EXHIBIT 10.6

                                                                        ANNEX IV
                                                                              TO
                                                             SECURITIES PURCHASE
                                                                       AGREEMENT

                          REGISTRATION RIGHTS AGREEMENT

            THIS REGISTRATION RIGHTS AGREEMENT, dated as of August 1, 2005 (this
"Agreement"),  is made by and between SUPERCLICK, INC., a Washington corporation
with  headquarters  located at 4275 Executive  Square,  Suite 215, La Jolla,  CA
92037 (the  "Company"),  and each entity named on a signature page hereto (each,
an "Initial  Investor")  (each agreement with an Initial Investor being deemed a
separate  and  independent  agreement  between  the  Company  and  such  Initial
Investor,  except that each Initial  Investor  acknowledges  and consents to the
rights granted to each other Initial Investor under such agreement).

                              W I T N E S S E T H:

            WHEREAS,  upon  the  terms  and  subject  to the  conditions  of the
Securities Purchase Agreement,  dated as of the date hereof, between the Initial
Investor and the Company (the "Securities Purchase Agreement"; capitalized terms
not  otherwise  defined  herein shall have the meanings  ascribed to them in the
Securities Purchase Agreement),  the Company has agreed to issue and sell to the
Initial Investors the Debentures and the Warrants; and

            WHEREAS,  the Debentures are convertible into shares of Common Stock
(the  "Conversion  Shares";  which term, for purposes of this  Agreement,  shall
include  shares of  Common  Stock of the  Company  issuable  in lieu of  accrued
interest through the Maturity Date of the Debentures, as that term is defined in
and as  contemplated  by the  Debentures)  upon the  terms  and  subject  to the
conditions contained in the Debentures; and

            WHEREAS,  the Warrant  Shares may be issued upon the exercise of the
Warrants; and

            WHEREAS,  to induce the Initial  Investor to execute and deliver the
Securities  Purchase  Agreement,  the  Company  has  agreed to  provide  certain
registration rights under the Securities Act of 1933, as amended,  and the rules
and regulations thereunder, or any similar successor statute (collectively,  the
"Securities  Act"),  with  respect to the  Registrable  Securities  (as  defined
below);

            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
Initial Investor hereby agree as follows:

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

<PAGE>

            "Company Counsel" means Michael Corrigan, Esq..

            "Effective  Date"  means the date the SEC  declares  a  Registration
Statement covering  Registrable  Securities and otherwise meeting the conditions
contemplated hereby to be effective.

            "Held Shares  Value" means,  for shares of Common Stock  acquired by
the  Investor  upon a  conversion  of a  Debenture  within the thirty  (30) days
preceding  the  Restricted  Sale  Date,  but not yet sold by the  Investor,  the
principal  amount  of the  Debentures  converted  into such  Conversion  Shares;
provided,  however,  that if the Investor effected more than one such conversion
during such thirty  (30) day period and sold less than all of such  shares,  the
sold  shares  shall be deemed to be derived  first from the  conversions  in the
sequence of such conversions  (that is, for example,  until the number of shares
from the first of such conversions have been sold, all shares shall be deemed to
be from the first conversion;  thereafter,  from the second conversion until all
such shares are sold).

            "Increased  Conversion  or  Warrant  Shares"  means  the good  faith
estimate of number of shares which the Company  anticipates  will be issuable to
the Holder as a result of an adjustment to the Conversion Price or the number of
Warrant Shares  resulting from the application of Section 4(g) of the Securities
Purchase Agreement.

            "Initial Closing Date" means August 1, 2005, the initial date of the
closing of the transactions contemplated by the Securities Purchase Agreement.

            "Investor" means the Initial  Investor and any permitted  transferee
or assignee who agrees to become bound by the  provisions  of this  Agreement in
accordance  with  Section  9 hereof  and who  holds  Debentures  or  Registrable
Securities.

            "Other Issuable Shares" means (i) the Payment Shares, if any, issued
or  issuable  to the  Holder as of the date of the  filing  of the  Registration
Statement and any amendment  thereto or any  subsequent  date, and (ii) the good
faith  estimate of the Company of the number of the other Payment  Shares and/or
Increased  Conversion or Warrant  Shares,  as the case may be, which the Company
anticipates,  as of the date of the filing of the Registration Statement and any
amendment thereto,  will be issuable to the Holder pursuant to the provisions of
the Transaction Agreements.

            "Payment  Shares" means shares of Common Stock issued by the Company
as provided in Section 2(b) below.

            "Permitted  Selling  Shareholders" has the meaning ascribed to it in
Schedule 1 annexed hereto.

            "Permitted  Suspension  Period"  means not more than two (2) periods
during any  consecutive  12-month period during which the Holder's right to sell
Registrable Securities under the Registration Statement is suspended,  provided,
however,  that each of such  periods  shall  neither (i) be for more than twenty
(20) days nor (ii) begin less than ten (10)  Trading  Days after the last day of
the  preceding  suspension  period  (whether  or not such last day was during or
after a Permitted Suspension Period).

<PAGE>

            "Potential  Material  Event"  means  any of the  following:  (i) the
possession by the Company of material  information  not ripe for disclosure in a
registration statement, which shall be evidenced by determinations in good faith
by the Board of Directors of the Company that disclosure of such  information in
the  registration  statement would be detrimental to the business and affairs of
the Company;  or (ii) any material  engagement  or activity by the Company which
would, in the good faith determination of the Board of Directors of the Company,
be adversely  affected by disclosure in a  registration  statement at such time,
which  determination  shall be accompanied by a good faith  determination by the
Board of  Directors  of the Company  that the  registration  statement  would be
materially misleading absent the inclusion of such information.

