This REGISTRATION RIGHTS AGREEMENT is made and entered into as
of March 15, 1999, by and among DIRECTRIX, INC., a Delaware corporation (the
"Company"), J. ROGER FAHERTY ("Faherty"), LELAND H. NOLAN and DONALD J.McDONALD,
JR. (collectively, the "Holders").

                  The Holders are the  beneficial  owner of certain  Registrable
Securities (as defined below) issued by the Company. The Company and the Holders
deem it to be in their  respective best interests to set forth the rights of the
Holders  in  connection  with  public  offerings  and  sales of the  Registrable
Securities.

                  NOW,  THEREFORE,  in  consideration of the premises and mutual
covenants and obligations  hereinafter  set forth,  the Company and the Holders,
intending legally to be bound, hereby agree as follows.

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


<PAGE>


                  "Affiliate"  of any person  means any other  person who either
directly or indirectly  is in control of, is  controlled  by, or is under common
control with such person.

                  "Business  Day" shall  mean any  Monday,  Tuesday,  Wednesday,
Thursday or Friday that is not a day on which banking  institutions  in the City
of New York are authorized by law, regulation or executive order to close.

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

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as  amended  (or any  similar  successor  federal  statute),  and the  rules and
regulations thereunder, as the same are in effect from time to time.

                  "Hold-Back Election" shall have the meaning set forth in
Section 5(a) hereof.

                  "Holder"   shall  mean  any  Person   that  owns   Registrable
Securities,  including  such  successors  and  assigns  as  acquire  Registrable
Securities,  directly or  indirectly,  from such  Person.  For  purposes of this
Agreement,  the Company may deem the registered holder of a Registrable Security
as the Holder thereof.

                  "Person" shall mean an individual,  partnership,  corporation,
limited liability company, joint venture trust or unincorporated organization, a
government or agency or political subdivision thereof or any other entity.

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

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

                  "Registrable  Securities" shall mean the Warrants,  the Common
Stock  issued  to the  Holders  upon  exercise  of the  Warrants  and any  other
securities  issued or  issuable as a result of or in  connection  with any stock
dividend,  stock split or reverse  stock split,  combination,  recapitalization,
reclassification,  merger or consolidation,  exchange or distribution in respect
of such Common Stock.

                  "Registration Expenses" shall have the definition set forth in
Section 6 hereof.

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

                  "Restricted Securities" shall have the meaning set forth in
Section 2 hereof.

                  "Rule  144"  shall  mean  Rule  144   promulgated   under  the
Securities  Act, as amended  from time to time,  or any similar  successor  rule
thereto that may be promulgated by the SEC.

                  "Rule  415"  shall  mean  Rule  415   promulgated   under  the
Securities  Act, as amended  from time to time,  or any similar  successor  rule
thereto that may be promulgated by the SEC.

                  "Rule  903"  shall  mean  Rule  903   promulgated   under  the
Securities  Act, as amended  from time to time,  or any similar  successor  rule
thereto that may be promulgated by the SEC.

                  "Rule  904"  shall  mean  Rule  904   promulgated   under  the
Securities  Act, as amended  from time to time,  or any similar  successor  rule
thereto that may be promulgated by the SEC.

                  "SEC"  or the  "Commission"  shall  mean  the  Securities  and
Exchange  Commission,  or any other federal agency at the time administering the
Securities Act.

                  "Securities  Act" shall mean the  Securities  Act of 1933,  as
amended  (or  any  similar  successor  federal  statute),   and  the  rules  and
regulations thereunder, as the same are in effect from time to time.

                  "Underwritten  Offering"  shall mean a registered  offering in
which securities of the Company are sold to an underwriter for reoffering to the
public.

                  "Warrants" shall mean warrants to purchase an aggregate of ___
shares of Common Stock, subject to adjustment as set forth therein.

