by  mailing a copy  thereof  to such  party at the
address for such notices to it under this Agreement and agrees that such service
shall  constitute  good and  sufficient  service of process and notice  thereof.
Nothing  contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. If any provision of this Agreement shall
be  invalid  or   unenforceable   in  any   jurisdiction,   such  invalidity  or
unenforceability  shall  not  affect  the  validity  or  enforceability  of  the
remainder  of  this   Agreement  in  that   jurisdiction   or  the  validity  or
enforceability  of any  provision of this  Agreement in any other  jurisdiction.
EACH PARTY HEREBY  IRREVOCABLY  WAIVES ANY RIGHT IT MAY HAVE,  AND AGREES NOT TO
REQUEST,  A JURY  TRIAL FOR THE  ADJUDICATION  OF ANY  DISPUTE  HEREUNDER  OR IN
CONNECTION  HEREWITH  OR  ARISING  OUT OF  THIS  AGREEMENT  OR  ANY  TRANSACTION
CONTEMPLATED HEREBY.

            e. This  Agreement,  the  Equity  Line of Credit  Agreement  and the
Escrow  Agreement  constitute the entire agreement among the parties hereto with
respect to the subject  matter  hereof and thereof.  There are no  restrictions,
promises, warranties or undertakings,  other than those set forth or referred to
herein and therein. This Agreement,  the Equity Line of Credit Agreement and the
Escrow  Agreement  supersede all prior agreements and  understandings  among the
parties hereto with respect to the subject matter hereof and thereof.

            f. Subject to the  requirements  of Section 9, this Agreement  shall
inure to the benefit of and be binding upon the permitted successors and assigns
of each of the parties hereto.

            g. The headings in this  Agreement are for  convenience of reference
only and shall not limit or otherwise affect the meaning hereof.

            h. This Agreement may be executed in identical counterparts, each of
which shall be deemed an original but all of which shall  constitute one and the
same agreement.  This Agreement,  once executed by a party,  may be delivered to
the other party hereto by  facsimile  transmission  of a copy of this  Agreement
bearing the signature of the party so delivering this Agreement.

            i.  Each  party  shall  do and  perform,  or  cause  to be done  and
performed,  all such further acts and things,  and shall execute and deliver all


                                       13
<PAGE>

such other  agreements,  certificates,  instruments and documents,  as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.


            j. The  language  used in this  Agreement  will be  deemed to be the
language  chosen by the parties to express  their mutual  intent and no rules of
strict construction will be applied against any party.

            k. This  Agreement is intended for the benefit of the parties hereto
and  their  respective  permitted  successors  and  assigns,  and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person.




                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                       14
<PAGE>


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


                                 ARS NETWORKS, INC.


                                 By:
                                    --------------------------------------
                                    Name: Syndey Harland
                                    Title: President and Chief Executive Officer

                                 CORNELL CAPITAL PARTNERS, L.P.

                                 By:   Yorkville Advisors Management LLC
                                 Its: General Partner


                                 By:
                                    -------------------------------------
                                 Name: Mark A. Angelo
                                 Title: Fund Manager




                                       15
<PAGE>


                              SCHEDULE OF INVESTORS


<TABLE>
----------------------------------------------------------------------------------------------------------------------

                                          Investor Address                   Investor's Representatives' Address
        Investor Name                   and Facsimile Number                         and Facsimile Number
----------------------------------------------------------------------------------------------------------------------
<S>                           <C>                                        <C>
Cornell Capital Partners,
L.P.                          c/o Yorkville Advisors Management, LLC     c/o Yorkville Advisors Management, LLC
                              521 Fifth Avenue - 17th Floor              521 Fifth Avenue - 17th Floor
                              New York, NY 10175                         New York, NY 10175

</TABLE>







                                                                16
<PAGE>


                                                                       EXHIBIT A


                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT


[TRANSFER AGENT]
Attn:
     -------------------------------

           Re:  ARS NETWORKS, INC.
                -------------------

Ladies and Gentlemen:

         We are counsel to ARS Networks,  Inc., a New Hampshire corporation (the
"Company"),  and have  represented  the Company in connection  with that certain
Equity Line of Credit Agreement (the "Equity Line of Credit Agreement")  entered
into by and among the Company and the Investor named therein (collectively,  the
"Investors")  pursuant to which the Company issued to the Investor shares of its
Common Stock, par value $0.0001 per share (the "Common Stock").  Pursuant to the
Equity  Line  of  Credit  Agreement,   the  Company  also  has  entered  into  a
Registration  Rights  Agreement  with the  Investor  (the  "Registration  Rights
Agreement")  pursuant  to which the  Company  agreed,  among  other  things,  to
register  the  Registrable  Securities  (as defined in the  Registration  Rights
Agreement)  under the  Securities  Act of 1933, as amended (the "1933 Act").  In
connection  with  the  Company's   obligations  under  the  Registration  Rights
Agreement,  on ____________ ____, the Company filed a Registration  Statement on
Form ________ (File No.  333-_____________) (the "Registration  Statement") with
the Securities and Exchange  Commission  (the "SEC") relating to the Registrable
Securities  which  names each of the  Investor  as a selling  stockholder  there
under.

         In connection  with the  foregoing,  we advise you that a member of the
SEC's  staff has  advised  us by  telephone  that the SEC has  entered  an order
declaring the Registration Statement effective under the 1933 Act at [ENTER TIME
OF  EFFECTIVENESS]  on [ENTER DATE OF  EFFECTIVENESS]  and we have no knowledge,
after  telephonic  inquiry of a member of the SEC's  staff,  that any stop order
suspending its  effectiveness  has been issued or that any  proceedings for that
purpose  are  pending  before,  or  threatened  by, the SEC and the  Registrable
Securities  are  available  for  resale  under  the  1933  Act  pursuant  to the
Registration Statement.

                                        Very truly yours,

                                        [ISSUER'S COUNSEL]


                                        By:
                                           -------------------------------------



cc:      [LIST NAMES OF Investors]