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                                                              Exhibit 10.18

                         REGISTRATION RIGHTS AGREEMENT
                         -----------------------------


                  This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made
and entered into as of the 2nd day of June, 1997, by and between Synergistic
Holdings Corp., a Delaware corporation (the "Company"), and Meadows
Management, LLC (the "Shareholders").

                                R E C I T A L S
                                - - - - - - - -

                  WHEREAS, the Shareholders are acquiring 25,000 shares of
Series C Preferred Stock par value $.01 per share of the Company (the
"Convertible Stock") at a price of $1.00 per share, pursuant to the terms at a
subscription agreement by and between the Company and the shareholders, dated
as of June 2, 1997 (the "Agreement") which shares of Convertible Stock are
convertible into shares of common stock, par value $.01 per share of the
Company (the "Shares") at a conversion rate of one hundred Shares for each
share of Convertible Stock. The Shareholders of the Series C Preferred Stock
shall be entitled to convert whole shares of Series C Preferred Stock into
shares of the Company's common stock, $.01 par value per share, issuable upon
conversion of the Series C Preferred Stock, as follows: each outstanding share
of Series C Preferred Stock is convertible at any time into one hundred (100)
fully-paid and non-assessable Shares of the Company at a price of $.10 per
common share.


                  WHEREAS, the Company desires to grant to the Shareholders
certain registration rights relating to the Shares and the Shareholder desires
to obtain such registration rights, subject to the terms and conditions set
forth herein.
                  NOW, THEREFORE, in consideration of the mutual premises,
representations, warranties and conditions set forth in this Agreement, the
parties hereto, intending to be legally bound, hereby agree as follows:

                  1. Definitions and References. For purposes of this
Agreement, in addition to the definitions set forth above and elsewhere
herein, the following terms shall have the following meanings:

                     (a) The term "Commission" shall mean the Securities
                  and Exchange Commission and any successor agency.

                     (b) The terms "register", "registered" and "registration" 
               

<PAGE>



                  shall refer to a registration effected by preparing and filing
                  a registration statement or similar document in compliance 
                  with the 1933 Act (as herein defined) and the declaration or 
                  ordering of effectiveness of such registration statement or 
                  document.

                         (c) For purposes of this Agreement, the term
                  "Registrable Stock" shall mean (i) the Shares, (ii) any
                  shares of the common stock of the Company, par value $.01
                  per share (the "Common Stock") issued as (or issuable upon
                  the conversion or exercise of any warrant, right, option or
                  other convertible security which is issued as) a dividend or
                  other distribution with respect to, or in exchange for, or
                  in replacement of, the Shares, and (iii) any Common Stock
                  issued by way of a stock split of the Shares. For purposes
                  of this Agreement, any Registrable Stock shall cease to be
                  Registrable Stock when (w) a registration statement covering
                  such Registrable Stock has been declared effective and such
                  Registrable Stock has been disposed of pursuant to such
                  effective registration statement, (x) such Registrable Stock
                  is sold pursuant to Rule 144 (or any similar provision then
                  in force) under the 1933 Act, (y) such Registrable Stock has
                  been otherwise transferred, no stop transfer order affecting
                  such stock is in effect and the Company has delivered new
                  certificates or other evidences of ownership for such
                  Registrable Stock not bearing any legend indicating that
                  such shares have not been registered under the 1933 Act, or
                  (z) such Registrable Stock is sold by a person in a
                  transaction in which the rights under the provisions of this
                  Agreement are not assigned.

                         (d) The term "Holder" shall mean the Shareholders or
                  any transferee or assignee thereof to whom the rights under
                  this Agreement are assigned in accordance with Section 10
                  hereof, provided that the Shareholders or such transferee or
                  assignee shall then own the Registrable Stock.

                         (e) The term "1933 Act" shall mean the Securities Act
                  of 1933, as amended.

                         (f) An "affiliate of such Holder" shall mean a person
                  who controls, is controlled by or is under common control
                  with such Holder, or the spouse or children (or a trust
                  exclusively for the benefit of the spouse and/or children)
                  of such Holder, or, in the case of a Holder that is a
                  partnership, its partners.

                         (g) The term "Person" shall mean an individual,
                  corporation, partnership, trust, limited liability company,
                  unincorporated organization or association or other entity,
                  including any governmental entity.