                  Section  2.  Securities   Subject  to  this   Agreement.   The
securities  entitled  to the  benefits  of this  Agreement  are the  Registrable
Securities  but, with respect to any particular  Registrable  Security,  only so
long as such  security  continues to be a  Restricted  Security.  A  Registrable
Security that has ceased to be a Registrable Security cannot thereafter become a
Registrable  Security.  As used herein, a "Restricted Security" is a Registrable
Security which has not been effectively  registered under the Securities Act and
distributed in accordance with an effective Registration Statement and which has
not been  distributed  by a Holder  pursuant to Rule 144,  Rule 903 or Rule 904,
unless, in the case of a Registrable  Security  distributed pursuant to Rule 903
or 904, any applicable restricted period has not expired or the SEC or its staff
has taken the position in a published  release,  ruling or no-action letter that
securities  distributed  under Rule 903 or 904 are  ineligible for resale in the
United  States  under  Section  4(1)  of  the  Securities  Act   notwithstanding
expiration of the applicable restricted period.

                  Section 3.   Demand Registration.

                  (a) Demand.  At any time after the  Warrants are issued to the
Holders,  Faherty,  on behalf  of all of the  Holders,  shall  have the right to
request  in  writing,  specifying  that such  request is made  pursuant  to this
Section 3(a),  that the Company effect a registration  under the 1933 Act of the
Warrants and the underlying  Common Stock and specifying the intended  method of
disposition  thereof (which may include a continuous or delayed offering).  Upon
receipt  of such  written  request,  the  Company  will use its best  efforts to
effect, as expeditiously as possible,  the registration under the Securities Act
of the  Warrants and the  underlying  Common Stock which the Company has been so
requested to register by the Stockholders (a "Demand Registration"). The Company
shall be  obligated  to effect  only two Demand  Registrations  pursuant to this
Section  3(a).  Upon  receipt of any request for  registration  pursuant to this
Section  3(a),  if there are other  holders of Common  Stock,  the Company shall
promptly  give  written  notice of such request to all such other  holders.  The
Company shall include in the requested  registration all securities requested to
be included by such of the other  holders as shall make such  request by written
notice to the Company delivered within fifteen Business Days after their receipt
of the Company's notice. If the Company shall receive a request for inclusion in
the  registration  of  Registrable  Securities of additional  holders,  it shall
promptly so inform Faherty on behalf of all of the Holders.

                  (b)  Effectiveness  of  Registration  Statement.  The  Company
agrees to use its best efforts to cause the Registration  Statement  relating to
any Demand Registration to become effective as promptly as practicable following
the demand therefor and keep thereafter such Registration  Statements  effective
continuously  for the period  specified  in the next  succeeding  sentence.  The
Company  will  use  its  best  efforts  pursuant  to  this  Section  to  keep  a
Registration  Statement  continuously  effective (except as otherwise  permitted
under this  Agreement) for a period ending on the earliest of (A) the date which
is 180  days  after,  or,  as to a  Shelf  Registration  Statement,  the  second
anniversary of, the effective date of such Registration Statement,  (B) the date
on which all Registrable  Securities covered by such Registration Statement have
been sold and the distribution  contemplated  thereby has been completed and (C)
the date on which the Holders may sell all of the Registrable Securities covered
by  such  Registration  Statement  without  restriction  pursuant  to  Rule  144
promulgated under the Securities Act, unless the Registration  Statement relates
to an  underwritten  public offering of not less than 50% of the original number
of shares of Common Stock underlying the Warrants (calculated as if the Warrants
had been exercised on the date hereof).

                  (c) Inclusion of Other  Securities.  The Company and any other
holder of the Company's  securities who has registration  rights may include its
securities  in any  registration  effected  pursuant  to  Section  3;  provided,
however,  that  if  the  managing  underwriter  or  underwriters  of a  proposed
Underwritten  Offering  contemplated  thereby  advise  the  holder or holders of
securities  to be included in such  offering in writing that the total amount or
kind of securities which the Company or any such other holder intends to include
in such  proposed  public  offering  is such as would,  in the  judgment  of the
managing underwriter or underwriters, materially adversely affect the success of
the proposed public offering  requested by the Holders,  then the amount or kind
of  securities  to be offered  for the  account of the Company or any such other
holder  shall be reduced to the extent  necessary  to reduce the total amount or
kind of securities to be included in such proposed public offering to the amount
or kind recommended by such managing underwriter or underwriters.