            "Register," "Registered," and "Registration" refer to a registration
effected by  preparing  and filing a  Registration  Statement or  Statements  in
compliance with the Securities Act and pursuant to Rule 415 under the Securities
Act or any  successor  rule  providing  for offering  securities on a continuous
basis ("Rule 415"),  and the  declaration or ordering of  effectiveness  of such
Registration Statement by the SEC.

            "Registrable Securities" means, collectively, the Conversion Shares,
the Warrant Shares, and the Other Issuable Shares.

            "Registration  Statement"  means  a  registration  statement  of the
Company under the Securities Act covering  Registrable  Securities on Form SB-2,
if the Company is then eligible to file using such form, and if not eligible, on
Form S-1 or other appropriate form.

            "Required  Effective Date" means,  initially,  the Initial  Required
Effective  Date and  thereafter  the Increased  Required  Effective  Date or the
Post-Maturity  Date  Effective Date (as those terms are defined  below),  as the
case may be.

            "Required  Filing  Date"  means  (i)  with  respect  to the  initial
Registration  Statement,  the  date as soon as  practicable  after  the  Initial
Closing Date but no later than thirty (30) days after the Initial  Closing Date,
(ii) with respect to a Registration Statement filed with respect to an Increased
Registered  Shares Date,  the Increased  Shares  Required  Filing Date (as those
terms are  defined  below),  and (iii)  with  respect  to a  Post-Maturity  Date
Registration  Statement,  the Post-Maturity  Date Required Filing Date (as those
terms are defined below).

            "Restricted  Sale  Date"  means the first  date,  other  than a date
during a Permitted  Suspension  Period (as defined below), on which the Investor
is  restricted  from  making  sales of  Registrable  Securities  covered  by any
previously effective Registration Statement.

<PAGE>

            2. Registration.

            (a) Mandatory Registration.

            (i) The  Company  shall  prepare  and file with the SEC,  as soon as
practicable after the Initial Closing Date but no later than the Required Filing
Date,  a  Registration  Statement  registering  for  resale  by the  Investor  a
sufficient  number of shares of Common  Stock for the Initial  Investors to sell
the  Registrable  Securities.  Notwithstanding  the  requirement to register all
Registrable  Securities,  the Company's  obligation to register the  Registrable
Securities  shall  initially  be satisfied  by the  registration  of the Initial
Number of Shares to Be Registered  (as defined  below).  The "Initial  Number of
Shares to Be Registered" is a number of shares of Common Stock which is at least
equal to the sum of (x) two hundred  percent (200%) of the number of shares into
which the Debentures and all interest thereon through the second  anniversary of
the  Initial  Closing  Date would be  convertible  at the time of filing of such
Registration  Statement (assuming for such purposes that all Debentures had been
eligible to be converted,  and had been  converted,  into  Conversion  Shares in
accordance  with  their  terms,  whether  or not such  eligibility,  accrual  of
interest or conversion had in fact occurred as of such date) based on an assumed
Conversion Price of $0.30 per share, (y) the number of Warrant Shares covered by
the Warrants (assuming for such purposes that all the Warrants had been eligible
to be exercised  and had been  exercised  for the issuance of Warrant  Shares in
accordance with their terms,  whether or not such eligibility or exercise had in
fact occurred as of such date),  and (z) the number of Other Issuable  Shares as
of the date of the filing of the Registration Statement or any amendment thereto
(provided,  however,  that for purposes of this  provision,  the number of Other
Issuable  Shares  shall not be greater  than the number of such shares which the
SEC permits to be  included in the  Registration  Statement).  Unless  otherwise
specifically  agreed to in writing in advance by the  Holder,  the  Registration
Statement (W) shall include only (1) the Registrable Securities,  (2) the shares
issuable on exercise of warrants  issued to the  Placement  Agent in  connection
with the transactions contemplated by the Transaction Agreements,  and (3) up to
100,000  shares  of  Common  Stock  held by Jason  Sundar  (President  of Sundar
Communications  Group,  Inc.), and (X) shall also state that, in accordance with
Rule 416 and 457 under the  Securities  Act, it also  covers such  indeterminate
number  of  additional  shares  of  Common  Stock as may  become  issuable  upon
conversion  of the  Purchased  Shares,  exercise of the Warrants or issuances of
Other  Issuable  Securities  covered by such  Registration  Statement to prevent
dilution resulting from stock splits, stock dividends or similar transactions.

            (ii) The Company will use its reasonable  best efforts to cause such
Registration Statement to be declared effective on a date (the "Initial Required
Effective  Date")  which is no later than the earlier of (Y) five (5) days after
oral or written  notice by the SEC that it may be declared  effective or (Z) one
hundred (100) days after the Initial Closing Date.

            (iii) If at any time (an "Increased  Registered  Shares Date"),  the
number of shares of Common  Stock  represented  by the  Registrable  Securities,
issued or to be issued as contemplated by the  Transaction  Agreements,  exceeds
eighty  percent  (80%) of the  aggregate  number of shares of Common  Stock then
registered or sought to be registered in a Registration  Statement which has not
yet been declared effective, the Company shall either