                         (h) The term "Requesting Holders" shall mean a Holder
                  or Holders of in the aggregate of at least a majority of the
                  Registrable Stock.

                                     EXH. 2
<PAGE>




                         (i) References in this Agreement to any rules,
                  regulations or forms promulgated by the Commission shall
                  include rules, regulations and forms succeeding to the
                  functions thereof, whether or not bearing the same
                  designation.

                  2.     Demand Registration.
                         --------------------

                         (a) Commencing at any time six months after the date
                  hereof and expiring five (5) years from the date hereof the
                  Holders representing a majority of Registrable Stock shall
                  have the right, exercisable by written notice to the
                  Company, to have the Company prepare and file with the
                  Commission, a registration statement and such other
                  documents, including a prospectus, as may be necessary in
                  other opinion of both counsel for the Company and counsel
                  for the holders, in order to comply with the provisions of
                  the 1933 Act, so as to permit a public offering and sale by
                  such holders of the Registrable Stock. In such event, the
                  Company shall (x) within ten (10) days thereafter notify in
                  writing all other Holders of Registrable Stock of such
                  request, and (y) use its best efforts to cause to be
                  registered under the 1933 Act all Registrable Stock that the
                  Requesting Holders and such other Holders have, within
                  thirty (30) days after the Company has given such notice,
                  requested be registered. The Requesting Holders shall be
                  entitled to exercise their rights under this Section 2(a)
                  once and only once.

                         (b) If the Requesting Holders intend to distribute
                  the Registrable Stock covered by their request by means of
                  an underwritten offering, they shall so advise the Company
                  as a part of their request pursuant to Section 2(a) above,
                  and the Company shall include such information in the
                  written notice referred to in clause (x) of Section 2(a)
                  above. In such event, the Holder's right to include its
                  Registrable Stock in such registration shall be conditioned
                  upon such Holder's participation in such underwritten
                  offering and the inclusion of such Holder's Registrable
                  Stock in the underwritten offering to the extent provided in
                  this Section 2. All Holders proposing to distribute
                  Registrable Stock through such underwritten offering shall
                  enter into an underwriting agreement in customary form with
                  the underwriter or underwriters. Such underwriter or
                  underwriters shall be selected by a majority in interest of
                  the Requesting Holders and shall be approved by the Company,
                  which approval shall not be unreasonably withheld; provided,
                  that all of the representations and warranties by, and the
                  other agreements on the part of, the Company to and for the
                  benefit of such underwriters shall also be made to and for
                  the benefit of such Holders and that any or all of the
                  conditions precedent to the obligations of such underwriters
                  under such underwriting agreement shall be conditions
                  precedent to the obligations of such Holders; and provided
                  further, that no Holder shall be required to make any
                  representations or warranties to or agreements with the

                                     EXH. 3


<PAGE>



                  Company or the underwriters other than representations,
                  warranties or agreements regarding such Holder, the
                  Registrable Stock of such Holder and such Holder's intended
                  method of distribution and any other representation required
                  by law or reasonably required by the underwriter.

                         (c) Notwithstanding any other provision of this
                  Section 2 to the contrary, if the managing underwriter of an
                  underwritten offering of the Registrable Stock requested to
                  be registered pursuant to this Section 2 advises the
                  Requesting Holders in writing that in its opinion marketing
                  factors require a limitation of the number of shares to be
                  underwritten, the Requesting Holders shall so advise all
                  Holders of Registrable Stock that would otherwise be
                  underwritten pursuant hereto, and the number of shares of
                  Registrable Stock that may be included in such underwritten
                  offering shall be allocated among all such Holders,
                  including the Requesting Holders, in proportion (as nearly
                  as practicable) to the amount of Registrable Stock requested
                  to be included in such registration by each Holder at the
                  time of filing the registration statement; provided, that in
                  the event of such limitation of the number of shares of
                  Registrable Stock to be underwritten, the Holders shall be
                  entitled to an additional demand registration pursuant to
                  this Section 2. If any Holder of Registrable Stock
                  disapproves of the terms of the underwriting, such Holder
                  may elect to withdraw by written notice to the Company, the
                  managing underwriter and the Requesting Holders. The
                  securities so withdrawn shall also be withdrawn from
                  registration.