                  (d) Deferral of Filing.  The Company may defer the filing (but
not the preparation) of a Registration  Statement required by Section 3(a) until
a date not later than 90 days after the proposed filing date (or, if longer, 120
days after the effective  date of the  registration  statement  contemplated  by
clause (ii) below) if (i) at the time the Company receives a written request for
a Demand  Registration  from Faherty,  the Company or any of its subsidiaries is
engaged in confidential  negotiations or other confidential business activities,
disclosure of which would be required in such Registration  Statement (but would
not be required if such Registration  Statement were not filed) and the Board of
Directors of the Company  determines in good faith that such disclosure would be
materially  detrimental  to the  Company and its  stockholders  or (ii) prior to
receiving a written request for a Demand Registration from Faherty, the Board of
Directors  of the Company had  determined  to effect a  registered  underwritten
public  offering of the Company's  securities for the Company's  account and the
Company had taken substantial steps (including,  but not limited to, selecting a
managing  underwriter  for such  offering)  and is  proceeding  with  reasonable
diligence  to effect such  offering  and the Board of  Directors  of the Company
determines in good faith that the filing of a Registration Statement pursuant to
Section 3(a), in light of the intended method of distribution,  would materially
adversely  affect  such  offering.  A deferral  of the filing of a  Registration
Statement  pursuant  to this  Section  3(d)  shall be lifted  and the  requested
Registration  Statement  shall be filed  forthwith if, in the case of a deferral
pursuant to clause (i) of the  preceding  sentence,  the  negotiations  or other
activities are disclosed or terminated,  or, in the case of a deferral  pursuant
to clause (ii) of the  preceding  sentence,  the proposed  registration  for the
Company's  account is abandoned.  In order to defer the filing of a Registration
Statement  pursuant to this Section 3(d), the Company shall promptly (but in any
event  within ten days),  upon  determining  to seek such  deferral,  deliver to
Faherty,  on behalf  of all of the  Holders,  written  notice  stating  that the
Company is  deferring  such filing  pursuant to this  Section 3(e) and a general
statement  of  the  reason  for  such  deferral  and  an  approximation  of  the
anticipated delay.  Within twenty days after receiving such notice,  Faherty, on
behalf of all of the Holders, may withdraw his request for a Demand Registration
by giving notice to the Company; if withdrawn,  such request shall be deemed not
to have been made for purposes of this Agreement.  The beginning of any deferral
period shall be at least 360 days after the end of any prior deferral period.