<PAGE>

      (X)  amend  the  relevant  Registration  Statement  filed  by the  Company
      pursuant  to  the  preceding   provisions  of  this  Section  2,  if  such
      Registration  Statement has not been declared effective by the SEC at that
      time,  to register the  Increased  Number of Shares to Be  Registered  (as
      defined  below).  The  "Increased  Number of Shares to Be Registered" is a
      number of shares of Common Stock which is at least equal to (A) the number
      of shares,  if any,  theretofore  issued on conversion  of the  Debentures
      (including  any interest  paid on conversion by the issuance of Conversion
      Shares)  and on  exercise  of the  Warrants,  plus  (B) the sum of (x) two
      hundred  percent (200%) of the number of shares into which the unconverted
      Debentures and all interest thereon through the second  anniversary of the
      Initial  Closing Date would be  convertible  at the time of filing of such
      amendment (assuming for such purposes that all Debentures,  reduced by any
      previously converted  Debentures,  had been eligible to be converted,  and
      had been converted, into Conversion Shares in accordance with their terms,
      whether  or  not  such  issuance,  eligibility,  accrual  of  interest  or
      conversion  had in fact occurred as of such date) based on the  Conversion
      Price in effect on, or within  three (3)  Trading  Days prior to, the date
      the amendment to the  Registration  Statement is filed (except that, if at
      the time  the  Company  requests  that the SEC  declare  the  Registration
      Statement to be effective, if, assuming that the date of such request were
      the Effective Date, the Conversion Price would be lower, this component of
      the Increased Number of Shares to Be Registered shall be adjusted based on
      such lower Conversion  Price, and the Company shall amend the Registration
      Statement  accordingly),  (y) the number of Warrant  Shares covered by the
      unexercised  Warrants  (assuming  for such purposes that all the Warrants,
      reduced by any exercised  Warrants,  had been eligible to be exercised and
      had been exercised for the issuance of Warrant  Shares in accordance  with
      their terms, whether or not such issuance,  eligibility or exercise had in
      fact occurred as of such date), (z) the number of Other Issuable Shares as
      of the date of the filing of the  Registration  Statement or any amendment
      thereto  (provided,  however,  that for  purposes of this  provision,  the
      number of Other  Issuable  Shares  shall not be greater than the number of
      such  shares  which the SEC  permits to be  included  in the  Registration
      Statement), or

      (Y) if such Registration  Statement has been declared effective by the SEC
      at that time, file with the SEC an additional  Registration  Statement (an
      "Additional  Registration  Statement")  to  register  the number of shares
      equal to the excess of the Increased  Number of Shares to Be Registered as
      determined in the preceding  subparagraph  (X) (where the number of shares
      determined by clause (B)(x) of such  definition is based on the Conversion
      Price in effect on, or within  three (3)  Trading  Days prior to, the date
      the additional Registration Statement (or any amendment thereto) is filed,
      over the aggregate number of shares of Common Stock already registered.

<PAGE>

The Company shall file such Registration Statement within thirty (30) days after
the Increased  Registered  Shares Date (the  "Increased  Shares  Required Filing
Date").  The  Company  will  use its  reasonable  best  efforts  to  cause  such
Registration  Statement to be declared  effective on a date (each, an "Increased
Required  Effective  Date")  which  is no  later  than  (q)  with  respect  to a
Registration  Statement under clause (X) of this subparagraph  (ii), the Initial
Required  Effective  Date and (r) with  respect  to an  Additional  Registration
Statement,  the earlier of (I) five (5) days after notice by the SEC that it may
be declared  effective or (II) thirty (30) days after the  Increased  Registered
Shares Date.

            (iv) In addition to, and not in lieu of, any other provision hereof,
if the Company has not timely given a Maturity  Date Payment  Notice (as defined
in the Debenture),  the Company shall file, by the date (the  Post-Maturity Date
Required  Filing  Date")  which is no later  than  thirty  (30) days  before the
Maturity  Date,  either  an  amendment  (if  available)  or a  new  registration
statement to register the  Post-Maturity  Date Number of Shares to Be Registered
(as defined below). The  "Post-Maturity  Date Number of Shares to Be Registered"
is a number of shares of Common  Stock which is at least equal to (A) the number
of shares, if any, theretofore issued on conversion of the Debentures (including
any interest paid on  conversion  by the issuance of  Conversion  Shares) and on
exercise of the Warrants which are still held by the Holder, plus (B) the sum of
(x)  two  hundred  percent  (200%)  of the  number  of  shares  into  which  the
unconverted  Debentures and all interest thereon through the second  anniversary
of the Initial  Closing Date would be  convertible at the time of filing of such
amendment  (assuming  for such  purposes  that all  Debentures,  reduced  by any
previously converted Debentures, had been eligible to be converted, and had been
converted, into Conversion Shares in accordance with their terms, whether or not
such  issuance,  eligibility,  accrual of  interest  or  conversion  had in fact
occurred as of such date) based on the Conversion  Price in effect on, or within
three (3) Trading  Days prior to, the date such  amendment  or new  Registration
Statement is filed (except that, if at the time the Company  subsequently  files
an amendment thereto, the Conversion Price would be lower, this component of the
Post-Maturity  Date Number of Shares to Be Registered shall be adjusted based on
such lower  Conversion  Price,  and the  Company  shall  amend the  Registration
Statement  accordingly),  (y)  the  number  of  Warrant  Shares  covered  by the
unexercised Warrants (assuming for such purposes that all the Warrants,  reduced
by any  exercised  Warrants,  had been  eligible  to be  exercised  and had been
exercised  for the issuance of Warrant  Shares in  accordance  with their terms,
whether or not such issuance, eligibility or exercise had in fact occurred as of
such date), (z) the number of Other Issuable Shares as of the date of the filing
of  such  amendment  or new  Registration  Statement  or any  amendment  thereto
(provided,  however,  that for purposes of this  provision,  the number of Other
Issuable  Shares  shall not be greater  than the number of such shares which the
SEC permits to be included in the Registration Statement).  The Company will use
its reasonable best efforts to cause such Registration  Statement to be declared
effective on a date (each, a "Post-Maturity  Required  Effective Date") which is
no later than the  earlier of (i) five (5) days after  notice by the SEC that it
may be declared effective or (ii) thirty (30) days after the Maturity Date.