                         (d) The Company shall be obligated to effect and pay
                  for a total of only one (1) registration pursuant to this
                  Section 2, unless increased pursuant to Section 2(c) hereof;
                  provided, that a registration requested pursuant to this
                  Section 2 shall not be deemed to have been effected for
                  purposes of this Section 2(d), unless (i) it has been
                  declared effective by the Commission, (ii) the offering of
                  Registrable Stock pursuant to such registration is not
                  subject to any stop order, injunction or other order or
                  requirement of the Commission (other than any such action
                  prompted by any act or omission of the Holders), and (iii)
                  no limitation of the number of shares of Registrable Stock
                  to be underwritten has been required pursuant to Section
                  2(c) hereof.

                  3. Obligations of the Company. Whenever required under
Section 2 to use its best efforts to effect the registration of any
Registrable Stock, the Company shall, as expeditiously as possible:

                         (a) prepare and file with the Commission, not later
                  than ninety (90) days after receipt of a request to file a
                  registration statement with respect to such Registrable
                  Stock, a registration statement on any form for which the
                  Company then qualifies or which counsel for the Company
                  shall deem appropriate and

                                     EXH. 4

<PAGE>



                  which form shall be available for the sale of such issue of
                  Registrable Stock in accordance with the intended method of
                  distribution thereof, and use its best efforts to cause such
                  registration statement to become effective as promptly as
                  practicable thereafter; provided that before filing a
                  registration statement or prospectus or any amendments or
                  supplements thereto, the Company will (i) furnish to one
                  counsel selected by the Requesting Holders copies of all
                  such documents proposed to be filed, and (ii) notify each
                  such Holder of any stop order issued or threatened by the
                  Commission and take all reasonable actions required to
                  prevent the entry of such stop order or to remove it if
                  entered;

                         (b) prepare and file with the Commission such
                  amendments and supplements to such registration statement
                  and the prospectus used in connection therewith as may be
                  necessary to keep such registration statement effective for
                  a period of not less than one hundred twenty (120) days or
                  such shorter period which will terminate when all
                  Registrable Stock covered by such registration statement has
                  been sold (but not before the expiration of the forty (40)
                  or ninety (90) day period referred to in Section 4(3) of the
                  1933 Act and Rule 174 thereunder, if applicable), and comply
                  with the provisions of the 1933 Act with respect to the
                  disposition of all securities covered by such registration
                  statement during such period in accordance with the intended
                  methods of disposition by the sellers thereof set forth in
                  such registration statement;

                         (c) furnish to each Holder and any underwriter of
                  Registrable Stock to be included in a registration statement
                  copies of such registration statement as filed and each
                  amendment and supplement thereto (in each case including all
                  exhibits thereto), the prospectus included in such
                  registration statement (including each preliminary
                  prospectus) and such other documents as such Holder may
                  reasonably request in order to facilitate the disposition of
                  the Registrable Stock owned by such Holder;

                         (d) use its best efforts to register or qualify such
                  Registrable Stock under such other securities or blue sky
                  laws of such jurisdictions as any selling Holder or any
                  underwriter of Registrable Stock reasonably requests, and do
                  any and all other acts which may be reasonably necessary or
                  advisable to enable such Holder to consummate the
                  disposition in such jurisdictions of the Registrable Stock
                  owned by such Holder; provided that the Company will not be
                  required to (i) qualify generally to do business in any
                  jurisdiction where it would not otherwise be required to
                  qualify but for this Section 3(d) hereof, (ii) subject
                  itself to taxation in any such jurisdiction, or (iii)
                  consent to general service of process in any such
                  jurisdiction;

                         (e) use its best efforts to cause the Registrable Stock

                                     EXH. 5
<PAGE>



                  covered by such registration statement to be registered with 
                  or approved by such other governmental agencies or other 
                  authorities as may be necessary by virtue of the business and 
                  operations of the Company to enable the selling Holders 
                  thereof to consummate the disposition of such Registrable 
                  Stock;

                         (f) notify each selling Holder of such Registrable
                  Stock and any underwriter thereof, at any time when a
                  prospectus relating thereto is required to be delivered
                  under the 1933 Act (even if such time is after the period
                  referred to in Section 3(b)), of the happening of any event
                  as a result of which the prospectus included in such
                  registration statement contains an untrue statement of a
                  material fact or omits to state any material fact required
                  to be stated therein or necessary to make the statements
                  therein in light of the circumstances being made not
                  misleading, and prepare a supplement or amendment to such
                  prospectus so that, as thereafter delivered to the
                  purchasers of such Registrable Stock, such prospectus will
                  not contain an untrue statement of a material fact or omit
                  to state any material fact required to be stated therein or
                  necessary to make the statements therein in light of the
                  circumstances being made not misleading;