                  Section 4. Piggyback Registration. If, on or prior to _______,
200_,  the Company at any time proposes to file a  registration  statement  with
respect to any class of equity  securities,  whether for its own account  (other
than in  connection  with a  registration  statement  on Form S-4 or S-8 (or any
successor or substantially similar form), or (A) an employee stock option, stock
purchase or compensation  plan or of securities  issued or issuable  pursuant to
any such plan,  or (B) a  dividend  reinvestment  plan) or for the  account of a
holder of  securities  of the  Company  pursuant to demand  registration  rights
granted  by the  Company  (a  "Requesting  Securityholder"),  other than for the
registration of securities for sale on a continuous or delayed basis pursuant to
Rule  415,  then the  Company  shall in each case  give  written  notice of such
proposed  filing to all Holders of Registrable  Securities at least fifteen (15)
days before the anticipated  filing date of any such  registration  statement by
the Company,  and such notice shall offer to all Holders the opportunity to have
any or all of the Registrable  Securities held by such Holders  included in such
registration  statement  (each,  a  "Piggyback  Registration").  Each  Holder of
Registrable  Securities desiring to have its Registrable  Securities  registered
under this Section 4 shall so advise the Company in writing within ten (10) days
after the date of  receipt of such  notice  (which  request  shall set forth the
amount of Registrable  Securities for which registration is requested),  and the
Company shall use its best  reasonable  efforts to include in such  Registration
Statement all such Registrable  Securities so requested to be included  therein.
Notwithstanding  the foregoing,  if the managing  underwriter or underwriters of
any such proposed public offering  advises the Company in writing that the total
amount or kind of securities  which the Holders of Registrable  Securities,  the
Company  and any other  persons or  entities  intended  to be  included  in such
proposed public offering is sufficiently  large to adversely  affect the success
of such proposed  public  offering,  then the amount or kind of securities to be
offered for the accounts of Holders of Registrable  Securities  shall be reduced
pro rata,  together  with the amount or kind of securities to be offered for the
accounts of any other persons requesting  registration of securities pursuant to
rights  similar  to the rights of  Holders  under this  Section 4, to the extent
necessary  to reduce the total  amount or kind of  securities  to be included in
such proposed public offering to the amount or kind recommended by such managing
underwriter or underwriters  before the securities offered by the Company or any
Requesting  Securityholder  are so  reduced.  Anything  to the  contrary in this
Agreement  notwithstanding,  the Company may withdraw or postpone a Registration
Statement  referred  to  herein  at any time  before  it  becomes  effective  or
withdraw,  postpone or terminate the offering after it becomes effective without
obligation to the Holder or Holders of the Registrable Securities.

                  Section 5.  Holdback Agreements.

                  (a) Hold-Back Election. In the case of the registration of any
underwritten   primary  offering  initiated  by  the  Company  (other  than  any
registration  by the  Company  on Form  S-4 or Form  S-8  (or any  successor  or
substantially  similar form), or of (A) an employee stock option, stock purchase
or compensation  plan or of securities  issued or issuable  pursuant to any such
plan,  or  (B) a  dividend  reinvestment  plan)  or any  underwritten  secondary
offering  initiated  at the  request of a holder of  securities  of the  Company
pursuant to registration  rights granted by the Company,  each Holder agrees not
to effect any public sale or distribution of securities of the Company except as
part of such underwritten registration, during the period beginning fifteen (15)
days prior to the  closing  date of such  underwritten  offering  and during the
period ending on ninety (90) days after such closing date (or such longer period
as may be reasonably  requested by the Company or by the managing underwriter or
underwriters).

                  (b)  Limitation  on  Registration  Rights.   Anything  to  the
contrary  contained in this  Agreement  notwithstanding,  when in the reasonable
opinion of counsel  for the  Company  (which  counsel  shall be  experienced  in
securities  law  matters),  registration  of the  Registrable  Securities is not
required  by the  Securities  Act  and  other  applicable  securities  laws,  in
connection with a proposed sale of such Registrable Securities, the Holder shall
have no rights to  request a Demand  Registration  pursuant  to  Section 3 or to
request a Piggyback  Registration  pursuant to Section 4 in connection with such
proposed sale and the Company shall  promptly  provide to the transfer agent and
the Holder's  broker in connection  with any sale  transaction an opinion to the
effect set forth above.