            (b) Payments by the Company.

            (i)  If  the   Registration   Statement   covering  the  Registrable
Securities is not filed as  contemplated  by this  Agreement with the SEC by the
Required  Filing Date, the Company will make payment to the Initial  Investor in
such amounts and at such times as shall be  determined  pursuant to this Section
2(b).

<PAGE>

            (ii)  If  the  Registration   Statement   covering  the  Registrable
Securities is not effective by the relevant Required  Effective Date or if there
is a Restricted  Sale Date,  then the Company will make  payments to the Initial
Investor in such  amounts and at such times as shall be  determined  pursuant to
this Section 2(b).

            (iii) The amount (the  "Periodic  Amount") to be paid by the Company
to the Initial  Investor  shall be  determined as of each  Computation  Date (as
defined below) and such amount shall be equal to the Periodic Amount  Percentage
(as defined below) of the Stated Value of the Holder's  Purchased Shares for the
period from the date following the relevant Required Filing Date or the Required
Effective  Date or a  Restricted  Sale  Date,  as the case may be,  to the first
relevant  Computation  Date, and thereafter to each subsequent  Computation Date
(each such period, a "Computation  Period").  The "Periodic  Amount  Percentage"
means  two  percent  (2%) of the  Purchase  Price  of all  Debentures  for  each
Computation  Period (and pro rata for any Computation  Period which is less than
thirty (30) days).  Anything in the preceding provisions of this paragraph (iii)
to the contrary notwithstanding,  after the relevant Effective Date the Purchase
Price  shall be  deemed to refer to the sum of (X) the  principal  amount of all
Debentures  not  yet  converted  and  (Y)  the  Held  Shares  Value.  By  way of
illustration  and  not in  limitation  of  the  foregoing,  if the  Registration
Statement  is filed on or before the Required  Filing Date,  but is not declared
effective  until  seventy-five  (75) days after the Initial  Required  Effective
Date, the Periodic Amount will aggregate five percent (5%) of the Purchase Price
of the  Debentures (2% for days 1-30,  plus 2% for days 31-60,  plus 1% for days
61-75).

            (iv) Each Periodic  Amount,  if any, will be payable by the Company,
except  as  provided  in the  other  provisions  of the  immediately  succeeding
subparagraph (v), in cash or other  immediately  available funds to the Investor
on the  third  Trading  Day  after  the  relevant  Computation  Period,  without
requiring demand therefor by the Investor.

            (v)  Notwithstanding  the  provisions of the  immediately  preceding
subparagraph (iv),

      (A) at the option of the Company,  exercisable  in its  discretion  on the
      date the Periodic Amount is due (provided,  however,  that the Company may
      exercise  this  discretion  if,  but only if, the  Registration  Statement
      covering the Payment Shares is then effective); or

      (B) at the option of the Investor, exercisable in its sole and absolute
      discretion by written notice to the Company at any time before the
      Periodic Amount is paid,

all or a  portion  of the  Periodic  Amount  shall  be paid by the  issuance  of
additional  shares of Common  Stock to the  Investor  ("Payment  Shares")  in an
amount  equal  to  the  Periodic  Amount  being  paid  thereby  divided  by  the
then-applicable  Conversion Price; provided,  further that the Delivery Date for
the Payment  Shares  shall be three (3) Trading Days after the date the Periodic
Amount is due (if the  election is made by the  Company)  or after the  Investor
gives  the  notice  contemplated  by  clause  (ii)  of  this  subparagraph.  The
provisions of Section 5(b)(i) of the Securities  Purchase  Agreement shall apply
to the delivery of the  certificates of the Payment Shares based on the relevant
Periodic Amount.

<PAGE>

            (vi) The parties  acknowledge that the damages which may be incurred
by the  Investor  if the  Registration  Statement  is not filed by the  Required
Filing Date or the Registration  Statement has not been declared  effective by a
Required Effective Date,  including if the right to sell Registrable  Securities
under a previously effective  Registration  Statement is suspended or the shares
of the Company's stock are not listed on the Principal  Trading  Market,  may be
difficult to ascertain.  The parties agree that the amounts payable  pursuant to
the foregoing provisions of this Section 2(b) represent a reasonable estimate on
the part of the parties, as of the date of this Agreement, of the amount of such
damages.

            (vii)  Notwithstanding  the  foregoing,  the amounts  payable by the
Company  pursuant to this provision shall not be payable to the extent any delay
in the filing or effectiveness  of the Registration  Statement occurs because of
an act of, or a failure to act or to act timely by the  Initial  Investor or its
counsel.

            (viii) "Computation Date" means (A) the date which is the earlier of
(1) thirty (30) days after the Required Filing Date, the Required Effective Date
or a  Restricted  Sale  Date,  as the case may be,  or (2) the  date  after  the
Required  Filing Date, the Required  Effective  Date or Restricted  Sale Date on
which the  Registration  Statement  is filed (with  respect to  payments  due as
contemplated  by Section  2(b)(i)  hereof) or is declared  effective  or has its
restrictions  removed  or the  shares of the  Company's  stock are listed on the
Principal  Trading  Market  (with  respect to payments  due as  contemplated  by
Section  2(b)(ii)  hereof),  as the case may be,  and (B) each date which is the
earlier of (1) thirty (30) days after the previous  Computation  Date or (2) the
date after the previous Computation Date on which the Registration  Statement is
filed (with respect to payments due as  contemplated  by Section 2(b)(i) hereof)
or is declared  effective or has its  restrictions  removed or the shares of the
Company's  stock are listed on the  Principal  Trading  Market (with  respect to
payments due as contemplated by Section 2(b)(ii) hereof), as the case may be.