                         (g) make available for inspection by any selling
                  Holder, any underwriter participating in any disposition
                  pursuant to such registration statement, and any attorney,
                  accountant or other agent retained by any such seller or
                  underwriter (collectively, the "Inspectors"), all financial
                  and other records, pertinent corporate documents and
                  properties of the Company (collectively, the "Records"), and
                  cause the Company's officers, directors and employees to
                  supply all information reasonably requested by any such
                  Inspector, as shall be reasonably necessary to enable them
                  to exercise their due diligence responsibility, in
                  connection with such registration statement. Records or
                  other information which the Company determines, in good
                  faith, to be confidential and which it notifies the
                  Inspectors are confidential shall not be disclosed by the
                  Inspectors unless (i) the disclosure of such Records or
                  other information is necessary to avoid or correct a
                  misstatement or omission in the registration statement, or
                  (ii) the release of such Records or other information is
                  ordered pursuant to a subpoena or other order from a court
                  of competent jurisdiction. Each selling Holder shall, upon
                  learning that disclosure of such Records or other
                  information is sought in a court of competent jurisdiction,
                  give notice to the Company and allow the Company, at the
                  Company's expense, to undertake appropriate action to
                  prevent disclosure of the Records or other information
                  deemed confidential;

                         (h) furnish, at the request of any Requesting Holder,
                  on the date that such shares of Registrable Stock are
                  delivered to the underwriters for sale pursuant to such
                  registration or, if such Registrable Stock is not being sold
                  through underwriters, on the date that the registration
                  statement with respect to such

                                     EXH. 6

<PAGE>



                  shares of Registrable Stock becomes effective, (1) a signed
                  opinion, dated such date, of the legal counsel representing
                  the Company for the purposes of such registration, addressed
                  to the underwriters, if any, and if such Registrable Stock
                  is not being sold through underwriters, then to the
                  Requesting Holders as to such matters as such underwriters
                  or the Requesting Holders, as the case may be, may
                  reasonably request and as would be customary in such a
                  transaction; and (2) a letter dated such date, from the
                  independent certified public accountants of the Company,
                  addressed to the underwriters, if any, and if such
                  Registrable Stock is not being sold through underwriters,
                  then to the Requesting Holders and, if such accountants
                  refuse to deliver such letter to such Holder, then to the
                  Company (i) stating that they are independent certified
                  public accountants within the meaning of the 1933 Act and
                  that, in the opinion of such accountants, the financial
                  statements and other financial data of the Company included
                  in the registration statement or the prospectus, or any
                  amendment or supplement thereto, comply as to form in all
                  material respects with the applicable accounting
                  requirements of the 1933 Act, and (ii) covering such other
                  financial matters (including information as to the period
                  ending not more than five (5) business days prior to the
                  date of such letter) with respect to the registration in
                  respect of which such letter is being given as the
                  Requesting Holders may reasonably request and as would be
                  customary in such a transaction;

                         (i) enter into customary agreements (including if the
                  method of distribution is by means of an underwriting, an
                  underwriting agreement in customary form) and take such
                  other actions as are reasonably required in order to
                  expedite or facilitate the disposition of the Registrable
                  Stock to be so included in the registration statement;

                         (j) otherwise use its best efforts to comply with all
                  applicable rules and regulations of the Commission, and make
                  available to its security holders, as soon as reasonably
                  practicable, but not later than eighteen (18) months after
                  the effective date of the registration statement, an
                  earnings statement covering the period of at least twelve
                  (12) months beginning with the first full month after the
                  effective date of such registration statement, which
                  earnings statements shall satisfy the provisions of Section
                  11(a) of the 1933 Act; and

                         (k) use its best efforts to cause all such
                  Registrable Stock to be listed on the New York Stock
                  Exchange and/or any other securities exchange on which
                  similar securities issued by the Company are then listed, or
                  traded on the National Association of Securities Dealers
                  Automated Quotations System, if such listing or trading is
                  then permitted under the rules of such exchange or system,
                  respectively.