                  Section 6. Registration Expenses. All expenses incident to the
Company's  performance of or compliance with this Agreement,  including  without
limitation  all  registration  and filing fees,  fees and expenses of compliance
with securities or blue sky laws (including reasonable fees and disbursements of
counsel in connection  with blue sky  qualifications  or  registrations  (or the
obtaining of exemptions  therefrom)  of the  Registrable  Securities),  printing
expenses (including expenses of printing  Prospectuses),  messenger and delivery
expenses,  internal expenses  (including,  without limitation,  all salaries and
expenses of its officers and employees  performing legal or accounting  duties),
fees and  disbursements  of its counsel  and its  independent  certified  public
accountants,  securities  acts  liability  insurance  (if the Company  elects to
obtain such insurance), fees and expenses of any special experts retained by the
Company in connection with any  registration  hereunder and fees and expenses of
other Persons  retained by the Company (all such expenses  being  referred to as
"Registration  Expenses"),  shall  be  borne  by the  Company);  provided,  that
Registration Expenses shall not include any fees and expenses of counsel for the
Holders,  the expenses of any special audit or  accounting  review (other than a
review or audit of the Company's year-end financial  statements),  out-of-pocket
expenses incurred by the Holders and underwriting discounts, commissions or fees
attributable to the sale of the Registrable Securities.

                  Section 7.  Indemnification.

                  (a)  Indemnification  by the  Company.  The Company  agrees to
indemnify and hold  harmless,  to the full extent  permitted by law, but without
duplication,  each Holder of Registrable  Securities,  its officers,  directors,
employees,  partners,  principals,  equity holders, managed or advised accounts,
advisors  and agents,  and each  Person who  controls  such  Holder  (within the
meaning of the Securities Act), against all losses, claims, damages, liabilities
and expenses  (including  reasonable costs of investigation and reasonable legal
fees and expenses) resulting from any untrue statement of a material fact in, or
any  omission  of a material  fact  required  to be stated in, any  Registration
Statement or Prospectus or necessary to make the statements therein (in the case
of a Prospectus  in light of the  circumstances  under which they were made) not
misleading,  except  insofar  as the  same are  caused  by or  contained  in any
information   furnished  in  writing  to  the  Company  by  any  Holder  or  any
underwriters  expressly  for  use  therein.  The  Company  will  also  indemnify
underwriters  participating  in the  distribution,  their  officers,  directors,
employees,  partners and agents,  and each Person who controls such underwriters
(within the meaning of the Securities Act), to the same extent as provided above
with respect to the indemnification of the Holders of Registrable Securities, if
so requested.

                  (b) Indemnification by Holders of Registrable  Securities.  In
connection  with any  Registration  Statement  in which a Holder of  Registrable
Securities  is  participating,  each such Holder will  furnish to the Company in
writing such information and affidavits as the Company  reasonably  requests for
use in connection with any such Registration  Statement or Prospectus and agrees
to indemnify and hold harmless, to the full extent permitted by law, but without
duplication,  the Company,  its officers,  directors,  shareholders,  employees,
advisors  and agents,  and each  Person who  controls  the  Company  (within the
meaning of the Securities Act) against any losses, claims, damages,  liabilities
and expenses  resulting  from any untrue  statement of material  fact in, or any
omission of a material fact required to be stated in, the Registration Statement
or  Prospectus  or  necessary to make the  statements  therein (in the case of a
Prospectus  in 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 or affidavit so furnished in writing by
such Holder to the Company  specifically for inclusion therein. The liability of
each Holder  under this  Section 7(b) shall be limited to an amount equal to the
proceeds  received by such Holder  from the sale of any  Registrable  Securities
covered by such Registration Statement or Prospectus.  The Company and the other
persons   described  above  shall  be  entitled  to  receive   indemnities  from
underwriters  participating in the distribution,  to the same extent as provided
above with  respect  to  information  so  furnished  in writing by such  Persons
specifically for inclusion in any Prospectus or Registration Statement.