<PAGE>

            3.  Obligations of the Company.  In connection with the registration
of the Registrable Securities, the Company shall do each of the following:

            (a) Prepare  promptly,  and file with the SEC by the Required Filing
Date a  Registration  Statement  with  respect  to not less  than the  number of
Registrable  Securities  provided in Section 2(a) above,  and thereafter use its
reasonable  best  efforts  to cause  such  Registration  Statement  relating  to
Registrable  Securities to become  effective by the Required  Effective Date and
keep the  Registration  Statement  effective at all times during the period (the
"Registration  Period")  continuing  until the  earlier of (i) the date when the
Investors may sell all Registrable  Securities  under Rule 144 without volume or
other restrictions or limits or (ii) the date the Investors no longer own any of
the  Registrable   Securities,   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)  Prepare  and  file  with  the SEC  such  amendments  (including
post-effective amendments) and supplements to the Registration Statement and the
prospectus  used  in  connection  with  the  Registration  Statement  as  may be
necessary to keep the Registration  Statement  effective at all times during the
Registration  Period,  and,  during the  Registration  Period,  comply  with the
provisions  of  the  Securities  Act  with  respect  to the  disposition  of all
Registrable  Securities  of the Company  covered by the  Registration  Statement
until such time as all of such  Registrable  Securities have been disposed of in
accordance  with the intended  methods of  disposition  by the seller or sellers
thereof as set forth in the Registration Statement;

            (c)  Permit a  single  firm of  counsel  designated  by the  Initial
Investors (which, until further notice, shall be deemed to be Wildman,  Harrold,
Allen & Dixon LLP, Attn: Alan B. Roth, Esq., which firm has requested to receive
such  notification;  each, an "Investor's  Counsel") to review the  Registration
Statement and all amendments and supplements thereto a reasonable period of time
(but not less than three (3) Trading  Days) prior to their  filing with the SEC,
and not file any document in a form to which such counsel reasonably objects;

            (d) Notify each Investor and the Investor's Counsel and any managing
underwriters immediately (and, in the case of clause (i)(A) below, not less than
three (3)  Trading  Days prior to such  filing)  and (if  requested  by any such
person)  confirm  such  notice in  writing  no later  than one (1)  Trading  Day
following  the day (i)(A) when a  Prospectus  or any  Prospectus  supplement  or
post-effective  amendment to the Registration Statement is proposed to be filed;
(B) whenever the SEC  notifies the Company  whether  there will be a "review" of
such   Registration   Statement;   (C)  whenever  the  Company  receives  (or  a
representative  of the  Company  receives  on its  behalf)  any oral or  written
comments from the SEC in respect of a Registration  Statement (copies or, in the
case of oral comments, summaries of such comments shall be promptly furnished by
the  Company  to the  Investors);  and  (D)  with  respect  to the  Registration
Statement or any post-effective  amendment,  when the same has become effective;
(ii) of any  request  by the SEC or any  other  Federal  or  state  governmental
authority  for  amendments  or  supplements  to the  Registration  Statement  or
Prospectus or for  additional  information;  (iii) of the issuance by the SEC of

<PAGE>

any stop  order  suspending  the  effectiveness  of the  Registration  Statement
covering  any or all of the  Registrable  Securities  or the  initiation  of any
proceedings for that purpose;  (iv) if at any time any of the representations or
warranties of the Company contained in any agreement (including any underwriting
agreement)  contemplated  hereby  ceases to be true and correct in all  material
respects;  (v) of the receipt by the Company of any notification with respect to
the suspension of the  qualification  or exemption from  qualification of any of
the Registrable  Securities for sale in any  jurisdiction,  or the initiation or
threatening of any  proceeding  for such purpose;  and (vi) of the occurrence of
any event that to the best  knowledge of the Company makes any statement made in
the Registration  Statement or Prospectus or any document incorporated or deemed
to be incorporated  therein by reference  untrue in any material respect or that
requires  any  revisions  to the  Registration  Statement,  Prospectus  or other
documents so that, in the case of the Registration  Statement or the Prospectus,
as the case may be, it will not contain any 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 under which they were
made,  not  misleading.  In addition,  the Company  shall  communicate  with the
Investor's Counsel with regard to its proposed written responses to the comments
contemplated  in  clause  (C) of this  Section  3(d),  so  that,  to the  extent
practicable, the Investors shall have the opportunity to comment thereon;

            (e) Furnish to each Investor and to Investor's  Counsel (i) promptly
after the same is  prepared  and  publicly  distributed,  filed with the SEC, or
received  by the  Company,  one (1)  copy of the  Registration  Statement,  each
preliminary prospectus and prospectus, and each amendment or supplement thereto,
and  (ii)  such  number  of  copies  of a  prospectus,  and all  amendments  and
supplements  thereto and such other  documents,  as such Investor may reasonably
request in order to facilitate  the  disposition of the  Registrable  Securities
owned by such Investor;

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

            (g) As promptly as practicable after becoming aware thereof,  notify
each Investor who holds  Registrable  Securities being sold (or, in the event of
an underwritten  offering, the managing underwriters) of the issuance by the SEC
of a Notice of Effectiveness or any notice of effectiveness or any stop order or
other  suspension  of the  effectiveness  of the  Registration  Statement at the
earliest possible time;

            (h) Comply  with  Regulation  FD or any similar  rule or  regulation
regarding  the  dissemination  of  information  regarding  the  Company,  and in
furtherance of the foregoing, and not in limitation thereof, not disclose to the
Investor any non-public material information regarding the Company;