                                     EXH. 7
<PAGE>



                  The Company may require each selling Holder of Registrable
Stock as to which any registration is being effected to furnish to the Company
such information regarding the distribution of such Registrable Stock as the
Company may from time to time reasonably request in writing.

                  Each Holder agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 3(f)
hereof, such Holder will forthwith discontinue disposition of Registrable
Stock pursuant to the registration statement covering such Registrable Stock
until such Holder's receipt of the copies of the supplemented or amended
prospectus contemplated by Section 3(f) hereof, and, if so directed by the
Company, such Holder will deliver to the Company (at the Company's expense)
all copies, other than permanent file copies then in such Holder's possession,
of the prospectus covering such Registrable Stock current at the time of
receipt of such notice. In the event the Company shall give any such notice,
the Company shall extend the period during which such registration statement
shall be maintained effective pursuant to this Agreement (including the period
referred to in Section 3(b)) by the number of days during the period from and
including the date of the giving of such notice pursuant to Section 3(f)
hereof to and including the date when each selling Holder of Registrable Stock
covered by such registration statement shall have received the copies of the
supplemented or amended prospectus contemplated by Section 3(f) hereof.

                  4. Piggyback Registration. If, at any time on or before May
1, 2004 (the "Expiration Date"), the Company determines that it shall file a
registration statement under the 1933 Act (other than (i) a registration
statement on a Form S-4 or S-8 or filed in connection with an exchange offer,
or (ii) an offering of securities solely to the Company's existing
stockholders on any form that would also permit the registration of the
Registrable Stock, the Company shall promptly give each Holder written notice
of such determination setting forth the date on which the Company proposes to
file such registration statement, which date shall be no earlier than forty
(40) days from the date of such notice, and advising each Holder of its right
to have Registrable Stock included in such registration. Upon the written
request of any Holder received by the Company no later than twenty (20) days
after the date of the Company's notice, the Company shall use its best efforts
to cause to be registered under the 1933 Act all of the Registrable Stock that
each such Holder has so requested to be registered. If, in the written opinion
of the managing underwriter or underwriters (or, in the case of a
non-underwritten offering, in the written opinion of the placement agent, or
if there is none, the Company), the total amount of such securities to be so
registered, including such Registrable Stock, will exceed the maximum amount
of the Company's securities which can be marketed (i) at a price reasonably
related to the then current market value of such securities, or (ii) without
otherwise materially and adversely affecting the entire offering, then the
amount of Registrable Stock to be offered for the accounts of Holders shall be
reduced pro rata to the extent necessary to reduce the total amount of
securities to be included in such offering to the recommended amount;
provided, that if securities are being offered for the account of other
Persons as well as the Company, such reduction shall not represent a greater
fraction of the number of securities

                                     EXH. 8

<PAGE>



intended to be offered by Holders than the fraction of similar reductions
imposed on such other Persons other than the Company over the amount of
securities they intended to offer.

                  5. Holdback Agreement - Restrictions on Public Sale by Holder.
                     -----------------------------------------------------------
                         (a) To the extent not inconsistent with applicable
                  law, each Holder whose Registrable Stock is included in a
                  registration statement agrees not to effect any public sale
                  or distribution of the issue being registered or a similar
                  security of the Company, or any securities convertible into
                  or exchangeable or exercisable for such securities,
                  including a sale pursuant to Rule 144 under the 1933 Act,
                  during the fourteen (14) days prior to, and during the
                  ninety (90) day period beginning on, the effective date of
                  such registration statement (except as part of the
                  registration), if and to the extent requested by the Company
                  in the case of a non-underwritten public offering or if and
                  to the extent requested by the managing underwriter or
                  underwriters in the case of an underwritten public offering.

                         (b) Restrictions on Public Sale by the Company and
                  Others. The Company agrees (i) not to effect any public sale
                  or distribution of any securities similar to those being
                  registered, or any securities convertible into or
                  exchangeable or exercisable for such securities, during the
                  fourteen (14) days prior to, and during the ninety (90) day
                  period beginning on, the effective date of any registration
                  statement in which Holders are participating (except as part
                  of such registration), if and to the extent requested by the
                  Holders in the case of a non-underwritten public offering or
                  if and to the extent requested by the managing underwriter
                  or underwriters in the case of an underwritten public
                  offering; and (ii) that any agreement entered into after the
                  date of this Agreement pursuant to which the Company issues
                  or agrees to issue any securities convertible into or
                  exchangeable or exercisable for such securities (other than
                  pursuant to an effective registration statement) shall
                  contain a provision under which holders of such securities
                  agree not to effect any public sale or distribution of any
                  such securities during the periods described in (i) above,
                  in each case including a sale pursuant to Rule 144 under the
                  1933 Act.