                  (c)  Conduct  of  Indemnification   Proceedings.   Any  Person
entitled  to  indemnification  hereunder  will (i)  give  prompt  notice  to the
indemnifying  party of any claim with respect to which it seeks  indemnification
and (ii) permit such indemnifying party to assume the defense of such claim with
counsel of such indemnifying party's choice; provided,  however, that any Person
entitled to  indemnification  hereunder  shall have the right to employ separate
counsel  and to  participate  in the  defense  of such  claim,  but the fees and
expenses  of such  counsel  shall be at the expense of such  indemnified  Person
unless (A) the  indemnifying  party  shall have  failed to assume the defense of
such claim and employ counsel  reasonably  satisfactory to the indemnified party
in a timely manner or (B) in the reasonable  judgment of any such Person,  based
upon a written opinion of its counsel,  a conflict of interest may exist between
such  person and the  indemnifying  party with  respect to such claims (in which
case, if the Person notifies the indemnifying  party in writing that such Person
elects to employ separate counsel at the expense of the indemnifying  party, the
indemnifying  party shall not have the right to assume the defense of such claim
on behalf of such  person).  The  indemnifying  party will not be subject to any
liability for any settlement made without its consent. No indemnified party will
be  required to 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.  An  indemnifying  party  who is not
entitled  to, or elects  not to,  assume  the  defense  of the claim will not be
obligated  to pay the fees and expenses of more than one counsel for all parties
indemnified by such indemnifying party with respect to such claim.

                  (d)  Contribution.  If  for  any  reason  the  indemnification
provided for in Section 7(a) or Section 7(b) is  unavailable  to an  indemnified
party or  insufficient  to hold it harmless as  contemplated by Section 7(a) and
Section 7(b), then the indemnifying party shall contribute to the amount paid or
payable  by the  indemnified  party as a result of such loss,  claim,  damage or
liability in such  proportion as is appropriate to reflect not only the relative
benefits received by the indemnifying  party and the indemnified party, but also
the relative fault of the indemnifying  party and the indemnified party, as well
as any other relevant equitable  considerations.  No Person guilty of fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
shall be  entitled  to  contribution  from any Person who was not guilty of such
fraudulent misrepresentations.

                  Section 8.  Participation  in Underwritten  Registrations.  No
Person may participate in any Underwritten Offering hereunder unless such Person
(i) agrees to sell such Person's Registrable Securities on the basis provided in
any  underwriting  arrangements  approved by the Persons  entitled  hereunder to
approve such  arrangements  and (ii) completes and executes all  questionnaires,
powers of attorney,  indemnities,  underwriting  agreements and other  documents
required  under the terms of such  underwriting  arrangements.  Nothing  in this
Section 8 shall be  construed  to create any  additional  rights  regarding  the
registration of Registrable Securities in any Person otherwise than as set forth
herein.

                  Section 9.  Amendments  and Waivers.  The  provisions  of this
Agreement,  including  the  provisions  of this  Section 9, 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 Holders of a majority  of the  Registrable  Securities  (on a Common
Stock equivalent  basis) then  outstanding.  Whenever the consent or approval of
Holders of a specified number of Registrable  Securities is required  hereunder,
Registrable  Securities held by the Company or any of its controlled  affiliates
(other than Holders of  Registrable  Securities if such  subsequent  Holders are
deemed to be affiliates  solely by reason of their holdings of such  Registrable
Securities) shall not be counted in determining whether such consent or approval
was given by the Holders of such required number.

                  Section  10.  Rule  144  Reporting.  With  a  view  to  making
available the benefits of certain rules and regulations of the Commission  which
may at any time  permit  the sale of the  Registrable  Securities  to the public
without registration,  during such time as a public market exists for the Common
Stock of the Company, the Company agrees to use its best reasonable efforts to:

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

                           (b) File with the  Commission  in a timely manner all
         reports  and  other  documents   required  of  the  Company  under  the
         Securities  Act and the  Exchange Act (so long as it is subject to such
         reporting requirements); and

                           (c)  So  long  as  a  Holder  owns  any   Registrable
         Securities,  furnish to the Holder  forthwith  upon  written  request a
         written  statement  by  the  Company  as to  its  compliance  with  the
         reporting  requirements  of Rule 144, and of the Securities Act and the
         Exchange Act (so long as it is subject to the reporting requirements of
         the Exchange Act), a copy of the most recent annual or quarterly report
         of the Company,  and such other reports and documents of the Company as
         a Holder  may  reasonably  request  in  availing  itself of any rule or
         regulation  of the  Commission  allowing  a  Holder  to sell  any  such
         securities  without  registration  (so  long  as it is  subject  to the
         reporting requirements of the Exchange Act).