<PAGE>

            (i)  Notwithstanding  the foregoing,  if at any time or from time to
time after the date of effectiveness of the Registration Statement,  the Company
notifies the  Investors in writing that the  effectiveness  of the  Registration
Statement is suspended for any reason, whether due to a Potential Material Event
or otherwise,  the Investors shall not offer or sell any Registrable Securities,
or engage in any other  transaction  involving  or relating  to the  Registrable
Securities,  from the time of the  giving of such  notice  until  such  Investor
receives  written  notice from the Company  that such the  effectiveness  of the
Registration Statement has been restored, whether because the Potential Material
Event has been  disclosed to the public or it no longer  constitutes a Potential
Material  Event or  otherwise;  provided,  however,  that the Company may not so
suspend the right to such holders of Registrable  Securities  during the periods
the  Registration  Statement  is  required  to be in effect  other than during a
Permitted Suspension Period (and the applicable provisions of Section 2(b) shall
apply  with  respect  to any such  suspension  other  than  during  a  Permitted
Suspension Period);

            (j)  Use  its   reasonable   efforts  to  secure  and  maintain  the
designation  of all  the  Registrable  Securities  covered  by the  Registration
Statement on the Principal  Trading Market and the quotation of the  Registrable
Securities on the Principal Trading Market;

            (k) Provide a transfer agent ("Transfer Agent") and registrar, which
may be a single  entity,  for the  Registrable  Securities  not  later  than the
initial Effective Date;

            (l) Cooperate  with the Investors  who hold  Registrable  Securities
being offered to facilitate the timely  preparation and delivery of certificates
for the  Registrable  Securities  to be  offered  pursuant  to the  Registration
Statement and enable such  certificates for the Registrable  Securities to be in
such  denominations  or  amounts  as the  case  may  be,  as the  Investors  may
reasonably  request,  and,  within  five (5) Trading  Days after a  Registration
Statement which includes Registrable Securities is ordered effective by the SEC,
the Company shall deliver, and shall cause legal counsel selected by the Company
to deliver, to the Transfer Agent for the Registrable Securities (with copies to
the Investors  whose  Registrable  Securities are included in such  Registration
Statement) an appropriate  instruction and opinion of such counsel,  which shall
include,  without  limitation,   directions  to  the  Transfer  Agent  to  issue
certificates of Registrable  Securities(including  certificates  for Registrable
Securities to be issued after the Effective  Date and  replacement  certificates
for  Registrable   Securities   previously  issued)  without  legends  or  other
restrictions,  subject to  compliance  with  applicable  law and other rules and
regulations, including, without limitation, prospectus delivery requirements;

            (m) Take all  other  reasonable  administrative  steps  and  actions
(including  the  participation  of Company  counsel)  necessary  to expedite and
facilitate disposition by the Investor of the Registrable Securities pursuant to
the  Registration  Statement;  provided,  however,  that the foregoing  does not
require that the Company take any steps whatsoever  regarding the identification
or selection of a broker to sell the Registrable Securities,  the identification
of buyers of the Registrable Securities, or the negotiation of the sale terms of
the Registrable Securities; and

<PAGE>

            (n) Not  file  any  other  registration  statement  (other  than the
Registration  Statement and amendments  thereto) during the period commencing on
the Initial Closing Date and ending on the Effective Date.

            4. Obligations of the Investors. In connection with the registration
of  the  Registrable   Securities,   the  Investors  shall  have  the  following
obligations:

            (a) Each Investor,  by such Investor's acceptance of the Registrable
Securities,  agrees to cooperate with the Company as reasonably requested by the
Company  in  connection  with the  preparation  and  filing of the  Registration
Statement hereunder, unless such Investor has notified the Company in writing of
such  Investor's  election  to  exclude  all  of  such  Investor's   Registrable
Securities from the Registration Statement; and

            (b) Each 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), (g)
or  (i)  above,  such  Investor  will  immediately  discontinue  disposition  of
Registrable  Securities  pursuant to the  Registration  Statement  covering such
Registrable  Securities  until  such  Investor's  receipt  of the  copies of the
supplemented  or amended  prospectus  contemplated  by Section 3(f), (g) or (i),
and, if so directed by the Company,  such Investor  shall deliver to the Company
(at the  expense of the  Company)  or  destroy  (and  deliver  to the  Company a
certificate of  destruction)  all copies in such Investor's  possession,  of the
prospectus  covering such Registrable  Securities current at the time of receipt
of such notice.

            5. Expenses of  Registration.  All reasonable  expenses  (other than
underwriting  discounts and commissions of the Investor)  incurred in connection
with  registrations,  filings  or  qualifications  pursuant  to  Section  3, but
including,  without limitation,  all registration,  listing,  and qualifications
fees,  printers and accounting  fees, the fees and  disbursements of counsel for
the  Company  shall be borne by the  Company.  In  addition,  a fee for a single
counsel for the Investors (as a group and not individually)  equal to $5,000 for
the review of each Registration Statement shall be borne by the Company.

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

            (a) To the extent  permitted by law, the Company will  indemnify and
hold  harmless  each  Investor  who  holds  such  Registrable  Securities,   the
directors, if any, of such Investor, the officers, if any, of such Investor, and
each Buyer Control Person (each,  an "Indemnified  Party"),  against any losses,
claims,   damages,   liabilities  or  expenses   (joint  or  several)   incurred
(collectively,  "Claims")  to which  any of them may  become  subject  under the
Securities  Act,  Securities  Exchange Act of 1934,  as amended  (the  "Exchange
Act"), or otherwise, insofar as such Claims (or actions or proceedings,  whether
commenced or threatened,  in respect thereof) arise out of or are based upon any
of the  following  statements,  omissions  or  violations  in  the  Registration
Statement,  or any post-effective  amendment thereof, or any prospectus included