                  6. Expenses of Registration. All expenses incurred in
connection with each registration pursuant to Sections 2 and 4 of this
Agreement, excluding underwriters' discounts and commissions, but including,
without limitation, all registration, filing and qualification fees, word
processing, duplicating, printers' and accounting fees (including the expenses
of any special audits or "cold comfort" letters required by or incident to
such performance and compliance), exchange listing fees or National
Association of Securities Dealers fees, messenger and delivery expenses, all
fees and expenses of complying with securities or blue sky laws, fees and
disbursements of counsel for the Company, and the reasonable fees and
disbursements of one (1) counsel for the selling Holders shall be paid by the
Company. The selling Holders shall

                                     EXH. 9

<PAGE>



bear and pay the underwriting commissions and discounts applicable to the
Registrable Stock offered for their account in connection with any
registrations, filings and qualifications made pursuant to this Agreement.

                  7.     Indemnification and Contribution.
                         ---------------------------------

                         (a) Indemnification by the Company. The Company
                  agrees to indemnify, to the full extent permitted by law,
                  each Holder, its officers, directors and agents and each
                  Person who controls such Holder (within the meaning of the
                  1933 Act) against all losses, claims, damages, liabilities
                  and expenses caused by any untrue or alleged untrue
                  statement of material fact contained in any registration
                  statement, prospectus or preliminary prospectus or any
                  omission or alleged omission to state therein a material
                  fact required to be stated therein or necessary to make the
                  statement therein (in case of a prospectus or preliminary
                  prospectus, in the light of the circumstances under which
                  they were made) not misleading. The Company will also
                  indemnify any underwriters of the Registrable Stock, their
                  officers and directors and each Person who controls such
                  underwriters (within the meaning of the 1933 Act) to the
                  same extent as provided above with respect to the
                  indemnification of the selling Holders.

                         (b) Indemnification by Holders. In connection with
                  any registration statement in which a Holder is
                  participating, each such Holder will furnish to the Company
                  in writing such information with respect to such Holder as
                  the Company reasonably requests for use in connection with
                  any such registration statement or prospectus and agrees to
                  indemnify, to the extent permitted by law, the Company, its
                  directors and officers and each Person who controls the
                  Company (within the meaning of the 1933 Act) against any
                  losses, claims, damages, liabilities and expenses resulting
                  from any untrue or alleged untrue statement of material fact
                  or any omission or alleged omission of a material fact
                  required to be stated in the registration statement,
                  prospectus or preliminary prospectus or any amendment
                  thereof or supplement thereto or necessary to make the
                  statements therein (in the case of a prospectus or
                  preliminary prospectus, in the light of the circumstances
                  under which they were made) not misleading, to the extent,
                  but only to the extent, that such untrue statement or
                  omission is contained in any information with respect to
                  such Holder so furnished in writing by such Holder.
                  Notwithstanding the foregoing, the liability of each such
                  Holder under this Section 7(b) shall be limited to an amount
                  equal to the initial public offering price of the
                  Registrable Stock sold by such Holder, unless such liability
                  arises out of or is based on willful misconduct of such
                  Holder.

                         (c) Conduct of Indemnification Proceedings. Any Person 
                  entitled to indemnification hereunder agrees to give prompt
                  written notice to the