                  Section 11.  Notices.  All  notices  and other  communications
provided for or permitted  hereunder shall be made in writing by  hand-delivery,
registered first-class mail, telecopier,  or air-courier  guaranteeing overnight
delivery:

                           (a) If to a Holder of Registrable Securities,  at the
         most current address given by such Holder to the Company, in accordance
         with the  provisions  of this Section 11, which  address  initially is,
         with respect to the Holders, c/o J. Roger Faherty,  Directrix Inc., 536
         Broadway, New York, New York 10022.

                           (b) If to the  Company,  initially  at 536  Broadway,
         10th  Floor,  New York,  New York  10012,  attention:  Chief  Executive
         Officer;  telecopier no. (212) __; and thereafter at such other address
         as may be  designated  from time to time by notice given in  accordance
         with the  provisions  of this  Section 11, with a copy to Kramer  Levin
         Naftalis & Frankel LLP,  919 Third  Avenue,  New York,  New York 10022,
         attention: Howard Rothman, Esq.

                           (c) All such notices and other  communications  shall
         be  deemed  to have  been  delivered  and  received  (i) in the case of
         personal  delivery,  telecopier  or  telegram,  on  the  date  of  such
         delivery,  (ii) in the case of air  courier,  on the Business Day after
         the date  when  sent and  (iii) in the case of  mailing,  on the  third
         Business Day following such mailing.

                  Section 12. Successors and Assigns. This Agreement shall inure
to the benefit of and be binding upon the  successors and assigns of each of the
parties hereto, including without limitation and without the need for an express
assignment to subsequent Holders of the Registrable Securities who cannot freely
transfer their shares in the absence of registration under the Securities Act.

                  Section 13.  Counterparts.  This  Agreement may be executed in
any number of counterparts  and by the parties hereto in separate  counterparts,
each of which  when so  executed  shall be deemed to be an  original  and all of
which taken together shall constitute one and the same agreement.

                  Section 14.  Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  Section 15. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY
AND  CONSTRUED IN  ACCORDANCE  WITH THE INTERNAL  LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE PRINCIPLES OF THE CONFLICT OF LAWS THEREOF.

                  Section 16.  Jurisdiction;  Forum.  Each party hereto consents
and submits to the  jurisdiction of any state court sitting in the County of New
York or federal court sitting in the Southern  District of the State of New York
in  connection  with any dispute  arising out of or relating to this  Agreement.
Each party hereto waives any objection to the laying of venue in such courts and
any claim that any such action has been brought in an inconvenient forum. To the
extent  permitted by law, any judgment in respect of a dispute arising out of or
relating to this Agreement may be enforced in any other  jurisdiction  within or
outside the United  States by suit on the  judgment,  a  certified  copy of such
judgment being conclusive evidence of the fact and amount of such judgment. Each
party hereto agrees that  personal  service of process may be effected by any of
the means specified in Section 11,  addressed to such party. The foregoing shall
not limit the rights of any party to serve process in any other manner permitted
by law.

                  Section 17. Severability. In the event that any one or more of
the provisions contained herein, or the application thereof in any circumstance,
is  held  invalid,  illegal  or  unenforceable,   the  validity,   legality  and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

                  Section 18. Entire  Agreement.  This  Agreement is intended by
the parties as a final  expression  of their  agreement  and is 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. This Agreement
supersedes  all prior  agreements  and  understandings  between the parties with
respect to such subject matter.

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

                                                DIRECTRIX, INC.


                                                By:__________________________
                                      Name:
                                     Title:


                                                 ----------------------------
                                                 J. Roger Faherty


                                                 ----------------------------
                                                 Leland H. Nolan


                                                 ----------------------------
                                                 Donald J. McDonald, Jr.