<PAGE>

therein: (i) any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or any post-effective  amendment thereof
or the omission or alleged omission to state therein a material fact required to
be stated  therein or necessary to make the statements  therein not  misleading,
(ii) any  untrue  statement  or alleged  untrue  statement  of a  material  fact
contained in the 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  Securities  Act,  the  Exchange  Act, any state
securities law or any rule or regulation  under the Securities Act, the Exchange
Act or any state  securities  law (the  matters  in the  foregoing  clauses  (i)
through  (iii)  being,  collectively  referred to as  "Violations").  Subject to
clause  (b) of this  Section  6, the  Company  shall  reimburse  the  Investors,
promptly as such  expenses are  incurred and are due and payable,  for any legal
fees  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)  shall not (I) apply to any Claim  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 or on behalf of such  Indemnified  Party
expressly  for  use in  connection  with  the  preparation  of the  Registration
Statement,  any such amendment thereof or supplement  thereto or prospectus,  if
such  prospectus (or supplement or amendment  thereto) was timely made available
by the Company pursuant to Section 3(b) hereof;  (II) be available to the extent
such  Claim is based on a failure  of the  Investor  to  deliver  or cause to be
delivered  the  prospectus  made  available  by the Company or the  amendment or
supplement  thereto made  available  by the  Company;  (III) be available to the
extent such Claim is based on the delivery of a prospectus by the Investor after
receiving  notice from the Company under Section 3(f),  (g) or (i) hereof (other
than a notice regarding the  effectiveness of the Registration  Statement or any
amendment or supplement thereto), or (IV) 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 or delayed.  The
Investor  will  indemnify  the Company and its  officers,  directors  and agents
(each, an "Indemnified Party") against any claims 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 or on behalf of such Investor, expressly
for use in connection with the preparation of the Registration  Statement or the
amendment or supplement  thereto,  subject to such limitations and conditions as
are applicable to the  indemnification  provided by the Company pursuant to this
Section 6. Such  indemnity  shall remain in full force and effect  regardless of
any  investigation  made by or on  behalf  of the  Indemnified  Party  and shall
survive the transfer of the Registrable  Securities by the Investors pursuant to
Section 9.

<PAGE>

            (b)  Promptly  after  receipt  by an  Indemnified  Party  under this
Section  6  of  notice  of  the  commencement  of  any  action   (including  any
governmental  action),  such  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
satisfactory to the  indemnifying  party (provided such counsel shall not have a
conflict of interest with the  Indemnified  Party and provided that all defenses
available to the  Indemnified  Party can be maintained  without  prejudicing the
rights of the  indemnifying  party).  In case any such action is brought against
any  Indemnified   Party,  and  it  notifies  the  indemnifying   party  of  the
commencement thereof, the indemnifying party will be entitled to participate in,
and, to the extent that it may wish,  jointly with any other  indemnifying party
similarly notified, assume the defense thereof, subject to the provisions herein
stated and after notice from the indemnifying party to such Indemnified Party of
its election so to assume the defense thereof,  the indemnifying  party will not
be liable to such Indemnified  Party under this Section 6 for any legal or other
reasonable  out-of-pocket  expenses  subsequently  incurred by such  Indemnified
Party in  connection  with the defense  thereof other than  reasonable  costs of
investigation,  unless the indemnifying party shall not pursue the action to its
final conclusion.  The Indemnified Party shall have the right to employ separate
counsel in any such action and to  participate in the defense  thereof,  but the
fees and reasonable  out-of-pocket  expenses of such counsel shall not be at the
expense of the  indemnifying  party if the  indemnifying  party has  assumed the
defense of the action  with  counsel as provided  above.  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  Party under this Section 6, except to the extent
that the indemnifying  party is prejudiced in its ability to defend such action.
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 such expense,  loss, damage or liability is incurred and is due and
payable;  provided,  however,  that the Investor shall not obligated to make any
indemnification  payment to the  Company  under this  Section 6 unless and until
there has been a final adjudication of liability on the part of the Investor.

            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  (a)  no  contribution  shall  be  made  under
circumstances  where the maker  would not have been  liable for  indemnification
under the fault  standards set forth in Section 6; (b) no seller of  Registrable
Securities guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any seller
of   Registrable   Securities   who  was   not   guilty   of   such   fraudulent
misrepresentation;  and (c) except where the seller has  committed  fraud (other
than a  fraud  by  reason  of the  information  included  or  omitted  from  the
Registration  Statement  as to  which  the  Company  has  not  given  notice  as
contemplated under Section 3 hereof) or intentional misconduct,  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  Securities  Act and Exchange  Act. With a view to
making  available  to Investor the  benefits of Rule 144  promulgated  under the
Securities  Act or any other  similar rule or  regulation of the SEC that may at
any time permit Investor to sell securities of the Company to the public without
Registration ("Rule 144"), the Company agrees to:

<PAGE>

            (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 Securities Act and the Exchange Act;
and

            (c) furnish to the Investor so long as the 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 Securities Act
and the Exchange Act, (ii) if not available on the SEC's EDGAR system, 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; and

            (d) at the request of any Investor holding Registrable Securities (a
"Holder"),  give its Transfer  Agent  instructions  (supported  by an opinion of
Company  counsel,  if required or requested by the Transfer Agent) to the effect
that, upon the Transfer Agent's receipt from such Holder of

      (i) a  certificate  (a "Rule  144  Certificate")  certifying  (A) that the
      Holder's  holding period (as determined in accordance  with the provisions
      of Rule 144) for the  shares of  Registrable  Securities  which the Holder
      proposes to sell (the  "Securities  Being Sold") is not less than (1) year
      and (B) as to such other matters as may be appropriate in accordance  with
      Rule 144 under the Securities Act, and