                                     EXH. 10

<PAGE>



                  indemnifying party after the receipt by such Person of any
                  written notice of the commencement of any action, suit,
                  proceeding or investigation or threat thereof made in
                  writing for which such Person will claim indemnification or
                  contribution pursuant to this Agreement and, unless in the
                  reasonable judgment of such indemnified party, a conflict of
                  interest may exist between such indemnified party and the
                  indemnifying party with respect to such claim, permit the
                  indemnifying party to assume the defense of such claims with
                  counsel reasonably satisfactory to such indemnified party.
                  Whether or not such defense is assumed by the indemnifying
                  party, the indemnifying party will not be subject to any
                  liability for any settlement made without its consent (but
                  such consent will not be unreasonably withheld). Failure by
                  such Person to provide said notice to the indemnifying party
                  shall itself not create liability except to the extent of
                  any injury caused thereby. No indemnifying party will
                  consent to entry of any judgment or enter into any
                  settlement which does not include as an unconditional term
                  thereof the giving by the claimant or plaintiff to such
                  indemnified party of a release from all liability in respect
                  of such claim or litigation. If the indemnifying party is
                  not entitled to, or elects not to, assume the defense of a
                  claim, it will not be obligated to pay the fees and expenses
                  of more than one (1) counsel with respect to such claim,
                  unless in the reasonable judgment of any indemnified party a
                  conflict of interest may exist between such indemnified
                  party and any other such indemnified parties with respect to
                  such claim, in which event the indemnifying party shall be
                  obligated to pay the fees and expenses of such additional
                  counsel or counsels.

                         (d) Contribution. If for any reason the indemnity
                  provided for in this Section 7 is unavailable to, or is
                  insufficient to hold harmless, an indemnified party, then
                  the indemnifying party shall contribute to the amount paid
                  or payable by the indemnified party as a result of such
                  losses, claims, damages, liabilities or expenses (i) in such
                  proportion as is appropriate to reflect the relative
                  benefits received by the indemnifying party on the one hand
                  and the indemnified party on the other, or (ii) if the
                  allocation provided by clause (i) above is not permitted by
                  applicable law, or provides a lesser sum to the indemnified
                  party than the amount hereinafter calculated, in such
                  proportion as is appropriate to reflect not only the
                  relative benefits received by the indemnifying party on the
                  one hand and the indemnified party on the other but also the
                  relative fault of the indemnifying party and the indemnified
                  party 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 a 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

                                     EXH. 11


<PAGE>



                  correct or prevent such action. The amount paid or payable
                  by a party as a result of the losses, claims, damages,
                  liabilities and expenses referred to above shall be deemed
                  to include, subject to the limitations set forth in Section
                  7(c), any legal or other fees or expenses reasonably
                  incurred by such party in connection with any investigation
                  or proceeding.

                         The parties hereto agree that it would not be just
                  and equitable if contribution pursuant to this Section 7 (d)
                  were determined by pro rata allocation or by any other
                  method of allocation which does not take account of the
                  equitable considerations referred to in the immediately
                  preceding paragraph. No Person guilty of fraudulent
                  misrepresentation (within the meaning of Section 11(f) of
                  the 1933 Act) shall be entitled to contribution from any
                  Person who was not guilty of such fraudulent
                  misrepresentation.

                         If indemnification is available under this Section 7,
                  the indemnifying parties shall indemnify each indemnified
                  party to the full extent provided in Sections 7(a) and (b)
                  without regard to the relative fault of said indemnifying
                  party or indemnified party or any other equitable
                  consideration provided for in this Section 7.

                   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 the Holders entitled hereunder to
approve such arrangements, and (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements.

                  9. Rule 144. The Company covenants that it will file the
reports required to be filed by it under the 1933 Act and the Securities
Exchange Act of 1934, as amended, and the rules and regulations adopted by the
Commission thereunder; and it will take such further action as any Holder may
reasonably request, all to the extent required from time to time to enable
such Holder to sell Registrable Stock without registration under the 1933 Act
within the limitation of the exemptions provided by (a) Rule 144 under the
1933 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, the Company will deliver to such Holder a written statement as to
whether it has complied with such requirements.

                  10. Transfer of Registration Rights. The registration rights
of any Holder under this Agreement with respect to any Registerable Stock may
be transferred to any transferee of such Registrable Stock; provided that such
transfer may otherwise be effected in accordance with applicable securities
laws; provided further, that the transferring Holder shall give the Company
written notice at or prior to the time of such transfer stating the name and
address of the

                                     EXH. 12

<PAGE>



transferee and identifying the securities with respect to which the rights
under this Agreement are being transferred; provided further, that such
transferee shall agree in writing, in form and substance satisfactory to the
Company, to be bound as a Holder by the provisions of this Agreement; and
provided further, that such assignment shall be effective only if immediately
following such transfer the further disposition of such securities by such
transferee is restricted under the 1933 Act. Except as set forth in this
Section 10, no transfer of Registrable Stock shall cause such Registrable
Stock to lose such status.

                  11.     Miscellaneous.            
                          --------------

                         (a) No Inconsistent Agreements. The Company will not
                  hereafter enter into any agreement with respect to its
                  securities which is inconsistent with the rights granted to
                  the Holders in this Agreement.

                         (b) Remedies. Each Holder, in addition to being
                  entitled to exercise all rights granted by law, including
                  recovery of damages, will be entitled to specific
                  performance of its rights under this Agreement. The Company
                  agrees that monetary damages would not be adequate
                  compensation for any loss incurred by reason of a breach by
                  it of the provisions of this Agreement and hereby agrees to
                  waive (to the extent permitted by law) the defense in any
                  action for specific performance that a remedy of law would
                  be adequate.

                         (c) Amendments and Waivers. The provisions of this
                  Agreement may not be amended, modified or supplemented, and
                  waivers or consents to departures from the provisions hereof
                  may not be given unless the Company has obtained the written
                  consent of the Holders of at least a majority of the
                  Registrable Stock then outstanding affected by such
                  amendment, modification, supplement, waiver or departure.

                         (d) Successors and Assigns. Except as otherwise
                  expressly provided herein, the terms and conditions of this
                  Agreement shall inure to the benefit of and be binding upon
                  the respective successors and assigns of the parties hereto.
                  Nothing in this Agreement, express or implied, is intended
                  to confer upon any Person other than the parties hereto or
                  their respective successors and assigns any rights,
                  remedies, obligations, or liabilities under or by reason of
                  this Agreement, except as expressly provided in this
                  Agreement.

                         (e) Governing Law. This Agreement shall be governed
                  by and construed in accordance with the internal laws of the
                  State of New York applicable to contracts made and to be
                  performed wholly within that state, without regard to the
                  conflict of law rules thereof.


                                     EXH. 13

<PAGE>



                         (f) Counterparts. This Agreement may be executed in
                  two or more counterparts, each of which shall be deemed an
                  original, but all of which together shall constitute one and
                  the same instrument.

                         (g) Headings. The headings in this Agreement are used
                  for convenience of reference only and are not to be
                  considered in construing or interpreting this Agreement.

                         (h) Notices. Any notice required or permitted under
                  this Agreement shall be given in writing and shall be
                  delivered in person or by telecopy or by overnight courier
                  guaranteeing no later than second business day delivery,
                  directed to (i) the Company at the address set forth below
                  its signature hereof or (ii) to a Holder at the address
                  therefor as set forth in the Company's records. Any party
                  may change its address for notice by giving ten (10) days
                  advance written notice to the other parties. Every notice or
                  other communication hereunder shall be deemed to have been
                  duly given or served on the date on which personally
                  delivered, or on the date actually received, if sent by
                  telecopy or overnight courier service, with receipt
                  acknowledged.

                         (i) Severability. In the event that any one or more
                  of the provisions contained herein, or the application
                  thereof in any circumstances, is held invalid, illegal or
                  unenforceable in any respect for any reason, the validity,
                  legality and enforceability of any such provision in every
                  other respect and of the remaining provisions contained
                  herein shall not be in any way impaired thereby, it being
                  intended that all of the rights and privileges of the
                  Holders shall be enforceable to the fullest extent permitted
                  by law.

                         (j) Entire Agreement. This Agreement is intended by
                  the parties as a final expression of their agreement and
                  intended to be a complete and exclusive statement of the
                  agreement and understanding of the parties hereto in respect
                  of the subject matter contained herein. There are no
                  restrictions, promises, warranties or undertakings other
                  than those set forth or referred to herein. This Agreement
                  supersedes all prior agreements and understandings between
                  the parties with respect to such subject matter.

                         (k) Enforceability. This Agreement shall remain in
                  full force and effect notwithstanding any breach or
                  purported breach of, or relating to, the Purchase Agreement.



                                     EXH. 14

<PAGE>



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

                               SYNERGISTIC HOLDINGS CORP.


                               By:_________________________________________
                               Name:   Salvatore Crimi
                               Title:  Chairman and Chief Executive Officer


                               MEADOWS MANAGEMENT, LLC


                               By:_________________________________________
                               Name:   Robert Cohen, O.D.
                               Title:  Managing Member


                                     EXH. 15