      (ii) an opinion of counsel  acceptable to the Company (for which  purposes
      it  is  agreed  that  the  initial  Investor's  Counsel  shall  be  deemed
      acceptable if not given by Company  Counsel)  that,  based on the Rule 144
      Certificate,  Securities Being Sold may be sold pursuant to the provisions
      of Rule 144, even in the absence of an effective Registration Statement,

the Transfer  Agent is to effect the transfer of the  Securities  Being Sold and
issue to the buyer(s) or  transferee(s)  thereof one or more stock  certificates
representing  the  transferred  Securities  Being Sold  without any  restrictive
legend and without  recording any  restrictions on the  transferability  of such
shares on the Transfer  Agent's books and records (except to the extent any such
legend or restriction  results from facts other than the identity of the Holder,
as the seller or  transferor  thereof,  or the status,  including  any  relevant
legends or  restrictions,  of the shares of the Securities Being Sold while held
by the  Holder).  If the  Transfer  Agent  reasonably  requires  any  additional
documentation at the time of the transfer, the Company shall deliver or cause to
be delivered all such reasonable additional documentation as may be necessary to
effectuate the issuance of an unlegended certificate.

<PAGE>

            9.  Assignment of the  Registration  Rights.  The rights to have the
Company  register  Registrable  Securities  pursuant to this Agreement  shall be
automatically  assigned by the  Investor to any  transferee  of the  Registrable
Securities (or all or any portion of any unconverted  Purchased  Shares) only if
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,  (b) the securities with respect to which such registration rights are
being  transferred  or assigned,  and (c) written  evidence of the  transferee's
assumption of the Investor's obligations under this Agreement.

            10.  Amendment  of  Registration   Rights.  Any  provision  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 Investors who
represent a Majority in Interest  of the Holders as of the  relevant  date.  Any
amendment or waiver effected in accordance with this Section 10 shall be binding
upon each Investor and the Company.

            11. Miscellaneous.

            (a) A person or  entity  is  deemed  to be a holder  of  Registrable
Securities  whenever  such  person or entity  owns of  record  such  Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two or more  persons  or  entities  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) Notices  required or  permitted to be given  hereunder  shall be
given in the manner contemplated by the Securities Purchase Agreement, (i) if to
the Company or to the Initial Investor, to their respective address contemplated
by the Securities Purchase Agreement, and (ii) if to any other Investor, at such
address as such Investor  shall have  provided in writing to the Company,  or at
such other  address as each such party  furnishes by notice given in  accordance
with this Section 11(b).

            (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)  This  Agreement   shall  be  governed  by  and  interpreted  in
accordance  with the laws of the State of Illinois  for  contracts  to be wholly
performed  in such state and without  giving  effect to the  principles  thereof
regarding  the conflict of laws.  Each of the parties  consents to the exclusive
jurisdiction  of the federal  courts whose  districts  encompass any part of the
County of Cook or the  state  courts of the  State of  Illinois  sitting  in the
County of Cook in connection  with any dispute  arising under this Agreement and
hereby waives, to the maximum extent permitted by law, any objection,  including
any  objection  based  on  forum  non  coveniens,  to the  bringing  of any such
proceeding in such jurisdictions.

            (e) The Company and the Investor hereby waive a trial by jury in any
action,  proceeding  or  counterclaim  brought by either of the  parties  hereto
against the other in respect of any matter arising out of or in connection  with
this Agreement or any of the other Transaction Agreements.

<PAGE>

            (f)  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 or the
validity or enforceability of this Agreement in any other jurisdiction.

            (g) Subject to the requirements of Section 9 hereof,  this Agreement
shall inure to the benefit of and be binding upon the  successors and assigns of
each of the parties hereto.

            (h) All pronouns and any variations  thereof refer to the masculine,
feminine or neuter, singular or plural, as the context may require.

            (i) The headings in this Agreement are for  convenience of reference
only and shall not limit or otherwise affect the meaning thereof.

            (j) This Agreement may be executed in one or more 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 telephone line facsimile  transmission of a copy of
this Agreement bearing the signature of the party so delivering this Agreement.

            (k) The  Company  acknowledges  that any  failure by the  Company to
perform  its  obligations  under  Section  3(a)  hereof,  or any  delay  in such
performance could result in loss to the Investors,  and the Company agrees that,
in  addition  to any  other  liability  the  Company  may have by reason of such
failure or delay,  the Company shall be liable for all direct  damages caused by
any such  failure  or delay,  unless  the same is the  result of force  majeure.
Neither party shall be liable for consequential damages.

            (l) This Agreement  (including to the extent relevant the provisions
of other  Transaction  Agreements)  constitutes  the entire  agreement among the
parties  hereto with respect to the subject  matter  hereof and  supersedes  all
prior agreements and understandings among the parties hereto with respect to the
subject  matter  hereof.  There are no  restrictions,  promises,  warranties  or
undertakings, other than those set forth or referred to herein.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

            IN WITNESS  WHEREOF,  the parties  have caused this  Agreement to be
duly executed by their respective  officers  thereunto duly authorized as of the
day and year first above written.

                              INITIAL INVESTOR:

                              CHICAGO VENTURE PARTNERS, L.P.
                              an Illinois limited partnership

                              By:   Chicago Venture Management, L.L.C.
                                    a Delaware limited liability company,
                                    sole General Partner

                              By:   CVM, Inc., an Illinois corporation,
                                    Manager


                              By:
                                 -----------------------------------------------
                                    Name:
                                    Title:


                              COMPANY:

                              SUPERCLICK, INC.


                              By:
                                 -----------------------------------------------
                              Name:
                                   ---------------------------------------------
                              Title:
                                    --------------------------------------------